-----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, TuK2a8iGBGrxPjgnUjfuQIzLgnPMs3RcoleAEAASnm8hLtlWAU0iR7x5uBWxrgjI W9LWTlsMAY5oP7cGCUXKJw== 0001004980-10-000015.txt : 20100219 0001004980-10-000015.hdr.sgml : 20100219 20100219171256 ACCESSION NUMBER: 0001004980-10-000015 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 26 CONFORMED PERIOD OF REPORT: 20091231 FILED AS OF DATE: 20100219 DATE AS OF CHANGE: 20100219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PG&E CORP CENTRAL INDEX KEY: 0001004980 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 943234914 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12609 FILM NUMBER: 10620342 BUSINESS ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 BUSINESS PHONE: 4152677000 MAIL ADDRESS: STREET 1: ONE MARKET SPEAR TOWER STREET 2: SUITE 2400 CITY: SAN FRANCISCO STATE: CA ZIP: 94105 FORMER COMPANY: FORMER CONFORMED NAME: PG&E PARENT CO INC DATE OF NAME CHANGE: 19951214 10-K 1 form10k.htm FORM 10-K FOR THE YEAR ENDED 12/31/2009 form10k.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________
FORM 10-K
(Mark One)
  
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2009
Or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to  ___________
 
Commission
File Number
  
Exact Name of Registrant
as specified in its charter
  
State or Other Jurisdiction of
Incorporation or Organization
  
IRS Employer
Identification Number
1-12609
  
PG&E CORPORATION
  
California
  
94-3234914
1-2348
  
PACIFIC GAS AND ELECTRIC COMPANY
  
California
  
94-0742640


logo
One Market, Spear Tower
Suite 2400
San Francisco, California 94105
(Address of principal executive offices) (Zip Code)
(415) 267-7000
(Registrant's telephone number, including area code)
logo
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)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class
  
Name of Each Exchange on Which Registered
PG&E Corporation: Common Stock, no par value
  
New York Stock Exchange
Pacific Gas and Electric Company: First Preferred Stock,
cumulative, par value $25 per share:
  
NYSE Alternext
Redeemable: 5% Series A, 5%, 4.80%, 4.50%, 4.36%
    
Nonredeemable: 6%, 5.50%, 5%
    

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
 
PG&E Corporation
Yes þ No 
Pacific Gas and Electric Company
Yes þ No 
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
 
PG&E Corporation
Yes  No þ
Pacific Gas and Electric Company
Yes  No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 
 
PG&E Corporation
Yes þ No 
Pacific Gas and Electric Company
Yes þ No 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

 
PG&E Corporation
Yes þ     No o
Pacific Gas and Electric Company
Yes o     No o

 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:
 
PG&E Corporation
þ
Pacific Gas and Electric Company
þ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). (Check one):

 
PG&E Corporation
  
Pacific Gas and Electric Company
Large accelerated filer þ
  
Large accelerated filer  
Accelerated filer 
  
Accelerated filer 
Non-accelerated filer 
  
Non-accelerated filer þ
Smaller reporting company 
  
Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
PG&E Corporation
Yes  No þ
Pacific Gas and Electric Company
Yes  No þ

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2009, the last business day of the most recently completed second fiscal quarter:

PG&E Corporation Common Stock
$14,193 million
Pacific Gas and Electric Company Common Stock
Wholly owned by PG&E Corporation

Common Stock outstanding as of February 17, 2010:
  

PG&E Corporation:
371,333,780 shares
Pacific Gas and Electric Company:
264,374,809 shares (wholly owned by PG&E Corporation)

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved:

Designated portions of the combined 2009 Annual Report to    Shareholders
Part I (Items 1 and 1.A.), Part II (Items 5, 6, 7, 7A, 8 and 9A)

Designated portions of the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders
Part III (Items 10, 11, 12, 13 and 14)



 
 
 
    

TABLE OF CONTENTS

   
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UNITS OF MEASUREMENT

1 Kilowatt (kW)
=
One thousand watts
1 Kilowatt-Hour (kWh)
=
One kilowatt continuously for one hour
1 Megawatt (MW)
=
One thousand kilowatts
1 Megawatt-Hour (MWh)
=
One megawatt continuously for one hour
1 Gigawatt (GW)
=
One million kilowatts
1 Gigawatt-Hour (GWh)
=
One gigawatt continuously for one hour
1 Kilovolt (kV)
=
One thousand volts
1 MVA
=
One megavolt ampere
1 Mcf
=
One thousand cubic feet
1 MMcf
=
One million cubic feet
1 Bcf
=
One billion cubic feet
1 MDth
=
One thousand decatherms


 
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PART I
Item 1. Business

General 

Corporate Structure and Business

PG&E Corporation, incorporated in California in 1995, is a holding company whose primary purpose is to hold interests in energy-based businesses.  PG&E Corporation conducts its business principally through Pacific Gas and Electric Company (“Utility”), a public utility operating in northern and central California.  The Utility engages in the businesses of electricity and natural gas distribution; electricity generation, procurement, and transmission; and natural gas procurement, transportation, and storage.  The Utility was incorporated in California in 1905.  PG&E Corporation became the holding company of the Utility and its subsidiaries on January 1, 1997.

The Utility served approximately 5.1 million electricity distribution customers and approximately 4.3 million natural gas distribution customers at December 31, 2009.  The Utility had approximately $42.7 billion in assets at December 31, 2009 and generated revenues of $13.4 billion in 2009.  Its revenues are generated mainly through the sale and delivery of electricity and natural gas.  The Utility is regulated primarily by the California Public Utilities Commission (“CPUC”) and the Federal Energy Regulatory Commission (“FERC”).  In addition, the Nuclear Regulatory Commission (“NRC”) oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities.

Corporate and Other Information

The principal executive office of PG&E Corporation is located at One Market, Spear Tower, Suite 2400, San Francisco, California 94105, and its telephone number is (415) 267-7000.  The principal executive office of the Utility is located at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, and its telephone number is (415) 973-7000.  PG&E Corporation and the Utility file or furnish various reports with the Securities and Exchange Commission (“SEC”).  These reports, including Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any amendments to those reports filed or furnished pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, are available free of charge on both PG&E Corporation's website, www.pgecorp.com, and the Utility's website, www.pge.com, as promptly as practicable after they are filed with, or furnished to, the SEC ..  The information contained on these websites is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this report.

Employees 

At December 31, 2009, PG&E Corporation and its subsidiaries had 19,425 regular employees, including 19,401 regular employees of the Utility.  Of the Utility’s regular employees, 12,648 are covered by collective bargaining agreements with three labor unions: the International Brotherhood of Electrical Workers, Local 1245, AFL-CIO (“IBEW”); the Engineers and Scientists of California, IFPTE Local 20, AFL-CIO and CLC (“ESC”); and the Service Employees International Union, Local 24/7 (“SEIU”).  One IBEW collective bargaining agreement expires on December 31, 2010, and the other expires on December 31, 2011.  The ESC collective bargaining agreement expires on December 31, 2011.  The SEIU collective bargaining agreement expires on July 31, 2012.


Cautionary Language Regarding Forward-Looking Statements

This combined Annual Report on Form 10-K, including the information incorporated by reference from the joint Annual Report to Shareholders for the year ended December 31, 2009 (“2009 Annual Report”) and the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, contains forward-looking statements that are necessarily subject to various risks and uncertainties.  These statements are based on current estimates, expectations and projections about future events, and assumptions regarding these events and management's knowledge of facts as of the date of this report.  These forward-looking statements relate to, among other matters, estimated capital expenditures, estimated Utility rate base, estimated environmental remediation liabilities, estimated tax liabilities,

 
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the anticipated outcome of various regulatory and legal proceedings, estimated future cash flows, and the level of future equity or debt issuances, and are also identified by words such as “assume,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” “target,” “predict,” “anticipate,” “aim, “ “may,” “might,” “should,” “would,” “could,” “goal,” “potential” and similar expressions.  PG&E Corporation and the Utility are not able to predict all the factors that may affect future results.  Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

·
the Utility’s ability to manage capital expenditures and its operating and maintenance expenses within authorized levels;
   
·
the outcome of pending and future regulatory proceedings and whether the Utility is able to timely recover its costs through rates;
   
·
the adequacy and price of electricity and natural gas supplies, and the ability of the Utility to manage and respond to the volatility of the electricity and natural gas markets, including the ability of the Utility and its counterparties to post or return collateral;
   
·
explosions, fires, accidents, mechanical breakdowns, the disruption of information technology and systems, and similar events that may occur while operating and maintaining an electric and natural gas system in a large service territory with varying geographic conditions, that can cause unplanned outages, reduce generating output, damage the Utility’s assets or operations, subject the Utility to third-party claims for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory fines or penalties on the Utility;
   
·
the impact of storms, earthquakes, floods, drought, wildfires, disease and similar natural disasters, or acts of terrorism or vandalism that affect customer demand, or that damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies;
   
·
the potential impacts of climate change on the Utility’s electricity and natural gas businesses;
   
·
changes in customer demand for electricity and natural gas resulting from unanticipated population growth or decline, general economic and financial market conditions, changes in technology that include the development of alternative technologies that enable customers to increase their reliance on self-generation, or other reasons;
   
·
the occurrence of unplanned outages at the Utility’s two nuclear generating units at the Diablo Canyon Power Plant (“Diablo Canyon”), the availability of nuclear fuel, the outcome of the Utility’s application to renew the operating licenses for Diablo Canyon, and potential changes in laws or regulations promulgated by the NRC or other environmental agencies with respect to the storage of spent nuclear fuel, security, safety, or other matters associated with the operations at Diablo Canyon;
   
·
whether the Utility can maintain the cost savings that it has recognized from operating efficiencies that it has achieved and identify and successfully implement additional sustainable cost-saving measures;
   
·
whether the Utility earns incentive revenues or incurs obligations under incentive ratemaking mechanisms, such as the CPUC’s incentive ratemaking mechanism relating to energy savings achieved through implementation of the utilities’ customer energy efficiency programs;
   
·
the impact of federal or state laws, or their interpretation, on energy policy and the regulation of utilities and their holding companies;
   
·
whether the new day-ahead, hour-ahead, and real-time wholesale electricity markets established by the California Independent System Operator (“CAISO”) that became operational on April 1, 2009 will continue to function effectively and whether the Utility can successfully implement “dynamic pricing” by offering electric rates that can vary with the customer’s time of use and are more closely aligned with wholesale electricity prices;
   
·
how the CPUC administers the conditions imposed on PG&E Corporation when it became the Utility’s holding company;
 
 
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·
the extent to which PG&E Corporation or the Utility incurs costs and liabilities in connection with litigation that are not recoverable through rates, from insurance, or from other third parties;
   
·
the ability of PG&E Corporation, the Utility, and counterparties to access capital markets and other sources of credit in a timely manner on acceptable terms;
   
·
the impact of environmental laws and regulations and the costs of compliance and remediation;
   
·
the loss of customers due to municipalization of the Utility’s electric distribution facilities, the level of “direct access” by which consumers procure electricity from alternative energy providers, implementation of “ community choice aggregation,” which permits cities and counties to purchase and sell electricity for their local residents and businesses, or other forms of bypass; and
   
·
the outcome of federal or state tax audits and the impact of changes in federal or state tax laws, policies, or regulations.

For more information about the significant risks that could affect the outcome of these forward-looking statements and PG&E Corporation’s and the Utility’s future financial condition and results of operations, see the discussion under the heading “Risk Factors” that appears near the end of the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" (“MD&A”) in the 2009 Annual Report.  PG&E Corporation and the Utility do not undertake an obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.

  PG&E Corporation's Regulatory Environment

Federal Energy Regulation

As a public utility holding company, PG&E Corporation is subject to the requirements of the Energy Policy Act of 2005 (“EPAct”), which became effective on February 8, 2006.  Among its key provisions, the EPAct repealed the Public Utility Holding Company Act of 1935 and enacted the Public Utility Holding Company Act of 2005 (“PUHCA 2005”).  Under PUHCA 2005, public utility holding companies fall principally under the regulatory oversight of the FERC, an independent agency within the U.S. Department of Energy.  PG&E Corporation and its subsidiaries are exempt from all requirements of PUHCA 2005 other than the obligation to provide access to their books and records to the FERC and the CPUC for ratemaking purposes.  These books and records provisions are largely duplicative of other provisions under the Federal Power Act of 1935 and state law.

State Energy Regulation

PG&E Corporation is not a public utility under California law.  The CPUC has authorized the formation of public utility holding companies subject to various conditions related to finance, human resources, records and bookkeeping, and the transfer of customer information.  The financial conditions provide that:

·  
the Utility cannot guarantee any obligations of PG&E Corporation without prior written consent from the CPUC;
 
·  
the Utility’s dividend policy must be established by the Utility's Board of Directors as though the Utility were a stand-alone utility company;
 
·  
the capital requirements of the Utility, as determined to be necessary and prudent to meet the Utility's obligation to serve or to operate the Utility in a prudent and efficient manner, must be given first priority by PG&E Corporation's Board of Directors (known as the “first priority” condition); and
 
·  
the Utility must maintain on average its CPUC-authorized utility capital structure, although it can request a waiver of this condition if an adverse financial event reduces the Utility's common equity component by 1% or more.
 

 
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The CPUC also has adopted complex and detailed rules governing transactions between California's electricity and gas utilities and certain of their affiliates.  The rules address the use of the utilities’ names and logos by their affiliates, the separation of utilities and their affiliates, provision of utility information to affiliates, and energy procurement-related transactions between the utilities and their affiliates.  The rules also prohibit each utility from engaging in certain practices that would discriminate against energy service providers that compete with that utility's affiliates.  In December 2006, the CPUC revised its rules to, among other changes:

·  
emphasize that the holding company may not aid or abet a utility's violation of the rules or act as a conduit to provide confidential utility information to an affiliate;
·  
require prior CPUC approval before the utility can contract with an affiliate for resource procurement (e.g., electricity or gas), except in blind transactions where the identity of the other party is not known until the transaction is consummated;
·  
require certain key officers to provide annual certifications of compliance with the affiliate rules;
·  
prohibit certain key officers from serving in the same position at both the utility and the holding company (unless otherwise permitted by the CPUC), or, in the alternative, prohibit the sharing of lobbying, regulatory relations and certain legal services (except for legal services necessary to the provision of permitted shared services);
·  
require the utility to obtain a “nonconsolidation opinion” indicating that it would not be consolidated into a bankruptcy of its holding company; and
·  
make the CPUC's Energy Division responsible for hiring independent auditors to conduct biennial audits to verify that the utility is in compliance with the affiliate rules.

The CPUC has established specific penalties and enforcement procedures for affiliate rules violations. Utilities are required to self-report affiliate rules violations.


The Utility's Regulatory Environment 

Various aspects of the Utility's business are subject to a complex set of energy, environmental and other laws, regulations, and regulatory proceedings at the federal, state, and local levels.  In addition to enacting PUHCA 2005 to replace the Public Utility Holding Company Act of 1935, as discussed above, the EPAct significantly amended various federal energy laws applicable to electric and natural gas markets, including the Federal Power Act of 1935, the Natural Gas Act of 1938, and the Public Utility Regulatory Policies Act of 1978 (“PURPA”).

This section and the “Ratemaking Mechanisms” section below summarize some of the more significant laws, regulations, and regulatory mechanisms affecting the Utility.  These summaries are not an exhaustive description of all the laws, regulations, and regulatory proceedings that affect the Utility.  The energy laws, regulations, and regulatory proceedings may change or be implemented or applied in a way that the Utility does not currently anticipate.  For discussion of specific pending regulatory proceedings that are expected to affect the Utility, see the section of MD&A entitled “Regulatory Matters” in the 2009 Annual Report.

Federal Energy Regulation

The FERC

The FERC regulates the transmission and wholesale sales of electricity in interstate commerce and the transmission and sale of natural gas for resale in interstate commerce.  The FERC also regulates interconnections of transmission systems with other electric systems and generation facilities; tariffs and conditions of service of regional transmission organizations, including the CAISO; and the terms and rates of wholesale electricity sales.  The FERC has authority to impose penalties of up to $1,000,000 per day for violation of certain federal statutes, including the Federal Power Act of 1935 and the Natural Gas Act of 1938, and for violations of FERC-approved regulations.  The FERC has jurisdiction over the Utility's electricity transmission revenue requirements and rates, the licensing of substantially all of the Utility's hydroelectric generation facilities, and the interstate sale and transportation of natural gas.

 
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Electric Reliability Standards; Development of Transmission Grid.  The FERC has the responsibility to approve and enforce mandatory standards governing the reliability of the nation’s electricity transmission grid, including standards to protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches; to prevent market manipulation, and to supplement state transmission siting efforts in certain electric transmission corridors that are determined to be of national interest.  The FERC certified the North American Electric Reliability Corporation (“NERC”) as the nation’s Electric Reliability Organization under the EPAct of 2005.  The NERC is responsible for developing and enforcing electric reliability standards, subject to FERC approval.  The FERC also has approved a delegation agreement under which the NERC has delegated enforcement authority for the geographic area known as the Western Interconnection to the Western Electricity Coordinating Council (“WECC”).  The Utility must self-certify compliance to the WECC on an annual basis, and the compliance program encourages self-reporting of violations.  WECC staff, with participation by the NERC and the FERC, will also perform a regular compliance audit of the Utility every three years.  In addition, the WECC and the NERC may perform spot checks or other interim audits, reports, or investigations.  Under FERC authority, the WECC, NERC, and/or FERC may impose penalties up to $1,000,000 per day per violation.

The FERC also has issued rules on electric transmission pricing reforms designed to promote needed investment in energy infrastructure, to reduce transmission congestion, and to require transmission organizations with organized electricity markets to make long-term firm transmission rights available to load-serving entities, so these entities can enter into long-term transmission service arrangements without being exposed to unhedged congestion cost risk.  In addition, pursuant to FERC orders, the CAISO is responsible for providing open access electricity transmission service on a non-discriminatory basis, planning transmission system additions, and ensuring the maintenance of adequate reserves of generation capacity.

Prevention of Market Manipulation.  The FERC has broad authority to police and penalize the exercise of market power or behavior intended to manipulate prices paid in FERC-jurisdictional transactions.  The FERC has adopted rules to prohibit market manipulation, modeling its new rules on SEC Rule 10b-5, which prohibits fraud and manipulation in the purchase or sale of securities.  Under the FERC's new regulations, it is unlawful for any entity, directly or indirectly, in connection with the purchase or sale of natural gas, electric energy, or transportation/transmission services subject to the jurisdiction of the FERC (1) to use or employ any device, scheme, or artifice to defraud, (2) to make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, or (3) to engage in any act, practice, or course of business that operates or would operate as a fraud or deceit upon any person.
QF Regulation.  Under PURPA, electric utilities are required to purchase energy and capacity from independent power producers that are qualifying cogeneration facilities (“QFs”).  To implement the purchase requirements of PURPA, the CPUC required California investor-owned electric utilities to enter into long-term power purchase agreements with QFs and approved the applicable terms, conditions, prices, and eligibility requirements.  The EPAct significantly amended the purchase requirements of PURPA.  As amended, Section 210(m) of PURPA authorizes the FERC to waive the obligation of an electric utility under Section 210 of PURPA to purchase the electricity offered to it by a QF (under a new contract or obligation), if the FERC finds that the QF has nondiscriminatory access to one of three defined categories of competitive wholesale electricity markets.  The statute permits such waivers as to a particular QF or on a “service territory-wide basis.”  The Utility is assessing whether it will file a request with the FERC to terminate its obligations under PURPA to enter into new QF purchase obligations.

The Nuclear Regulatory Commission

The NRC oversees the licensing, construction, operation and decommissioning of nuclear facilities, including the two nuclear generating units at Diablo Canyon and the Utility’s retired nuclear generating unit at Humboldt Bay (“Humboldt Bay Unit 3”).  NRC regulations require extensive monitoring and review of the safety, radiological, environmental, and security aspects of these facilities.  In the event of non-compliance, the NRC has the authority to impose fines or to force a shutdown of a nuclear plant, or both. NRC safety and security

 
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requirements have, in the past, necessitated substantial capital expenditures at Diablo Canyon, and additional significant capital expenditures could be required in the future.

In addition, as required by NRC regulations, only certain key management personnel and other designated individuals may receive information from the NRC or other government agency relating to Diablo Canyon that is deemed to be classified by the governmental agency.  In connection with this requirement, the Board of Directors of PG&E Corporation has adopted a resolution acknowledging that neither PG&E Corporation nor any director or officer of PG&E Corporation will (1) have access to such classified information or special nuclear material in the custody of the Utility, or (2) participate in any decision or matter pertaining to the protection of classified information and/or special nuclear material in the custody of the Utility.


State Energy Regulation

California Legislature. The Utility’s operations have been significantly affected by statutes passed by the California legislature, including laws related to electric industry restructuring, the 2000-2001 California energy crisis, electric resource adequacy, renewable energy resources, power plant siting and permitting, and greenhouse gas (“GHG”) emissions and other environmental matters.

The CPUC. The CPUC consists of five members appointed by the Governor of California and confirmed by the California State Senate for staggered six-year terms.  The CPUC has jurisdiction to set the rates, terms, and conditions of service for the Utility's electricity distribution, electricity generation, natural gas distribution, and natural gas transportation and storage services in California.  The CPUC also has jurisdiction over the Utility's issuances of securities, dispositions of utility assets and facilities, energy purchases on behalf of the Utility's electricity and natural gas retail customers, rate of return, rates of depreciation, aspects of the siting and operation of natural gas transportation assets, oversight of nuclear decommissioning, and aspects of the siting of the electricity transmission system.  Ratemaking for retail sales from the Utility's generation facilities is under the jurisdiction of the CPUC.  To the extent that this electricity is sold for resale into wholesale markets, however, it is under the ratemaking jurisdiction of the FERC.  In addition, the CPUC has general jurisdiction over most of the Utility’s operations, and regularly reviews the Utility’s performance, using measures such as the frequency and duration of outages.  The CPUC also conducts investigations into various matters, such as deregulation, competition, and the environment, in order to determine its future policies.

PG&E Corporation and the Utility entered into a settlement agreement with the CPUC on December 19, 2003, to resolve the Utility's proceeding filed under Chapter 11 of the U.S. Bankruptcy Code that had been pending in the U.S. Bankruptcy Court for the Northern District of California (“Bankruptcy Court”) since April 2001, referred to as the Chapter 11 Settlement Agreement.  The nine-year Chapter 11 Settlement Agreement established certain regulatory assets and addressed various ratemaking matters to restore the Utility’s financial health and enable it to emerge from Chapter 11.  The terms of the Chapter 11 Settlement Agreement were incorporated into the Utility’s plan of reorganization under Chapter 11, which became effective on April 12, 2004.  The Bankruptcy Court retains jurisdiction to hear and determine disputes arising in connection with the interpretation, implementation, or enforcement of the Chapter 11 Settlement Agreement, in addition to other matters. (For more information, see Note 14 of the Notes to the Consolidated Financial Statements included in the 2009 Annual Report.)

The California Energy Resources Conservation and Development Commission

The California Energy Resources Conservation and Development Commission, commonly called the California Energy Commission (“CEC”), is the state's primary energy policy and planning agency.  The CEC is responsible for licensing of all thermal power plants over 50 MW; overseeing funding programs that support public interest energy research; advancing energy science and technology through research, development and demonstration; and providing market support to existing, new, and emerging renewable technologies.  In addition, the CEC is responsible for forecasting future energy needs used by the CPUC in determining the adequacy of the utilities' electricity procurement plans.

 
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Other Regulation

The Utility obtains permits, authorizations, and licenses in connection with the construction and operation of the Utility's generation facilities, electricity transmission lines, natural gas transportation pipelines, and gas compressor station facilities.  Discharge permits, various Air Pollution Control District permits, U.S. Department of Agriculture-Forest Service permits, FERC hydroelectric generation facility and transmission line licenses, and NRC licenses are some of the more significant examples.  Some licenses and permits may be revoked or modified by the granting agency if facts develop or events occur that differ significantly from the facts and projections assumed in granting the approval.  Furthermore, discharge permits and other approvals and licenses are granted for a term less than the expected life of the associated facility.  Licenses and permits may require periodic renewal, which may result in additional requirements being imposed by the granting agency.  (For more information, see “Environmental Matters — Water Quality” below.)  In addition, the Utility must comply with regulations to be issued by the California Air Resources Board (“CARB”) relating to GHG emissions.  (For more information see “Environmental Matters — Air Quality and Climate Change” below.)

The Utility has over 520 franchise agreements with various cities and counties that permit the Utility to install, operate, and maintain the Utility's electric and natural gas facilities in the public streets and roads.  In exchange for the right to use public streets and roads, the Utility pays annual fees to the cities and counties.  Franchise fees are computed pursuant to statute under either the Broughton Act or the Franchise Act of 1937.  In addition, charter cities can negotiate their fees.  In most cases, the Utility’s franchise agreements are for an indeterminate term, with no expiration date.  The Utility has several franchise agreements that have a specified term, including an agreement with a large charter city.  The franchise agreements generally require that the Utility install and maintain the electric and gas facilities in compliance with regulations adopted by cities and counties in the exercise of their police powers relating to the use of the public streets.  The Utility also periodically obtains permits, authorizations, and licenses in connection with distribution of electricity and natural gas.  Under these permits, authorizations, and licenses, the Utility has rights to occupy and/or use public property for the operation of the Utility's business and to conduct certain related operations.

Competition

Historically, energy utilities operated as regulated monopolies within service territories in which they were essentially the sole suppliers of natural gas and electricity services.  These utilities owned and operated all of the businesses and facilities necessary to generate, transport, and distribute energy.  Services were priced on a combined, or bundled, basis, with rates charged by the energy companies designed to include all the costs of providing these services.  Under traditional cost-of-service regulation, the utilities undertook a continuing obligation to serve their customers, in return for which the utilities were authorized to charge regulated rates sufficient to recover their costs of service, including timely recovery of their operating expenses and a reasonable return on their invested capital.  The objective of this regulatory policy was to provide universal access to safe and reliable utility services.  Regulation was designed in part to take the place of competition and ensure that these services were provided at fair prices.

In recent years, energy utilities have faced intensifying pressures to unbundle, or price separately, those services that are no longer considered natural monopolies.  The most significant of these services are the commodity components—the supply of electricity and natural gas.  The driving forces behind these competitive pressures have been customers who believe that they can obtain energy at lower unit prices and competitors who want access to those customers.  Regulators and legislators responded to these forces by providing for more competition in the energy industry.  Regulators and legislators, to varying degrees, have required utilities to unbundle rates in order to allow customers to compare unit prices of the utilities and other providers when selecting their energy service provider.

Competition in the Electricity Industry

Federal.  At the federal level, many provisions of the EPAct support the development of competition in the wholesale electric market.  The EPAct has directed the FERC to develop rules to encourage fair and efficient competitive markets by employing best practices in market rules and reducing barriers to trade between markets and

 
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among regions.  The EPAct also gives the FERC authority to prevent accumulation and exercise of market power by assuring that proposed mergers and acquisitions of public utility companies and their holding companies are in the public interest and by addressing market power in jurisdictional wholesale markets through its new powers to establish and enforce rules prohibiting market manipulation.

Even before the passage of the EPAct, the FERC's policies supported the development of a competitive electricity generation industry.  FERC Order 888, issued in 1996, established standard terms and conditions for parties seeking access to regulated utilities' transmission grids.  Order 888 requires all public utilities that own, control, or operate facilities used for transmitting electric energy in interstate commerce to have on file an open access non-discriminatory transmission tariff (“OATT”) that contains minimum terms and conditions of non-discriminatory service.  The FERC's subsequent Order 2000, issued in late 1999, established national standards for regional transmission organizations, and advanced the view that a regulated unbundled transmission sector should facilitate competition in both wholesale electricity generation and retail electricity markets.  On February 16, 2007, the FERC issued Order 890, which is designed to: (1) strengthen the form of the OATT adopted in Order 888 to ensure that tariffs achieve their original purpose of remedying undue discrimination; (2) provide greater specificity in the form of the OATT to reduce opportunities for undue discrimination and facilitate the FERC’s enforcement; and (3) increase transparency in the rules applicable to planning and use of the transmission system.

The FERC also has issued rules on the interconnection of generators to require regulated transmission providers, such as the Utility or the CAISO, to use standard interconnection procedures and a standard agreement for generator interconnections.  These rules are intended to limit opportunities for transmission providers to favor their own generation, facilitate market entry for generation competitors by streamlining and standardizing interconnection procedures, and encourage needed investment in generation and transmission.  Under the rules and associated tariffs, a new generator is required to pay for the transmission system upgrades needed in order to interconnect the generator.  The generator will be reimbursed over a five-year period after the power plant achieves commercial operation.  The cost of the network upgrades is then recovered by the regulated transmission provider in its overall transmission rates.

State.  At the state level, California Assembly Bill 1890, enacted in 1996, mandated the restructuring of the California electricity industry beginning in 1998 to allow customers of the California investor-owned electric utilities to purchase energy from a service provider other than the regulated utilities (the ability to choose an energy provider is referred to as “direct access”).  Assembly Bill 1890 established a market framework for electricity generation in which generators and other electricity providers were permitted to charge market-based prices for wholesale electricity through transactions conducted through the Power Exchange (“PX”).  Following the 2000-2001 California energy crisis, the PX filed a petition for bankruptcy protection and now operates solely to reconcile remaining refund amounts owed and to make compliance filings as required by the FERC in the California refund proceeding, which is still pending at the FERC.  (For information about the status of the California refund proceeding and the remaining disputed claims made by power suppliers in the Utility’s Chapter 11 proceeding, see Note 14 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.)

California Assembly Bill 1X authorized the California Department of Water Resources (“DWR”), beginning in February 1, 2001, to purchase electricity and sell that electricity directly to the utilities' retail customers.  Assembly Bill 1X requires the utilities to deliver electricity purchased by the DWR under the contracts and to act as the DWR’s billing and collection agent.  To ensure that the DWR recovers the costs that it incurs under its power purchase contracts, the CPUC suspended direct access on September 20, 2001, but allowed existing direct access customers to continue being served by alternative energy service providers.  California Senate Bill 695, enacted on October 11, 2009, requires the CPUC to adopt and implement a schedule by April 11, 2010 to reopen direct access on a gradual basis over a period of not less than three years and not more than five years.  The statute imposes an annual limit on the amount of electricity that can be purchased by direct access customers of a particular utility.  The annual limit for each utility is increased each year until it reaches an amount equal to each utility’s historical maximum amount of energy provided by other service providers in that utility’s service territory during any one-year period.  Further legislative action is required to exceed these limits.

Assembly Bill 1890 also provided for the establishment of the CAISO, as a nonprofit public benefit corporation, to operate and control the state-wide electricity transmission grid and ensure efficient use and reliable operation of the transmission grid.  On April 1, 2009, the CAISO implemented new day-ahead, hour-ahead, and

 
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real-time wholesale electricity markets subject to bid caps that increase over time, as part of the implementation of the CAISO’s Market Redesign and Technology Upgrade initiative (“MRTU”).  Market participants, including load-serving entities like the Utility, are permitted to hedge the financial risk of CAISO-imposed congestion charges in the MRTU day-ahead market by acquiring congestion revenue rights.  Also, in January 2008, the CPUC staff issued its recommendation to establish a statewide wholesale electric capacity market to replace the current resource adequacy program.  Any changes that the CPUC adopts would be subject to FERC approval.  On October 29, 2009, the CPUC opened a new rulemaking proceeding to continue oversight of the current resource adequacy program, consider program refinements, and establish annual local procurement obligations.

In addition, the Utility’s customers may, under certain circumstances, obtain power from a “community choice aggregator” instead of from the Utility.  California Assembly Bill 117, enacted in 2002, permits cities and counties to purchase and sell electricity for their local residents and businesses once they have registered as community choice aggregators.  Under Assembly Bill 117, the Utility would continue to provide distribution, metering, and billing services to the community choice aggregators' customers and would be those customers' electricity provider of last resort.  Assembly Bill 117 provides that a community choice aggregator can procure electricity for all of its residents who do not affirmatively elect to continue to receive electricity from the Utility.  The CPUC has adopted rules to implement community choice aggregation, including the imposition of a surcharge on retail end-users of the community choice aggregator to prevent a shifting of costs to customers of a utility who receive bundled services and allowing a community choice aggregator to start service in phases.  Assembly Bill 117 also authorized the Utility to recover from each community choice aggregator any costs of implementing the program that are reasonably attributable to the community choice aggregator, and to recover from customers any costs of implementing the program not reasonably attributable to a community choice aggregator.

Competition in the Natural Gas Industry

FERC Order 636, issued in 1992, required interstate natural gas pipeline companies to divide their services into separate gas commodity sales, transportation, and storage services.  Under Order 636, interstate natural gas pipeline companies must provide transportation service whether or not the customer (often a local gas distribution company) buys the natural gas commodity from these companies.  The Utility’s natural gas pipelines are located within the State of California and are exempt from the FERC’s rules and regulations applicable to interstate pipelines; the Utility’s pipeline operations are instead subject to the jurisdiction of the CPUC.

The Utility’s gas transmission and storage system has operated under the CPUC-approved “Gas Accord” market structure since 1998.  This market structure largely mimics the regulatory framework required by the FERC for interstate gas pipelines.  The CPUC divides the Utility's natural gas customers into two categories: “core” customers, which are primarily small commercial and residential customers, and “non-core” customers, which are primarily industrial, large commercial, and electric generation customers.  Under the Gas Accord structure, non-core customers have access to capacity rights for firm service, as well as interruptible (or “as-available”) services.  All services are offered on a nondiscriminatory basis to any creditworthy customer.  The Gas Accord market structure has resulted in a robust wholesale gas commodity market at the Utility’s “citygate,” which refers to the interconnection between the big “backbone” gas transmission system and the smaller downstream local transmission systems.

The Gas Accord separated the Utility’s natural gas transmission and storage rates from its distribution services and rates.  The Gas Accord also changed the nature of the Utility’s transmission and storage services by creating path-specific transmission services, firm and interruptible service offerings, standard and negotiated rate options, and a secondary market for trading of firm capacity rights.  Additionally, the Gas Accord eliminated balancing account protection for some services, increasing the Utility’s risk/reward potential.  The Utility’s first Gas Accord, a settlement agreement reached among the Utility and many interested parties, was approved by the CPUC in 1997, took effect on March 1, 1998, and was renewed, with slight modifications, for various successive periods.  In September 2007, the CPUC approved the Gas Accord IV covering 2008 through 2010. In September 2009, the Utility filed an application with the CPUC to continue a majority of the Gas Accord IV’s terms and conditions for the Utility’s natural gas transportation and storage services from 2011 through 2014.

The Utility competes with other natural gas pipeline companies for customers transporting natural gas into the southern California market on the basis of transportation rates, access to competitively priced supplies of natural

 
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gas, and the quality and reliability of transportation services. The most important competitive factor affecting the Utility's market share for transportation of natural gas to the southern California market is the total delivered cost of western Canadian natural gas relative to the total delivered cost of natural gas from the southwestern United States. The total delivered cost of natural gas includes, in addition to the commodity cost, transportation costs on all pipelines that are used to deliver the natural gas, which, in the Utility's case, includes the cost of transportation of the natural gas from Canada to the California border and the amount that the Utility charges for transportation from the border to southern California. In general, when the total cost of western Canadian natural gas increases relative to other competing natural gas sources, the Utility's market share of transportation services into southern California decreases.  The Utility also competes for storage services with other third-party storage providers, primarily in northern California.

PG&E Corporation, through its subsidiary, PG&E Strategic Capital, Inc., along with Fort Chicago Energy Partners, L.P. and Williams Gas Pipeline Company, LLC, have been jointly pursuing the development of a new 234-mile interstate gas transmission pipeline that would increase natural gas supplies for the West Coast region of the United States. The proposed Pacific Connector Gas Pipeline, together with the proposed Jordan Cove liquefied natural gas (“LNG”) terminal in Coos Bay, Oregon, being developed by Fort Chicago Energy Partners, L.P., as lead investor, would open growing West Coast natural gas markets to diverse worldwide natural gas supply sources, providing additional alternatives to traditional Canadian, Southwest, and Rocky Mountain supplies and increasing supply options and reliability. The proposed Pacific Connector Gas Pipeline would be capable of delivering 1 Bcf per day. On December 17, 2009, the FERC issued an order to authorize construction and operation of the LNG terminal and the Pacific Connector Gas Pipeline.

The development and construction of the Pacific Connector Gas Pipeline and the proposed LNG terminal are subject to obtaining all remaining required federal, state and local permits and authorizations, as well as commitments under long-term capacity contracts of sufficient volumes to justify moving forward with construction of the terminal and the pipeline.  Assuming these are obtained and other conditions are timely satisfied, the proposed Pacific Connector Gas Pipeline and LNG terminal could begin commercial operation by late 2014.  However, PG&E Corporation cannot predict whether such conditions will be met and whether the construction of the proposed LNG terminal and associated pipeline will occur.

Ratemaking Mechanisms

Overview

The Utility’s rates for electricity and natural gas utility services are based on its costs of providing service (“cost-of-service ratemaking”).  Before setting rates, the CPUC and the FERC determine the annual amount of revenue (“revenue requirements”) that the Utility is authorized to collect from its customers.  The CPUC determines the Utility’s revenue requirements associated with electricity and gas distribution operations, electricity generation, and natural gas transportation and storage.  The FERC determines the Utility’s revenue requirements associated with its electricity transmission operations.

Revenue requirements are designed to allow a utility an opportunity to recover its reasonable operating and capital costs of providing utility services as well as a return of, and a fair rate of return on, its investment in utility facilities (“rate base”).  Revenue requirements are primarily determined based on the Utility’s forecast of future costs.  These costs include the Utility’s costs of electricity and natural gas purchased for its customers, operating expenses, administrative and general expenses, depreciation, taxes, and public purpose programs.

Regulatory balancing accounts are used to adjust the Utility’s revenue requirements.  Sales balancing accounts track differences between the Utility’s recorded revenues and its authorized revenue requirements, due primarily to sales fluctuations.  In general, electricity sales are higher in the summer months and natural gas sales are higher in the winter months.  Cost balancing accounts track differences between the Utility’s incurred costs and its authorized revenue requirements, most importantly for energy commodity costs and volumes that can be affected by seasonal demand, weather, and other factors.  Balances in all CPUC-authorized accounts are subject to review, verification audit, and adjustment, if necessary, by the CPUC.

 
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To develop retail rates, the revenue requirements are allocated among customer classes (mainly residential, commercial, industrial, and agricultural) and to various service components (mainly customer, demand, and energy).  Specific rate components are designed to produce the required revenue.  Rate changes become effective prospectively on or after the date of CPUC or FERC decisions.  Most rate changes approved by the CPUC throughout the year are consolidated to take effect on the first day of the following year.

Through cost-of-service ratemaking, rates are developed to produce the revenue requirements, including the authorized return on rate base.  The Utility may be unable to earn its authorized rate of return because the CPUC or the FERC excludes some of the Utility’s actual costs from the revenue requirements or because the Utility’s actual costs are higher than those reflected in the revenue requirements.

While the CPUC generally uses cost-of-service ratemaking to develop revenue requirements and rates, it selectively uses incentive ratemaking, which bases rates on the extent to which the utilities meet objective or fixed standards or goals, such as reliability standards or energy efficiency goals, instead of on the cost of providing service.

Electricity and Natural Gas Distribution and Electricity Generation Operations

General Rate Cases

The General Rate Case (“GRC”) is the primary proceeding in which the CPUC determines the amount of revenue requirements that the Utility is authorized to collect from customers to recover the Utility’s basic business and operational costs related to its electricity and natural gas distribution and electricity generation operations.  The CPUC generally conducts a GRC every three years.  The CPUC sets revenue requirement levels for a three-year rate period based on a forecast of costs for the first or “test” year.  Typical interveners in the Utility's GRC include the CPUC’s Division of Ratepayer Advocates and The Utility Reform Network.  On March 15, 2007, the CPUC approved a multi-party settlement agreement to resolve the Utility’s 2007 GRC.  The decision set the Utility’s electricity and natural gas distribution and electricity generation revenue requirements for a four-year period, from 2007 through 2010, rather than for a typical three-year period.  On December 21, 2009, the Utility filed its application for the next GRC to establish revenue requirements for 2011 through 2013.  For more information, see the section of MD&A entitled “Regulatory Matters” in the 2009 Annual Report.

Attrition Rate Adjustments

The CPUC may authorize the Utility to receive annual increases for the years between GRCs in the base revenues authorized for the test year of a GRC in order to avoid a reduction in earnings in those years due to, among other things, inflation and increases in invested capital. These adjustments are known as attrition rate adjustments. Attrition rate adjustments provide increases in the revenue requirements that the Utility is authorized to collect in rates for electricity and natural gas distribution and electricity generation operations.  The CPUC’s decision in the Utility’s 2007 GRC provided for attrition adjustments for 2008, 2009, and 2010.  For more information, see the section of MD&A entitled “Results of Operations” in the 2009 Annual Report.
Cost of Capital Proceedings

The CPUC authorizes the Utility's capital structure (i.e., the relative weightings of common equity, preferred equity, and debt) and the authorized rates of return on each component that the Utility may earn on its electricity and natural gas distribution and electricity generation assets.  The current authorized capital structure, consisting of 52% equity, 46% long-term debt, and 2% preferred stock, will be maintained through 2012 unless the automatic adjustment mechanism described below is triggered.  The Utility’s current authorized rates of return that the Utility may earn on its electricity and natural gas distribution and electricity generation rate base are 6.05% for long-term debt, 5.68% for preferred stock, and 11.35% for common equity, resulting in an overall rate of return on rate base of 8.79%.  The CPUC has authorized the Utility to maintain these rates through 2010.

The CPUC’s cost of capital mechanism uses an interest rate index (the 12-month October through September average of the Moody's Investors Service utility bond index) to trigger changes in the authorized cost of

 
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debt, preferred stock, and equity.  In any year in which the 12-month October through September average for the index increases or decreases by more than 100 basis points (“deadband”) from the benchmark, the cost of equity will be adjusted by one-half of the difference between the 12-month average and the benchmark.  In addition, if the mechanism is triggered, the costs of long-term debt and preferred stock will be adjusted to reflect the actual August month-end embedded costs in that year and forecasted interest rates for variable long-term debt and any new long-term debt and preferred stock forecasted to be issued in the coming year.  The Utility may apply for an adjustment to either the cost of capital or the capital structure sooner based on extraordinary circumstances.  The Utility’s next full cost of capital application must be filed by April 20, 2012, so that any resulting changes would become effective on January 1, 2013.

Although the FERC has authority to set the Utility’s rate of return for its electricity transmission operations, the rate of return is often unspecified if the Utility's transmission rates are determined through a negotiated rate settlement.

Baseline Allowance

The CPUC sets and periodically revises a baseline allowance for the Utility's residential gas and electricity customers. A customer's baseline allowance is the amount of its monthly usage that is covered under the lowest possible natural gas or electric rate. Natural gas or electricity usage in excess of the baseline allowance is covered by higher rates that increase with usage.


Rate Recovery of Costs of New Electricity Generation Resources

Overview

Each California investor-owned electric utility is responsible for procuring electricity to meet customer demand, plus applicable reserve margins, not satisfied from that utility's own generation facilities and existing electricity contracts (including DWR contracts allocated to the Utility under Assembly Bill 1X).  To accomplish this, each utility must submit a long-term procurement plan covering a 10-year period to the CPUC for approval.  Each long-term procurement plan must be designed to reduce GHG emissions and use the State of California’s preferred loading order to meet forecasted demand (i.e., increases in future demand will be offset through energy efficiency programs, demand response programs, renewable generation resources, distributed generation resources, and new conventional generation).  In December 2007, the CPUC approved the utilities’ long-term electricity procurement plans, covering 2007 through 2016, subject to certain required modifications.  California legislation, Assembly Bill 57, allows the utilities to recover the costs incurred in compliance with their CPUC-approved procurement plans without further after-the-fact reasonableness review.  Each utility may, if appropriate, conduct a competitive request for offers (“RFO”) within the parameters permitted in its approved plan to meet the utility’s projected need for electricity resources.  Contracts that are entered into after the RFO process are submitted to the CPUC for approval, along with a request for the CPUC to authorize revenue requirements to recover the associated costs.  The utilities conduct separate competitive solicitations to meet their renewable energy resource requirements. The utilities submit the renewable energy contracts after the conclusion of these solicitations to the CPUC for approval and authorization of the associated revenue requirements.  For more information about the Utility’s approved long-term procurement plan covering 2007 through 2016, see “Electric Utility Operations — Electricity Resources — Future Long-Term Generation Resources” below.

The Utility recovers its electricity procurement costs and the fuel costs for the Utility’s own generation facilities (but excluding the costs of electricity allocated to the Utility’s customers under DWR contracts) through the Energy Resource Recovery Account (“ERRA”), a balancing account authorized by the CPUC in accordance with Assembly Bill 57.  The ERRA tracks the difference between the authorized revenue requirement and actual costs incurred under the Utility's authorized procurement plans and contracts.  To determine the authorized revenue requirement recorded in the ERRA, each year the CPUC reviews the Utility’s forecasted costs under power purchase agreements and fuel costs.  Although California legislation requiring the CPUC to adjust a utility’s retail electricity rates when the forecast aggregate over-collections or under-collections in the ERRA exceed 5% of a utility's prior year electricity procurement revenues (excluding amounts collected for the DWR contracts) expired on January 1, 2006, the

 
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CPUC has extended this mandatory rate adjustment mechanism for the length of a utility’s resource commitment or 10 years, whichever is longer.  The CPUC also performs compliance reviews of the procurement activities recorded in the ERRA to ensure that the Utility’s procurement activities are in compliance with its approved procurement plans. The Chapter 11 Settlement Agreement also provides that the Utility will recover its reasonable costs of providing utility service, including power purchase costs.

Costs Incurred Under New Power Purchase Agreements

The CPUC has approved various power purchase agreements that the Utility has entered into with third parties in accordance with the Utility’s CPUC-approved long-term procurement plan and to meet renewable energy and resource adequacy requirements.  The CPUC also authorized the Utility to recover fixed and variable costs associated with these contracts through the ERRA.

For new non-renewable generation purchased from third parties under power purchase agreements, the Utility may elect to recover any above-market costs through either (1) the imposition of a non-bypassable charge on bundled and departing customers only, or (2) the allocation of the “net capacity costs” (i.e., contract price less energy revenues) to all “benefiting customers” in the utilities’ service territory, including existing direct access customers and community choice aggregation customers.  (For information about the status of direct access and community choice aggregation, see the section above entitled “Competition in the Electricity Industry.”)

The non-bypassable charge can be imposed from the date of signing a power purchase agreement and can last for 10 years from the date the new generation unit comes on line or for the term of the contract, whichever is less.  Utilities are allowed to justify a cost recovery period longer than 10 years on a case-by-case basis.  If a utility elects to use the net capacity cost allocation method, the net capacity costs are allocated for the term of the contract or 10 years, whichever is shorter, starting on the date the new generation unit comes on line.  Under this allocation mechanism, the energy rights to the contract are auctioned off to maximize the energy revenues and minimize the net capacity costs subject to allocation.  If no bids are accepted for the energy rights, the Utility would retain the rights to the energy and would value it at market prices for the purposes of determining the net capacity costs to be allocated until the next periodic auction.

California Senate Bill 695, enacted on October 11, 2009, also includes a mechanism for recovery of above-market costs from direct access and community choice aggregation customers.  The CPUC has not yet implemented this portion of Senate Bill 695.

Costs of Utility-Owned Generation Resource Projects

The CPUC-authorized revenue requirements for capital costs and non-fuel operating and maintenance costs for operating Utility-owned generation facilities are addressed in the Utility’s GRC.  The CPUC-authorized revenue requirements to recover the initial capital costs for utility-owned generation projects are recovered through a balancing account, the Utility Generation Balancing Account (“UGBA”), which tracks the difference between the CPUC-approved forecast of initial capital costs, adjusted from time to time as permitted by the CPUC, and actual costs.  The initial revenue requirement for Utility-owned projects generally would begin to accrue in the UGBA as of the new facility’s commercial operation date or the date a completed facility is transferred to the Utility, and would be included in rates on January 1 of the following year.  For more information, see the section of MD&A entitled “Capital Expenditures — Proposed New Generation Facilities” in the 2009 Annual Report.

DWR Electricity and DWR Revenue Requirements
 
During the 2000-2001 California energy crisis, the DWR entered into long-term contracts to purchase electricity from third parties.  The electricity provided under these contracts has been allocated to the electric customers of the three California investor-owned electric utilities.  The DWR pays for its costs of purchasing electricity from a revenue requirement collected from these customers through a rate component called the DWR “power charge.”  The rates that these customers pay also include a “bond charge” to pay a share of the DWR’s revenue requirements to recover costs associated with the DWR's $11.3 billion bond offering completed in November 2002.  The proceeds of this bond offering were used to repay the State of California and lenders to the DWR for electricity purchases made before the implementation of the DWR's revenue requirement and to provide
 

 
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the DWR with funds to make its electricity purchases.  The Utility acts as a billing and collection agent for the DWR for these amounts; however, amounts collected for the DWR and any adjustments are not included in the Utility's revenues.
 
Electricity Transmission 

The Utility's electricity transmission revenue requirements and its wholesale and retail transmission rates are subject to authorization by the FERC. The Utility has two main sources of transmission revenues (1) charges under the Utility's transmission owner tariff, and (2) charges under specific contracts with wholesale transmission customers that the Utility entered into before the CAISO began its operations in March 1998.  These wholesale customers are referred to as existing transmission contract customers and are charged individualized rates based on the terms of their contracts.  Other customers pay transmission rates that are established by the FERC in the Utility's transmission owner tariff rate cases.  These FERC-approved rates are included by the CPUC in the Utility's retail electric rates, consistent with the federal filed rate doctrine, and are collected from retail electric customers receiving bundled service.

Transmission Owner Rate Cases

The primary FERC ratemaking proceeding to determine the amount of revenue requirements that the Utility is authorized to recover for its electric transmission costs and to earn its return on equity is the transmission owner rate case (“TO rate case”).  The Utility generally files a TO rate case every year, setting rates for a one-year period.  The Utility is typically able to charge new rates, subject to refund, before the outcome of the FERC ratemaking review process.  For more information about the Utility’s TO rate cases, see the section of MD&A entitled “Regulatory Matters — Electric Transmission Owner Rate Cases” in the 2009 Annual Report.

The Utility's transmission owner tariff includes two rate components.  The primary component consists of base transmission rates intended to recover the Utility's operating and maintenance expenses, depreciation and amortization expenses, interest expense, tax expense, and return on equity.  The Utility derives the majority of the Utility's transmission revenue from base transmission rates.

The other component consists of rates intended to reflect credits and charges from the CAISO.  The CAISO credits the Utility for transmission revenues received by the CAISO.  These revenues include:

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the proceeds received from the CAISO for wholesale wheeling service (i.e., the transfer of electricity that is being sold in the wholesale market) that the CAISO provides to third parties using the Utility’s transmission facilities, and

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revenues that the CAISO collects from transmission users to relieve congestion on the Utility’s transmission line (either in the form of financial hedges, such as firm transmission rights relating to future deliveries of electricity, or in the form of a usage charge to manage congestion relating to real-time delivery of electricity).

These revenues are adjusted by the shortfall or surplus resulting from any cost differences between the amount that the Utility is entitled to receive from existing transmission contract customers under specific contracts and the amount that the Utility is entitled to receive or be charged for scheduling services under the CAISO’s rules and protocols.

The CAISO also charges the Utility for reliability service costs and imposes a transmission access charge on the Utility for the use of the CAISO-controlled electric transmission grid in serving its customers.  The CAISO's transmission access charge methodology, approved by the FERC in December 2004, provided for a transition over a 10-year period, from 2001 to2010, to a uniform statewide high-voltage transmission rate.  This rate is based on the revenue requirements associated with facilities operated at 200 kV and above of all transmission-owning entities that become participating transmission owners under the CAISO tariff.  The transmission access charge methodology results in a cost shift from transmission owners, whose costs for existing transmission facilities at 200 kV and above are higher than that embedded in the uniform transmission access charge rate, to transmission owners with lower embedded costs for existing high voltage transmission, such as the Utility. The Utility's obligation for this cost

 
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differential, which is capped at $32 million per year during the 10-year transition period, is recovered in retail transmission rates.


Natural Gas

The Gas Accord

The Utility’s authorized natural gas transmission and storage rates and associated revenue requirements from January 1, 2008 through December 31, 2010 have been set in accordance with the CPUC-approved settlement agreement known as the Gas Accord IV.  On September 18, 2009, the Utility filed an application with the CPUC to establish the Utility’s natural gas transmission and storage revenue requirements from January 1, 2011 through 2014 and to continue a majority of the terms and conditions of the Gas Accord IV.  A decision on the Utility’s application, known as the Gas Accord V, is expected by the end of 2010.  A substantial portion of the authorized revenue requirements, primarily those costs allocated to core customers, would continue to be assured of recovery through balancing account mechanisms and/or fixed reservation charges.  The Utility’s ability to recover the remaining revenue requirements would continue to depend on throughput volumes, gas prices, and the extent to which non-core customers and other shippers contract for firm transmission services. This volumetric cost recovery risk associated with each function (backbone transmission, local transmission, and storage) is summarized below:

Backbone Transmission.  The backbone transmission revenue requirement is recovered through a combination of firm two-part rates (consisting of fixed monthly reservation charges and volumetric usage charges) and as-available one-part rates (consisting only of volumetric usage charges).  The mix of firm and as-available backbone services provided by the Utility continually changes.  As a result, the Utility’s recovery of its backbone transmission costs is subject to volumetric and price risk to the extent that backbone capacity is sold on an as-available basis.  Core procurement entities (including core customers served by the Utility) are the primary long-term subscribers to backbone capacity.  Core customers are allocated approximately 36% of the total backbone capacity on the Utility’s system. Core customers pay approximately 72% of the costs of the backbone capacity that is allocated to them through fixed reservation charges.

Local Transmission.  The local transmission revenue requirement is allocated approximately 71% to core customers and 29% to non-core customers.  The Utility recovers the portion allocated to core customers through a balancing account, but the Utility’s recovery of the portion allocated to non-core customers is subject to volumetric and price risk.

Storage.  The storage revenue requirement is allocated approximately 71% to core customers, 12% to non-core storage service, and 17% to pipeline load balancing service.  The Utility recovers the portion allocated to core customers through a balancing account, but the Utility’s recovery of the portion allocated to non-core customers is subject to volumetric and price risk.  The revenue requirement for pipeline load balancing service is recovered in backbone transmission rates and is subject to the same cost recovery risks described above for backbone transmission.

Biennial Cost Allocation Proceeding

Certain of the Utility's natural gas distribution costs and balancing account balances are allocated to customers in the CPUC’s Biennial Cost Allocation Proceeding. This proceeding normally occurs every two years and is updated in the interim year for purposes of adjusting natural gas rates to recover from customers any under-collection, or refund to customers any over-collection, in the balancing accounts. Balancing accounts for gas distribution and other authorized expenses accumulate differences between authorized amounts and actual revenues.

 
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Natural Gas Procurement

The Utility sets the natural gas procurement rate for core customers monthly, based on the forecasted costs of natural gas, core pipeline capacity and storage costs. The Utility reflects the difference between actual natural gas purchase costs and forecasted natural gas purchase costs in several natural gas balancing accounts, with under-collections and over-collections taken into account in subsequent monthly rates.

The Utility recovers the cost of gas (subject to the ratemaking mechanism discussed below), acquired on behalf of core customers, through its retail gas rates.  The Utility is protected against after-the-fact reasonableness reviews of these gas procurement costs under the Core Procurement Incentive Mechanism (“CPIM”).  Under the CPIM, the Utility's purchase costs for a fixed 12-month period are compared to an aggregate market-based benchmark based on a weighted average of published monthly and daily natural gas price indices at the points where the Utility typically purchases natural gas.  Costs that fall within a tolerance band, which is 99% to 102% of the benchmark, are considered reasonable and are fully recovered in customers' rates. One-half of the costs above 102% of the benchmark are recoverable in customers' rates, and the Utility's customers receive in their rates 80% of any savings resulting from the Utility's cost of natural gas that is less than 99% of the benchmark. The shareholder award is capped at the lower of 1.5% of total natural gas commodity costs or $25 million.  While this incentive mechanism remains in place, changes in the price of natural gas, consistent with the market-based benchmark, are not expected to materially impact net income. The Utility also has received CPUC approval for a long-term gas hedging program through 2011 on behalf of core customers.  The costs of the hedging program are recovered directly from gas customers, outside the CPIM mechanism, and are subject only to a compliance review, not an after-the fact reasonableness review. (For more information, see Note 10: Derivatives and Hedging Activities, of the Notes to the Consolidated Financial Statements in the 2009 Annual Report).

In January 2010, the CPUC approved a joint settlement agreement among the Utility, the CPUC’s Division of Ratepayer Advocates, and The Utility Reform Network to incorporate a portion of hedging costs for core customers into the Utility’s CPIM.  The settlement agreement has an initial term of seven years, through October 2017, which can be extended by agreement of the parties.  As a result, the settlement agreement permits the Utility to develop and implement a sustained core hedging program.

Interstate and Canadian Natural Gas Transportation

The Utility's interstate and Canadian natural gas transportation agreements with third-party service providers are governed by tariffs that detail rates, rules, and terms of service for the provision of natural gas transportation services to the Utility on interstate and Canadian pipelines.  United States tariffs are approved for each pipeline for service to all of its shippers, including the Utility, by the FERC in a FERC ratemaking review process, and the applicable Canadian tariffs are approved by the Alberta Utilities Commission and the National Energy Board.  The Utility's agreements with interstate and Canadian natural gas transportation service providers are administered as part of the Utility's core natural gas procurement business.  Their purpose is to transport natural gas from the points at which the Utility takes delivery of natural gas (typically in Canada and the southwestern United States) to the points at which the Utility's natural gas transportation system begins.   For more information, see the discussion below under “Natural Gas Utility Operations — Interstate and Canadian Natural Gas Transportation Services Agreements.”


Electric Utility Operations

Electricity Resources 

The Utility is required to maintain physical generating capacity adequate to meet its customers’ demand for electricity (“load”), including peak demand and planning and operating reserves, deliverable to the locations and at times as may be necessary to provide reliable electric service.  The Utility is required to dispatch, or schedule, all of the electricity resources within its portfolio, including electricity provided under DWR contracts, in the most cost-effective way.

 
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The following table shows the percentage of the Utility's total actual deliveries of electricity in 2009 represented by each major electricity resource:

Total 2009 Actual Electricity Delivered 79,585 GWh:

 
Owned generation:
    
Nuclear
20.5%
  
Large Hydroelectric
10.5%
  
Small Hydroelectric
1.4%
  
Fossil fuel-fired
3.9%
  
Total
  
36.3%
DWR
  
18.0%
Qualifying Facilities
  
18.8%
Irrigation Districts
  
3.7%
Other Power Purchases
  
23.2%

Owned Generation Facilities 

At December 31, 2009, the Utility owned and operated the following generation facilities, all located in California, listed by energy source:

Generation Type
  
County Location
  
Number of
Units
  
Net Operating
Capacity (MW)
Nuclear:
            
Diablo Canyon
  
San Luis Obispo
  
2
  
2,240
Hydroelectric:
            
Conventional
  
16 counties in northern
and central California
  
107
  
2,684
Helms pumped storage
  
Fresno
  
3
  
1,212
Hydroelectric subtotal
      
110
  
3,896
Fossil fuel:
            
Gateway Generating Station(1)
  
Contra Costa
  
1
  
530
Humboldt Bay(2)
  
Humboldt
  
2
  
105
Mobile turbines
  
Humboldt
  
2
  
30
Fossil fuel subtotal
      
5
  
665
Total
      
117
  
6,801

(1)  
The Gateway Generating Station became operational in January 2009.
(2)  
The Humboldt Bay facilities consist of a retired nuclear generation unit, Humboldt Bay Unit 3, and two operating fossil fuel-fired plants.  As described below, the CPUC has approved the Utility’s application to re-power the two fossil fuel-fired plants.

Diablo Canyon Power Plant.  The Utility's Diablo Canyon power plant consists of two nuclear power reactor units, Units 1 and 2, with a total-plant net generation capacity of approximately 2,240 MW of electricity.  For the twelve months period ended December 31, 2009, the Utility’s Diablo Canyon power plant achieved an average overall capacity factor of approximately 83%.  The NRC operating license for Unit 1 expires in November 2024, and the NRC operating license for Unit 2 expires in August 2025.  In November 2009, the Utility filed an application at the NRC requesting that each of these licenses be renewed for 20 years.  The license renewal process is expected to take several years as the NRC holds public hearings and conducts safety and environmental analyses and site audits.  (See the discussion under the heading “Risk Factors” that appears in the MD&A section of the 2009 Annual Report.)  Under the terms of the NRC operating licenses, there must be sufficient storage capacity for the radioactive spent fuel produced by the Diablo Canyon plant.  For a discussion of the Utility’s spent fuel storage project, see “Environmental Matters — Nuclear Fuel Disposal” below.

 
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The ability of the Utility to produce nuclear generation depends on the availability of nuclear fuel.  The Utility has entered into various purchase agreements for nuclear fuel that are intended to ensure long-term fuel supply.  For more information about these agreements, see Note 16: Commitments and Contingencies — Nuclear Fuel Agreements, of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.

The following table outlines the Diablo Canyon power plant’s refueling schedule for the next five years.  The Diablo Canyon power plant refueling outages are typically scheduled every 20 months.  The average length of a refueling outage over the last five years has been approximately 51 days.  The actual refueling schedule and outage duration will depend on the scope of the work required for a particular outage and other factors.

     
2010
  
2011
  
2012
2013
2014
Unit 1
                  
   Refueling
    
October
  
-
  
April
-
February
   Duration (days)
    
40
  
-
  
30
-
30
   Startup
    
November
  
-
  
May
-
March
Unit 2
                  
   Refueling
    
-
  
May
  
-
February
September
   Duration (days)
    
-
  
30
  
-
30
35
   Startup
    
-
  
June
  
-
March
October

Hydroelectric Generation Facilities.  The Utility’s hydroelectric system consists of 110 generating units at 69 powerhouses, including a pumped storage facility, with a total generating capacity of 3,896 MW.  Most of the Utility’s hydroelectric generation units are classified as “large” hydro facilities, as their unit capacity exceeds 30 MW.  The system includes 99 reservoirs, 56 diversions, 170 dams, 184 miles of canals, 44 miles of flumes, 135 miles of tunnels, 19 miles of pipe, and 5 miles of natural waterways. The system also includes water rights as specified in 90 permits or licenses and 160 statements of water diversion and use.  All of the Utility's powerhouses are licensed by the FERC (except for three small powerhouses not subject to FERC licensing requirements), with license terms between 30 and 50 years. In the last three years, the FERC renewed three hydroelectric licenses associated with a total of 435 MW of hydroelectric power.  The Utility is in the process of renewing licenses for projects associated with approximately 1,073 MW of hydroelectric power.  Although the original licenses associated with 516 MW of the 1,073 MW have expired, the licenses are automatically renewed each year until completion of the relicensing process.  Licenses associated with approximately 2,701 MW of hydroelectric power will expire between 2018 and 2043.

New Generation Facilities.  In addition to the Utility-owned resources shown in the table above, the Utility has been engaged in the development of two generation facilities to be owned and operated by the Utility.  Construction of the Colusa Generating Station, a 657 MW combined cycle generating facility to be located in Colusa County, California, began on October 1, 2008.  Subject to meeting operational performance requirements and other conditions, it is anticipated that the Colusa Generating Station will commence operations by November 2010.  Also, in December 2008, the Utility began construction of a 163 MW power plant to re-power the Utility’s existing power plant at Humboldt Bay, which is at the end of its useful life.  Subject to obtaining required permits, meeting construction schedules, operational performance requirements and other conditions, it is anticipated that the Humboldt Bay project will commence operations in September 2010.
DWR Power Purchases 

During 2009, electricity from the DWR contracts allocated to the Utility provided approximately 18.0% of the electricity delivered to the Utility’s customers.  The DWR purchased the electricity under contracts with various generators.  The Utility, as an agent, is responsible for administration and dispatch of these DWR contracts and acts as a billing and collection agent.  The DWR remains legally and financially responsible for its contracts.  The Utility expects that the amount of power supplied under the DWR’s contracts will diminish in the future as these contracts expire or are novated to the Utility.

 
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Third-Party Power Purchase Agreements

Qualifying Facility Power Purchase Agreements.  As described above under “The Utility’s Regulatory Environment-Federal Energy Regulation,” the Utility is required to purchase energy and capacity from independent power producers that are QFs.  As of December 31, 2009, the Utility had power purchase agreements with 240 QFs for approximately 3,900 MW that are in operation.  Agreements for approximately 3,600 MW expire at various dates between 2010 and 2028.  QF power purchase agreements for approximately 300 MW have no specific expiration dates and will terminate only when the owner of the QF exercises its termination option.  The Utility also has power purchase agreements with approximately 75 inoperative QFs.  The total of approximately 3,900 MW consists of 2,500 MW from cogeneration projects, and 1,400 MW from renewable generation resources, as discussed below.  QF power purchases accounted for 18.8% of the Utility’s 2009 electricity deliveries.  No single QF accounted for more than 5% of the Utility’s 2009 electricity deliveries.

Irrigation Districts and Water Agencies.  The Utility also has entered into contracts with various irrigation districts and water agencies to purchase hydroelectric power.  These agreements are based on debt service requirements (regardless of the amount of power supplied), and include variable payments to the counterparty for operation and maintenance costs.  These contracts will expire on various dates between 2010 and 2031.  In 2009, they accounted for 3.7% of the Utility’s electricity deliveries.

Other Power Purchase Agreements.  The Utility has entered into power purchase agreements, including agreements to purchase renewable energy that were entered into following annual solicitations and separate bilateral negotiations.  In addition, in accordance with the Utility’s CPUC-approved long-term procurement plan, the Utility has entered into power purchase agreements for conventional generation resources.  During 2009, the Utility’s purchases under these agreements accounted for 9.0% of the Utility’s deliveries.  When market prices and forecasted load conditions are favorable, the Utility also has the ability to procure electricity through the spot bilateral and CAISO markets.  Electricity purchased in these markets accounted for 14.2% of the Utility’s deliveries in 2009.

For more information regarding the Utility’s power purchase contracts, see Note 16: Commitments and Contingencies — Third-Party Power Purchase Agreements, of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.

Renewable Generation Resources

California law requires California retail sellers of electricity, such as the Utility, to comply with a renewable portfolio standard (“RPS”) by increasing their deliveries of renewable energy (such as biomass, small hydroelectric, wind, solar, and geothermal energy) each year, so that the amount of electricity delivered from renewable resources equals at least 20% of their total retail sales by the end of 2010.  If a retail seller is unable to meet its target for a particular year, the current CPUC “flexible compliance” rules allow the deficit to be carried forward for up to three years so that future deliveries of renewable power can be used to make up the deficit.

The amount of electricity the Utility delivered from renewable resources during 2009 equaled 14.4 % of the Utility’s total retail electricity sales at December 31, 2009.  Most renewable energy deliveries resulted from third party contracts, mainly QF agreements and bilateral contracts.  Additional renewable resources included the Utility’s small hydro and solar facilities and certain irrigation district contracts (small hydro facilities).  (Under California law only hydroelectric generation resources with a capacity of 30 MW or less can qualify as a renewable resource for purposes of meeting the RPS mandate.  Most of the Utility’s hydroelectric generating units have a capacity in excess of 30 MW and do not qualify as RPS-eligible resources.)

 
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Total 2009 renewable deliveries are stated in the table below.

Type
  
GWh
    
% of Bundled Load
  
Biopower
     3,439       4.3 %
Geothermal
     3,412       4.3 %
Wind
     2,524       3.2 %
Small Hydroelectric
     2,044       2.6 %
Solar
     22       0.0 %
Total
     11,441       14.4 %

For more information regarding the Utility’s renewable energy contracts, see Note 16: Commitments and Contingencies — Third-Party Power Purchase Agreements, of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.

Future Long-Term Generation Resources

In compliance with California’s Clean Energy Action Plan, the Utility plans to meet future electricity demand by focusing first on reducing consumption through energy efficiency and demand response programs, then by securing environmentally preferred energy resources, such as renewable generation and distributed generation (including solar power), and finally by relying on clean and efficient fossil-fueled generation resources.   The Utility’s CPUC-approved long-term electricity procurement plan, covering 2007-2016, forecasts that the Utility will need to obtain an additional 800 to 1,200 MW of new generation resources by 2015 above the Utility's planned additions of renewable resources, energy efficiency, demand reduction programs, and previously approved contracts for new generation resources.  Due to the cancellation of two projects selected in its 2004 RFO for new long-term generation resources, the Utility was authorized to increase the new generation resource need to obtain 1,112 to 1,512 MW.  

The CPUC allows the California investor-owned utilities to acquire ownership of new conventional generation resources only through purchase and sale agreements (“PSAs”) ( a PSA is a “turnkey” arrangement in which a new generating facility is constructed by a third party and then sold to the Utility upon satisfaction of certain contractual requirements).  The utilities are prohibited from submitting offers for utility-build generation in their respective RFOs until questions can be resolved about how to compare offers for utility-owned generation with offers from independent power producers.  The utilities are permitted to propose utility-owned generation projects through a separate application outside of the RFO process in the following circumstances: (1) to mitigate market power demonstrated by the utility to be held by others, (2) to support a use of preferred resources, such as renewable energy sources, (3) to take advantage of a unique and fleeting opportunity (such as a bankruptcy settlement), and (4) to meet unique reliability needs.

For a discussion of the Utility-owned generation projects the Utility has requested that the CPUC approve, see the section of MD&A entitled “Capital Expenditures — Proposed New Generation Facilities” in the 2009 Annual Report.


 
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Electricity Transmission 

At December 31, 2009, the Utility owned 18,650 circuit miles of interconnected transmission lines operated at voltages of 500 kV to 60 kV and transmission substations with a capacity of 57,848 MVA. Electricity is transmitted across these lines and substations and is then distributed to customers through 141,213 circuit miles of distribution lines and substations with a capacity of 27,896 MVA.  In 2009, the Utility delivered 85,629 GWh to its customers, including 5,643 GWh delivered to direct access customers.  The Utility is interconnected with electric power systems in the WECC, which includes 14 western states, Alberta and British Columbia, Canada, and parts of Mexico.

During 1998, in connection with electric industry restructuring, the California investor-owned electric utilities relinquished control, but not ownership, of their transmission facilities to the CAISO.  The Utility entered into a Transmission Control Agreement with the CAISO and other participating transmission owners (including Southern California Edison Company, San Diego Gas & Electric Company, and several California municipal utilities) under which the transmission owners have assigned operational control of their electric transmission systems to the CAISO.  The Utility is required to give the CAISO two years notice and receive approval from the FERC if it wishes to withdraw from the Transmission Control Agreement and take back operational control of its transmission facilities.

The CAISO, which is regulated by the FERC, controls the operation of the transmission system and provides open access transmission service on a nondiscriminatory basis.  The CAISO also is responsible for ensuring that the reliability of the transmission system is maintained.  The Utility acts as a scheduling coordinator to schedule electricity deliveries to the transmission grid.  The Utility also acts as a scheduling coordinator to deliver electricity produced by several governmental entities to the transmission grid under contracts the Utility entered into with these entities before the CAISO commenced operation in 1998.  In addition, under the mandatory reliability standards implemented following the EPAct, all users, owners, and operators of the transmission system, including the Utility, are also responsible for maintaining reliability through compliance with the reliability standards.  See the discussion of reliability standards above under “The Utility’s Regulatory Environment — Federal Energy Regulation.”

The Utility expects to undertake various additional transmission projects over the next few years to upgrade and expand the Utility’s transmission system in order to accommodate system load growth, to secure access to renewable generation resources, to replace aging or obsolete equipment, to maintain system reliability, and to reduce reliance on generation provided under reliability must run (“RMR”) agreements with the CAISO.  (RMR agreements require various power plant owners, including the Utility, to keep designated units in certain power plants, known as RMR units, available to generate electricity upon the CAISO's demand when the generation from those RMR units is needed for local transmission system reliability.)  Potential transmission projects include a high-voltage transmission line to improve regional reliability in the Fresno, California area and ultimately enable access to new renewable generation resources (referred to as the “Central California Clean Energy Transmission Project”).  As previously disclosed, the Utility has been exploring the feasibility of obtaining regulatory approval for a potential investment in a proposed 1,000 mile high-voltage electric transmission project that would run from British Columbia, Canada to Northern California.  The project would provide access to potential new renewable generation resources, improve regional transmission reliability, and provide opportunities for other market participants to use the new facilities.  The supply of and need for new renewable generation have evolved since the Utility began exploring the feasibility of obtaining regulatory approval for the potential investment, as has the interest from potential partners.  In lieu of the 1,000 mile high-voltage transmission line,  the Utility is in continuing discussions with various stakeholders to explore whether, in light of these changing circumstances, a different version of this project or another transmission project in this region should be pursued as part of its overall renewable energy supply strategy.  
  

Electricity Distribution Operations

The Utility's electricity distribution network extends through 47 of California’s 58 counties, comprising most of northern and central California.  The Utility's network consists of 141,213 circuit miles of distribution lines

 
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(of which approximately 20% are underground and approximately 80% are overhead).  There are 93 transmission substations and 48 transmission-switching stations.  A transmission substation is a fenced facility where voltage is transformed from one transmission voltage level to another.  The Utility’s network includes 600 distribution substations and 118 low-voltage distribution substations.  The 53 combined transmission and distribution substations have both transmission and distribution transformers.

The Utility's distribution network interconnects to the Utility’s electricity transmission system at 1,116 points.  This interconnection between the Utility's distribution network and the transmission system typically occurs at distribution substations where transformers and switching equipment reduce the high-voltage transmission levels at which the electricity transmission system transmits electricity, ranging from 500 kV to 60 kV, to lower voltages, ranging from 44 kV to 2.4 kV, suitable for distribution to the Utility's customers.  The distribution substations serve as the central hubs of the Utility's electricity distribution network and consist of transformers, voltage regulation equipment, protective devices, and structural equipment.  Emanating from each substation are primary and secondary distribution lines connected to local transformers and switching equipment that link distribution lines and provide delivery to end-users.  In some cases, the Utility sells electricity from its distribution lines or other facilities to entities, such as municipal and other utilities, that then resell the electricity.

2009 Electricity Deliveries.  The following table shows the percentage of the Utility’s total 2009 electricity deliveries represented by each of its major customer classes.

Total 2009 Electricity Delivered: 85,629 GWh

Residential Customers
36%
Commercial Customers
39%
Industrial Customers
17%
Agricultural and Other Customers
8%


Electricity Distribution Operating Statistics

The following table shows certain of the Utility's operating statistics from 2005 to 2009 for electricity sold or delivered, including the classification of sales and revenues by type of service.
 
   
2009
    
2008
    
2007
    
2006
    
2005
  
Customers (average for the year):
                              
Residential
     4,492,359       4,488,884       4,464,483       4,417,638       4,353,458  
Commercial
     528,786       527,045       521,732       515,297       509,786  
Industrial
     1,285       1,265       1,261       1,212       1,271  
Agricultural
     83,581       81,757       80,366       79,006       78,876  
Public street and highway lighting
     31,227       30,474       29,643       28,799       28,021  
Other electric utilities
     2       2       2       4       4  
Total
     5,137,240       5,129,427       5,097,487       5,041,956       4,971,416  
Deliveries (in GWh):(1)
                                        
Residential
     31,234       31,454       30,796       31,014       29,752  
Commercial
     32,958       34,053       33,986       33,492       32,375  
Industrial
     14,806       16,148       15,159       15,166       14,932  
Agricultural
     5,804       5,594       5,402       3,839       3,742  
Public street and highway lighting
     826       877       833       785       792  
Other electric utilities
     1       1       3       14       33  
Subtotal
     85,629       88,127       86,179       84,310       81,626  
   California Department of Water Resources (DWR)
     (13,244 )     (13,344 )     (21,193 )     (19,585 )     (20,476 )
Total non-DWR electricity
     72,385       74,783       64,986       64,725       61,150  
Revenues (in millions):
                                        
Residential
   $ 4,759     $ 4,656     $ 4,580     $ 4,491     $ 3,856  
Commercial
     4,538       4,413       4,484       4,414       4,114  
 
 
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Industrial
     1,392       1,400       1,252       1,293       1,232  
Agricultural
     770       727       664       483       446  
Public street and highway lighting
     74       75       78       72       66  
Other electric utilities
     66       126       85       59       4  
Subtotal
     11,599       11,397       11,143       10,812       9,718  
DWR
     (1,987 )     (1,325 )     (2,229 )     (2,119 )     (1,699 )
Miscellaneous
     221       336       215       261       235  
Regulatory balancing accounts
     424       330       352       (202 )     (327 )
Total electricity operating revenues
   $ 10,257     $ 10,738     $ 9,481     $ 8,752     $ 7,927  
Other Data:
                                        
Average annual residential usage (kWh)
     6,953       7,007       6,898       7,020       6,834  
Average billed revenues (cents per kWh):
                                        
Residential
   $ 15.24     $ 14.80     $ 14.87     $ 14.48     $ 12.96  
Commercial
     13.77       12.96       13.19       13.18       12.71  
Industrial
     9.40       8.67       8.26       8.53       8.25  
Agricultural
     13.27       13.00       12.29       12.58       11.92  
Net plant investment per customer
   $ 4,336     $ 3,994     $ 3,418     $ 3,148     $ 2,966  

 
(1)
These amounts include electricity provided to direct access customers who procure their own supplies of electricity.
 

Natural Gas Utility Operations 

The Utility owns and operates an integrated natural gas transportation, storage, and distribution system in California that extends throughout all or a part of 39 of California’s 58 counties and includes most of northern and central California.  In 2009, the Utility served approximately 4.3 million natural gas distribution customers.  The total volume of natural gas throughput during 2009 was approximately 845 Bcf.

As of December 31, 2009, the Utility’s natural gas system consisted of 42,142 miles of distribution pipelines, 6,438 miles of backbone and local transmission pipelines, and three storage facilities.  The Utility’s backbone transmission system, composed primarily of Lines 300, 400, and 401, is used to transport gas from the Utility’s interconnection with interstate pipelines, other local distribution companies, and California gas fields to the Utility’s local transmission and distribution systems.  The Utility's Line 300, which interconnects with the U.S. Southwest and Rocky Mountain pipeline systems owned by third parties (Transwestern Pipeline Company, El Paso Natural Gas Company, Questar Southern Trails Pipeline Company, and Kern River Pipeline Company), has a receipt capacity of approximately 1.07 Bcf per day.  The Utility's Line 400/401 interconnects with the natural gas transportation pipeline of Gas Transmission Northwest Corporation at the California-Oregon border.  This line has a receipt capacity at the border of approximately 2.02 Bcf per day.  Through interconnections with other interstate pipelines, the Utility can receive natural gas from all the major natural gas basins in western North America, including basins in western Canada, the Rocky Mountains, and the southwestern United States.  The Utility also is supplied by natural gas fields in California.

The Utility owns and operates three underground natural gas storage fields connected to the Utility’s transmission and storage system.  These storage fields have a combined firm capacity of approximately 47 Bcf.  In addition, two independent storage operators are interconnected to the Utility's northern California transportation system.

The Utility, along with Gill Ranch Storage, LLC, a subsidiary of Northwest Natural Gas Company, is developing an underground natural gas storage facility near Fresno, California.  It is expected that construction of the initial phase, to consist of approximately 20 Bcf of total capacity, will be completed in 2010.  The Utility has a 25% interest in the initial phase of the proposed storage facility.

The CPUC divides the Utility's natural gas customers into two categories: core and non-core customers. This classification is based largely on a customer's annual natural gas usage.  The core customer class is comprised mainly of residential and smaller commercial natural gas customers.  The non-core customer class is comprised of

 
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industrial, larger commercial, and electric generation natural gas customers.  In 2009, core customers represented more than 99% of the Utility’s total natural gas customers and 38% of its total natural gas deliveries, while non-core customers comprised less than 1% of the Utility’s total natural gas customers and 62% of its total natural gas deliveries.

The Utility provides natural gas transportation services to all core and non-core customers connected to the Utility’s system in its service territory.  Core customers can purchase natural gas procurement service (i.e., natural gas supply) from either the Utility or alternate energy service providers.  When the Utility provides both transportation and procurement services, the Utility refers to the combined service as “bundled” natural gas service.  Currently, over 97% of core customers, representing over 96% of core market demand, receive bundled natural gas service from the Utility.

The Utility does not provide procurement service to non-core customers. However, some non-core customers are permitted to elect core service and receive Utility procurement service through that avenue.  Electricity generators, QF cogenerators, enhanced oil recovery customers, refiners, and other large non-core customers may not elect core service, and smaller non-core customers must contract for a minimum five-year term if they elect core service. These restrictions were put in place because large increases in demand for the Utility's procurement service caused by significant transfers of non-core customers to core service would raise prices for all other core procurement customers and obligate the Utility to reinforce its pipeline system to provide core service reliability on a short-term basis to serve this new load.

The Utility offers backbone gas transmission, gas delivery (local transmission and distribution), and gas storage services as separate and distinct services to its non-core customers. Access to the Utility's backbone gas transmission system is available for all natural gas marketers and shippers, as well as non-core customers.

The Utility has regulatory balancing accounts for core customers designed to ensure that the Utility’s results of operations over the long term are not affected by weather variations, conservation, or changes in their consumption levels. The Utility’s results of operations can, however, be affected by non-core consumption levels because there are fewer regulatory balancing accounts related to non-core customers.  Approximately 97% of the Utility’s natural gas distribution base revenues are recovered from core customers and 3% are recovered from non-core customers.

The California Gas Report is prepared by the California electric and natural gas utilities to present an outlook for natural gas requirements and supplies for California over a long-term planning horizon. It is prepared in even-numbered years followed by a supplemental report in odd-numbered years. The 2008 California Gas Report forecasts average annual growth in the Utility's natural gas deliveries (for core customers and non-core transportation) of approximately 0.2% for the years 2008 through 2030. The natural gas requirements forecast is subject to many uncertainties, and there are many factors that can influence the demand for natural gas, including weather conditions, level of economic activity, conservation, price, and the number and location of electricity generation facilities.

2009 Natural Gas Deliveries.  The following table shows the percentage of the Utility's total 2009 natural gas deliveries represented by each of the Utility's major customer classes.

Total 2009 Natural Gas Deliveries: 845 Bcf

Residential Customers
27%
Transport-only Customers (non-core)
62%
Commercial Customers
11%


 
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Natural Gas Operating Statistics

The following table shows the Utility's operating statistics from 2005 through 2009 (excluding subsidiaries) for natural gas, including the classification of sales and revenues by type of service.

   
2009
    
2008
    
2007
    
2006
    
2005
  
Customers (average for the year):
                              
Residential
     4,046,364       4,043,616       4,030,499       3,989,331       3,929,117  
Commercial
     223,709       224,617       223,330       220,024       216,749  
Industrial
     928       926       958       988       962  
Other gas utilities
     6       6       6       6       6  
Total
     4,271,007       4,269,165       4,254,793       4,210,349       4,146,834  
Gas supply (MMcf):
                                        
Purchased from suppliers in:
                                        
Canada
     190,485       189,608       199,870       202,274       204,884  
California (1)
     (41,714 )     (53,126 )     (23,065 )     (13,401 )     (18,951 )
Other states
     115,543       123,833       101,271       103,658       103,237  
Total purchased
     264,314       260,315       278,076       292,531       289,170  
Net (to storage) from storage
     876       560       (1,120 )     4,359       (3,659 )
Total
     265,190       260,875       276,956       296,890       285,511  
Utility use, losses, etc. (2)
     (12,423 )     1,758       (12,760 )     (27,610 )     (14,312 )
Net gas for sales
     252,767       262,633       264,196       269,280       271,199  
Bundled gas sales (MMcf):
                                        
Residential
     195,217       198,699       196,903       196,092       194,108  
Commercial
     57,550       63,934       67,293       73,178       77,056  
Industrial
     —       —       —       10       35  
Other gas utilities
     —       —       —       —       —  
Total
     252,767       262,633       264,196       269,280       271,199  
Transportation only (MMcf):
     568,715       569,535       605,259       559,270       572,869  
Revenues (in millions):
                                        
Bundled gas sales:
                                        
Residential
   $ 1,953     $ 2,574     $ 2,378     $ 2,452     $ 2,336  
Commercial
     496       792       766       859       885  
Industrial
     —       —       —       —       —  
Other gas utilities
     —       —       —       —       —  
Miscellaneous
     55       (30 )     87       121       (22 )
Regulatory balancing accounts
     289       221       186       40       340  
Bundled gas revenues
             3,557       3,417       3,472       3,539  
Transportation service only revenue
     349       333       340       315       237  
Operating revenues
   $ 3,142     $ 3,890     $ 3,757     $ 3,787     $ 3,776  
Selected Statistics:
                                        
Average annual residential usage (Mcf)
     48       49       49       49       49  
Average billed bundled gas sales revenues per Mcf:
                                        
Residential
   $ 10.00     $ 12.95     $ 12.07     $ 12.50     $ 12.04  
Commercial
     8.62       12.38       11.38       11.73       11.48  
Industrial
     —       —       —       1.03       0.61  
Average billed transportation only revenue per Mcf
     0.61       0.59       0.56       0.56       0.42  
Net plant investment per customer
   $ 1,557     $ 1,344     $ 1,375     $ 1,304     $ 1,262  
                                         
(1)  
In the years presented, the sale of excess supplies to parties located in California exceeded purchases from parties located in California. 
(2)  
Includes fuel for the Utility's fossil fuel-fired generation plants.

 
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 Natural Gas Supplies
 
 
The Utility purchases natural gas to serve the Utility's core customers directly from producers and marketers in both Canada and the United States. The contract lengths and natural gas sources of the Utility's portfolio of natural gas purchase contracts have fluctuated generally based on market conditions.  During 2009, the Utility purchased approximately 264,314 MMcf of natural gas (net of the sale of excess supply of gas). Consistent with existing CPUC policy directives, substantially all this natural gas was purchased under contracts with a term of one year or less.  The Utility's largest individual supplier represented approximately 13% of the total natural gas volume the Utility purchased during 2009.

The following table shows the total volume and the average price of natural gas in dollars per MMcf of the Utility's natural gas purchases by region during each of the last five years. The average prices for Canadian and U.S. Southwest gas shown below include the commodity natural gas prices, pipeline demand or reservation charges, transportation charges, and other pipeline assessments.  The volumes purchased are shown net of sales of excess supplies of gas.  In the years presented below, the sale of excess supplies to parties located in California exceeded purchases from parties located in California.
 


 
 
          2009          
          2008          
          2007          
          2006          
          2005          
 
MMcf
Avg. Price
MMcf
Avg. Price
MMcf
Avg. Price
MMcf
Avg. Price
MMcf
Avg. Price
  
Canada
190,485
$3.74
189,608
$8.29
199,870
$6.63
202,274
$6.27
204,884
$7.12
  
California (1)
(41,714)
$4.16
(53,126)
$9.24
(23,065)
$6.77
(13,401)
$7.04
(18,951)
$7.70
  
Other states (substantially all U.S. southwest)
115,543
$3.50
123,833
$7.05
101,271
$6.30
103,658
$6.51
103,237
$7.10
  
Total/weighted average
264,314
$3.57
260,315
$7.51
278,076
$6.50
292,531
$6.32
289,170
$7.07
  
 (1) California purchases include supplies transported into California by others.
Gas Gathering Facilities

The Utility's gas gathering system collects natural gas from third-party wells in California.  During 2009, approximately 6% of the gas transported on the Utility’s system came from various California producers, with the balance coming from supplies transported into California by others.  The natural gas well production is processed by producers to remove various impurities from the natural gas stream, and the Utility then odorizes the natural gas so that it may be detected in the event of a leak.  The facilities include approximately 42 miles of gas gathering pipelines.  The Utility receives gas well production at approximately 185 metering facilities. The Utility’s gas gathering system is geographically dispersed and is located in 7 California counties.  Approximately 139 MMcf per day of natural gas produced in northern California was delivered into the Utility’s gas gathering system during 2009.

Interstate and Canadian Natural Gas Transportation Services Agreements

In 2009, approximately 54% of the gas transported on the Utility’s system came from western Canada.  The Utility has a number of arrangements with interstate and Canadian third-party transportation service providers to serve core customers' service demands.  The Utility has firm transportation agreements for delivery of natural gas from western Canada to the United States-Canada border with TransCanada NOVA Gas Transmission, Ltd. and TransCanada Foothills Pipe Lines Ltd., B.C. System.  These companies' pipeline systems connect at the border to the pipeline system owned by TransCanada’s Gas Transmission Northwest Corporation (“GTN”), which provides natural gas transportation services to a point of interconnection with the Utility’s natural gas transportation system on the Oregon-California border near Malin, Oregon.  The Utility, the largest firm shipper on GTN’s pipeline, has a firm transportation agreement with GTN for these services.  As described below, as part of the FERC-approved all-party settlement of GTN’s most recent general rate case, the Utility’s contract with GTN was replaced beginning November 1, 2009 by three smaller contracts totaling the same amount with staggered terms.

During 2009, approximately 40% of the gas transported on the Utility’s system came from the western United States, excluding California.  The Utility has firm transportation agreements with Transwestern Pipeline Company and El Paso Natural Gas Company to transport this natural gas from supply points in this region to

 
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interconnection points with the Utility's natural gas transportation system in the area of California near Topock, Arizona.

The following table shows certain information about the Utility's firm natural gas transportation agreements in effect during 2009 to support the Utility’s needs for its core customers, including the contract quantities, contract durations, and associated demand charges, net of sales of excess supplies, for capacity reservations.  These agreements require the Utility to pay fixed demand charges for reserving firm capacity on the pipelines. The total demand charges may change periodically as a result of changes in regulated tariff rates approved by the National Energy Board of Canada in the case of TransCanada NOVA Gas Transmission, Ltd. and TransCanada Foothills Pipe Lines Ltd., B.C. System, and by the FERC in all other cases.  The Utility may, upon prior notice and with the CPUC’s approval, extend each of these natural gas transportation agreements.  On the FERC-regulated pipelines, the Utility has either a right of first refusal or evergreen rights allowing it to renew natural gas transportation agreements at the end of their terms.  If another prospective shipper also wants the capacity, the Utility would be required to match the competing bid with respect to both price and term.

Pipeline
  
Expiration
Date
    
Quantity
MDth per day
  
Demand Charges
for the Year Ended
December 31, 2009
(In millions)
               
TransCanada NOVA Gas Transmission, Ltd.
  
10/31/2011
    
619
  
$30.9
TransCanada Foothills Pipe Lines Ltd., B.C. System
  
10/31/2011
    
611
  
10.5
Gas Transmission Northwest Corporation (1)
  
Various
    
610
  
69.9
Transwestern Pipeline Company (2)
  
Various
    
227
  
17.3
El Paso Natural Gas Company (3)
  
Various
    
202
  
21.8
 
(1)
As of December 31, 2009, the Utility had three active contracts with Gas Transmission Northwest Corporation with expiration dates ranging from October 31, 2011 to October 31, 2020.
 
(2)
As of December 31, 2009, the Utility had two active contracts with Transwestern Pipeline Company with expiration dates ranging from February 28, 2010 to February 29, 2012.
 
(3)
As of December 31, 2009, the Utility had three active contracts with El Paso Natural Gas Company with expiration dates ranging from June 30, 2010 to June 30, 2012.
 

In addition, in December 2008, the CPUC approved an agreement between the Utility and El Paso Corporation for the Utility to subscribe for 375 MDth per day of firm service rights on El Paso Corporation’s proposed 680-mile 42-inch natural gas transmission pipeline (“Ruby Pipeline”) that would begin at the Opal Hub in Wyoming and terminate at the Malin, Oregon, interconnect, near California’s northern border.  The Ruby Pipeline is expected to have an initial capacity of 1.5 Bcf per day.  The proposed Ruby Pipeline would connect Rocky Mountain natural gas producers with northern California, Nevada, and the Pacific Northwest to provide natural gas users with competitively priced natural gas.  Subject to receiving final approval from the FERC and satisfying other conditions, the Ruby Pipeline is anticipated to be in service in the first quarter of 2011.

Energy Efficiency, Public Purpose, and Other Programs

California law requires the CPUC to authorize certain levels of funding for electric and gas public purpose programs related to energy efficiency, low-income energy efficiency, research and development, and renewable energy resources.  California law also requires the CPUC to authorize funding for the California Solar Initiative and other self-generation programs, as discussed below.  Additionally, the CPUC has authorized funding for demand response programs.

For 2009, the CPUC authorized the Utility to collect revenue requirements of $751 million from electric customers to fund electric public purpose and other programs and $132 million from gas customers to fund natural gas public purpose and other programs.  The CPUC is responsible for authorizing the programs, funding levels, and cost recovery mechanisms for the Utility's operation of these programs.  The CEC administers both the electric and natural gas public interest research and development programs and the renewable energy program on a statewide basis.  In 2009, the Utility transferred $82 million from its revenue requirements to the CEC for CEC-administered

 
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gas and electric programs.

Energy Efficiency Programs

The Utility’s energy efficiency programs are designed to encourage the manufacture, design, distribution, and customer use of energy efficient appliances and other energy-using products.  The CPUC authorized the Utility to collect revenue requirements of $479 million for 2009 gas and electric programs, including the CEC-administered programs.  The CPUC has authorized the Utility to collect $1.3 billion of revenue requirements to fund its 2010-2012 programs, a 42% increase over 2006-2008 authorized funding levels.  The CPUC has adopted a long-term energy efficiency strategic plan designed to encourage innovative market transformation activities, such as the pursuit of zero net energy buildings, in addition to traditional energy efficiency rebate programs.

The CPUC established an incentive ratemaking mechanism to encourage the California investor-owned utilities to promote energy efficiency and to meet the CPUC’s energy savings goals.  This incentive ratemaking mechanism applied to the utilities’ 2006 through 2008 energy efficiency program cycles.

In accordance with this mechanism, the CPUC has awarded the Utility incentive revenues totaling $75 million through December 31, 2009 based on the energy savings achieved through implementation of the Utility’s energy efficiency programs during the 2006 through 2008 program cycle. Consistent with the incentive award process previously adopted by the CPUC, the CPUC held back an additional $40.3 million of incentive revenues subject to verification of final energy savings and the completion of the true-up process in 2010.

It is uncertain what form of incentive ratemaking, if any, the CPUC will establish for energy efficiency programs in 2009 and later years.  For more information, see the section of MD&A entitled “Regulatory Matters — Energy Efficiency Programs and Incentive Ratemaking” in the 2009 Annual Report.
 
Demand Response Programs
 
 
Demand response programs provide financial incentives and other benefits to participating customers to curtail on-peak energy use.  On August 20, 2009, the CPUC approved the Utility’s 2009-2011 demand response programs and authorized funding of $109 million.  In addition, on February 14, 2008, the CPUC approved the Utility’s multi-year air conditioning direct load control program and authorized funding of $179 million through June 1, 2011 to implement this program.  Customers who enroll in this program will allow the Utility to remotely control the temperature settings of their central air conditioners to temporarily decrease their energy usage during local or system emergencies.
 
During 2006, the Utility began the installation of an advanced metering infrastructure, known as the SmartMeter™ program, for virtually all of the Utility's electric and gas customers.  These meters enable the Utility to measure usage on an hourly basis for electricity and on a daily basis for natural gas, which can allow for demand-response rates to encourage customers to reduce energy consumption during peak demand periods, thus reducing peak period procurement costs.  Advanced meters can record usage in time intervals and be read remotely.  The Utility expects to complete the installation of the network infrastructure and advanced meters throughout its service territory by the end of 2011.  The CPUC also has ordered the Utility to install advanced metering and billing systems to enable the Utility to implement “dynamic pricing” for electricity customers to encourage efficient energy consumption and cost-effective demand response by more closely aligning retail rates with the wholesale electricity market.  “Dynamic pricing” includes rates that are based on critical peak prices and time of use.  Customers may choose an alternate rate plan structure.  The Utility is required to implement dynamic pricing by May 2010 for larger customers and by November 2011 for small and medium non-residential customers.  The Utility has requested that the CPUC authorize the Utility to recover estimated costs of approximately $160 million to implement dynamic pricing, including approximately $32 million as an allowance for unforeseen costs the Utility may incur in connection with such a large and complex capital project.  (See the discussion under the heading “Risk Factors” that appears in the MD&A section of the 2009 Annual Report.)

 
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Self-Generation Incentive Program and California Solar Initiative
 
The Utility administers the self-generation incentive program (“SGIP”) authorized by the CPUC to provide incentives to electricity customers who install certain types of clean or renewable distributed generation and energy storage resources that meet all or a portion of their onsite energy usage.  The CPUC approved a budget for the SGIP of approximately $36 million in each of 2010 and 2011.  The CPUC also approved the use of carryover funds through 2015.  In late 2006, the CPUC established the California Solar Initiative (“CSI”) to bring 1,940 MW of solar power on-line by 2017 in California and authorized the California investor-owned utilities to collect an additional $2.2 billion over the 2007 through 2016 period from their customers to fund customer incentives for the installation of retail solar energy projects to serve onsite load to meet this goal.  Of the total amount authorized, the Utility has been allocated $946 million to fund customer incentives, research, development, and demonstration activities (with an emphasis on the demonstration of solar and solar-related technologies), and administration expenses.  The California Legislature modified the CSI program to include participation of the California municipal utilities.  The current overall goal of the CSI is to install 3,000 MW (through both investor-owned electric utilities and electric municipal utilities) through 2017.
 
Low-Income Energy Efficiency Programs and California Alternate Rates for Energy

The CPUC has authorized the Utility to collect approximately $417 million to support the Utility’s energy efficiency programs for low-income and fixed-income customers over 2009 through 2011.  The Utility also provides a discount rate called the California Alternate Rates for Energy (“CARE”) for low-income customers.  This rate subsidy is paid for by the Utility’s other customers.  The extent of the subsidy, during any given year, depends upon the number of customers participating in the program and their actual energy usage.  In 2009, the amount of this subsidy was approximately $637 million, including avoided customer surcharges.  The CPUC also authorized the Utility to recover approximately $28 million in administrative costs relating to the CARE subsidy over 2009 through 2011.

Environmental Matters

General

The Utility is subject to a number of federal, state and local laws and requirements relating to the protection of the environment and the safety and health of the Utility's personnel and the public. These laws and requirements relate to a broad range of activities, including the following:

·  
the discharge of pollutants into the air, water, and soil;
 
·  
the transportation, handling, storage and disposal of spent nuclear fuel;
 
·  
the identification, generation, storage, handling, transportation, treatment, disposal, record keeping, labeling, reporting, remediation and emergency response in connection with hazardous and radioactive substances;
 
·  
the reporting and reduction of carbon dioxide (“CO2”) and other GHG emissions; and
 
·  
the environmental impacts of land use, including endangered species and habitat protection.
 

The penalties for violation of these laws and requirements can be severe and may include significant fines, damages, and criminal or civil sanctions.  These laws and requirements also may require the Utility, under certain circumstances, to interrupt or curtail operations.  To comply with these laws and requirements, the Utility may need to spend substantial amounts from time to time to construct, acquire, modify, or replace equipment, acquire permits and/or emission allowances or other emission credits for facility operations and clean-up, or decommission waste disposal areas at the Utility's current or former facilities and at third-party sites where the Utility’s wastes may have been disposed.

The Utility’s estimated costs to comply with environmental laws and regulations are based on current estimates and assumptions that are subject to change.  In addition, the Utility is likely to incur costs as it develops

 
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and implements strategies to mitigate the impact of its operations on the environment, including climate change and its foreseeable impact on the Utility’s future operations.  The actual amount of costs that the Utility will incur is subject to many factors, including changing laws and regulations, the ultimate outcome of complex factual investigations, evolving technologies, selection of compliance alternatives, the nature and extent of required remediation, the extent of the facility owner's responsibility, the availability of recoveries or contributions from third parties, and the development of market-based strategies to address climate change.  Generally, the Utility has recovered the costs of complying with environmental laws and regulations in the Utility's rates, subject to reasonableness review.  Environmental costs associated with the clean-up of sites that contain hazardous substances are subject to a special ratemaking mechanism described below under “Hazardous Waste Compliance and Remediation.”  In the future, the Utility’s operations are likely to be affected by climate change.  See the section of MD&A entitled “Environmental Matters” and “Risk Factors” in the 2009 Annual Report for a discussion of the operating, regulatory, and litigation risks posed by climate change and associated with the Utility’s environmental compliance obligations.

Air Quality and Climate Change

PG&E Corporation and the Utility believe the link between man-made GHG emissions and global climate change is clear and convincing and that mandatory GHG reductions are necessary.  PG&E Corporation and the Utility believe the development of a market-based cap-and-trade system, in conjunction with successful energy efficiency and demand-side management programs and the development of renewable energy resources, can reduce GHG emissions while diversifying energy supply resources and minimizing costs to customers.
 
Regulation.  The Utility's electricity generation plants, natural gas pipeline operations, fleet, and fuel storage tanks are subject to numerous air pollution control laws, including the federal Clean Air Act, as well as state and local statutes.  These laws and regulations cover, among other pollutants, those contributing to the formation of ground-level ozone, carbon monoxide, sulfur dioxide (“SO2”), nitrogen oxide (“NOx”) and particulate matter.  In addition, various laws and regulations addressing climate change and GHG emissions are being considered or implemented at the federal, regional, state, and local levels.  Fossil fuel-fired plants and gas compressor stations used in the Utility's pipeline operations are sources of air pollutants and, therefore, are subject to substantial regulation and enforcement oversight by the applicable governmental agencies.  In addition, GHG emissions from natural gas consumed by the Utility’s customers will be subject to regulation by the CARB, as discussed below.
 
At the federal level, several legislative initiatives have been introduced recently in Congress aimed at addressing climate change through imposition of nationwide regulatory limits on the emissions of GHG.  No such legislation has yet been enacted by Congress, but extensive hearings and discussion are expected in the coming year.  In September 2009, the U.S. Environmental Protection Agency (“EPA”), which is charged with implementation and enforcement of the Clean Air Act, issued regulations requiring the reporting of GHG emissions from sources emitting greater than 25,000 tonnes (CO2-equivalent) per year.  The EPA’s regulations, which will apply to certain of the Utility’s power plants and gas compressor stations, will require reporting of 2010 emissions in 2011 and annually thereafter.  Also in September 2009, the EPA and the Department of Transportation’s National Highway Traffic Safety Administration proposed regulations that would reduce GHG emissions and improve fuel economy of new cars and trucks.  As a result of provisions in the Clean Air Act, if the EPA regulates motor vehicle emissions, then the EPA must regulate GHG emissions from stationary sources, such as power plants and natural gas compressor stations, as well.  In November 2009, the EPA issued a finding that GHG emissions cause or contribute to air pollution that endangers public health and welfare.  This so-called “Endangerment Finding” was necessary before EPA could issue its final motor vehicle GHG emissions regulations or proceed with regulating stationary sources.  While the specific date is not certain, it is likely that EPA will issue its motor vehicle GHG regulations in 2010.
 
At the state level, California enacted Assembly Bill 32 (“AB 32”), the California Global Warming Solutions Act of 2006, to address climate change.  AB 32 requires the gradual reduction of GHG emissions in California to 1990 levels by 2020 on a schedule beginning in 2012.  AB 32 also authorizes the CARB to monitor and enforce compliance with the GHG reduction program and to consider implementing a cap-and-trade program.  In 2007, the CARB adopted a state-wide GHG 1990 emissions baseline of 427 million metric tons of CO2 (or its equivalent).  This 1990 baseline serves as the 2020 emissions limit for the state of California.  On December 12, 2008, the CARB adopted a scoping plan that contains recommendations for achieving the maximum technologically feasible and cost-effective GHG
 

 
30
 
    

reductions to meet the 2020 reduction target.  These recommendations include implementing a 33% RPS by 2020, increasing energy efficiency goals, expanding the use of combined heat and power facilities, and developing a multi-sector cap-and-trade program.   The CARB is required to adopt regulations to implement the scoping plan not later than January 1, 2011 to become effective on January 1, 2012.  In November 2009, the CARB released proposed regulations to establish a cap-and-trade program and is scheduled to consider the final draft of these regulations in October 2010.  (For more information about the proposed cap-and-trade program, see the section of MD&A entitled “Environmental Matters” and “Risk Factors” in the 2009 Annual Report.)
 
California Senate Bill 1368, enacted in 2006, prohibits any load-serving entity in California, including investor-owned electric utilities, from entering into a long-term financial commitment for baseload electricity generation unless the generation complies with a GHG emission performance standard.  As required by Senate Bill 1368, on January 25, 2007, the CPUC adopted an interim GHG emissions performance standard of 1,100 pounds of CO2 per MWh that applies to new commitments for baseload electricity procured under contracts with a term of five years or longer or generated by the Utility.  After a statewide GHG emissions limit is established and is in operation, in accordance with AB 32, the CPUC will re-evaluate its interim GHG emissions performance standard and determine whether to continue, modify, or rescind it.
 
      Climate Change Mitigation and Adaption Strategies.  During 2009, the Utility continued its programs to develop strategies to mitigate the impact of the Utility’s operations (including customer energy usage) on the environment and to develop its strategy to plan for the actions that it will need to take to adapt to the likely impacts that climate change will have on the Utility’s future operations.  With respect to electric operations, climate scientists project that climate change will lead to increased electricity demand due to more extreme and frequent hot weather events, and reduced hydroelectric generation due to reductions in snowpack in the Sierra Nevada.  The Utility is analyzing and exploring a combination of operating changes to its hydroelectric system that may include, but are not limited to, higher winter carryover reservoir storage levels, reduced conveyance flows in canals and flumes during winter storm periods, reduced discretionary reservoir releases during the late spring and summer period and increased sediment releases from diversion dams.  If the Utility’s future hydroelectric generation is reduced due to drought conditions or climate change, the Utility might have to replace some of this electricity from other sources, including natural gas.  The amount of fossil-fueled generation needed to replace decreased hydroelectric generation can be reduced if non-intermittent renewable energy resources, such as geothermal and biomass, are timely developed.
 
With respect to natural gas operations, the Utility has taken voluntary proactive steps to reduce the release of methane, a GHG released as part of the delivery of natural gas.  As part of this overall commitment to methane emission reduction, and in preparation for compliance with AB 32 and potential federal regulation of GHG emissions, the Utility has replaced old cast iron and steel gas mains and implemented a technique called cross-compression, a process by which natural gas is transferred from one pipeline to another during large pipeline construction and repair projects.  Cross-compression reduces the amount of natural gas vented to the atmosphere by 85% to 90%.  In late 2008, the Utility also conducted focused surveys for high-volume gas leaks at its Topock and Kettleman compressor stations to reduce methane emissions.
 
The Utility believes its strategies to reduce GHG emissions—such as energy efficiency and demand response programs, infrastructure improvements, and the support of renewable energy development —are also effective strategies for adapting to the expected increased demand for electricity in extreme hot weather events likely to be caused by climate change.  PG&E Corporation and the Utility are also assessing the benefits and challenges associated with various climate change policies and identifying how a comprehensive program can be structured to mitigate overall costs to customers and the economy as a whole while ensuring that the environmental objectives of the program are met.
 
       Emissions Data.   PG&E Corporation and the Utility track and report their annual environmental performance results across a broad spectrum of areas.  The Utility was among the earliest companies to voluntarily quantify and report its GHG emissions, which the Utility believes is an essential first step in the longer-term effort to effectively and efficiently address climate change.  The Utility is a charter member of the California Climate Action Registry (“CCAR”) and has voluntarily reported its GHG emissions to CCAR on an annual basis since 2002, when it became the first investor-owned utility in California to voluntarily complete a third-party-verified inventory of its
 
 
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CO2 emissions.  In 2009, the Utility also voluntarily reported its 2008 GHG emissions to The Climate Registry (“TCR”), a new non-profit organization that is developing consistent reporting and measurement standards across industry sectors in North America.  In 2009, the Utility complied with AB 32’s annual GHG emission reporting requirement by reporting its 2008 GHG emissions to the CARB.
 
       PG&E Corporation and the Utility also publish third-party-verified GHG emissions data in their annual Corporate Responsibility Report.  As a result of the time necessary for a thorough, third-party verification of the Utility’s GHG emissions in accordance with the highest standards developed by the CCAR and TCR, preliminary emissions data for 2008 are the most recent data available.  Final emissions data will be made publicly available by CCAR on their website as well as reported in the next Corporate Responsibility Report expected to be posted to PG&E Corporation’s and the Utility’s websites in July 2010.  For information about the sources of electric generation that the Utility delivered to customers in 2009, see “Electric Utility Operations-Electric Generation Resources” above.
 
Total 2008 GHG Emissions by Source Category
 
Source
 
  
Amount (per million metric tonnes CO2 – equivalent)
  
Delivered Electricity (1)
     23.84  
Electricity Transmission and Distribution Line Losses
     1.41  
Process and Fugitive Emissions from Natural Gas System
     1.32  
Gas Compressor Stations
     0.31  
Transportation (Fleet vehicles)
     0.11  
Facility Gas and Electricity Use
     0.05  
Electrical Equipment
     0.06  
Other De Minimis Emissions (2)
     0.00  
Total
     27.10  
 
(1) Since the Utility purchases a portion of its electricity from the wholesale market, the Utility is not able to track some of its delivered electricity back to a specific generator.  Therefore, there is some unavoidable uncertainty in the Utility’s total emissions and the Utility’s emission rate for delivered electricity.  Emissions data for the Utility’s owned generation resources is shown below.
(2) Includes de minimis emissions from PG&E Corporation.
 

 
Benchmarking Greenhouse Gas Emissions for Delivered Electricity
 
    The Utility’s third-party-verified CO2 emissions rate associated with the electricity delivered to customers in 2008 was 641 pounds of CO2 per MWh, which is a slight increase over the 2007 emissions rate of 636 pounds of CO2 per MWh.  Even with this increase, the Utility’s 2008 emissions rate was still less than half the national average as shown in the following table:
 
 
Amount (Pounds of CO2 per MWh)
U.S. Average (1)
1,329
California’s Average (1)
724
Pacific Gas and Electric Company (2)
641
 

 
(1) Source: U.S. Environmental Protection Agency eGRID 2007 Version 1.1 (updated December 2008 and based on 2005 data).
 
(2) Since the Utility purchases a portion of its electricity from the wholesale market, the Utility is not able to track some of its delivered electricity back to a specific generator.  Therefore, there is some unavoidable uncertainty in the Utility’s total emissions and the Utility’s emission rate for delivered electricity.

 
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Emissions Data for Utility-Owned Generation
 
In addition to GHG emissions data provided above, the table below sets forth information about the GHG emissions from the Utility’s owned generation facilities.  The Utility’s owned generation (primarily from nuclear and hydroelectric facilities) comprised approximately 30% of the Utility’s delivered electricity in 2008.  The Utility’s retained fossil-fueled generation comprised less than 1% of the Utility’s delivered electricity in 2008.

 
2008
 
2007
 
Total NOx Emissions (tons)
 
1,163
 
1,123
 
    NOx Emissions Rates (pounds/MWh)
 
    
        Fossil Plants
 
4.26
 
4.65
 
        All Plants
 
0.09
 
0.08
 
Total SO2 Emissions (tons)
 
27
 
43
 
    SO2 Emissions Rates (pounds/MWh)
 
    
        Fossil Plants
 
0.0980
 
0.1781
 
       All Plants
 
0.0021
 
0.0031
 
Total CO2  Emissions (tons)
 
406,990
 
379,196
 
   CO2 Emissions Rates (pounds/MWh)
    
        Fossil Plants
1,566
 
1,570
 
        All Plants
32
 
28
 
Other Emissions Statistics
    
     Sulfur Hexafluoride (“SF6”)  Emissions
 
    
         Total SF6 Emissions (pounds)
 
5,938
 
3,928
 
         Total SF6 Emissions (tons CO2-equivalent)
 
70,959
 
46,940
 
     SF6 Emissions Leak Rate
 
1.9%
 
1.3%
 
     Methane Emissions
 
    
         Total Methane Emissions (tons)
62,686
 
53,342
 
         Total Methane Emissions (tons CO2-equivalent)
1,316,397
 
1,120,179
 


Water Quality

The Utility's Diablo Canyon power plant employs a “once-through” cooling water system that is regulated under a Clean Water Act National Pollutant Discharge Elimination System (“NPDES”) permit issued by the Central Coast Regional Water Quality Control Board (“Central Coast Board”).  This permit allows the Diablo Canyon power plant to discharge the cooling water at a temperature no more than 22 degrees above the temperature of the ambient receiving water, and requires that the beneficial uses of the water be protected.  The beneficial uses of water in this region include industrial water supply, marine and wildlife habitat, shellfish harvesting, and preservation of rare and endangered species.  In January 2000, the Central Coast Board issued a proposed draft cease and desist order alleging that, although the temperature limit has never been exceeded, the Diablo Canyon power plant's discharge was not protective of beneficial uses.  For more information, see the discussion below in “Item 3 — Legal Proceedings — Diablo Canyon Power Plant.”

There is continuing uncertainty about the status of state and federal regulations issued under Section 316(b) of the Clean Water Act, which require that cooling water intake structures at electric power plants reflect the best technology available to minimize adverse environmental impacts.  In July 2004, the EPA issued regulations to implement Section 316(b) intended to reduce impacts to aquatic organisms by establishing a set of performance standards for cooling water intake structures.  These regulations provided each facility with a number of compliance options and permitted site-specific variances based on a cost-benefit analysis.  The EPA regulations also allowed the use of environmental mitigation or restoration to meet compliance requirements in certain cases.  In response to the
 
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 EPA regulations, the California State Water Resources Control Board (“Water Board”) initiated a process to develop a once-though cooling policy and has issued several policy proposals.  The Water Board’s current proposal does not include a cost-benefit variance, but provides for additional evaluation of the costs and benefits of cooling tower retrofits at the state's two nuclear facilities.  Based on the results of the evaluation, if the policy is not modified to include a cost-benefit variance, compliance with the proposed policy would require Diablo Canyon to install cooling towers by December 2024.

Various parties separately challenged the EPA's regulations and in January 2007, the U.S. Court of Appeals for the Second Circuit (“Second Circuit”) issued a decision holding that environmental restoration cannot be used as a compliance option and that site-specific compliance variances based on a cost-benefit test could not be used.  The Second Circuit remanded significant provisions of the regulations to the EPA for reconsideration and in July 2007, the EPA suspended its regulations.  The U.S. Supreme Court granted review of the cost-benefit question and in April 2009, issued a decision overturning the Second Circuit, finding the EPA’s use of a cost-benefit test reasonable.  Depending on the form of the final regulations that may ultimately be adopted by the EPA or the Water Board, the Utility may incur significant capital expense to comply with the final regulations, which the Utility would seek to recover through rates.  If the final regulations adopted by the EPA or the Water Board require the installation of cooling towers at Diablo Canyon, and if installation of such cooling towers is not technically or economically feasible, the Utility may be forced to cease operations at Diablo Canyon and may incur a material charge.

Hazardous Waste Compliance and Remediation 

The Utility's facilities are subject to the requirements issued by the EPA under the Resource Conservation and Recovery Act (“RCRA”) and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended (“CERCLA”), as well as other state hazardous waste laws and other environmental requirements.  CERCLA and similar state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment.  These persons include the owner or operator of the site where the release occurred and companies that disposed or arranged for the disposal of the hazardous substances found at the site, and in some cases corporate successors to the operators or arrangers.  Under CERCLA, these persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, damages to natural resources, and the costs of required health studies.  In the ordinary course of the Utility's operations, the Utility generates waste that falls within CERCLA's definition of hazardous substances and, as a result, has been and may be jointly and severally liable under CERCLA for all or part of the costs required to clean up sites at which these hazardous substances have been released into the environment.

The Utility assesses, on an ongoing basis, measures that may be necessary to comply with federal, state, and local laws and regulations related to hazardous materials and hazardous waste compliance and remediation activities.  The Utility has a comprehensive program to comply with hazardous waste storage, handling, and disposal requirements issued by the EPA under RCRA and CERCLA, state hazardous waste laws, and other environmental requirements.

The Utility has been, and may be, required to pay for environmental remediation at sites where the Utility has been, or may be, a potentially responsible party under CERCLA and similar state environmental laws.  These sites include former manufactured gas plant (“MGP”) sites; power plant sites; gas gathering sites; compressor stations; and sites where the Utility stores, recycles, and disposes of potentially hazardous materials.  Under federal and California laws, the Utility may be responsible for remediation of hazardous substances even if it did not deposit those substances on the site.

Generation Facilities

Operations at the Utility's current and former generation facilities may have resulted in contaminated soil or groundwater.  Although the Utility sold most of its geothermal and fossil fuel-fired plants, in many cases the Utility retained pre-closing environmental liability under various environmental laws.  The Utility currently is investigating or remediating several such sites with the oversight of various governmental agencies.  Additionally, the Utility’s Hunters Point power plant in San Francisco closed in May 2006 and is in the decommissioning process.  Remedial investigations are substantially complete, and the Utility anticipates that the California Department of Toxic

 
34
 
    

Substances Control will approve the soil and groundwater remediation plan by the second quarter of 2010.  The Utility spent approximately $16 million in 2009 and estimates that it will spend approximately $24 million in 2010 and approximately $16 million in 2011 for remediation at this site.

Former Manufactured Gas Plant Sites

The Utility is assessing whether and to what extent remedial action may be necessary to mitigate potential hazards posed by certain retired MGP sites.  During their operation, from the mid-1800s through the early 1900s, MGPs produced lampblack and coal tar residues.  The residues from these operations, which may remain at some sites, contain chemical compounds that now are classified as hazardous.  The Utility has a program, in cooperation with environmental agencies and third-party owners, to evaluate and take appropriate action to mitigate any potential environmental concerns at 41 MGP sites that the Utility owned or operated in the past.  The Utility spent approximately $22 million in 2009 and expects to spend approximately $37 million in 2010 and $39 million in 2011 on these sites.  As part of this program, the Utility recently contacted the owners of property located on three former MGP sites in urban residential areas of San Francisco to offer to test the soil for residues, and depending on the results of such tests, to take appropriate remedial action.  Until the Utility’s investigation is complete, the extent of the Utility’s obligation to remediate is established, and remedial actions are determined, the Utility is unable to determine the amounts it may spend in the future to remediate these sites.

Third-Party Owned Disposal Sites

Under environmental laws, such as CERCLA, the Utility has been or may be required to take remedial action at third-party sites used for the disposal of waste from the Utility's facilities, or to pay for associated clean-up costs or natural resource damages.  The Utility is currently aware of five such sites where investigation or clean-up activities are currently underway.  At the Geothermal Incorporated site in Lake County, California, the Utility substantially completed closure of the disposal facility, which was abandoned by its operator.  The Utility was the major responsible party and led the remediation effort on behalf of the responsible parties.  For the Casmalia disposal facility near Santa Maria, California, the Utility and several parties that sent waste to the site have entered into a court-approved agreement with the EPA that requires the Utility and the other parties to perform certain site investigation and remediation measures.  Other responsible parties are involved with the Utility in investigating and cleaning up the three other disposal sites with oversight from the regulatory agencies.  The Utility contributes to the remediation expenses for these sites under cost-sharing agreements or court-approved settlements.

In addition, the Utility has been named as a defendant in a civil lawsuit in which plaintiffs allege that the Utility is responsible for performing or paying for remedial action at sites that it no longer owns or never owned.  Remedial actions may include investigations, health and ecological assessments, and removal of wastes.

Natural Gas Compressor Stations

Groundwater at the Utility’s Hinkley and Topock natural gas compressor stations contains hexavalent chromium as a result of the Utility’s past operating practices.  The Utility has a comprehensive program to monitor a network of groundwater wells at both the Hinkley and Topock natural gas compressor stations.  At Hinkley, the Utility is cooperating with the Regional Water Quality Control Board to evaluate and remediate the chromium groundwater plume.  Measures have been implemented to control movement of the plume, while full-scale in-situ treatment systems operate to reduce the mass of the plume.  An evaluation of the performance of these interim remedy measures, as well as possible future measures, is underway as part of the development of a final remedy at the Hinkley site.   In 2009, the Utility spent approximately $14 million on remediation activities at Hinkley, and currently estimates it will spend at least $19 million in 2010 and $4 million in 2011.

At the Topock gas compressor station, located near Needles, California, the Utility has implemented interim measures, including a system of extraction wells and a treatment plant designed to prevent movement of a hexavalent chromium plume toward the Colorado River.  In addition, the Utility is working with environmental agencies to complete investigations at this site and to develop a long-term plan for clean-up of the plume.  A final clean-up draft plan has been developed for agency and stakeholder review; approval of a final version of that plan is scheduled to occur by the first quarter of 2010. In 2009, the Utility spent approximately $19 million on the interim measures and for work on the long-term site solution.  The Utility currently estimates that it will spend at least $24

 
35
 
    

million in 2010 and $23 million in 2011 for remediation activities at Topock.  Although work at the Topock site poses several technical and regulatory obstacles, the Utility’s remediation costs for Topock are subject to the ratemaking mechanism described below.  The Utility does not expect the remediation of the Topock and Hinkley gas compressor sites to have a material adverse effect on its results of operations or financial condition.  The Utility does not expect that it will incur any material expenditures related to any remediation at its Kettleman natural gas compressor station.

Hazardous Substance Ratemaking Mechanism

Environmental costs associated with the clean-up of sites that contain hazardous substances are subject to a CPUC-approved ratemaking mechanism under which the Utility is authorized to recover hazardous waste remediation costs for environmental claims from customers (e.g., for costs of cleaning up the Utility's facilities and sites where the Utility’s hazardous substances have been sent).  This mechanism allows the Utility to include 90% of eligible hazardous waste remediation costs in the Utility's rates without a reasonableness review.  (The cost of environmental remediation associated with the Hinkley natural gas compressor site is not recoverable from customers under this mechanism.)  Ten percent of any net insurance recoveries associated with hazardous waste remediation sites are assigned to the Utility's customers.  The balances of any insurance recoveries (90%) are retained by the Utility until it has been reimbursed for the 10% share of clean-up costs not included in rates.  Any insurance recoveries above full cost reimbursement levels are allocated 60% to customers and 40% to the Utility.  Finally, 10% of any recoveries from the Utility's claims against third parties associated with hazardous waste remediation sites are retained by the Utility, with the remainder, 90% of any such recoveries, assigned to the Utility's customers.

Hazardous waste remediation costs are rising and are likely to be significant into the foreseeable future.  Based on the Utility's past experience, it believes that it can recover most of the future costs that it may incur to remediate hazardous waste through rates and insurance recoveries.  The Utility cannot provide assurance, however, that these costs will not be material, or that the Utility will be able to recover its costs in the future.

Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, estimated costs may vary significantly from actual costs, and the amount of additional future costs may be material to results of operations in the period in which they are recognized.  For more information about environmental remediation liabilities, see the sections of MD&A entitled “Environmental Matters” and “Critical Accounting Polices” and Note 16 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report which information is incorporated herein by reference and included in Exhibit 13 to this report.

Nuclear Fuel Disposal

As part of the Nuclear Waste Policy Act of 1982, Congress authorized the U.S. Department of Energy (“DOE”) and electric utilities with commercial nuclear power plants to enter into contracts under which the DOE would be required to dispose of the utilities' spent nuclear fuel and high-level radioactive waste no later than January 31, 1998, in exchange for fees paid by the utilities.  In 1983, the DOE entered into a contract with the Utility to dispose of nuclear waste from the Utility’s two nuclear generating units at Diablo Canyon and its retired nuclear facility at Humboldt Bay.

Because the DOE failed to develop a permanent storage site, the Utility obtained a permit from the NRC to build an on-site dry cask storage facility to store spent fuel through at least 2024.  The construction of the dry cask storage facility is complete.  During 2009, the Utility moved all the spent nuclear fuel that was scheduled to be moved into dry cask storage.  An appeal of the NRC’s issuance of the permit is still pending in the U.S. Court of Appeals for the Ninth Circuit.  The appellants claim that the NRC failed to adequately consider environmental impacts of a potential terrorist attack at Diablo Canyon.  It is uncertain when the appeal will be addressed by the Ninth Circuit.

As a result of the DOE’s failure to build a repository for nuclear waste, the Utility and other nuclear power plant owners sued the DOE to recover costs that they incurred to build on-site spent nuclear fuel storage facilities.  The Utility seeks to recover $92 million of costs that it incurred through 2004.  After several years of litigation, in

 
36
 
    

2008 the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) issued an order clarifying the method to calculate damages to be awarded to the utilities for breach of their contracts by the DOE.  Although the DOE has conceded that the Utility is entitled to recover approximately $82 million based on this method, the DOE continues to challenge the method in related litigation.  In October 2009, a trial was held in the U.S. Federal Court of Claims to determine the appropriate amounts owed to the Utility based on the methodology approved by the Federal Circuit. The parties are waiting for the court to issue its decision.  The Utility also will seek to recover costs incurred after 2004 to build on-site storage facilities.

Nuclear Decommissioning

The Utility's nuclear power facilities consist of two units at Diablo Canyon and the retired facility at Humboldt Bay Unit 3. Nuclear decommissioning requires the safe removal of nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the NRC license and release of the property for unrestricted use.  The Utility makes contributions to trusts to provide for the eventual decommissioning of each nuclear unit.  In the Utility’s 2005 Nuclear Decommissioning Cost Triennial Proceeding, which is used to determine the level of Utility trust contributions and related revenue requirement, the CPUC assumed that the eventual decommissioning of Diablo Canyon Unit 1 would be scheduled to begin in 2024 and be completed in 2044, that decommissioning of Diablo Canyon Unit 2 would be scheduled to begin in 2025 and be completed in 2041, and that decommissioning of Humboldt Bay Unit 3 would be scheduled to begin in 2009 and be completed in 2015.  A premature shutdown of the Diablo Canyon units would increase the likelihood of an earlier start to decommissioning.  The Utility’s decommissioning cost estimates are based on the 2005 decommissioning cost studies, prepared in accordance with CPUC requirements.  The decommissioning cost estimates are based on the plant location and cost characteristics for the Utility's nuclear power plants.  Actual decommissioning costs may vary from these estimates to the extent the assumptions on which the estimates are based (such as assumptions about decommissioning dates, regulatory requirements, technology, and costs of labor, materials, and equipment) differ from actual results.  The Utility recovers its revenue requirements for estimated nuclear decommissioning costs from customers through a non-bypassable charge that the Utility expects will continue until those costs are fully recovered.  Decommissioning costs recovered in rates are placed in nuclear decommissioning trusts.  The funds in the decommissioning trusts, along with accumulated earnings, will be used exclusively for decommissioning and dismantling the Utility's nuclear facilities.

In April 2009, the Utility filed an application in the 2009 Nuclear Decommissioning Triennial Proceeding with new decommissioning cost estimates and other funding assumptions, such as projected cost escalation factors and projected earnings of the funds for 2010, 2011, and 2012.  Hearings were completed in October 2009, and a CPUC decision is expected in the second quarter of 2010.  For more information about nuclear decommissioning, including the estimated decommissioning costs, see Note 12 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.

Endangered Species

Many of the Utility's facilities and operations are located in, or pass through, areas that are designated as critical habitats for federal, or state-listed endangered, threatened, or sensitive species.  The Utility may be required to incur additional costs or be subjected to additional restrictions on operations if additional threatened or endangered species are listed or additional critical habitats are designated at or near the Utility's facilities or operations.  The Utility is seeking to secure “habitat conservation plans” to ensure long-term compliance with state and federal endangered species acts.  The Utility expects that it will be able to recover costs of complying with state and federal endangered species acts through rates.

Electric and Magnetic Fields

Electric and magnetic fields (“EMFs”) naturally result from the generation, transmission, distribution, and use of electricity.  In November 1993, the CPUC adopted an interim EMF policy for California energy utilities that, among other things, requires California energy utilities to take no-cost and low-cost steps to reduce EMFs from new or upgraded utility facilities.  California energy utilities were required to fund an EMF education program and an EMF research program managed by the California Department of Health Services.  In October 2002, the California Department of Health Services released its report to the CPUC and the public, based primarily on its review of

 
37
 
    

studies by others, evaluating the possible risks from EMFs.  The report's conclusions contrast with other recent reports by authoritative health agencies in that the California Department of Health Services' report has assigned a higher probability to the possibility of a causal connection between EMF exposures and a number of diseases and conditions, including childhood leukemia, adult leukemia, amyotrophic lateral sclerosis, and miscarriages.

On January 26, 2006, the CPUC issued a decision that affirms the CPUC’s “low-cost/no-cost, prudent avoidance” policy to reduce EMF exposure for new utility transmission and substation projects.  The CPUC ordered the continued use of a 4% of project cost benchmark for EMF reduction measures.  The CPUC also reaffirmed that it has exclusive jurisdiction with respect to utility EMF matters.

The Utility currently is not involved in third-party litigation concerning EMFs.  In August 1996, the California Supreme Court held that homeowners are barred from suing utilities for alleged property value losses caused by fear of EMFs from power lines.  In a case involving allegations of personal injury, a California appeals court held that the CPUC has exclusive jurisdiction over personal injury and wrongful death claims arising from allegations of harmful exposure to EMFs, and barred plaintiffs' personal injury claims.  The California Supreme Court declined to hear the plaintiffs’ appeal of this decision.

Item 1A. Risk Factors

A discussion of the significant risks associated with investments in the securities of PG&E Corporation and the Utility is set forth under the heading “Risk Factors” in the MD&A in the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

The Utility owns or has obtained the right to occupy and/or use real property comprising the Utility's electricity and natural gas distribution facilities, natural gas gathering facilities and generation facilities, and natural gas and electricity transmission facilities, all of which are described above under “Electric Utility Operations” and “Natural Gas Utility Operations” which information is incorporated herein by reference.  In total, the Utility occupies 9.8 million square feet of real property, including 8.5 million square feet that the Utility owns.  Of the 9.8 million square feet of occupied real property, approximately 1.7 million square feet represent the Utility's corporate headquarters located in several Utility-owned buildings in San Francisco, California.  The Utility occupies or uses real property that it does not own primarily through various leases, easements, rights-of-way, permits, or licenses from private landowners or governmental authorities.

The Utility currently owns approximately 167,000 acres of land, approximately 140,000 acres of which it will encumber with conservation easements and/or donate to public agencies or non-profit conservation organizations under the Chapter 11 Settlement Agreement.  Approximately 75,000 acres of this land may be donated in fee and encumbered with conservation easements.  The remaining land contains the Utility's or a joint licensee's hydroelectric generation facilities or is otherwise used for utility operations and will only be encumbered with conservation easements.  As contemplated in the Chapter 11 Settlement Agreement, the Utility formed an entity, the Pacific Forest Watershed Lands Stewardship Council (“Council”) to oversee the development and implementation of a Land Conservation Plan (“LCP”) that will articulate the long-term management objectives for the 140,000 acres.  The Council is governed by an 18-member board of directors that represents a range of diverse interests, including the CPUC, California environmental agencies, organizations representing underserved and minority constituencies, agricultural and business interests, and public officials.  The Utility has appointed 1 out of 18 members of the Board of Directors of the Council.  In December 2007, the Council adopted the LCP and submitted it to the Utility.

 
38
 
    


The Utility has accepted the LCP and will seek authorization from the CPUC, the FERC, and other approving entities to proceed with the transactions necessary to implement the LCP.

PG&E Corporation also leases approximately 74,000 square feet of office space from a third party in San Francisco, California.  This lease expires in 2012.


Item 3. Legal Proceedings

In addition to the following legal proceedings, PG&E Corporation and the Utility are involved in various legal proceedings in the ordinary course of their business.  For more information regarding PG&E Corporation’s and the Utility’s liability for legal matters, see Note 16 of the Notes to the Consolidated Financial Statements of the 2009 Annual Report.

Diablo Canyon Power Plant

The Utility's Diablo Canyon power plant employs a “once-through” cooling water system that is regulated under a Clean Water Act permit issued by the Central Coast Board.  This permit allows the Diablo Canyon power plant to discharge the cooling water at a temperature no more than 22 degrees above the temperature of the ambient receiving water, and requires that the beneficial uses of the water be protected.  The beneficial uses of water in this region include industrial water supply, marine and wildlife habitat, shellfish harvesting, and preservation of rare and endangered species.  In January 2000, the Central Coast Board issued a proposed draft cease and desist order alleging that, although the temperature limit has never been exceeded, the Utility's Diablo Canyon power plant's discharge was not protective of beneficial uses.

In October 2000, the Utility and the Central Coast Board reached a tentative settlement under which the Central Coast Board agreed to find that the Utility's discharge of cooling water from the Diablo Canyon power plant protects beneficial uses and that the intake technology reflects the best technology available, as defined in the federal Clean Water Act.  As part of the tentative settlement, the Utility agreed to take measures to preserve certain acreage north of the plant and to fund approximately $6 million in environmental projects and future environmental monitoring related to coastal resources.  On March 21, 2003, the Central Coast Board voted to accept the settlement agreement.  On June 17, 2003, the settlement agreement was executed by the Utility, the Central Coast Board and the California Attorney General's Office.  A condition to the effectiveness of the settlement agreement is that the Central Coast Board renew Diablo Canyon's NPDES permit.

At its July 10, 2003 meeting, the Central Coast Board did not renew the NPDES permit and continued the permit renewal hearing indefinitely.  Several Central Coast Board members indicated that they no longer supported the settlement agreement, and the Central Coast Board requested a team of independent scientists, as part of a technical working group, to develop additional information on possible mitigation measures for Central Coast Board staff.  In January 2005, the Central Coast Board published the scientists' draft report recommending several such mitigation measures.  If the Central Coast Board adopts the scientists' recommendations, and if the Utility ultimately is required to implement the projects proposed in the draft report, it could incur costs of up to approximately $30 million.  The Utility would seek to recover these costs through rates charged to customers.  The Water Board is developing a state policy for the implementation of Section 316(b) of the Clean Water Act, the adoption of which could affect future negotiations between the Central Coast Board and the Utility.  For more information about the draft state policy, see “Environmental Matters — Water Quality” above.

PG&E Corporation and the Utility believe that the ultimate outcome of this matter will not have a material adverse impact on their Utility's financial condition or results of operations.


Item 4.  Submission of Matters to a Vote of Security Holders

Not applicable.

 
39
 
    



EXECUTIVE OFFICERS OF THE REGISTRANTS


The names, ages and positions of PG&E Corporation “executive officers,” as defined by Rule 3b-7 of the General Rules and Regulations under the Securities and Exchange Act of 1934 (“Exchange Act”) at February 1, 2010 were as follows.

Name
  
Age
  
Position
Peter A. Darbee
  
 57
  
Chairman of the Board, Chief Executive Officer, and President
Kent M. Harvey
  
 51
  
Senior Vice President and Chief Financial Officer
Christopher P. Johns
  
 49
  
President, Pacific Gas and Electric Company
Nancy E. McFadden
  
 51
  
Senior Vice President and Senior Advisor to the Chairman and Chief Executive Officer
Hyun Park
  
 48
  
Senior Vice President and General Counsel
Greg S. Pruett
  
 52
  
Senior Vice President, Corporate Affairs
Rand L. Rosenberg
  
 56
  
Senior Vice President, Corporate Strategy and Development
John R. Simon
  
 45
  
Senior Vice President, Human Resources

All officers of PG&E Corporation serve at the pleasure of the Board of Directors.  During the past five years through February 1, 2010, the executive officers of PG&E Corporation had the following business experience. Except as otherwise noted, all positions have been held at PG&E Corporation.

Name
  
Position
  
Period Held Office
         
Peter A. Darbee
  
Chairman of the Board, Chief Executive Officer, and President
  
September 19, 2007 to present
   
President and Chief Executive Officer, Pacific Gas and Electric Company
  
September 5, 2008 to July 31, 2009
   
Chairman of the Board and Chief Executive Officer
  
July 1, 2007 to September 18, 2007
   
Chairman of the Board, Chief Executive Officer, and President
  
January 1, 2006 to June 30, 2007
   
Chairman of the Board, Pacific Gas and Electric Company
  
January 1, 2006 to May 31, 2007
   
President and Chief Executive Officer
  
January 1, 2005 to December 31, 2005
         
Kent M. Harvey
  
Senior Vice President and Chief Financial Officer
  
August 1, 2009 to present
   
Senior Vice President, Financial Services, Pacific Gas and Electric Company
  
August 1, 2009 to present
   
Senior Vice President and Chief Risk and Audit Officer
  
October 1, 2005 to July 31, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer, Pacific Gas and Electric Company
  
November 1, 2000 to September 30, 2005
         
Christopher P. Johns
  
President, Pacific Gas and Electric Company
  
August 1, 2009 to present
   
Senior Vice President and Chief Financial Officer
  
May 1, 2009 to July 31, 2009
   
Senior Vice President, Financial Services, Pacific Gas and Electric Company
  
May 1, 2009 to July 31, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer
  
October 4, 2005 to April 30, 2009
   
Senior Vice President and Treasurer, Pacific Gas and Electric Company
  
June 1, 2007 to April 30, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer, Pacific Gas and Electric Company
  
October 1, 2005 to May 31, 2007
   
Senior Vice President, Chief Financial Officer, and Controller
  
January 2, 2005 to October 3, 2005
 
40
 
 
         
Nancy E. McFadden
  
Senior Vice President and Senior Advisor to the Chairman and Chief Executive Officer
  
November 1, 2009 to present
   
Senior Vice President, Public Affairs
  
March 1, 2007 to October 31, 2009
   
Senior Vice President, Public Affairs, Pacific Gas and Electric Company
  
June 20, 2007 to October 31, 2009
   
Vice President, Governmental Relations, Pacific Gas and Electric Company
  
September 26, 2005 to February 28, 2007
   
Chairperson, California Medical Assistance Commission
  
November 13, 2003 to January 1, 2006
         
Hyun Park
  
Senior Vice President and General Counsel
  
November 13, 2006 to present
   
Vice President, General Counsel, and Secretary, Allegheny Energy, Inc.
  
April 5, 2005 to October 17, 2006
   
Senior Vice President, General Counsel, and Secretary, Sithe Energies, Inc.
  
March 2000 to February 2005
         
Greg S. Pruett
  
Senior Vice President, Corporate Affairs
  
November 1, 2009 to present
   
Senior Vice President, Corporate Affairs, Pacific Gas and Electric Company
  
November 1, 2009 to present
   
Senior Vice President, Corporate Relations
  
November 1, 2007 to October 31, 2009
   
Senior Vice President, Corporate Relations, Pacific Gas and Electric Company
  
March 1, 2009 to October 31, 2009
   
Vice President, Corporate Relations
  
March 1, 2007 to October 31, 2007
   
Vice President, Communications and Marketing, American Gas Association
  
April 10, 2006 to February 23, 2007
   
Chief Public Affairs Officer, Bechtel National, Inc.
  
June 12, 2004 to September 12, 2005
         
Rand L. Rosenberg
  
Senior Vice President, Corporate Strategy and Development
  
November 1, 2005 to present
         
John R. Simon
  
Senior Vice President, Human Resources
  
April 16, 2007 to present
   
Senior Vice President, Human Resources, Pacific Gas and Electric Company
  
April 16, 2007 to present
   
Executive Vice President, Global Human Capital, TeleTech Holdings, Inc.
  
March 21, 2006 to April 13, 2007
   
Senior Vice President, Human Capital, TeleTech Holdings, Inc.
  
July 31, 2001 to March 20, 2006


The names, ages and positions of the Utility's “executive officers,” as defined by Rule 3b-7 of the General Rules and Regulations under the Exchange Act at February 1, 2010 were as follows:


Name
  
Age
  
Position
Peter A. Darbee
  
57
  
Chairman of the Board, Chief Executive Officer, and President, PG&E Corporation
Christopher P. Johns
  
49 
  
President
John S. Keenan
  
61 
  
Senior Vice President and Chief Operating Officer
Desmond A. Bell
  
47 
  
Senior Vice President, Shared Services and Chief Procurement Officer
Thomas E. Bottorff
  
56 
  
Senior Vice President, Regulatory Relations
Helen A. Burt
  
53 
  
Senior Vice President and Chief Customer Officer
John T. Conway
  
52 
  
Senior Vice President, Energy Supply and Chief Nuclear Officer
Patricia M. Lawicki
  
49 
  
Senior Vice President and Chief Information Officer
Kent M. Harvey
  
51
  
Senior Vice President, Financial Services
Nancy E. McFadden
  
51
  
Senior Vice President and Senior Advisor to the Chairman and Chief Executive Officer
Hyun Park
  
48 
  
Senior Vice President and General Counsel, PG&E Corporation
 
 
41
 
Greg S. Pruett
  
52 
  
Senior Vice President, Corporate Affairs
Edward A. Salas
  
53 
  
Senior Vice President, Engineering and Operations
John R. Simon
  
45 
  
Senior Vice President, Human Resources
Fong Wan
  
48 
  
Senior Vice President, Energy Procurement
Geisha J. Williams
  
48 
  
Senior Vice President, Energy Delivery
Barbara L. Barcon
  
53 
  
Vice President, Finance and Chief Financial Officer

All officers of the Utility serve at the pleasure of the Board of Directors.  During the past five years through February 1, 2010, the executive officers of the Utility had the following business experience.  Except as otherwise noted, all positions have been held at Pacific Gas and Electric Company.

Name
  
Position
  
Period Held Office
         
Peter A. Darbee
  
Chairman of the Board, Chief Executive Officer, and President, PG&E Corporation
  
September 19, 2007 to present
   
President and Chief Executive Officer
  
September 5, 2008 to July 31, 2009
   
Chairman of the Board and Chief Executive Officer, PG&E Corporation
  
July 1, 2007 to September 18, 2007
   
Chairman of the Board
  
January 1, 2006 to May 31, 2007
   
Chairman of the Board, Chief Executive Officer, and President, PG&E Corporation
  
January 1, 2006 to June 30, 2007
   
President and Chief Executive Officer, PG&E Corporation
  
January 1, 2005 to December 31, 2005
         
Christopher P. Johns
  
President
  
August 1, 2009 to present
   
Senior Vice President, Financial Services
  
May 1, 2009 to July 31, 2009
   
Senior Vice President, and Chief Financial Officer, PG&E Corporation
  
May 1, 2009 to July 31, 2009
   
Senior Vice President and Treasurer
  
June 1, 2007 to April 30, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer, PG&E Corporation
  
October 4, 2005 to April 30, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer
  
October 1, 2005 to May 31, 2007
   
Senior Vice President, Chief Financial Officer, and Controller, PG&E Corporation
  
January 2, 2005 to October 3, 2005
         
John S. Keenan
  
Senior Vice President and Chief Operating Officer
  
January 1, 2008 to present
   
Senior Vice President, Generation and Chief Nuclear Officer
  
December 19, 2005 to December 31, 2007
   
Vice President, Fossil Generation, Progress Energy
  
November 10, 2003 to December 18, 2005
         
Desmond A. Bell
  
Senior Vice President, Shared Services and Chief Procurement Officer
  
October 1, 2008 to present
   
Vice President, Shared Services and Chief Procurement Officer
  
March 1, 2008 to September 30, 2008
   
Vice President and Chief of Staff
  
March 19, 2007 to February 29, 2008
   
Vice President, Parts Logistics, Bombardier Aerospace
  
April 2003 to September 2006
         
Thomas E. Bottorff
  
Senior Vice President, Regulatory Relations
  
October 14, 2005 to present
   
Senior Vice President, Customer Service and Revenue
  
March 1, 2004 to October 13, 2005
         
Helen A. Burt
  
Senior Vice President and Chief Customer Officer
  
February 27, 2006 to present
   
Management Consultant, The Burt Group
  
January 2003 to February 2006
 
 
42
 
         
John T. Conway
  
Senior Vice President, Energy Supply and Chief Nuclear Officer
Senior Vice President, Generation and Chief Nuclear Officer
  
April 1, 2009 to present
October 1, 2008 to March 31, 2009
   
Senior Vice President and Chief Nuclear Officer
  
March 1, 2008 to September 30, 2008
   
Site Vice President, Diablo Canyon Power Plant
  
May 29, 2007 to February 29, 2008
   
Site Vice President, Monticello Nuclear Plant, Nuclear Management Company
  
May 2005 to May 2007
   
Site Director, Monticello Nuclear Plant, Nuclear Management Company
  
April 2004 to May 2005
         
Kent M. Harvey
  
Senior Vice President, Financial Services
  
August 1, 2009 to present
   
Senior Vice President and Chief Financial Officer, PG&E Corporation
  
August 1, 2009 to present
   
Senior Vice President and Chief Risk and Audit Officer, PG&E Corporation
  
October 1, 2005 to July 31, 2009
   
Senior Vice President, Chief Financial Officer, and Treasurer
  
November 1, 2000 to September 30, 2005
         
Patricia M. Lawicki
  
Senior Vice President and Chief Information Officer
  
November 1, 2007 to present
   
Vice President and Chief Information Officer
  
January 12, 2005 to October 31, 2007
         
Nancy E. McFadden
  
Senior Vice President and Special Advisor to the Chairman and Chief Executive Officer, PG&E Corporation
  
November 1, 2009 to present
   
Senior Vice President, Public Affairs
  
June 20, 2007 to October 31, 2009
   
Senior Vice President, Public Affairs, PG&E Corporation
  
March 1, 2007 to October 31, 2009
   
Vice President, Governmental Relations
  
September 26, 2005 to February 28, 2007
   
Chairperson, California Medical Assistance Commission
  
November 13, 2003 to January 1, 2006
         
Hyun Park
  
Senior Vice President and General Counsel, PG&E Corporation
  
November 13, 2006 to present
   
Vice President, General Counsel, and Secretary, Allegheny Energy, Inc.
  
April 5, 2005 to October 17, 2006
   
Senior Vice President, General Counsel, and Secretary, Sithe Energies, Inc.
  
March 2000 to February 2005
         
Greg S. Pruett
  
Senior Vice President, Corporate Affairs
  
November 1, 2009 to present
   
Senior Vice President, Corporate Affairs, PG&E Corporation
  
November 1, 2009 to present
   
Senior Vice President, Corporate Relations
  
March 1, 2009 to October 31, 2009
   
Senior Vice President, Corporate Relations, PG&E Corporation
  
November 1, 2007 to October 31, 2009
   
Vice President, Corporate Relations, PG&E Corporation
  
March 1, 2007 to October 31, 2007
   
Vice President, Communications and Marketing, American Gas Association
  
April 10, 2006 to February 23, 2007
   
Chief Public Affairs Officer, Bechtel National, Inc.
  
June 12, 2004 to September 12, 2005
         
Edward A. Salas
  
Senior Vice President, Engineering and Operations
  
April 11, 2007 to present
   
Staff Vice President, Network Planning, Verizon Wireless
  
May 2004 to April 2007
         
John R. Simon
  
Senior Vice President, Human Resources
  
April 16, 2007 to present
   
Senior Vice President, Human Resources, PG&E Corporation
  
April 16, 2007 to present
   
Executive Vice President, Global Human Capital, TeleTech
  
March 21, 2006 to April 13, 2007
   
Senior Vice President, Human Capital, TeleTech Holdings, Inc.
  
July 13, 2001 to March 20, 2006
         
Fong Wan
  
Senior Vice President, Energy Procurement
  
October 1, 2008 to present
   
Vice President, Energy Procurement
  
January 9, 2006 to September 30, 2008
   
Vice President, Power Contracts and Electric Resource Development
  
May 1, 2004 to January 8, 2006
 
 
 
43
         
Geisha J. Williams
  
Senior Vice President, Energy Delivery
  
December 1, 2007 to present
   
Vice President, Power Systems, Distribution, Florida Power and Light Company
  
July 2003 to July 2007
         
Barbara L. Barcon
  
Vice President, Finance and Chief Financial Officer
  
March 24, 2008 to present
   
Senior Vice President, The Gores Group - Glendon Partners Private Equity Firm
  
2007 to 2008
   
Vice President, Financial Process Excellence, Northrop Grumman Corporation
  
2004 to 2007
         


PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

As of February 16, 2010, there were 81,642 holders of record of PG&E Corporation common stock.  PG&E Corporation common stock is listed on the New York Stock Exchange and the Swiss stock exchanges.  The high and low sales prices of PG&E Corporation common stock for each quarter of the two most recent fiscal years are set forth under the heading “Quarterly Consolidated Financial Data (Unaudited)” in the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.  Information about the frequency and amount of dividends on common stock declared by PG&E Corporation and the Utility is set forth in the table entitled “Selected Financial Data” and in Note 6 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.  The discussion of dividends with respect to PG&E Corporation's and the Utility’s common stock is set forth under the section of MD&A entitled “Liquidity and Financial Resources — Dividends” and Note 6 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.

Sales of Unregistered Equity Securities

During the quarter ended December 31, 2009, PG&E Corporation made equity contributions totaling $30 million to the Utility in order to maintain the 52% common equity target authorized by the CPUC and to ensure that the Utility has adequate capital to fund its capital expenditures.

The Utility did not make any sales of unregistered equity securities during 2009.

Issuer Purchases of Equity Securities

During the quarter ended December 31, 2009, PG&E Corporation did not redeem or repurchase any shares of common stock outstanding.  During the fourth quarter of 2009, the Utility did not redeem or repurchase any shares of its various series of preferred stock outstanding.

Item 6. Selected Financial Data

A summary of selected financial information, for each of PG&E Corporation and the Utility for each of the last five fiscal years, is set forth under the heading “Selected Financial Data” in the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

A discussion of PG&E Corporation's and the Utility’s consolidated financial condition and results of operations is set forth under the heading “Management's Discussion and Analysis of Financial Condition and

 
44
 
    

Results of Operations” in the 2009 Annual Report, which discussion is incorporated by reference and included in Exhibit 13 to this report.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Information responding to Item 7A appears in the 2009 Annual Report under the heading “Management's Discussion and Analysis of Financial Condition and Results of Operations—Risk Management Activities,” and under Notes 10 and 11 of the Notes to the Consolidated Financial Statements of the 2009 Annual Report, which information is incorporated by reference and included in Exhibit 13 to this report.


Item 8. Financial Statements and Supplementary Data

Information responding to Item 8 appears in the 2009 Annual Report under the following headings for PG&E Corporation: “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Equity;” under the following headings for Pacific Gas and Electric Company: “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Shareholders' Equity;” and under the following headings for PG&E Corporation and Pacific Gas and Electric Company jointly: “Notes to the Consolidated Financial Statements,” “Quarterly Consolidated Financial Data (Unaudited),” and “Reports of Independent Registered Public Accounting Firm,” which information is incorporated by reference and included in Exhibit 13 to this report.


Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Based on an evaluation of PG&E Corporation's and the Utility's disclosure controls and procedures as of December 31, 2009, PG&E Corporation's and the Utility's respective principal executive officers and principal financial officers have concluded that such controls and procedures are effective to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Securities Exchange Act of 1934 (“1934 Act”) is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.  In addition, PG&E Corporation's and the Utility's respective principal executive officers and principal financial officers have concluded that such controls and procedures were effective in ensuring that information required to be disclosed by PG&E Corporation and the Utility in the reports that PG&E Corporation and the Utility file or submit under the 1934 Act is accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation's and the Utility's respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2009 that have materially affected, or are reasonably likely to materially affect, PG&E Corporation's or the Utility's internal control over financial reporting.

Management of PG&E Corporation and the Utility have prepared an annual report on internal control over financial reporting.  Management's report, together with the report of the independent registered public accounting firm, appears in the 2009 Annual Report under the heading “Management's Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm,” which information is incorporated by reference and included in Exhibit 13 to this report.

 
45
 
    


Item 9B. Other Information

Election of New Director
 
On February 17, 2010, the Board of Directors of the Utility elected Christopher P. Johns, who is currently the President of the Utility, as a director of the Utility, effective February 17, 2010.  The Utility’s Board of Directors also appointed Mr. Johns as a member of the Board’s Executive Committee, effective February 17, 2010.

To accommodate the election of Mr. Johns, the Board of Directors of the Utility amended the Utility’s Bylaws to increase the authorized number of directors from 11 to 12, effective February 17, 2010.  Under the Utility’s Bylaws, the authorized number of directors may not be less than 9 nor more than 17, but within that range the Board of Directors may set the exact number of directors by an amendment to the Bylaws.  The text of the Utility’s Bylaws, as amended, is attached to this report as Exhibit 3.5.

Under the Utility’s Corporate Governance Guidelines, at least 75% of its Board is required to be composed of independent directors, defined as directors who (1) are neither current nor former officers or employees of, nor consultants to, PG&E Corporation, the Utility, or its subsidiaries, (2) are neither current nor former officers or employees of any other corporation on whose board of directors any officer of the Utility serves as a member, and (3) otherwise meet the definition of “independence” set forth in the applicable stock exchange rules.  The composition of the Utility’s Board of Directors currently meets the Corporate Governance Guidelines.

There are no arrangements or understandings pursuant to which Mr. Johns was selected as a director of the Utility.  Mr. Johns does not have any relationship or related transaction with PG&E Corporation or the Utility that would require disclosure pursuant to Item 404(a) of Securities and Exchange Commission Regulation S-K.


PART III


Item 10. Directors, Executive Officers and Corporate Governance

Information regarding executive officers of PG&E Corporation and the Utility is included above in a separate item captioned “Executive Officers of the Registrants” at the end of Part I of this report.  Other information regarding directors is included under the heading “Nominees for Director of PG&E Corporation and Pacific Gas and Electric Company” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.  Information regarding compliance with Section 16 of the Exchange Act is included under the heading “Section 16(a) Beneficial Ownership Reporting Compliance” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.

Website Availability of Code of Ethics, Corporate Governance and Other Documents

The following documents are available both on PG&E Corporation's website www.pgecorp.com, and the Utility’s website, www.pge.com: (1) the codes of conduct and ethics adopted by PG&E Corporation and the Utility applicable to their respective directors and employees, including their respective Chief Executive Officers, Chief Financial Officers, Controllers and other executive officers, (2) PG&E Corporation's and the Utility's corporate governance guidelines, and (3) key Board Committee charters, including charters for the companies' Audit Committees and the PG&E Corporation Nominating and Governance Committee and Compensation Committee.

If any amendments are made to, or any waivers are granted with respect to, provisions of the codes of conduct and ethics adopted by PG&E Corporation and the Utility that apply to their respective Chief Executive Officers, Chief Financial Officers, or Controllers, the company whose code is so affected will disclose the nature of such amendment or waiver on its respective website and any waivers to the code will be disclosed in a Current Report on Form 8-K filed within four business days of the waiver.

 
46
 
    

Procedures for Shareholder Recommendations of Nominees to the Boards of Directors

During 2009 there were no material changes to the procedures described in PG&E Corporation’s and the Utility’s Joint  Proxy Statement relating to the 2009 Annual Meetings of Shareholders by which security holders may recommend nominees to PG&E Corporation’s or Pacific Gas and Electric Company’s Boards of Directors.

Audit Committees and Audit Committee Financial Expert

Information regarding the Audit Committees of PG&E Corporation and the Utility and the “audit committee financial expert” as defined by the SEC is included under the heading “Corporate Governance  Board Committees  Audit Committees” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.

Item 11. Executive Compensation

Information responding to Item 11, for each of PG&E Corporation and the Utility, is included under the headings “Compensation Discussion and Analysis (CD&A),” “Compensation Committee Report,”  “Summary Compensation Table - 2009,” “Grants of Plan-Based Awards in 2009,” “Outstanding Equity Awards at Fiscal Year End - 2009,” “Option Exercises and Stock Vested During 2009,” “Pension Benefits – 2009,” “Non-Qualified Deferred Compensation,”  “Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability” and “2009 Director Compensation” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility, is included under the heading “Security Ownership of Management” and under the heading “Other Information - Principal Shareholders” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.

Equity Compensation Plan Information

The following table provides information as of December 31, 2009 concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation's existing equity compensation plans.

Plan Category
  
(a)
Number of Securities to
be Issued Upon Exercise
of Outstanding Options,
Warrants and Rights
  
(b)
Weighted Average
Exercise Price of
Outstanding Options,
Warrants and Rights
  
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column(a))
Equity compensation plans   approved by shareholders
  
2,723,349(1)
  
$23.99
  
9,703,937(2)
Equity compensation plans not   approved by shareholders
  
—
  
 —
  
—
Total equity compensation plans
  
2,723,349(1)
  
$23.99
  
9,703,937(2)
 
 
 (1)      Includes 748,620 phantom stock units and restricted stock units.  The weighted average exercise price reported in column (b) does not take these awards into account.
 
 
 (2)      Represents the total number of shares available for issuance under the PG&E Corporation's Long-Term Incentive Program (“LTIP”) and the PG&E Corporation 2006 Long-Term Incentive Plan (“2006 LTIP”) as of December 31, 2009.  Outstanding stock-based awards granted under the LTIP include stock options, restricted stock, and phantom stock.  The LTIP expired on December 31, 2005.  The 2006 LTIP, which became effective on January 1, 2006, authorizes up to 12 million shares to be issued pursuant to awards granted under the 2006 LTIP.  Outstanding stock-based awards granted under the 2006 LTIP include stock options, restricted stock, restricted stock units, and phantom stock.  For a description of the LTIP and the 2006 LTIP, see Note 13 of the Notes to the Consolidated Financial Statements in the 2009 Annual Report.
 

 
47
 
    
Item 13. Certain Relationships and Related Transactions, and Director Independence

Information responding to Item 13, for each of PG&E Corporation and the Utility , is included under the headings “Related Person Transactions,” “Review, Approval, and Ratification of Related Person Transactions” and “Information Regarding the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company  Director Independence” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.



Item 14. Principal Accountant Fees and Services

Information responding to Item 14, for each of PG&E Corporation and the Utility, is included under the heading “Information Regarding the Independent Registered Public Accounting Firm for PG&E Corporation and Pacific Gas and Electric Company” in the Joint Proxy Statement relating to the 2010 Annual Meetings of Shareholders, which information is hereby incorporated by reference.


PART IV


Item 15. Exhibits and Financial Statement Schedules

(a)           The following documents are filed as a part of this report:

1.           The following consolidated financial statements, supplemental information and report of independent registered public accounting firm are contained in the 2009 Annual Report and are incorporated by reference in this report:

Consolidated Statements of Income for the Years Ended December 31, 2009, 2008, and 2007 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, 2009 and 2008 for each of PG&E Corporation and Pacific Gas and Electric Company.
 
Consolidated Statements of Cash Flows for the Years Ended December 31, 2009, 2008, and 2007 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, 2009, 2008, and 2007 for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2009, 2008, and 2007 for Pacific Gas and Electric Company.

Notes to the Consolidated Financial Statements.

Quarterly Consolidated Financial Data (Unaudited).

Report of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

2.           The following financial statement schedules and report of independent registered public accounting firm are filed as part of this report:

Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

 
48
 
    



I—Condensed Financial Information of Parent as of December 31, 2009 and 2008 and for the Years Ended December 31, 2009, 2008, and 2007.

II—Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, 2009, 2008, and 2007.

Schedules not included are omitted because of the absence of conditions under which they are required or because the required information is provided in the consolidated financial statements, including the notes thereto.


 
49
 
    


3.           Exhibits required by Item 601 of Regulation S-K:

Exhibit
Number
  
Exhibit Description
2.1
  
Order of the U.S. Bankruptcy Court for the Northern District of California dated December 22, 2003, Confirming Plan of Reorganization of Pacific Gas and Electric Company, including Plan of Reorganization, dated July 31, 2003 as modified by modifications dated November 6, 2003 and December 19, 2003 (Exhibit B to Confirmation Order and Exhibits B and C to the Plan of Reorganization omitted) (incorporated by reference to Pacific Gas and Electric Company's Registration Statement on Form S-3 No. 333-109994, Exhibit 2.1)
2.2
  
Order of the U.S. Bankruptcy Court for the Northern District of California dated February 27, 2004 Approving Technical Corrections to Plan of Reorganization of Pacific Gas and Electric Company and Supplementing Confirmation Order to Incorporate such Corrections (incorporated by reference to Pacific Gas and Electric Company's Registration Statement on Form S-3 No. 333-109994, Exhibit 2.2)
3.1
  
Restated Articles of Incorporation of PG&E Corporation effective as of May 29, 2002 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 1-12609), Exhibit 3.1)
3.2
  
Certificate of Determination for PG&E Corporation Series A Preferred Stock filed December 22, 2000 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2000 (File No. 1-12609), Exhibit 3.2)
3.3
  
Bylaws of PG&E Corporation amended as of September 16, 2009 (incorporated by reference to PG&E Corporation’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009 (File No. 1-12609), Exhibit 3.1)
3.4
  
Restated Articles of Incorporation of Pacific Gas and Electric Company effective as of April 12, 2004 (incorporated by reference to Pacific Gas and Electric Company's Form 8-K filed April 12, 2004 (File No. 1-2348), Exhibit 3)
3.5
  
Bylaws of Pacific Gas and Electric Company amended as of February 17, 2010
4.1
  
Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, 2004, as supplemented by a First Supplemental Indenture, dated as of March 23, 2004, and a Second Supplemental Indenture, dated as of April 12, 2004, between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 4.1)
4.2
  
First Supplemental Indenture dated as of March 13, 2007 relating to the Utility’s issuance of $700,000,000 principal amount of 5.80% Senior Notes due March 1, 2037 (incorporated by reference from Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
4.3
  
Second Supplemental Indenture dated as of December 4, 2007 relating to the Utility’s issuance of $500,000,000 principal amount of 5.625% Senior Notes due November 30, 2017 (incorporated by reference from Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 14, 2007 (file No. 1-2348), Exhibit 4.1)
4.4
  
Third Supplemental Indenture dated as of March 3, 2008 relating to the Utility’s issuance of 5.625% Senior Notes due November 30, 2017 and 6.35% Senior Notes due February 15, 2038 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 3, 2008 (File No. 1-2348), Exhibit 4.1)
 
50
Exhibit
Number
    Exhibit Description
4.5
  
Fourth Supplemental Indenture dated as of October 21, 2008 relating to the Utility’s issuance of $600,000,000 aggregate principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated October 21, 2008 (File No. 1-2348), Exhibit 4.1)
4.6
 
  
Fifth Supplemental Indenture dated as of November 18, 2008 relating to the Utility’s issuance of $400,000,000 aggregate principal amount of its 6.25% Senior Notes due December 1, 2013 and $200 million principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated November 18, 2008 (File No. 1-2348), Exhibit 4.1)
4.7
  
Sixth Supplemental Indenture, dated as of March 6, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 6.25% Senior Notes due March 1, 2039 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 6, 2009 (File No. 1-2348), Exhibit 4.1)
4.8
  
Seventh Supplemental Indenture dated as of June 11, 2009 relating to the issuance of $500,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due June 10, 2010 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated June 11, 2009 (File No. 1-2348), Exhibit 4.1)
4.9
  
Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated November 18, 2009 (File No. 1-2348), Exhibit 4.1)
4.10
  
Indenture related to PG&E Corporation's 7.5% Convertible Subordinated Notes due June 2007, dated as of June 25, 2002, between PG&E Corporation and U.S. Bank, N.A., as Trustee (incorporated by reference to PG&E Corporation's Form 8-K filed June 26, 2002 (File No. 1-12609), Exhibit 99.1).
4.11
  
Supplemental Indenture amending PG&E Corporation's 7.5% Convertible Subordinated Notes due 2007 to PG&E Corporation's 9.50% Convertible Subordinated Notes due June 2010, dated as of October 18, 2002, between PG&E Corporation and U.S. Bank, N.A., as Trustee (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-12609), Exhibit 4.1)
4.12
  
Senior Note Indenture related to PG&E Corporation’s 5.75% Senior Notes due April 1, 2014, dated as of March 12, 2009, between PG&E Corporation and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to PG&E Corporation’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.1)
4.13
  
First Supplemental Indenture, dated as of March 12, 2009 relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 5.75% Senior Notes due April 1, 2014 (incorporated by reference to PG&E Corporation’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.2)
10.1
  
Amended and Restated Unsecured Revolving Credit Agreement entered into among Pacific Gas and Electric Company, Citicorp North America, Inc., as administrative agent and a lender, JPMorgan Securities Inc., as syndication agent, Barclays Bank Plc and BNP Paribas, as documentation agents and lenders, Deutsche Bank Securities Inc., as documentation agent, and other lenders, dated February 26, 2007 (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 1-2348), Exhibit 10.2)
 
51
 Exhibit
Number
    Exhibit Description
10.2
  
Amendment and Limited Consent Agreement, dated as of April 27, 2009, by which Lehman Brothers Bank, FSB has been removed as a lender under the Amended and Restated Unsecured Revolving Credit Agreement entered into among Pacific Gas and Electric Company, Citicorp North America, Inc., as administrative agent and a lender, JPMorgan Securities Inc., as syndication agent, Barclays Bank Plc and BNP Paribas, as documentation agents and lenders, Deutsche Bank Securities Inc., as documentation agent, and other lenders, dated February 26, 2007, filed as Exhibit 10.1 above (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 1-12609 and File No. 1-2348), Exhibit 10.2)
10.3
  
Amended and Restated Unsecured Revolving Credit Agreement entered into among PG&E Corporation, BNP Paribas, as administrative agent and a lender, Deutsche Bank Securities Inc., as syndication agent, ABN AMRO Bank, N.V., Bank of America, N.A., and Barclays Bank Plc, as documentation agents and lenders, and other lenders, dated February 26, 2007 (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 1-2348), Exhibit 10.1)
10.4
  
Amendment and Limited Consent Agreement, dated as of April 27, 2009, by which Lehman Brothers Bank, FSB has been removed as a lender under the Amended and Restated Unsecured Revolving Credit Agreement entered into among PG&E Corporation, BNP Paribas, as administrative agent and a lender, Deutsche Bank Securities Inc., as syndication agent, ABN AMRO Bank, N.V., Bank of America, N.A., and Barclays Bank Plc, as documentation agents and lenders, and other lenders, dated February 26, 2007, filed as Exhibit 10.3 above (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 1-12609 and File No. 1-2348), Exhibit 10.1)
10.5
  
Settlement Agreement among California Public Utilities Commission, Pacific Gas and Electric Company and PG&E Corporation, dated as of December 19, 2003, together with appendices (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Form 8-K filed December 22, 2003) (File No. 1-12609 and File No. 1-2348), Exhibit 99)
10.6
  
Transmission Control Agreement among the California Independent System Operator (CAISO) and the Participating Transmission Owners, including Pacific Gas and Electric Company, effective as of March 31, 1998, as amended (CAISO, FERC Electric Tariff No. 7) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.8)
10.7
  
Operating Agreement, as amended on November 12, 2004, effective as of December 22, 2004, between the State of California Department of Water Resources and Pacific Gas and Electric Company (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.9)
*10.8
  
PG&E Corporation Supplemental Retirement Savings Plan amended effective as of September 19, 2001, and frozen after December 31, 2004 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004) (File No. 1-12609), Exhibit 10.10)
*10.9
  
PG&E Corporation 2005 Supplemental Retirement Savings Plan effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009 and as further amended with respect to investment options effective as of July 13, 2009)
*10.10
  
Letter regarding Compensation Arrangement between PG&E Corporation and Peter A. Darbee effective July 1, 2003 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-12609), Exhibit 10.4)
 
 
52
 Exhibit
Number
    Exhibit Description
*10.11
  
Restricted Stock Award Agreement between PG&E Corporation and Peter A. Darbee dated January 3, 2007 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 12348), Exhibit 10.3)
*10.12
  
Amendment to January 3, 2007 Restricted Stock Agreement between PG&E Corporation and Peter A. Darbee, effective May 9, 2008 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-12609), Exhibit 10.1)
*10.13
  
Amended and Restated Restricted Stock Unit Agreement between Peter A. Darbee and PG&E Corporation (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.11)
*10.14
  
Restricted Stock Unit Agreement between Peter A. Darbee and PG&E Corporation dated January 2, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.12)
*10.15
  
Letter regarding Compensation Arrangement between PG&E Corporation and Rand L. Rosenberg dated October 19, 2005 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005) (File No. 1-12609), Exhibit 10.18)
*10.16
  
Letter regarding Compensation Arrangement between PG&E Corporation and Hyun Park dated October 10, 2006 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006) (File No. 1-12609), Exhibit 10.18)
*10.17
  
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and John S. Keenan dated November 21, 2005 (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.21)
*10.18
  
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Barbara Barcon dated March 3, 2008 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.3)
*10.19
  
PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.24)
*10.20
  
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.26)
*10.21
  
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2010
*10.22
  
Amendment to PG&E Corporation Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.27)
*10.23
  
Amendment to Pacific Gas and Electric Company Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.28)
 
53
 Exhibit
Number
    Exhibit Description
*10.24
  
Supplemental Executive Retirement Plan of PG&E Corporation as amended effective as of January 1, 2009 (amended to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.29)
*10.25
  
Pacific Gas and Electric Company Relocation Assistance Program for Officers (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.30)
*10.26
  
Postretirement Life Insurance Plan of the Pacific Gas and Electric Company (incorporated by reference to Pacific Gas and Electric Company's Annual Report on Form 10-K for fiscal year 1991 (File No. 1-2348), Exhibit 10.16)
*10.27
  
Amendment to Postretirement Life Insurance Plan of the Pacific Gas and Electric Company dated December 30, 2008 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.32)
*10.28
  
PG&E Corporation Non-Employee Director Stock Incentive Plan (a component of the PG&E Corporation Long-Term Incentive Program) as amended effective as of July 1, 2004 (reflecting amendments adopted by the PG&E Corporation Board of Directors on June 16, 2004 set forth in resolutions filed as Exhibit 10.3 to PG&E Corporation's and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.27)
*10.29
  
Resolution of the PG&E Corporation Board of Directors dated September 17, 2008, adopting director compensation arrangement effective January 1, 2009 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609 and File No. 12348), Exhibit 10.36)
*10.30
  
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 17, 2008, adopting director compensation arrangement effective January 1, 2009 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609 and File No. 12348), Exhibit 10.37)
*10.31
  
PG&E Corporation 2006 Long-Term Incentive Plan, as amended through December 16,  2009
*10.32
  
PG&E Corporation Long-Term Incentive Program (including the PG&E Corporation Stock Option Plan and Performance Unit Plan), as amended May 16, 2001, (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit 10)
*10.33
  
Form of Restricted Stock Agreement for 2005 grants under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 6, 2005 (File No. 12609 and File No. 1-2348), Exhibit 99.3)
*10.34
  
Form of Restricted Stock Agreement for 2006 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 9, 2006, Exhibit 99.1)
*10.35
  
Form of Restricted Stock Agreement for 2007 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (reflecting amendments to the PG&E Corporation 2006 Long-Term Incentive Plan made on February 15, 2006) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.39)
 
54
 Exhibit
Number
    Exhibit Description
*10.36
  
Form of Restricted Stock Agreement for 2008 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.5)
*10.37
 
  
Form of Amendment to Restricted Stock Agreements for grants made between January 2005 and March 2008 (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.45)
*10.38
  
Form of Restricted Stock Unit Agreement for 2009 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-12609), Exhibit 10.2)
*10.39
  
Form of Performance Share Agreement for 2009 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-12609), Exhibit 10.3)
*10.40
  
Form of Non-Qualified Stock Option Agreement under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 6, 2005 (File No. 12609 and File No. 1-2348), Exhibit 99.1)
*10.41
  
Form of Performance Share Agreement for 2006 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 9, 2006, Exhibit 99.2)
*10.42
  
Form of Performance Share Agreement for 2007 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (reflecting amendments to the PG&E Corporation 2006 Long-Term Incentive Plan made on February 15, 2006) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.44)
*10.43
  
Form of Performance Share Agreement for 2008 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.6)
*10.44
  
Form of Amended and Restated Performance Share Agreement for 2006 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.51)
*10.45
  
Form of Amended and Restated Performance Share Agreement for 2007 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.52)
*10.46
  
Form of Amended and Restated Performance Share Agreement for 2008 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.53)
*10.47
  
PG&E Corporation Executive Stock Ownership Program Guidelines as amended effective February 17, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.54)
*10.48
  
PG&E Corporation Officer Severance Policy, as amended effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.48)
 
55
 Exhibit
Number
    Exhibit Description
*10.49
  
PG&E Corporation Officer Severance Policy, as amended effective as of January 1, 2009 (amended to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.56)
*10.50
  
PG&E Corporation Golden Parachute Restriction Policy effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.49)
*10.51
  
Amendment to PG&E Corporation Golden Parachute Restriction Policy dated December 31, 2008 (amendment to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.58)
*10.52
  
PG&E Corporation Director Grantor Trust Agreement dated April 1, 1998 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit 10.1)
*10.53
  
PG&E Corporation Officer Grantor Trust Agreement dated April 1, 1998, as updated effective January 1, 2005 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.39)
*10.54
  
PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy effective as of February 17, 2009
*10.55
  
Resolution of the Board of Directors of PG&E Corporation regarding indemnification of officers and directors dated December 18, 1996 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.40)
*10.56
  
Resolution of the Board of Directors of Pacific Gas and Electric Company regarding indemnification of officers and directors dated July 19, 1995 (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-2348), Exhibit 10.41)
12.1
  
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
12.2
 
  
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
12.3
  
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
13
  
The following portions of the 2009 Annual Report to Shareholders of PG&E Corporation and Pacific Gas and Electric Company are included: “Selected Financial Data,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” financial statements of PG&E Corporation entitled “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Equity,” financial statements of Pacific Gas and Electric Company entitled “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Shareholders' Equity,” “Notes to the Consolidated Financial Statements,” “Quarterly Consolidated Financial Data (Unaudited),” “Management's Report on Internal Control Over Financial Reporting,” and “Report of Independent Registered Public Accounting Firm.”
21
  
Subsidiaries of the Registrant
23
  
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
24.1
  
Resolutions of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company authorizing the execution of the Form 10-K
24.2
  
Powers of Attorney
 
56
 Exhibit
Number
    Exhibit Description
31.1
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
**32.1
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
**32.2
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
***101.INS
  
XBRL Instance Document
***101.SCH
  
XBRL Taxonomy Extension Schema Document
***101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
***101.LAB
  
XBRL Taxonomy Extension Labels Linkbase Document
***101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
***101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
     
*           Management contract or compensatory agreement.
**
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.
***
Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.  These files are being submitted only by PG&E Corporation and not by its subsidiary, Pacific Gas and Electric Company.



 
57
 
    


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this Annual Report on Form 10-K for the year ended December 31, 2009 to be signed on their behalf by the undersigned, thereunto duly authorized.

 
PG&E CORPORATION
  
PACIFIC GAS AND ELECTRIC COMPANY
 
(Registrant)
 
 
*PETER A. DARBEE
  
(Registrant)
 
 
*CHRISTOPHER P. JOHNS
By:
 
 
Peter A. Darbee
Chairman of the Board, Chief Executive Officer,
and President
By:
 
 
Christopher P. Johns
President
 
Date:
February 19, 2010
Date:
February 19, 2010
       
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.

Signature
  
Title
  
Date
A.  Principal Executive Officers
 
        
*PETER A. DARBEE
  
Chairman of the Board, Chief Executive Officer, and President (PG&E Corporation)
  
February 19, 2010
  Peter A. Darbee
    
         
*CHRISTOPHER P. JOHNS
  
President (Pacific Gas and Electric Company)
  
February 19, 2010
  Christopher P. Johns
    
  
        
B.  Principal Financial Officers
        
         
*KENT M. HARVEY
  
Senior Vice President, Chief Financial Officer, and Treasurer (PG&E Corporation)
  
February 19, 2010
  Kent M. Harvey
      
         
*BARBARA L. BARCON
  
Vice President, Finance and Chief Financial Officer (Pacific Gas  and Electric Company)
  
February 19, 2010
  Barbara L. Barcon
      
         
C. Principal Accounting Officer
 
        
*STEPHEN J. CAIRNS
  
Vice President and Controller (PG&E Corporation and
Pacific Gas and Electric Company)
  
February 19, 2010
  Stephen J. Cairns
         
D.  Directors
 
        
*DAVID R. ANDREWS
  
Director
  
February 19, 2010
  David R. Andrews
        
         
*LEWIS CHEW
  
Director
  
February 19, 2010
  Lewis Chew
        
 
 
58
         
*C. LEE COX
  
Director
  
February 19, 2010
  C. Lee Cox
        
         
*PETER A. DARBEE
  
Director
  
February 19, 2010
  Peter A. Darbee
        
         
*MARYELLEN C. HERRINGER
  
Director
  
February 19, 2010
  Maryellen C. Herringer
        
         
*CHRISTOPHER P. JOHNS
  
Director (Pacific Gas and Electric Company only)
  
February 19, 2010
  Christopher P. Johns
        
         
*ROGER H. KIMMEL
  
Director
  
February 19. 2010
  Roger H. Kimmel
        
         
*RICHARD A. MESERVE
  
Director
  
February 19. 2010
  Richard A. Meserve
        
         
*FORREST E. MILLER
  
Director
  
February 19, 2010
  Forrest E. Miller
        
     
 
  
*ROSENDO G. PARRA
  
Director
  
February 19, 2010
  Rosendo G. Parra
        
         
*BARBARA L. RAMBO
  
Director
  
February 19, 2010
  Barbara L. Rambo
    
         
*BARRY LAWSON WILLIAMS
  
Director
  
February 19, 2010
  Barry Lawson Williams
    
         
*By:
HYUN PARK.
          
 
HYUN PARK, Attorney-in-Fact
          


 
59
 
    


 

 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
To the Board of Directors and Shareholders of
PG&E Corporation and Pacific Gas and Electric Company
San Francisco, California
 
We have audited the consolidated financial statements of PG&E Corporation and subsidiaries (the “Company”) and Pacific Gas and Electric Company and subsidiaries (the “Utility”) as of December 31, 2009 and 2008, and for each of the three years in the period ended December 31, 2009, and the Company’s and the Utility’s internal control over financial reporting as of December 31, 2009, and have issued our report thereon dated February 19, 2010; such consolidated financial statements and our report are included in your 2009 Annual Report to Shareholders of the Company and the Utility and are incorporated herein by reference. Our audits also included the consolidated financial statement schedules of the Company and Utility listed in Item 15(a)2. These consolidated financial statement schedules are the responsibility of the Company’s and the Utility’s management. Our responsibility is to express an opinion based on our audits. In our opinion, such consolidated financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
 
 
 
DELOITTE & TOUCHE LLP
 
February 19, 2010
San Francisco, CA



 
60
 
    

PG&E CORPORATION
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF PARENT — (Continued)
CONDENSED STATEMENTS OF INCOME
 (in millions, except per share amounts)

   
Year Ended December 31,
  
   
2009
    
2008
    
2007
  
Administrative service revenue
   $ 59     $ 119     $ 102  
Equity in earnings of subsidiaries
     1,231       1,182       1,006  
Operating expenses
     (61 )     (105 )     (112 )
Interest income
     1       4       15  
Interest expense
     (43 )     (30 )     (31 )
Other income (expense)
     11       (46 )     (6 )
Income before income taxes
     1,198       1,124       974  
Income tax benefit
     22       60       32  
Income from continuing operations
     1,220       1,184       1,006  
Gain on disposal of National Energy & Gas Transmission, Inc. (“NEGT”)
     -       154       -  
Income Available for Common Shareholders
   $ 1,220     $ 1,338     $ 1,006  
 
Weighted average common shares outstanding, basic
     368       357       351  
Weighted average common shares outstanding, diluted
     386       358       353  
Earnings per common share, basic
   $ 3.25     $ 3.64     $ 2.79  
Earnings per common share, diluted
   $ 3.20     $ 3.63     $ 2.78  


PG&E Corporation currently has outstanding $247 million principal amount of convertible subordinated 9.50% notes due 2010 (“Convertible Notes”) that are entitled to receive (non-cumulative) dividend payments without exercising the conversion option. These Convertible Notes, which were issued in June 2002, are entitled to receive pass-through dividends and meet the criteria of a participating security in the calculation of earnings per share (“EPS”) using the "two-class" method for basic EPS.

In calculating diluted EPS, PG&E Corporation applies the if-converted method to reflect the dilutive effect of the Convertible Notes to the extent that the impact is dilutive when compared to basic EPS.  In addition, PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in the calculation of diluted EPS.

Accordingly, the basic and diluted earnings per share calculations for 2008 and 2007 reflect the allocation of earnings between PG&E Corporation common stock and the participating security.


 
61
 
    

PG&E CORPORATION
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED BALANCE SHEETS
(in millions)

   
Balance at December 31,
  
   
2009
    
2008
  
ASSETS
            
Current Assets:
            
Cash and cash equivalents
   $ 193     $ 167  
Advances to affiliates
     20       28  
Deferred income taxes
     3       -  
Income taxes receivable
     9       148  
Other current assets
     5       14  
Total current assets
     230       357  
Equipment
     14       17  
Accumulated depreciation
     (13 )     (15 )
Net equipment
     1       2  
Investments in subsidiaries
     10,935       9,539  
Other investments
     84       68  
Deferred income taxes
     32       51  
Other
     4       4  
Total Assets
   $ 11,286     $ 10,021  
LIABILITIES AND SHAREHOLDERS' EQUITY
                
Current Liabilities:
                
Accounts payable—related parties
   $ 32     $ 34  
Accounts payable—other
     2       18  
Long-term debt – classified as current
     247       -  
Income taxes payable
     12       -  
Other
     199       189  
Total current liabilities
     492       241  
Noncurrent Liabilities:
                
Long-term debt
     348       280  
Income taxes payable
     14       23  
Other
     99       100  
Total noncurrent liabilities
     461       403  
Common Shareholders' Equity
                
Common stock
     6,280       5,984  
Common stock held by subsidiary
     -       -  
Reinvested earnings
     4,213       3,614  
Accumulated other comprehensive income
     (160 )     (221 )
Total common shareholders' equity
     10,333       9,377  
Total Liabilities and Shareholders' Equity
   $ 11,286     $ 10,021  


 
62
 
    

PG&E CORPORATION
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT – (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
 
   
Year Ended December 31,
  
   
2009
  
2008
  
2007
  
Cash Flows from Operating Activities:
                    
 Net Income    $    1,220     $ 1,338    $ 1,066   
Adjustments to reconcile net income to net cash provided by operating activities:
                    
Depreciation and amortization
    
20 
    
27 
    
34 
  
Equity in earnings of subsidiaries
    
(1,231)
    
(1,180)
    
(1,006)
  
Noncurrent income taxes receivable/payable
    
(9)
    
(108)
    
4 
  
Current income taxes receivable/payable
    
148 
    
46 
    
- 
  
Other
    
(13)
    
(150)
    
(14)
  
Net cash provided by (used in) operating activities
    
135 
    
(27)
    
24 
  
Cash Flows From Investing Activities:
                    
Investment in subsidiaries
    
(721)
    
(275)
    
(405)
  
Dividends received from subsidiaries
    
624 
    
596 
    
509 
  
Other
    
10 
    
(12)
    
(1)
  
Net cash (used in) provided by investing activities
    
(87)
    
309 
    
103 
  
Cash Flows From Financing Activities(1):
                    
Proceeds from issuance of long-term debt, net of discount and issuance costs of $2 million in 2009
    
348 
    
- 
    
- 
  
Common stock issued
    
219 
    
225 
    
175 
  
Common stock dividends paid 
    
(590)
    
(546)
    
(496)
  
Other
    
1 
    
2 
    
12 
  
Net cash used in financing activities
    
(22)
    
(319)
    
(309)
  
Net change in cash and cash equivalents
    
26 
    
(37)
    
(182)
  
Cash and cash equivalents at January 1
    
167 
    
204 
    
386 
  
Cash and cash equivalents at December 31
  
$
193 
  
$
167 
  
$
204 
  
                     
                     
 
(1) On January 15, 2009, PG&E Corporation paid a quarterly common stock dividend of $0.39 per share.  On April 15, July 15, and October 15, 2009, PG&E Corporation paid quarterly common stock dividends of $0.42 per share.
 
On January 15, 2008, PG&E Corporation paid a quarterly common stock dividend of $0.36 per share.  On April 15, July 15, and October 15, 2008, PG&E Corporation paid quarterly common stock dividends of $0.39 per share.  Of the total dividend payments made by PG&E Corporation in 2008, approximately $28 million was paid to Elm Power Corporation, a wholly owned subsidiary of PG&E Corporation.
 
On January 15, 2007, PG&E Corporation paid a quarterly common stock dividend of $0.33 per share.  On April 15, July 15, and October 15, 2007, PG&E Corporation paid quarterly common stock dividends of $0.36 per share.  Of the total dividend payments made by PG&E Corporation in 2007, approximately $35 million was paid to Elm Power Corporation, a wholly owned subsidiary of PG&E Corporation.
 




 
63
 
    

Pacific Gas and Electric Company

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2009, 2008, and 2007

         
Additions
              
Description
  
Balance at Beginning of Period
    
Charged to Costs and Expenses
    
Charged to Other Accounts
    
Deductions(2)
    
Balance at End of Period
  
(in millions)
                              
Valuation and qualifying accounts deducted from assets:
                              
2009:
                              
Allowance for uncollectible accounts(1)
   $ 76     $ 68     $ -     $ 76     $ 68  
2008:
                                        
Allowance for uncollectible accounts(1)
   $ 58     $ 68     $ 11     $ 61     $ 76  
2007:
                                        
Allowance for uncollectible accounts(1)
   $ 50     $ 20     $ -     $ 12     $ 58  
                                         
                                         
 
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable Customers, net.”
  
(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.
  


 
64
 
    

PG&E Corporation

SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2009, 2008, and 2007

         
Additions
              
Description
  
Balance at Beginning of Period
    
Charged to Costs and Expenses
    
Charged to Other Accounts
    
Deductions(3)
    
Balance at End of Period
  
(in millions)
                              
Valuation and qualifying accounts deducted from assets:
                              
2009:
                              
Allowance for uncollectible accounts(1)(2)
   $ 76     $ 68     $ -     $ 76     $ 68  
2008:
                                        
Allowance for uncollectible accounts(1)(2)
   $ 58     $ 68     $ 11     $ 61     $ 76  
2007:
                                        
Allowance for uncollectible accounts(1)(2)
   $ 50     $ 20     $ -     $ 12     $ 58  
                                         
 
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable Customers, net.”
  
(2) Allowance for uncollectible accounts does not include NEGT.
  
(3) Deductions consist principally of write-offs, net of collections of receivables previously written off.
  


 






 
65
 
    

EXHIBIT INDEX

Exhibit
Number
  
Exhibit Description
2.1
  
Order of the U.S. Bankruptcy Court for the Northern District of California dated December 22, 2003, Confirming Plan of Reorganization of Pacific Gas and Electric Company, including Plan of Reorganization, dated July 31, 2003 as modified by modifications dated November 6, 2003 and December 19, 2003 (Exhibit B to Confirmation Order and Exhibits B and C to the Plan of Reorganization omitted) (incorporated by reference to Pacific Gas and Electric Company's Registration Statement on Form S-3 No. 333-109994, Exhibit 2.1)
2.2
  
Order of the U.S. Bankruptcy Court for the Northern District of California dated February 27, 2004 Approving Technical Corrections to Plan of Reorganization of Pacific Gas and Electric Company and Supplementing Confirmation Order to Incorporate such Corrections (incorporated by reference to Pacific Gas and Electric Company's Registration Statement on Form S-3 No. 333-109994, Exhibit 2.2)
3.1
  
Restated Articles of Incorporation of PG&E Corporation effective as of May 29, 2002 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 (File No. 1-12609), Exhibit 3.1)
3.2
  
Certificate of Determination for PG&E Corporation Series A Preferred Stock filed December 22, 2000 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2000 (File No. 1-12609), Exhibit 3.2)
3.3
  
Bylaws of PG&E Corporation amended as of September 16, 2009 (incorporated by reference to PG&E Corporation’s Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009 (File No. 1-12609), Exhibit 3.1)
3.4
  
Restated Articles of Incorporation of Pacific Gas and Electric Company effective as of April 12, 2004 (incorporated by reference to Pacific Gas and Electric Company's Form 8-K filed April 12, 2004 (File No. 1-2348), Exhibit 3)
3.5
  
Bylaws of Pacific Gas and Electric Company amended as of February 17, 2010
4.1
  
Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, 2004, as supplemented by a First Supplemental Indenture, dated as of March 23, 2004, and a Second Supplemental Indenture, dated as of April 12, 2004, between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 4.1)
4.2
  
First Supplemental Indenture dated as of March 13, 2007 relating to the Utility’s issuance of $700,000,000 principal amount of 5.80% Senior Notes due March 1, 2037 (incorporated by reference from Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
4.3
  
Second Supplemental Indenture dated as of December 4, 2007 relating to the Utility’s issuance of $500,000,000 principal amount of 5.625% Senior Notes due November 30, 2017 (incorporated by reference from Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 14, 2007 (file No. 1-2348), Exhibit 4.1)
4.4
  
Third Supplemental Indenture dated as of March 3, 2008 relating to the Utility’s issuance of 5.625% Senior Notes due November 30, 2017 and 6.35% Senior Notes due February 15, 2038 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 3, 2008 (File No. 1-2348), Exhibit 4.1)
4.5
  
Fourth Supplemental Indenture dated as of October 21, 2008 relating to the Utility’s issuance of $600,000,000 aggregate principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated October 21, 2008 (File No. 1-2348), Exhibit 4.1)
4.6
 
  
Fifth Supplemental Indenture dated as of November 18, 2008 relating to the Utility’s issuance of $400,000,000 aggregate principal amount of its 6.25% Senior Notes due December 1, 2013 and $200 million principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated November 18, 2008 (File No. 1-2348), Exhibit 4.1)
4.7
  
Sixth Supplemental Indenture, dated as of March 6, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 6.25% Senior Notes due March 1, 2039 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated March 6, 2009 (File No. 1-2348), Exhibit 4.1)
4.8
  
Seventh Supplemental Indenture dated as of June 11, 2009 relating to the issuance of $500,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due June 10, 2010 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated June 11, 2009 (File No. 1-2348), Exhibit 4.1)
4.9
  
Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Current Report on Form 8-K dated November 18, 2009 (File No. 1-2348), Exhibit 4.1)
4.10
  
Indenture related to PG&E Corporation's 7.5% Convertible Subordinated Notes due June 2007, dated as of June 25, 2002, between PG&E Corporation and U.S. Bank, N.A., as Trustee (incorporated by reference to PG&E Corporation's Form 8-K filed June 26, 2002 (File No. 1-12609), Exhibit 99.1).
4.11
  
Supplemental Indenture amending PG&E Corporation's 7.5% Convertible Subordinated Notes due 2007 to PG&E Corporation's 9.50% Convertible Subordinated Notes due June 2010, dated as of October 18, 2002, between PG&E Corporation and U.S. Bank, N.A., as Trustee (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002 (File No. 1-12609), Exhibit 4.1)
4.12
  
Senior Note Indenture related to PG&E Corporation’s 5.75% Senior Notes due April 1, 2014, dated as of March 12, 2009, between PG&E Corporation and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to PG&E Corporation’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.1)
4.13
  
First Supplemental Indenture, dated as of March 12, 2009 relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 5.75% Senior Notes due April 1, 2014 (incorporated by reference to PG&E Corporation’s Current Report on Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.2)
10.1
  
Amended and Restated Unsecured Revolving Credit Agreement entered into among Pacific Gas and Electric Company, Citicorp North America, Inc., as administrative agent and a lender, JPMorgan Securities Inc., as syndication agent, Barclays Bank Plc and BNP Paribas, as documentation agents and lenders, Deutsche Bank Securities Inc., as documentation agent, and other lenders, dated February 26, 2007 (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 1-2348), Exhibit 10.2)
10.2
  
Amendment and Limited Consent Agreement, dated as of April 27, 2009, by which Lehman Brothers Bank, FSB has been removed as a lender under the Amended and Restated Unsecured Revolving Credit Agreement entered into among Pacific Gas and Electric Company, Citicorp North America, Inc., as administrative agent and a lender, JPMorgan Securities Inc., as syndication agent, Barclays Bank Plc and BNP Paribas, as documentation agents and lenders, Deutsche Bank Securities Inc., as documentation agent, and other lenders, dated February 26, 2007, filed as Exhibit 10.1 above (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 1-12609 and File No. 1-2348), Exhibit 10.2)
10.3
  
Amended and Restated Unsecured Revolving Credit Agreement entered into among PG&E Corporation, BNP Paribas, as administrative agent and a lender, Deutsche Bank Securities Inc., as syndication agent, ABN AMRO Bank, N.V., Bank of America, N.A., and Barclays Bank Plc, as documentation agents and lenders, and other lenders, dated February 26, 2007 (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 1-2348), Exhibit 10.1)
10.4
  
Amendment and Limited Consent Agreement, dated as of April 27, 2009, by which Lehman Brothers Bank, FSB has been removed as a lender under the Amended and Restated Unsecured Revolving Credit Agreement entered into among PG&E Corporation, BNP Paribas, as administrative agent and a lender, Deutsche Bank Securities Inc., as syndication agent, ABN AMRO Bank, N.V., Bank of America, N.A., and Barclays Bank Plc, as documentation agents and lenders, and other lenders, dated February 26, 2007, filed as Exhibit 10.3 above (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009 (File No. 1-12609 and File No. 1-2348), Exhibit 10.1)
10.5
  
Settlement Agreement among California Public Utilities Commission, Pacific Gas and Electric Company and PG&E Corporation, dated as of December 19, 2003, together with appendices (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Form 8-K filed December 22, 2003) (File No. 1-12609 and File No. 1-2348), Exhibit 99)
10.6
  
Transmission Control Agreement among the California Independent System Operator (CAISO) and the Participating Transmission Owners, including Pacific Gas and Electric Company, effective as of March 31, 1998, as amended (CAISO, FERC Electric Tariff No. 7) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.8)
10.7
  
Operating Agreement, as amended on November 12, 2004, effective as of December 22, 2004, between the State of California Department of Water Resources and Pacific Gas and Electric Company (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.9)
*10.8
  
PG&E Corporation Supplemental Retirement Savings Plan amended effective as of September 19, 2001, and frozen after December 31, 2004 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004) (File No. 1-12609), Exhibit 10.10)
*10.9
  
PG&E Corporation 2005 Supplemental Retirement Savings Plan effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009 and as further amended with respect to investment options effective as of July 13, 2009)
*10.10
  
Letter regarding Compensation Arrangement between PG&E Corporation and Peter A. Darbee effective July 1, 2003 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2003 (File No. 1-12609), Exhibit 10.4)
*10.11
  
Restricted Stock Award Agreement between PG&E Corporation and Peter A. Darbee dated January 3, 2007 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (File No. 1-12609 and File No. 12348), Exhibit 10.3)
*10.12
  
Amendment to January 3, 2007 Restricted Stock Agreement between PG&E Corporation and Peter A. Darbee, effective May 9, 2008 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 (File No. 1-12609), Exhibit 10.1)
*10.13
  
Amended and Restated Restricted Stock Unit Agreement between Peter A. Darbee and PG&E Corporation (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.11)
*10.14
  
Restricted Stock Unit Agreement between Peter A. Darbee and PG&E Corporation dated January 2, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.12)
*10.15
  
Letter regarding Compensation Arrangement between PG&E Corporation and Rand L. Rosenberg dated October 19, 2005 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2005) (File No. 1-12609), Exhibit 10.18)
*10.16
  
Letter regarding Compensation Arrangement between PG&E Corporation and Hyun Park dated October 10, 2006 (incorporated by reference to PG&E Corporation’s Annual Report on Form 10-K for the year ended December 31, 2006) (File No. 1-12609), Exhibit 10.18)
*10.17
  
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and John S. Keenan dated November 21, 2005 (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.21)
*10.18
  
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Barbara Barcon dated March 3, 2008 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.3)
*10.19
  
PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.24)
*10.20
  
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.26)
*10.21
  
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2010
*10.22
  
Amendment to PG&E Corporation Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.27)
*10.23
  
Amendment to Pacific Gas and Electric Company Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.28)
*10.24
  
Supplemental Executive Retirement Plan of PG&E Corporation as amended effective as of January 1, 2009 (amended to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.29)
*10.25
  
Pacific Gas and Electric Company Relocation Assistance Program for Officers (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.30)
*10.26
  
Postretirement Life Insurance Plan of the Pacific Gas and Electric Company (incorporated by reference to Pacific Gas and Electric Company's Annual Report on Form 10-K for fiscal year 1991 (File No. 1-2348), Exhibit 10.16)
*10.27
  
Amendment to Postretirement Life Insurance Plan of the Pacific Gas and Electric Company dated December 30, 2008 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.32)
*10.28
  
PG&E Corporation Non-Employee Director Stock Incentive Plan (a component of the PG&E Corporation Long-Term Incentive Program) as amended effective as of July 1, 2004 (reflecting amendments adopted by the PG&E Corporation Board of Directors on June 16, 2004 set forth in resolutions filed as Exhibit 10.3 to PG&E Corporation's and Pacific Gas and Electric Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.27)
*10.29
  
Resolution of the PG&E Corporation Board of Directors dated September 17, 2008, adopting director compensation arrangement effective January 1, 2009 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609 and File No. 12348), Exhibit 10.36)
*10.30
  
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 17, 2008, adopting director compensation arrangement effective January 1, 2009 (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609 and File No. 12348), Exhibit 10.37)
*10.31
  
PG&E Corporation 2006 Long-Term Incentive Plan, as amended through December 16,  2009
*10.32
  
PG&E Corporation Long-Term Incentive Program (including the PG&E Corporation Stock Option Plan and Performance Unit Plan), as amended May 16, 2001, (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit 10)
*10.33
  
Form of Restricted Stock Agreement for 2005 grants under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 6, 2005 (File No. 12609 and File No. 1-2348), Exhibit 99.3)
*10.34
  
Form of Restricted Stock Agreement for 2006 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 9, 2006, Exhibit 99.1)
*10.35
  
Form of Restricted Stock Agreement for 2007 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (reflecting amendments to the PG&E Corporation 2006 Long-Term Incentive Plan made on February 15, 2006) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.39)
*10.36
  
Form of Restricted Stock Agreement for 2008 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.5)
*10.37
 
  
Form of Amendment to Restricted Stock Agreements for grants made between January 2005 and March 2008 (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.45)
*10.38
  
Form of Restricted Stock Unit Agreement for 2009 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-12609), Exhibit 10.2)
*10.39
  
Form of Performance Share Agreement for 2009 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 (File No. 1-12609), Exhibit 10.3)
*10.40
  
Form of Non-Qualified Stock Option Agreement under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 6, 2005 (File No. 12609 and File No. 1-2348), Exhibit 99.1)
*10.41
  
Form of Performance Share Agreement for 2006 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Current Report on Form 8-K filed January 9, 2006, Exhibit 99.2)
*10.42
  
Form of Performance Share Agreement for 2007 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (reflecting amendments to the PG&E Corporation 2006 Long-Term Incentive Plan made on February 15, 2006) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.44)
*10.43
  
Form of Performance Share Agreement for 2008 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 2008 (File No. 1-12609), Exhibit 10.6)
*10.44
  
Form of Amended and Restated Performance Share Agreement for 2006 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.51)
*10.45
  
Form of Amended and Restated Performance Share Agreement for 2007 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.52)
*10.46
  
Form of Amended and Restated Performance Share Agreement for 2008 grants (amendments to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.53)
*10.47
  
PG&E Corporation Executive Stock Ownership Program Guidelines as amended effective February 17, 2009 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.54)
*10.48
  
PG&E Corporation Officer Severance Policy, as amended effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.48)
*10.49
  
PG&E Corporation Officer Severance Policy, as amended effective as of January 1, 2009 (amended to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.56)
*10.50
  
PG&E Corporation Golden Parachute Restriction Policy effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.49)
*10.51
  
Amendment to PG&E Corporation Golden Parachute Restriction Policy dated December 31, 2008 (amendment to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.58)
*10.52
  
PG&E Corporation Director Grantor Trust Agreement dated April 1, 1998 (incorporated by reference to PG&E Corporation's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit 10.1)
*10.53
  
PG&E Corporation Officer Grantor Trust Agreement dated April 1, 1998, as updated effective January 1, 2005 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.39)
*10.54
  
PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy effective as of February 17, 2009
*10.55
  
Resolution of the Board of Directors of PG&E Corporation regarding indemnification of officers and directors dated December 18, 1996 (incorporated by reference to PG&E Corporation's Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.40)
*10.56
  
Resolution of the Board of Directors of Pacific Gas and Electric Company regarding indemnification of officers and directors dated July 19, 1995 (incorporated by reference to Pacific Gas and Electric Company’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 1-2348), Exhibit 10.41)
12.1
  
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
12.2
 
  
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
12.3
  
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
13
  
The following portions of the 2009 Annual Report to Shareholders of PG&E Corporation and Pacific Gas and Electric Company are included: “Selected Financial Data,” “Management's Discussion and Analysis of Financial Condition and Results of Operations,” financial statements of PG&E Corporation entitled “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Equity,” financial statements of Pacific Gas and Electric Company entitled “Consolidated Statements of Income,” “Consolidated Balance Sheets,” “Consolidated Statements of Cash Flows,” and “Consolidated Statements of Shareholders' Equity,” “Notes to the Consolidated Financial Statements,” “Quarterly Consolidated Financial Data (Unaudited),” “Management's Report on Internal Control Over Financial Reporting,” and “Report of Independent Registered Public Accounting Firm.”
21
  
Subsidiaries of the Registrant
23
  
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
24.1
  
Resolutions of the Boards of Directors of PG&E Corporation and Pacific Gas and Electric Company authorizing the execution of the Form 10-K
24.2
  
Powers of Attorney
31.1
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
31.2
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
**32.1
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
**32.2
  
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
***101.INS
  
XBRL Instance Document
***101.SCH
  
XBRL Taxonomy Extension Schema Document
***101.CAL
  
XBRL Taxonomy Extension Calculation Linkbase Document
***101.LAB
  
XBRL Taxonomy Extension Labels Linkbase Document
***101.PRE
  
XBRL Taxonomy Extension Presentation Linkbase Document
***101.DEF
  
XBRL Taxonomy Extension Definition Linkbase Document
     
*           Management contract or compensatory agreement.
**
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.
***
Pursuant to Rule 406T of SEC Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under these sections.  These files are being submitted only by PG&E Corporation and not by its subsidiary, Pacific Gas and Electric Company.



 
 
 

EX-3.5 3 ex0305.htm BYLAWS OF PACIFIC GAS AND ELECTRIC COMPANY ex0305.htm
 
Exhibit 3.5               

Bylaws
of
Pacific Gas and Electric Company
amended as of February 17, 2010
 
 
Article I.
SHAREHOLDERS.


1.       Place of Meeting.  All meetings of the shareholders shall be held at the office of the Corporation in the City and County of San Francisco, State of California, or at such other place, within or without the State of California, as may be designated by the Board of Directors.
 
2.    Annual Meetings.  The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors.
 
Written notice of the annual meeting shall be given not less than ten (or, if sent by third-class mail, thirty) nor more than sixty days prior to the date of the meeting to each shareholder entitled to vote thereat.  The notice shall state the place, day, and hour of such meeting, and those matters which the Board, at the time of mailing, intends to present for action by the shareholders.
 
Notice of any meeting of the shareholders shall be given by mail or telegraphic or other written communication, postage prepaid, to each holder of record of the stock entitled to vote thereat, at his address, as it appears on the books of the Corporation.
 
At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the annual meeting.  To be properly brought before an annual meeting, business must be (i) specified in the notice of the annual meeting (or any supplement thereto) given by or at the direction of the Board, or (ii) otherwise properly brought before the annual meeting by a shareholder.  For business to be properly brought before an annual meeting by a shareholder, including the nomination of any person (other than a person nominated by or at the direction of the Board) for election to the Board, the shareholder must have given timely and proper written notice to the Corporate Secretary of the Corporation.  To be timely, the shareholder’s written notice must be received at the principal executive office of the Corporation not less than forty-five days before the date corresponding to the mailing date of the notice and proxy materials for the prior year’s annual meeting of shareholders; provided, however, that if the annual meeting to which the shareholder’s written notice relates is to be held on a date that differs by more than thirty days from the date of the last annual meeting of shareholders, the shareholder’s written notice to be timely must be so received not later than the close of business on the tenth day

 
 
 
 

following the date on which public disclosure of the date of the annual meeting is made or given to shareholders.  Any shareholder’s written notice that is delivered after the close of business (5:00 p.m. local time) will be considered received on the following business day.  To be proper, the shareholder’s written notice must set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address of the shareholder as they appear on the Corporation’s books, (c) the class and number of shares of the Corporation that are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business.  In addition, if the shareholder’s written notice relates to the nomination at the annual meeting of any person for election to the Board, such notice to be proper must also set forth (a) the name, age, business address, and residence address of each person to be so nominated, (b) the principal occupation or employment of each such person, (c) the number of shares of capital stock of the Corporation beneficially owned by each such person, and (d) such other information concerning each such person as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such person as a Director, and must be accompanied by a consent, signed by each such person, to serve as a Director of the Corporation if elected.  Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section.
 
3.       Special Meetings.  Special meetings of the shareholders shall be called by the Corporate Secretary or an Assistant Corporate Secretary at any time on order of the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, or the President.  Special meetings of the shareholders shall also be called by the Corporate Secretary or an Assistant Corporate Secretary upon the written request of holders of shares entitled to cast not less than ten percent of the votes at the meeting.  Such request shall state the purposes of the meeting, and shall be delivered to the Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, the President or the Corporate Secretary.
 
A special meeting so requested shall be held on the date requested, but not less than thirty-five nor more than sixty days after the date of the original request.  Written notice of each special meeting of shareholders, stating the place, day, and hour of such meeting and the business proposed to be transacted thereat, shall be given in the manner stipulated in Article I, Section 2, Paragraph 3 of these Bylaws within twenty days after receipt of the written request.
 
4.       Voting at Meetings.  At any meeting of the shareholders, each holder of record of stock shall be entitled to vote in person or by proxy.  The authority of proxies must be evidenced by a written document signed by the shareholder and must be delivered to the Corporate Secretary of the Corporation prior to the commencement of the meeting.

 
2
 

5.       No Cumulative Voting.  No shareholder of the Corporation shall be entitled to cumulate his or her voting power.
 
 
Article II.
DIRECTORS.
 
 
1.       Number.  The Board of Directors of this Corporation shall consist of such number of directors, not less than nine (9) nor more than seventeen (17).  The exact number of directors shall be twelve (12) until changed, within the limits specified above, by an amendment to this Bylaw duly adopted by the Board of Directors or the shareholders.
 
2.       Powers.  The Board of Directors shall exercise all the powers of the Corporation except those which are by law, or by the Articles of Incorporation of this Corporation, or by the Bylaws conferred upon or reserved to the shareholders.
 
3.       Committees.  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate and appoint one or more committees as the Board deems appropriate, each consisting of two or more directors, to serve at the pleasure of the Board; provided, however, that, as required by this Corporation’s Articles of Incorporation, the members of the Executive Committee (should the Board of Directors designate an Executive Committee) must be appointed by the affirmative vote of two-thirds of the authorized number of directors.  Any such committee, including the Executive Committee, shall have the authority to act in the manner and to the extent provided in the resolution of the Board of Directors designating such committee and may have all the authority of the Board of Directors, except with respect to the matters set forth in California Corporations Code Section 311.
 
4.       Time and Place of Directors' Meetings.  Regular meetings of the Board of Directors shall be held on such days and at such times and at such locations as shall be fixed by resolution of the Board, or designated by the Chairman of the Board or, in his absence, the Vice Chairman of the Board, the Chief Executive Officer, or the President of the Corporation and contained in the notice of any such meeting.  Notice of meetings shall be delivered personally or sent by mail or telegram at least seven days in advance.
 
5.       Special Meetings.  The Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, the President, or any five directors may call a special meeting of the Board of Directors at any time.  Notice of the time and place of special meetings shall be given to each Director by the Corporate Secretary.  Such notice shall be delivered personally or by telephone (or other system or technology designed to record and communicate messages, including facsimile, electronic mail, or other such means) to each Director at least four hours in advance of such meeting, or sent by first-class mail or telegram, postage prepaid, at least two days in advance of such meeting.

 
3
 

 
6.        Quorum.  A quorum for the transaction of business at any meeting of the Board of Directors or any committee thereof shall consist of one-third of the authorized number of directors or committee members, or two, whichever is larger.
 
7.       Action by Consent.  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
 
8.       Meetings by Conference Telephone.  Any meeting, regular or special, of the Board of Directors or of any committee of the Board of Directors, may be held by conference telephone or similar communication equipment, provided that all Directors participating in the meeting can hear one another.
 
9.       Majority Voting.  In any uncontested election, nominees receiving the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be elected.  In any election that is not an uncontested election, the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected by those shares, shall be elected; votes against a director and votes withheld shall have no legal effect.
 
For purposes of these Bylaws, “uncontested election” means an election of directors of the Corporation in which, at the expiration of the times fixed under Article I, Section 2 of these Bylaws requiring advance notification of director nominees, or for special meetings, at the time notice is given of the meeting at which the election is to occur, the number of nominees for election does not exceed the number of directors to be elected by the shareholders at that election.
 
If an incumbent director fails, in an uncontested election, to receive the vote required to be elected in accordance with this Article II, Section 9, then, unless the incumbent director has earlier resigned, the term of such incumbent director shall end on the date that is the earlier of (a) ninety (90) days after the date on which the voting results are determined pursuant to Section 707 of the California Corporations Code, or (b) the date on which the Board of Directors selects a person to fill the office held by that director in accordance with the procedures set forth in these Bylaws and Section 305 of the California Corporations Code.
 
10.     Certain Powers Reserved to the Shareholders.  So long as PG&E Corporation shall hold the majority of the outstanding shares of the Corporation, PG&E Corporation may require the written consent of the PG&E Corporation Chairman of the Board or the PG&E Corporation Chief Executive Officer to enter into and execute any transaction or type of transaction identified by the Board of Directors of PG&E Corporation as a “Designated Transaction.”  For purposes of this Section 10, a

 
4
 

Designated Transaction shall be any transaction or type of transaction identified in a duly adopted resolution of the Board of Directors of PG&E Corporation as requiring the written consent of the PG&E Corporation Chairman of the Board or the PG&E Corporation Chief Executive Officer pursuant to this Section 10.  Notwithstanding the foregoing, nothing in this Section 10 shall limit the power of the Corporation to enter into or execute any transaction or type of transaction prior to the receipt by the Corporate Secretary of the Corporation of the resolution designating such transaction or type of transaction as a Designated Transaction pursuant to this Section 10.
 
 
Article III.
OFFICERS.
 
          1.        Officers.  The officers of the Corporation shall be elected by the Board of Directors and include a President, a Corporate Secretary, a Treasurer or other such officers as required by law.  The Board of Directors also may elect one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and such other officers as may be appropriate, including the offices described below.  Any number of offices may be held by the same person.
 
2.       Chairman of the Board.  The Chairman of the Board shall be a member of the Board of Directors and preside at all meetings of the shareholders, of the Directors, and of the Executive Committee in the absence of the Chairman of that Committee.  The Chairman of the Board shall have such duties and responsibilities as may be prescribed by the Board of Directors or the Bylaws.  The Chairman of the Board shall have authority to sign on behalf of the Corporation agreements and instruments of every character, and in the absence or disability of the Chief Executive Officer, shall exercise the Chief Executive Officer’s duties and responsibilities.
 
3.       Vice Chairman of the Board.  The Vice Chairman of the Board shall be a member of the Board of Directors and have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, or the Bylaws.  In the absence of the Chairman of the Board, the Vice Chairman of the Board shall preside at all meetings of the Board of Directors and of the shareholders; and, in the absence of the Chairman of the Executive Committee and the Chairman of the Board, The Vice Chairman of the Board shall preside at all meetings of the Executive Committee.  The Vice Chairman of the Board shall have authority to sign on behalf of the Corporation agreements and instruments of every character.
 
4.       Chairman of the Executive Committee.  The Chairman of the Executive Committee shall be a member of the Board of Directors and preside at all meetings of the Executive Committee.  The Chairman of the Executive Committee shall aid and assist the other officers in the performance of their duties and shall have such other duties as may be prescribed by the Board of Directors or the Bylaws.

 
5
 

5.       Chief Executive Officer.  The Chief Executive Officer shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, or the Bylaws.  If there be no Chairman of the Board, the Chief Executive Officer shall also exercise the duties and responsibilities of that office.  The Chief Executive Officer shall have authority to sign on behalf of the Corporation agreements and instruments of every character.  In the absence or disability of the President, the Chief Executive Officer shall exercise the President’s duties and responsibilities.
 
6.       President.  The President shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the Bylaws.  If there be no Chief Executive Officer, the President shall also exercise the duties and responsibilities of that office.  The President shall have authority to sign on behalf of the Corporation agreements and instruments of every character.
 
7.       Vice Presidents.  Each Vice President shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.  Each Vice President’s authority to sign agreements and instruments on behalf of the Corporation shall be as prescribed by the Board of Directors.  The Board of Directors of this company, the Chairman of the Board of this company, the Vice Chairman of the Board of this company, or the Chief Executive Officer of PG&E Corporation may confer a special title upon any Vice President.
 
8.       Corporate Secretary.  The Corporate Secretary shall attend all meetings of the Board of Directors and the Executive Committee, and all meetings of the shareholders, and the Corporate Secretary shall record the minutes of all proceedings in books to be kept for that purpose.  The Corporate Secretary shall be responsible for maintaining a proper share register and stock transfer books for all classes of shares issued by the Corporation.  The Corporate Secretary shall give, or cause to be given, all notices required either by law or the Bylaws.  The Corporate Secretary shall keep the seal of the Corporation in safe custody, and shall affix the seal of the Corporation to any instrument requiring it and shall attest the same by the Corporate Secretary’s signature.
 
The Corporate Secretary shall have such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.
 
The Assistant Corporate Secretaries shall perform such duties as may be assigned from time to time by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Corporate Secretary.  In the absence or disability of the Corporate Secretary, the Corporate Secretary’s duties shall be performed by an Assistant Corporate Secretary.
 
9.       Treasurer.  The Treasurer shall have custody of all moneys and funds of the Corporation, and shall cause to be kept full and accurate records of receipts and disbursements of the Corporation.  The Treasurer shall deposit all moneys and other

 
6
 

valuables of the Corporation in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors or any employee of the Corporation designated by the Board of Directors.  The Treasurer shall disburse such funds of the Corporation as have been duly approved for disbursement.
 
The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.
 
The Assistant Treasurer shall perform such duties as may be assigned from time to time by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Treasurer.  In the absence or disability of the Treasurer, the Treasurer’s duties shall be performed by an Assistant Treasurer.
 
10.       General Counsel.  The General Counsel shall be responsible for handling on behalf of the Corporation all proceedings and matters of a legal nature.  The General Counsel shall render advice and legal counsel to the Board of Directors, officers, and employees of the Corporation, as necessary to the proper conduct of the business.  The General Counsel shall keep the management of the Corporation informed of all significant developments of a legal nature affecting the interests of the Corporation.
 
The General Counsel shall have such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.
 
11.       Controller.  The Controller shall be responsible for maintaining the accounting records of the Corporation and for preparing necessary financial reports and statements, and the Controller shall properly account for all moneys and obligations due the Corporation and all properties, assets, and liabilities of the Corporation.  The Controller shall render to the officers such periodic reports covering the result of operations of the Corporation as may be required by them or any one of them.
 
The Controller shall have such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.  The Controller shall be the principal accounting officer of the Corporation, unless another individual shall be so designated by the Board of Directors.
 
 
Article IV.
MISCELLANEOUS.
 
 
1.       Record Date.  The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any

 
7
 

meeting of shareholders, or entitled to receive any dividend or distribution, or allotment of rights, or to exercise rights in respect to any change, conversion, or exchange of shares.  The record date so fixed shall be not more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action for the purposes for which it is so fixed.  When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting, or entitled to receive any dividend or distribution, or allotment of rights, or to exercise the rights, as the case may be.
 
2.       Certificates; Direct Registration System.  Shares of the Corporation's stock may be certificated or uncertificated, as provided under California law.  Any certificates that are issued shall be signed in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President, or a Vice President and by the Chief Financial Officer, an Assistant Treasurer, the Corporate Secretary, or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, Transfer Agent, or Registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, Transfer Agent, or Registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, Transfer Agent, or Registrar at the date of issue.  Shares of the Corporation’s capital stock may also be evidenced by registration in the holder’s name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system approved by the Securities and Exchange Commission and by the American Stock Exchange or any securities exchange on which the stock of the Corporation may from time to time be traded.
 
Transfers of shares of stock of the Corporation shall be made by the Transfer Agent and Registrar on the books of the Corporation only after receipt of a request with proper evidence of succession, assignment, or authority to transfer by the record holder of such stock, or by an attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate.  Subject to the foregoing, the Board of Directors shall have power and authority to make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer, and registration of certificates for shares of stock of the Corporation, and to appoint and remove Transfer Agents and Registrars of transfers.
 
3.       Lost Certificates.  Any person claiming a certificate of stock to be lost, stolen, mislaid, or destroyed shall make an affidavit or affirmation of that fact and verify the same in such manner as the Board of Directors may require, and shall, if the Board of Directors so requires, give the Corporation, its Transfer Agents, Registrars, and/or other agents a bond of indemnity in form approved by counsel, and in amount and with such sureties as may be satisfactory to the Corporate Secretary of the Corporation, before a new certificate (or uncertificated shares in lieu of a new certificate) may be issued of the same tenor and for the same number of shares as the one alleged to have been lost, stolen, mislaid, or destroyed.

 
8
 

 
 
Article V.
AMENDMENTS.
 
 
1.       Amendment by Shareholders.  Except as otherwise provided by law, these Bylaws, or any of them, may be amended or repealed or new Bylaws adopted by the affirmative vote of a majority of the outstanding shares entitled to vote at any regular or special meeting of the shareholders.
 
2.       Amendment by Directors.  To the extent provided by law, these Bylaws, or any of them, may be amended or repealed or new Bylaws adopted by resolution adopted by a majority of the members of the Board of Directors; provided, however, that amendments to Article II, Sections 9 and 10 of these Bylaws, and any other Bylaw provision that implements a majority voting standard for director elections (excepting any amendments intended to conform those Bylaw provisions to changes in applicable laws) shall be amended by the shareholders of the Corporation as provided in Section 1 of this Article V.

 
9
 

EX-10.9 4 ex1009.htm PG&E CORPORATION 2005 SUPP. RETIREMENT SAVINGS PLAN ex1009.htm
 
Exhibit 10.9
 

PG&E CORPORATION
2005 SUPPLEMENTAL RETIREMENT SAVINGS PLAN


 
 
 

1.
Purpose of the Plan 
1
 
2.
Definitions 
1
 
3.
Employer Contributions 
3
 
4.
Eligible Employee Deferrals 
4
 
5.
Investment Funds 
5
 
6.
Accounting 
6
 
7.
Distributions 
6
 
8.
Distribution Due to Unforeseeable Emergency (Hardship Distribution) 
8
 
9.
Domestic Relations Orders 
9
 
10.
Vesting 
9
 
11.
Administration of the Plan 
9
 
12.
Funding 
10
 
13.
Modification or Termination of Plan 
10
 
14.
General Provisions 
10
 



 
 
 

PG&E CORPORATION
 
2005 SUPPLEMENTAL RETIREMENT SAVINGS PLAN
 

This is the controlling and definitive statement of the PG&E CORPORATION (“PG&E CORP”) 2005 Supplemental Retirement Savings Plan (the “Plan”).  The Plan was amended for compliance with the final Code Section 409A regulations effective as of January 1, 2009, and further amended effective July 13, 2009 with respect to available investment options.  Except as provided herein, the Plan is generally effective as of January 1, 2005, with respect to all individuals who are Eligible Employees as of such date.  The Plan continues the benefit program embodied in the PG&E Corporation Supplemental Retirement Savings Plan (the “Prior Plan”).  Benefits accrued under the Prior Plan continue to be payable under the Prior Plan pursuant to the terms and conditions of the Prior Plan.
 
1. Purpose of the Plan.  The Plan is established and is maintained for the benefit of a select group of management and highly compensated employees of PG&E CORP and its Participating Subsidiaries in order to provide such employees with certain deferred compensation benefits.  The Plan is an unfunded deferred compensation plan that is intended to qualify for the exemptions provided in Sections 201, 301, and 401 of ERISA.
 
2. Definitions.  The following words and phrases shall have the following meanings unless a different meaning is plainly required by the context:
 
(a) “Basic Employer Contributions” shall mean the amounts credited to Eligible Employees’ Accounts under the Plan by the Employers, in accordance with Section 3(c).
 
(b) “Board of Directors” shall mean the Board of Directors of PG&E CORP, as from time to time constituted.
 
(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.  Reference to a specific section of the Code shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.
 
(d) “Committee” shall mean the Nominating, Compensation and Governance Committee of the Board, as it may be constituted from time to time.
 
(e) “Eligible Employee” shall mean an Employee who:
 
(1) Is an officer of PG&E CORP or any Participating Subsidiary and who is in Officer Band 5 or above; or
 
(2) Is a key employee of PG&E CORP or any Participating Subsidiary and who is designated by the Plan Administrator as eligible to participate in the Plan.
 
(f) “Eligible Employee’s Account” or “Account” shall mean as to any Eligible Employee, the separate account maintained on the books of the Employer in accordance with Section 6(a) in order to reflect his or her interest under the Plan.  Accounts shall be centrally administered by the Plan Administrator or its designee.
 
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(g) “Employee” shall mean an individual who is treated in the records of an Employer as an employee of the Employer, who is not on an unpaid leave of absence, and/or who is not covered by a collective bargaining agreement; provided, however, such term shall not mean an individual who is a “leased employee” or who has entered into a written contract or agreement with an Employer which explicitly excludes such individual from participation in an Employer’s benefit plans.  The provisions of this definition shall govern, whether or not it is determined that an individual otherwise meets the definition of “common law” employee.
 
(h) “Employers” shall mean PG&E CORP and the Participating Subsidiaries designated by the Employee Benefit Committee of PG&E CORP.  An initial list of the Employers is contained in Appendix A to this Plan.
 
(i) “ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended.  Reference to a specific section of ERISA shall include such section, any valid regulation promulgated thereunder, and any comparable provision of any future legislation amending, supplementing, or superseding such section.
 
(j) “Investment Funds” shall mean the investment funds established by the Board of Directors and reflected from time to time on Appendix B.  The Investment Funds shall be used for tracking phantom investment results under the Plan.
 
(k) “Matching Employer Contributions” shall mean the amounts credited to Eligible Employees’ Accounts under the Plan by the Employers, in accordance with Section 3(b).
 
(l) “Participating Subsidiary” shall mean a United States-based subsidiary of PG&E CORP, which has been designated by the Employee Benefit Committee of PG&E CORP as a Participating Subsidiary under this Plan and which has agreed to make payments or reimbursements with respect to its Eligible Employees pursuant to Section 14(d).  At such times and under such conditions as the Committee may direct, one or more other subsidiaries of PG&E CORP may become Participating Subsidiaries or a Participating Subsidiary may be withdrawn from the Plan.  An initial list of the Participating Subsidiaries is contained in Appendix A to this Plan.
 
(m) “PG&E CORP” shall mean PG&E Corporation, a California corporation.
 
(n) “Plan” shall mean the PG&E Corporation 2005 Supplemental Retirement Savings Plan, as set forth in this instrument and as heretofore and hereafter amended from time to time.
 
(o) “Plan Year” shall mean the calendar year.
 
(p) “Prior Plan” shall mean the PG&E Corporation Supplemental Retirement Savings Plan.
 
(q)“Retirement” or “Retire” shall mean an Eligible Employee’s Separation from Service, provided that the Eligible Employee is at least 55 years of age and has been employed by an Employer for at least five years.
 

 
 
 
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(r) “RSP” shall mean, with respect to any Eligible Employee, the PG&E Corporation Retirement Savings Plan or any predecessor qualified retirement plan sponsored by PG&E CORP or any of its subsidiary companies.
 
(s)“Separation from Service” shall mean an Eligible Employee’s “separation from service” within the meaning of Code Section 409A(a)(2)(A)(i) and related Treasury Regulations and other guidance, as determined by the Plan Administrator in its discretion.
 
(t) “Valuation Date” shall mean:
 
(1) For purposes of valuing Plan assets and Eligible Employees’ Accounts for periodic reports and statements, the date as of which such reports or statements are made; and
 
(2) For purposes of determining the amount of assets actually distributed to the Eligible Employee, his or her beneficiary, or an Alternate Payee (or available for withdrawal), a date that shall not be more than seven business days prior to the date the check is issued to the Eligible Employee.
 
In any other case, the Valuation Date shall be the date designated by the Plan Administrator (in its discretion) or the date otherwise set forth in this Plan.  In all cases, the Plan Administrator (in its discretion) may change the Valuation Date, on a uniform and nondiscriminatory basis, as is necessary or appropriate.  Notwithstanding the foregoing, the Valuation Date shall occur at least annually.
 
3. Employer Contributions.
 
(a) Matching Employer Contributions.  Subject to the provisions of Section 13, the Eligible Employee’s Account shall be credited for each Plan Year with a Matching Employer Contribution, calculated in the manner provided in Sections 3(a)(1), (2), and (3) below:
 
(1) First, an amount shall be calculated equal to the maximum matching contribution that would be made under the terms of the RSP, taking into account for such Plan Year the amount of pre-tax deferrals and after-tax contributions the Eligible Employee elected under the RSP.  For purposes of this calculation, any amounts deferred under Subsection 4(a) of this Plan shall be treated as pre-tax deferrals under the RSP.
 
(2) The calculation made in accordance with this Section 3(a)(1) above shall be made without regard to any limitation on such amounts under the RSP resulting from the application of any of the limitations under Code Sections 401(m), 401(a)(17), or 415.
 
(3) The Employer Matching Contribution to be credited to the Account of an Eligible Employee for any Plan Year shall equal the amount calculated in accordance with Sections 3(a)(1) and (2) above, reduced by the amount of matching contribution made to such Eligible Employee’s account for such Plan Year under the RSP.
 
(b) Crediting of Matching Employer Contributions.  Matching Employer Contributions shall be calculated and credited to the Eligible Employee’s Account as of the first business day of February of the calendar year following the Plan Year and shall be credited only
 
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if the Eligible Employee is an Employee on the last day of Plan Year for which the amounts are credited.  All such amounts shall be invested in the SRSP Stable Value Fund.
 
(c) Basic Employer Contributions.  Subject to the provisions of Section 13, the Account of each Eligible Employee shall be credited for each Plan Year with a Basic Employer Contribution, calculated in the manner provided in Sections 3(c)(1), (2), and (3) below:
 
(1) First, an amount shall be calculated equal to the Basic Employer Contribution that would be made under the terms of the RSP, taking into account for such Plan Year the Eligible Employee’s Covered Compensation under the RSP, before any deductions for compensation deferrals elected by such Eligible Employee under Subsection 4(a) of this Plan.  For Eligible Employees as defined by Section 2(e)(1) of this Plan, compensation shall also reflect such Eligible Employee’s Short-Term Incentive Plan awards.
 
(2) The calculation made in accordance with this Section 3(c)(1) above shall be made without regard to any limitation on such amounts under the RSP resulting from the application of any of the limitations under Code Sections 401(a)(4), 401(a)(17), or 415.
 
(3) The Employer Contribution to be credited to the Account of an Eligible Employee for any Plan Year shall equal the amount calculated in accordance with Sections 3(c)(1) and (2) above, reduced by the amount of Basic Employer Contributions made to such Eligible Employee’s account for such Plan Year under the RSP.
 
(d) Crediting of Basic Employer Contributions.  The Employer Contribution attributable to an Eligible Employee’s Short Term Incentive Plan award shall be credited to an Eligible Employee’s Account as of the first business day of the month following the date on which the Short-Term Incentive Plan award is paid.  All other Employer Contributions made in respect of an Eligible Employee shall be credited to the Eligible Employee’s Account as of the first business day of February of the calendar year following the Plan Year and shall be credited only if the Eligible Employee is an Employee on the last day of the Plan Year for which the amounts are credited.  All such amounts shall be invested in the SRSP Stable Value Fund.
 
(e) FICA Taxes.  Each Eligible Employee shall be responsible for FICA taxes on amounts credited to his or her Account under Sections 3 and 4(d).
 
4. Eligible Employee Deferrals.
 
(a) Amount of Deferral.  An Eligible Employee may defer (i) 5 percent to 50 percent of his or her annual salary; and (ii) all or part of his or her Short Term Incentive Plan awards, Long-Term Incentive Plan (LTIP) awards (other than stock options), Perquisite Allowances, and any other special payments, awards, or bonuses as authorized by the Plan Administrator.
 
(b) Credits to Accounts.  Salary deferrals shall be credited to an Eligible Employee’s Account as of each payroll period.  All other deferrals attributable to allowances, awards, bonuses, and other payments shall be credited as of the date that they otherwise would have been paid.
 

 
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(c)Deferral Election.  An Eligible Employee must file an election form with the Plan Administrator which indicates the percentage of salary and the amount of any awards, allowances, payments, and bonuses to be deferred under the Plan.  The election shall occur no later than December 31 (or such earlier date established by the Plan Administrator) of the calendar year next preceding the service year (within the meaning of Treasury Regulation Section 1.409A-2(a)(3)).  Notwithstanding the foregoing, to the extent permitted under Treasury Regulation Section 1.409A-2(a)(7), upon first becoming an Eligible Employee, an election to defer shall be effective for compensation to be earned for services performed beginning in the month following the filing of a Deferral Election Form, provided said Form is filed within 30 days following the date when the employee first becomes an Eligible Employee.  Notwithstanding the foregoing, in the case of performance-based compensation (within the meaning of Treasury Regulation Section 1.409A-1(e)), the election may be made with respect to such performance-based compensation on or before the date that is six months before the end of the applicable performance period to the extent permitted under Treasury Regulation Section 1.409A-2(a)(8).  The Plan Administratory may, in its sole discretion, permit elections to made under other timing rules that comply with Code Section 409A.
 
(d) Deferral of Special Incentive Stock Ownership Premiums.  All of an Eligible Employee’s Special Incentive Stock Ownership Premiums are automatically deferred to the Plan immediately upon grant and converted into units in the PG&E CORP Phantom Stock Fund.  The units attributable to Special Incentive Stock Ownership Premiums and any additional units resulting from the conversion of dividend equivalents thereon remain unvested until the earlier of the third anniversary of the date on which the Special Incentive Stock Ownership Premiums are credited to an Eligible Employee’s account (provided the Eligible Employee continues to be employed on such date), death, disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code), or Retirement of the participant, or upon a Change in Control (as defined in the LTIP).  Unvested units attributable to Special Incentive Stock Ownership Premiums and any additional units resulting from the conversion of dividend equivalents thereon shall be forfeited upon termination of the Eligible Employee’s employment (unless otherwise provided in the PG&E Corporation Executive Stock Ownership Program or the PG&E Corporation Officer Severance Plan) or if an Eligible Employee’s stock ownership falls below the levels set forth in the Executive Stock Ownership Program.
 
5. Investment Funds.  Although no assets will be segregated or otherwise set aside with respect to an Eligible Employee’s Account, the amount that is ultimately payable to the Eligible Employee with respect to such Account shall be determined as if such Account had been invested in some or all of the Investment Funds.  The Plan Administrator, in its sole discretion, shall adopt (and modify from time to time) such rules and procedures as it deems necessary or appropriate to implement the deemed investment of the Eligible Employees’ Accounts.  Such procedures generally shall provide that an Eligible Employee’s Account shall be deemed to be invested among the available Investment Funds in the manner elected by the Eligible Employee in such percentages and manner as prescribed by the Plan Administrator.  In the event no election has been made by the Eligible Employee, such Account will be deemed to be invested in the SRSP Stable Value Fund.  Eligible Employees shall be able to reallocate their Accounts between the Investment Funds and reallocate amounts newly credited to their Accounts at such time and in such manner as the Plan Administrator shall prescribe.  Anything to the contrary herein notwithstanding, an Eligible Employee may not reallocate Account balances between
 
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Investment Funds if such reallocation would result in a non-exempt Discretionary Transaction as defined in Rule 16b-3 of the Securities Exchange Act of 1934, as amended, or any successor to Rule 16b-3, as in effect when the reallocation is requested.  The available Investment Funds shall be listed on Appendix B and may be changed from time to time by the Board of Directors.
 
6. Accounting.
 
(a) Eligible Employees’ Accounts.  At the direction of the Plan Administrator, there shall be established and maintained on the books of the Employer, a separate account for each Eligible Employee in order to reflect his or her interest under the Plan.
 
(b) Investment Earnings.  Each Eligible Employee’s Account shall initially reflect the value of his or her Account’s interest in each of the Investment Funds, deemed acquired with the amounts credited thereto.  Each Eligible Employee’s Account shall also be credited (or debited) with the net appreciation (or depreciation), earnings and gains (or losses) with respect to the investments deemed made by his or her Account.  Any such net earnings or gains deemed realized with respect to any investment of any Eligible Employee’s Account shall be deemed reinvested in additional amounts of the same investment and credited to the Eligible Employee’s Account.
 
(c) Accounting Methods.  The accounting methods or formulae to be used under the Plan for the purpose of maintaining the Eligible Employees’ Accounts shall be determined by the Plan Administrator.  The accounting methods or formulae selected by the Plan Administrator may be revised from time to time but shall conform to the extent practicable with the accounting methods used under the Applicable Plan.
 
(d) Valuations and Reports.  The fair market value of each Eligible Employee’s Account shall be determined as of each Valuation Date.  In making such determinations and in crediting net deemed earnings and gains (or losses) in the Investment Funds to the Eligible Employees’ Accounts, the Plan Administrator (in its discretion) may employ such accounting methods as the Plan Administrator (in its discretion) may deem appropriate in order to fairly reflect the fair market values of the Investment Funds and each Eligible Employee’s Account.  For this purpose, the Plan Administrator may rely upon information provided by the Plan Administrator or other persons believed by the Plan Administrator to be competent.
 
(e) Statements of Eligible Employee’s Accounts.  Each Eligible Employee shall be furnished with periodic statements of his or her interest in the Plan.
 
7. Distributions.
 
(a)Distribution of Account Balances.  Except to the extent the Eligible Employee has elected otherwise under this Section 7 at the time of deferral, distribution of the balance credited to an Eligible Employee’s Account shall be made in a single lump sum as soon as reasonably practicable (but in any event within 90 days) following the date that is seven (7) months following Separation from Service.
 
           In the case of an Alternate Payee (as defined in Section 9(a)), to the extent allowable under Code Section 409A, distribution shall be made as directed in a domestic relations order which the Plan Administrator determines is a QDRO (as defined in Section 9(a)), but only as to the portion of the Eligible Employee’s Account which the QDRO states is payable to the Alternate Payee.
 
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(b) “Specific Date” Distributions.  By filing an irrevocable election with the Plan Administrator, an Eligible Employee may at the time of deferral elect to receive distribution of the specific type of income deferral for that calendar year plus the earnings thereon (exclusive of Special Incentive Stock Ownership Premiums) in January of any future year instead of pursuant to Section 7(a).
 
(c) Change in Distribution Election.  An Eligible Employee may change a distribution election previously made pursuant to Section 7(b) (or in place by default pursuant to Section 7(a)) only with respect to the portion of the Eligible Employee’s Account attributable to Eligible Employee Deferrals (exclusive of Special Incentive Stock Ownership Premiums) and only in accordance with the rules under Code Section 409A.  Generally, a subsequent election pursuant to this Section 7(c):  (1) cannot take effect for twelve (12) months, (2) must occur at least twelve (12) months before the first scheduled payment under a payment at a specified date elected pursuant to Section 7(b), and (3) must defer a previously elected distribution at least five (5) additional years.  The Plan Administrator may establish additional rules or restrictions on changes in distribution elections.
 
(d) Death Distributions.  If an Eligible Employee dies before the balance of his or her Account has been distributed (whether or not the Eligible Employee had previously had a Separation from Service), the Eligible Employee’s Account shall be distributed to the beneficiary designated or otherwise determined in accordance with Section 7(g), as soon as practicable the date of death (but in any event within 90 days after the date of death).
 
(e) Special Incentive Stock Ownership Premiums.  Distributions attributable to Special Incentive Stock Ownership Premiums shall only be made in the form of one or more certificates for the number of vested Special Incentive Stock Ownership Premium units, rounded down to the nearest whole share, in accordance with the timing rule set forth in Section 7(a).
 
(f)  Effect of Change in Eligible Employee Status.  If an Eligible Employee ceases to be an Eligible Employee but does not experience a Separation from Service, the balance credited to his or her Account shall continue to be credited (or debited) with appreciation, depreciation, earnings, gains or losses under the terms of the Plan and shall be distributed to him or her at the time and in the manner set forth in this Section 7.
 
(g) Payments to Incompetents.  If any individual to whom a benefit is payable under the Plan is a minor or if the Plan Administrator determines that any individual to whom a benefit is payable under the Plan is incompetent to receive such payment or to give a valid release therefor, payment shall be made to the guardian, committee, or other representative of the estate of such individual which has been duly appointed by a court of competent jurisdiction.  If no guardian, committee, or other representative has been appointed, payment may be made to any person as custodian for such individual under the California Uniform Transfers to Minors Act (or similar law of another state) or may be made to or applied to or for the benefit of the minor or incompetent, the incompetent’s spouse, children or other dependents, the institution or persons
 
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maintaining the minor or incompetent, or any of them, in such proportions as the Plan Administrator from time to time shall determine; and the release of the person or institution receiving the payment shall be a valid and complete discharge of any liability of PG&E CORP with respect to any benefit so paid.
 
(h)  Beneficiary Designations.  Each Eligible Employee may designate, in a signed writing delivered to the Plan Administrator, on such form as it may prescribe, one or more beneficiaries to receive any distribution which may become payable under the Plan as the result of the Eligible Employee’s death.  An Eligible Employee may designate different beneficiaries at any time by delivering a new designation in like manner.  Any designation shall become effective only upon its receipt by the Plan Administrator, and the last effective designation received by the Plan Administrator shall supersede all prior designations.  If an Eligible Employee dies without having designated a beneficiary or if no beneficiary survives the Eligible Employee, the Eligible Employee’s Account shall be payable to the beneficiary or beneficiaries designated or otherwise determined under the RSP.
 
(i)  Undistributable Accounts.  Each Eligible Employee and (in the event of death) his or her beneficiary shall keep the Plan Administrator advised of his or her current address.  If the Plan Administrator is unable to locate the Eligible Employee or beneficiary to whom an Eligible Employee’s Account is payable under this Section 7, the Eligible Employee’s Account shall be frozen as of the date on which distribution would have been completed in accordance with this Section 7, and no further appreciation, depreciation, earnings, gains or losses shall be credited (or debited) thereto.  PG&E CORP shall have the right to assign or transfer the liability for payment of any undistributable Account to the Eligible Employee’s former Employer (or any successor thereto).
 
               (j)  Plan Administrator Discretion.  Within the specific time periods described in this Section 7, the Plan Administrator shall have sole discretion to determine the specific timing of the payment of any Account balance under the Plan.
 
8. Distribution Due to Unforeseeable Emergency (Hardship Distribution).  A participant may request a distribution due to an unforeseeable emergency (within the meaning of Code Section 409A) by submitting a written request to the Plan Administrator.  The Plan Administrator shall have the authority to require such evidence as it deems necessary to determine if a distribution is warranted.  If an application for a hardship distribution due to an unforeseeable emergency is approved, the distribution shall be payable in a lump sum within 30 days after approval of such distribution.  After receipt of a payment requested due to an unforeseeable emergency, a participant may not make additional deferrals during the remainder of the Plan Year in which the recipient received the payment.  The distribution due to an unforeseeable emergency shall not exceed the amount reasonably necessary to meet the emergency.  This Section 8 shall be administered in accordance with the requirements of Code Section 409A.
 
9. Domestic Relations Orders.
 
(a) Qualified Domestic Relations Orders.  The Plan Administrator shall establish written procedures for determining whether a domestic relations order purporting to dispose of
 
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any portion of an Eligible Employee’s Account is a qualified domestic relations order (within the meaning of Section 414(p) of the Code) (a “QDRO”).
 
(1) No Payment Unless a QDRO.  No payment shall be made to any person designated in a domestic relations order (an “Alternate Payee”) until the Plan Administrator (or a court of competent jurisdiction reversing an initial adverse determination by the Plan Administrator) determines that the order is a QDRO.  Payment shall be made to each Alternate Payee as specified in the QDRO.
 
(2) Time of Payment.  Payment may be made to an Alternate Payee in the form of a lump sum, at the time specified in the QDRO, but no earlier than the date the QDRO determination is made.
 
(3) Hold Procedures.  Notwithstanding any contrary Plan provision, prior to the receipt of a domestic relations order, the Plan Administrator may, in its sole discretion, place a hold upon all or a portion of an Eligible Employee’s Account for a reasonable period of time (as determined by the Plan Administrator in accordance with Code Section 409A) if the Plan Administrator receives notice that (a) a domestic relations order is being sought by the Eligible Employee, his or her spouse, former spouse, child or other dependent, and (b) the Eligible Employee’s Account is a source of the payment under such domestic relations order.  For purposes of this Section 9(a)(3), a “hold” means that no withdrawals, distributions, or investment transfers may be made with respect to an Eligible Employee’s Account.  If the Plan Administrator places a hold upon an Eligible Employee’s Account pursuant to this Section 9(a)(3), it shall inform the Eligible Employee of such fact.
 
10. Vesting.  Except as provided in Section 4(d), an Eligible Employee’s interest in his or her Account at all times shall be 100 percent vested and nonforfeitable.
 
11. Administration of the Plan.
 
(a) Plan Administrator.  The Employee Benefit Committee of PG&E CORP is hereby designated as the administrator of the Plan (within the meaning of Section 3(16)(A) of ERISA).  The Plan Administrator delegates to the Senior Human Resource Officer for PG&E CORP, or his or her designee, the authority to carry out all duties and responsibilities of the Plan Administrator under the Plan.  The Plan Administrator shall have the authority to control and manage the operation and administration of the Plan.
 
(b) Powers of Plan Administrator.  The Plan Administrator shall have all discretion and powers necessary to supervise the administration of the Plan and to control its operation in accordance with its terms, including, but not by way of limitation, the power to interpret the provisions of the Plan and to determine, in its sole discretion, any question arising under, or in connection with the administration or operation of, the Plan.
 
Decisions of Plan Administrator.  All decisions of the Plan Administrator and any action taken by it in respect of the Plan and within the powers granted to it under the Plan shall be conclusive and binding on all persons and shall be given the maximum deference permitted by law.
 
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12. Funding.  All amounts credited to an Eligible Employee’s Account under the Plan shall continue for all purposes to be a part of the general assets of PG&E CORP.  The interest of the Eligible Employee in his or her Account, including his or her right to distribution thereof, shall be an unsecured claim against the general assets of PG&E CORP.  While PG&E CORP may choose to invest a portion of its general assets in investments identical or similar to those selected by Eligible Employees for purposes of determining the amounts to be credited (or debited) to their Accounts, nothing contained in the Plan shall give any Eligible Employee or beneficiary any interest in or claim against any specific assets of PG&E CORP.
 
13. Modification or Termination of Plan.
 
(a) Employers’ Obligations Limited.  The Plan is voluntary on the part of the Employers, and the Employers do not guarantee to continue the Plan.  PG&E CORP at any time may, by appropriate amendment of the Plan, suspend Matching Employer Contributions and/or Basic Employer Contributions or may discontinue Matching Employer Contributions and/or Basic Employer Contributions, with or without cause.
 
(b) Right to Amend or Terminate.  The Board of Directors, acting through its Nominating and Compensation Committee, reserves the right to alter, amend, or terminate the Plan, or any part thereof, in such manner as it may determine, for any reason whatsoever.
 
(1) Limitations.  Any alteration, amendment, or termination shall take effect upon the date indicated in the document embodying such alteration, amendment, or termination, provided that no such alteration or amendment shall divest any portion of an Account that is then vested under the Plan.
 
(c)Effect of Termination.  If the Plan is terminated, the balances credited to the Accounts of the Eligible Employees affected by such termination shall be distributed to them at the time and in the manner set forth in Section 7; provided, however, that the Plan Administrator, in its sole discretion, may authorize accelerated distribution of Eligible Employees’ Accounts to the extent provided in Treasury Regulation Sections 1-409A-3(j)(4)(ix) (A) (relating to terminations in connection with certain corporate dissolutions), (B) (relating to terminations in connection with certain change of control events), and (C) (relating to general terminations).
 
14. General Provisions.
 
(a) Inalienability.  Except to the extent otherwise directed by a domestic relations order which the Plan Administrator determines is a QDRO (as defined in Section 9(a) or mandated by applicable law, in no event may either an Eligible Employee, a former Eligible Employee or his or her spouse, beneficiary or estate sell, transfer, anticipate, assign, hypothecate, or otherwise dispose of any right or interest under the Plan; and such rights and interests shall not at any time be subject to the claims of creditors nor be liable to attachment, execution, or other legal process.
 
(b) Rights and Duties.  Neither the Employers nor the Plan Administrator shall be subject to any liability or duty under the Plan except as expressly provided in the Plan, or for any action taken, omitted, or suffered in good faith.
 
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(c) No Enlargement of Employment Rights.  Neither the establishment or maintenance of the Plan, the making of any Matching Employer Contributions, nor any action of any Employer or Plan Administrator, shall be held or construed to confer upon any individual any right to be continued as an Employee nor, upon dismissal, any right or interest in any specific assets of the Employers other than as provided in the Plan.  Each Employer expressly reserves the right to discharge any Employee at any time, with or without cause or advance notice.
 
(d) Apportionment of Costs and Duties.  All acts required of the Employers under the Plan may be performed by PG&E CORP for itself and its Participating Subsidiaries, and the costs of the Plan may be equitably apportioned by the Plan Administrator among PG&E CORP and the other Employers.  Whenever an Employer is permitted or required under the terms of the Plan to do or perform any act, matter or thing, it shall be done and performed by any officer or employee of the Employer who is thereunto duly authorized by the board of directors of the Employer.  Each Participating Subsidiary shall be responsible for making benefit payments pursuant to the Plan on behalf of its Eligible Employees or for reimbursing PG&E CORP for the cost of such payments, as determined by PG&E CORP in its sole discretion.  In the event the respective Participating Subsidiary fails to make such payment or reimbursement, and PG&E CORP does not exercise its discretion to make the payment on such Participating Subsidiary’s behalf, participation in the Plan by the Eligible Employees of that Participating Subsidiary shall be suspended in a manner consistent with Code Section 409A.  If at some future date, the Participating Subsidiary makes all past-due payments and reimbursements, plus interest at a rate determined by PG&E CORP in its sole discretion, the suspended participation of its Eligible Employees eligible to participate in the Plan will be recognized in a manner consistent with Code Section 409A.  In the event the respective Participating Subsidiary fails to make such payment or reimbursement, an Eligible Employee’s (or other payee’s) sole recourse shall be against the respective Participating Subsidiary, and not against PG&E CORP.  An Eligible Employee’s participation in the Plan shall constitute agreement with this provision.
 
(e)Applicable Law.  The provisions of the Plan shall be construed, administered, and enforced in accordance with the laws of the State of California and, to the extent applicable, ERISA.  The Plan is intended to comply with the provisions of Code Section 409A.  However, PG&E CORP makes no representation that the benefits provided under the Plan will comply with Code Section 409A and makes no undertaking to prevent Code Section 409A from applying to the benefits provided under the Plan or to mitigate its effects on any deferrals or payments made under the Plan.
 
(f) Severability.  If any provision of the Plan is held invalid or unenforceable, its invalidity or unenforceability shall not affect any other provisions of the Plan, and the Plan shall be construed and enforced as if such provision had not been included.
 
(g) Captions.  The captions contained in and the table of contents prefixed to the Plan are inserted only as a matter of convenience and for reference and in no way define, limit, enlarge, or describe the scope or intent of the Plan nor in any way shall affect the construction of any provision of the Plan.
 


 
11
 

APPENDIX A
 
EMPLOYERS
 

(As of January 1, 2005)


    – PG&E Corporation
 
    – All Participating Subsidiaries
 

Participating Subsidiaries (as of January 1, 2005):
 

    – Pacific Gas and Electric Company
 
– All U.S. subsidiaries of the above-named corporations
   

 

 



 
 
 
 

APPENDIX B
 
INVESTMENT FUNDS
 

(as of July 13, 2009)


SRSP Target Date Funds are a suite of funds that provides investors with convenient, cost-effective exposure across major global asset classes within single investment options.  The suite consists of nine funds targeting a normal retirement age of 65.  These broadly diversified vehicles combine low-cost stock and bond strategies and automatic rebalancing with professional judgment regarding the appropriate risk level for a specific retirement date.  On an annual basis, the SRSP Target Date Funds incrementally reduce exposure to equities and increase exposure to fixed income assets as the target retirement date approaches.  This equity roll down continues for five years after the target retirement date, at which time a fixed income-oriented allocation of 65% is combined with 35% stocks that is maintained indefinitely within the RSP Target Retirement Income Fund.  A participant typically invests in one fund within the suite which fund reflects a target retirement date closest to the anticipated retirement date of the  participant.

PG&E Corporation Phantom  Stock Fund converts contributions and transferred amounts into units of phantom common stock valued at the closing price of a share of PG&E Corporation common stock on the contribution/transfer date.  If the transfer request is received after the market closes, the following day’s closing price will be used.  Thereafter, the value of a unit shall fluctuate depending on the price of PG&E Corporation common stock.  Each time a dividend is paid on common stock, an amount equal to such dividend shall be credited to the account as additional units.

SRSP Total US Stock Index Fund seeks to match  the returns of the Russell 3000 Index. The Russell 3000 Index represents the 3,000 largest stocks in the US market and accounts for approximately 97% of the US stock market’s capitalization.  The strategy of investing in the same stocks as the Russell 3000 Index provides reliable exposure to this asset class and results in lower expenses.

SRSP Large Company Stock Index Fund seeks to match the returns of the S&P 500 Index.  The Fund invests in all 500 stocks in the S&P 500 Index in proportion to their weightings in the Index.  The S&P 500 provides exposure to about 85% of the market value of all publicly traded common stocks in the United States.  The strategy of investing in the same stocks as the S&P 500 Index provides reliable exposure to this asset class and results in lower expenses.

SRSP Small Company Stock Index Fund seeks to match the returns of the Russell Small Cap Completeness Index.  The Fund invests in all of the stocks in the Russell Special Small Cap Completeness Index in proportion to their weightings in the Index.  The Russell Small Cap Completeness Index represent about 15% of the market value of all publicly traded common stocks in the United States.  The strategy of investing in the same stocks as the Russell Small Cap Completeness Index provides reliable exposure to this asset class and results in lower expenses.

SRSP World Stock Index Fund seeks to match the returns of the MSCI All Country World Index over the long term.  The MSCI All Country World Index invests in the US, Canada, Europe, Australasia and Far East countries and emerging markets.  The strategy of investing in a portfolio of stocks designed to track the MSCI All Country World Ex-US Index provides reliable exposure to this asset class and results in lower expenses.

SRSP International Stock Index Fund seeks to match the returns of the MSCI World ex-US Index.  The Fund invests in all of the stocks in the MSCI World ex-US Index in proportion to their weightings in the Index.  The MSCI World ex-US index provides exposure to Canada as well as developed market countries in Europe, Australasia, and the Far East.  The strategy of investing in the same stocks as the MSCI World ex-US provides reliable exposure to this asset class and results in lower expenses.

SRSP Emerging Markets Enhanced Index Fund seeks to provide a total investment return in excess of the performance of the MSCI Emerging Markets Index over the long term. The MSCI Emerging Markets Index invests in emerging market countries. The strategy attempts to identify and capitalize on inefficiencies in the emerging markets by employing a disciplined investment process that combines top-down country selection with bottom-up stock selection to determine an optimal country and security mix.  Portfolio construction is risk-controlled, with the goal of a well-diversified portfolio that has characteristics similar to the benchmark and superior performance potential.

SRSP Bond Index Fund seeks to match the returns of the Barclays Capital Aggregate Bond Index.  The Fund invests in a portfolio of government, corporate, mortgage-backed, and asset-backed fixed-income securities that is representative of the broad domestic bond market.  The Barclays Capital Aggregate Bond Index is an unmanaged, market-value weighted index of investment-grade, fixed-rate debt issues, including government, corporate, asset-backed, and mortgage-backed securities, with maturities of one year or more.    The strategy of investing in a portfolio of bonds designed to track the Barclays Capital Aggregate Bond Index provides reliable exposure to this asset class and results in lower expenses.

SRSP US Government Bond Index Fund seeks to match the returns of the Barclays Capital US Government Bond Index. The Fund invests in a well-diversified portfolio that is representative of the Barclays Capital US Government Bond Index, which consists of US Government and government agency securities (other than mortgage securities) with maturities of one year or more.  The strategy of investing in a portfolio of stocks designed to track the Barclays Capital US Government Index provides reliable exposure to this asset class and results in lower expenses.

AA Utility Bond Fund accrues interest on the amount invested in this fund.  The interest rate is equal to the AA Utility Bond Yield reported by Moody’s Investor Services.

SRSP Stable Value Fund seeks to provide safety of principal and liquidity while providing a relatively stable rate of return. The Fund invests in a diversified portfolio of high credit quality fixed income instruments. These investments are wrapped by investment contracts issued by insurance companies, banks and other financial institutions that provide protection for differences between book and market values. The creditworthiness of the wrapped fixed income investments is primarily derived from the credit quality of the underlying securities and not the wrap contract issuers. The Fund’s return is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency.
 


 
 
 
 




EX-10.21 5 ex1021.htm DESCRIPTION OF SHORT-TERM INCENTIVE PLAN FOR OFFICERS ex1021.htm
Exhibit 10.21

2010 OFFICER SHORT-TERM INCENTIVE PLAN

On February 16, 2010, the Compensation Committee of the PG&E Corporation Board of Directors (“Committee”) approved the specific performance targets for each component of the 2010 Short-Term Incentive Plan (“STIP”).  The Committee previously approved the STIP structure and the weighting of each component in December 2009.  Officers of PG&E Corporation and the Utility are eligible to receive cash incentives under the STIP based on the extent to which the adopted 2010 performance targets are met.  The Committee will continue to retain full discretion as to the determination of final officer STIP payments.

The corporate financial performance target, with a weighting of 50%, is based on PG&E Corporation’s budgeted earnings from operations that were previously approved by the Board of Directors, consistent with the basis for reporting and guidance to the financial community.  As with previous earnings performance scales, unbudgeted items impacting comparability such as changes in accounting methods, workforce restructuring, and one-time occurrences will be excluded.

The Committee also approved the 2010 performance targets for each of the five other measures set forth in the table below.  The 2009 performance results for each of these measures are included for comparative purposes.

2010 STIP Operational Performance Targets(1)

Measure
  
Relative Weight
  
2009 Results
  
2010 Target
Customer Satisfaction and Brand Health Index (Residential & Business)(2)
  
15.0%
  
76.8
  
77.7
Reliable Energy Delivery Index(3)
  
15.0%
  
1.775
  
1.00
Employee Survey (Premier) Index(4)
  
5%
  
66.70%
  
68.70%
Occupational Safety and Health Administration (OSHA) Recordable Injury Rate and Motor Vehicle Incident (MVI) Rate(5)
  
10%
  
2.382
  
1.0
Environmental Leadership(6)
  
5%
  
N/A
  
1.0

1.
As explained above, 50% of the STIP award will be based on achievement of corporate earnings from operations targets.
 
2.
The Customer Satisfaction and Brand Health Index is the result of a quarterly survey performed by an independent research firm, TNS Custom Research, and is a combination of a customer satisfaction score, which has a 75% weighting, as well as a brand favorability score (measuring the relative strength of the PG&E brand against a select group of companies), which has a 25% weighting.  The customer satisfaction score will measure overall satisfaction with the Utility’s operational performance in delivering its services.  The brand favorability score will measure residential, small business and medium business customer perceptions.
 
3.
The Reliable Energy Delivery Index is a composite index score that measures leading indicators of electric and gas reliability performance, including electric outage frequency and duration (System Average Interruption Frequency Index (SAIFI), Customer Average Interruption Duration Index (CAIDI)) and performance improvement in the resurvey of the Utility’s gas system.
 
4.
The Premier Survey is the primary tool used to measure employee engagement at PG&E Corporation and the Utility.  The average overall employee survey index score provides a comprehensive metric that is derived by adding the percent of favorable responses from all 40 core survey items and then dividing the total sum by 40.
 
 
 
 
 
5.
The Safety Index includes (1) Occupational Safety and Health Administration (OSHA) Recordable Rate, and (2) Motor Vehicle Incident (MVI) Rate.  An “OSHA Recordable”, with a 75% weighting, is an occupational (job-related) injury or illness that requires medical treatment beyond first aid, or results in work restrictions, death or loss of consciousness. The “OSHA Recordable Rate” is the number of OSHA Recordables for every 200,000 hours worked, or for approximately 100 employees.  This metric measures the percentage reduction in the PG&E Corporation’s and the Utility’s OSHA Recordable rate from the prior year and is used to monitor the effectiveness of the companies’ safety programs, which are intended to significantly reduce the number and degree of employee injuries and illnesses.  The MVI Rate, with a 25% weighting, is defined as the number of chargeable motor vehicle incidents per 1 million miles driven.  A chargeable incident is one where the Company driver could have prevented an incident, but failed to take reasonable steps to do so.  For 2010, subject to the Committee’s discretion, if there is an employee fatality that results from an accident while such employee is acting in the course and scope of his or her employment, the maximum 2010 STIP rating for the Safety performance measure shall be 1.0.  The 2009 result of 2.382 is for the OSHA Recordable Rate only.  The MVI Rate is new for 2010.
 

 6.
Environmental compliance is measured by the (1) Notice of Violation (NOV) Rate, and (2) the Utility’s operational footprint in reducing energy and water usage, and increasing solid waste diversion.  Agency NOV rate is defined as the rate of NOVs per 100 agency inspections.   Energy reduction is measured by the percent reduction in millions of British Thermal Units for a subset of Utility facilities. Water use reduction is measured by the percentage reduction in water consumption, in gallons, for a subset of Utility facilities. Solid waste diversion is measured by the percent reduction in solid waste disposal at a subset of Utility facilities. Solid waste includes non-hazardous waste, such as glass, paper, and certain metals. The focus of this measure is to divert solid waste from landfills, primarily through increased recycling efforts.

 
Cash awards under the STIP may range from 40 percent to 100 percent of base salary depending on officer level, with a maximum payout of 200 percent of the officer’s targeted award, as determined by the Committee.


 
 
 

EX-10.31 6 ex1031.htm PG&E CORPORATION 2006 LONG-TERM INCENTIVE PLAN ex1031.htm
 
Exhibit 10.31   

PG&E Corporation

2006 Long-Term Incentive Plan



TABLE OF CONTENTS
Page  
1.
Establishment, Purpose and Term of Plan 
1
 
 
1.1
Establishment 
1
 
1.2
Purpose 
1
 
1.3
Term of Plan 
1
 
 
2.
Definitions and Construction 
1
 
 
2.1
Definitions 
1
 
2.2
Construction 
7
 
 
3.
Administration 
7
 
 
3.1
Administration by the Committee 
7
 
3.2
Authority of Officers 
8
 
3.3
Administration with Respect to Insiders 
8
 
3.4
Committee Complying with Section 162(m) 
8
 
3.5
Powers of the Committee 
8
 
3.6
Option or SAR Repricing 
9
 
3.7
Indemnification 
10
 
 
4.
Shares Subject to Plan 
10
 
 
4.1
Maximum Number of Shares Issuable 
10
 
4.2
Adjustments for Changes in Capital Structure 
10
 
 
5.
Eligibility and Award Limitations 
11
 
 
5.1
Persons Eligible for Awards 
11
 
5.2
Participation 
11
 
5.3
Incentive Stock Option Limitations 
11
 
5.4
Award Limits 
12
 
 
6.
Terms and Conditions of Options 
13
 
 
6.1
Exercise Price 
13
 
6.2
Exercisability and Term of Options 
13
 
6.3
Payment of Exercise Price 
14
 
6.4
Effect of Termination of Service 
14
 
6.5
Transferability of Options 
15
 
i
 
7.
Terms and Conditions of Nonemployee Director Awards 
15
 
 
7.1
Automatic Grant of Restricted Stock 
15
 
7.2
Annual Election to Receive Nonstatutory Stock Option and Restricted Stock Units 
15
 
7.3
Grant of Nonstatutory Stock Option 
16
 
7.4
Grant of Restricted Stock Unit 
16
 
7.5
Effect of Termination of Service as a Nonemployee Director 
18
 
7.6
Effect of Change in Control on Nonemployee Director Awards 
19
 
7.7
Right to Decline Nonemployee Director Awards 
19
 
8.
Terms and Conditions of Stock Appreciation Rights 
19
 
 
8.1
Types of SARs Authorized 
20
 
8.2
Exercise Price 
20
 
8.3
Exercisability and Term of SARs 
20
 
8.4
Deemed Exercise of SARs 
20
 
8.5
Effect of Termination of Service 
20
 
8.6
Nontransferability of SARs 
20
 
9.
Terms and Conditions of Restricted Stock Awards 
21
 
 
9.1
Types of Restricted Stock Awards Authorized 
21
 
9.2
Purchase Price 
21
 
9.3
Purchase Period 
21
 
9.4
Vesting and Restrictions on Transfer 
21
 
9.5
Voting Rights, Dividends and Distributions 
21
 
9.6
Effect of Termination of Service 
22
 
9.7
Nontransferability of Restricted Stock Award Rights 
22
 
10.
Terms and Conditions of Performance Awards 
22
 
 
10.1
Types of Performance Awards Authorized 
22
 
10.2
Initial Value of Performance Shares and Performance Units 
22
 
10.3
Establishment of Performance Period, Performance Goals and Performance Award Formula 
23
 
10.4
Measurement of Performance Goals 
23
 
10.5
Settlement of Performance Awards 
24
 
10.6
Voting Rights, Dividend Equivalent Rights and Distributions 
24
 
10.7
Effect of Termination of Service 
25
 
10.8
Nontransferability of Performance Awards 
25
 
11.
Terms and Conditions of Restricted Stock Unit Awards 
26
 
 
11.1
Grant of Restricted Stock Unit Awards 
26
 
11.2
Vesting 
26
 
11.3
Voting Rights, Dividend Equivalent Rights and Distributions 
26
 
11.4
Effect of Termination of Service 
27
 
11.5
Settlement of Restricted Stock Unit Awards 
27
 
11.6
Nontransferability of Restricted Stock Unit Awards 
27
 
ii
 
12.
Deferred Compensation Awards 
27
 
 
12.1
Establishment of Deferred Compensation Award Programs 
27
 
12.2
Terms and Conditions of Deferred Compensation Awards 
28
 
 
13.
Other Stock-Based Awards 
29
 
14.
Change in Control 
29
 
 
14.1
Effect of Change in Control on Options and SARs 
29
 
14.2
Effect of Change in Control on Restricted Stock and Other Awards 
29
 
14.3
Nonemployee Director Awards 
29
 
 
15.
Compliance with Securities Law 
30
 
16.
Tax Withholding 
30
 
 
16.1
Tax Withholding in General 
30
 
16.2
Withholding in Shares 
30
 
 
17.
Amendment or Termination of Plan 
30
 
18.
Miscellaneous Provisions 
31
 
 
18.1
Repurchase Rights 
31
 
18.2
Provision of Information 
31
 
18.3
Rights as Employee, Consultant or Director 
31
 
18.4
Rights as a Shareholder 
31
 
18.5
Fractional Shares 
31
 
18.6
Severability 
31
 
18.7
Beneficiary Designation 
32
 
18.8
Unfunded Obligation 
32
 
18.9
Choice of Law 
32
 
18.10
Section 409A of the Code 
32




 
iii
 



PG&E Corporation
2006 Long-Term Incentive Plan
(As adopted effective January 1, 2006, and
as amended effective on February 15, 2006, December 20, 2006, October 17, 2007, September 17, 2008, January 1, 2009, February 18, 2009, and December 16, 2009)

1. Establishment, Purpose and Term of Plan.
 
1.1 Establishment.  The PG&E Corporation 2006 Long-Term Incentive Plan (the “Plan”) is hereby established effective as of January 1, 2006 (the “Effective Date”), provided it has been approved by the shareholders of the Company.
 
1.2 Purpose.  The purpose of the Plan is to advance the interests of the Participating Company Group and its shareholders by providing an incentive to attract and retain the best qualified personnel to perform services for the Participating Company Group, by motivating such persons to contribute to the growth and profitability of the Participating Company Group, by aligning their interests with interests of the Company’s shareholders, and by rewarding such persons for their services by tying a significant portion of their total compensation package to the success of the Company.  The Plan seeks to achieve this purpose by providing for Awards in the form of Options, Stock Appreciation Rights, Restricted Stock Awards, Performance Shares, Performance Units, Restricted Stock Units, Deferred Compensation Awards and other Stock-Based Awards as described below.
 
1.3 Term of Plan.  The Plan shall continue in effect until the earlier of its termination by the Board or the date on which all of the shares of Stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing Awards granted under the Plan have lapsed.  However, all Awards shall be granted, if at all, within ten (10) years from the Effective Date.  Moreover, Incentive Stock Options shall not be granted later than ten (10) years from the date of shareholder approval of the Plan.
 
2. Definitions and Construction.
 
2.1 Definitions. Whenever used herein, the following terms shall have their respective meanings set forth below:
 
(a) “Affiliate” means (i) an entity, other than a Parent Corporation, that directly, or indirectly through one or more intermediary entities, controls the Company or (ii) an entity, other than a Subsidiary Corporation, that is controlled by the Company directly, or indirectly through one or more intermediary entities.  For this purpose, the term “control” (including the term “controlled by”) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the relevant entity, whether through the ownership of voting securities, by contract or otherwise; or shall have such other meaning assigned such term for the purposes of registration on Form S-8 under the Securities Act.
 
1
(b) “Award” means any Option, SAR, Restricted Stock Award, Performance Share, Performance Unit, Restricted Stock Unit or Deferred Compensation Award or other Stock-Based Award granted under the Plan.
 
(c) “Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions and restrictions of the Award granted to the Participant.
 
(d) “Board” means the Board of Directors of the Company.
 
(e) “Change in Control” means, unless otherwise defined by the Participant’s Award Agreement or contract of employment or service, the occurrence of any of the following:
 
(i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any benefit plan for Employees or any trustee, agent or other fiduciary for any such plan acting in such person’s capacity as such fiduciary), directly or indirectly, becomes the “beneficial owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), of stock of the Company representing twenty percent (20%) or more of the combined voting power of the Company’s then outstanding voting stock; or
 
(ii) during any two consecutive years, individuals who at the beginning of such period constitute the Board cease for  any reason to constitute at least a majority of the Board, unless the election, or the nomination for election by the shareholders of the Company, of each new Director was approved by a vote of at least two-thirds (2/3) of the Directors then still in office who were Directors at the beginning of the period; or
 
(iii) the consummation of any consolidation or merger of the Company other than a merger or consolidation which would result in the voting stock of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting stock of the surviving entity or any parent of such surviving entity) at least seventy percent (70%) of the Combined Voting Power of the Company, such surviving entity or the parent of such surviving entity outstanding immediately after the merger or consolidation; or
 
(iv) the approval of the Shareholders of the Company of any (1) sale, lease, exchange or other transfer (in one or a series of related transactions) of all or substantially all of the assets of the Company, or (2) any plan or proposal for the liquidation or dissolution of the Company.
 
For purposes of paragraph (iii), the term “Combined Voting Power” shall mean the combined voting power of the Company’s or other relevant entity’s then outstanding voting stock.
 
(f) “Code” means the Internal Revenue Code of 1986, as amended, and any applicable regulations promulgated thereunder.
 
(g) “Committee” means the Compensation Committee or other committee of the Board duly appointed to administer the Plan and having such powers as shall be specified by
 

 
2
 

the Board.  If no committee of the Board has been appointed to administer the Plan, the Board shall exercise all of the powers of the Committee granted herein, and, in any event, the Board may in its discretion exercise any or all of such powers.
 
(h) “Company” means PG&E Corporation, a California corporation, or any successor corporation thereto.
 
(i) “Consultant” means a person engaged to provide consulting or advisory services (other than as an Employee or a member of the Board) to a Participating Company, provided that the identity of such person, the nature of such services or the entity to which such services are provided would not preclude the Company from offering or selling securities to such person pursuant to the Plan in reliance on registration on a Form S-8 Registration Statement under the Securities Act.
 
(j)“Deferred Compensation Award” means an award of Stock Units granted to a Participant pursuant to Section 12 of the Plan.
 
(k) “Director” means a member of the Board.
 
(l) “Disability” means the permanent and total disability of the Participant, within the meaning of Section 22(e)(3) of the Code, except as otherwise set forth in the Plan or an Award Agreement.
 
(m) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one share of Stock for each share of Stock represented by an Award held by such Participant.
 
(n) “Employee” means any person treated as an employee (including an Officer or a member of the Board who is also treated as an employee) in the records of a Participating Company and, with respect to any Incentive Stock Option granted to such person, who is an employee for purposes of Section 422 of the Code; provided, however, that neither service as a member of the Board nor payment of a director’s fee shall be sufficient to constitute employment for purposes of the Plan.  The Company shall determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be.  For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company shall be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.
 
(o) “Exchange Act” means the Securities Exchange Act of 1934, as amended.
 
(p) “Fair Market Value” means, as of any date, the value of a share of Stock or other property as determined by the Committee, in its discretion, or by the Company, in its discretion, if such determination is expressly allocated to the Company herein, subject to the following:
 

 
3
 

(i) Except as otherwise determined by the Committee, if, on such date, the Stock is listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be the closing price of a share of Stock as quoted on the New York Stock Exchange or such other national or regional securities exchange or market system constituting the primary market for the Stock, as reported in The Wall Street Journal or such other source as the Company deems reliable.  If the relevant date does not fall on a day on which the Stock has traded on such securities exchange or market system, the date on which the Fair Market Value shall be established shall be the last day on which the Stock was so traded prior to the relevant date, or such other appropriate day as shall be determined by the Committee, in its discretion.
 
(ii) Notwithstanding the foregoing, the Committee may, in its discretion, determine the Fair Market Value on the basis of the opening, closing, high, low or average sale price of a share of Stock or the actual sale price of a share of Stock received by a Participant, on such date, the preceding trading day, the next succeeding trading day or an average determined over a period of trading days.  The Committee may vary its method of determination of the Fair Market Value as provided in this Section for different purposes under the Plan.
 
(iii) If, on such date, the Stock is not listed on a national or regional securities exchange or market system, the Fair Market Value of a share of Stock shall be as determined by the Committee in good faith without regard to any restriction other than a restriction which, by its terms, will never lapse.
 
(q) “Incentive Stock Option” means an Option intended to be (as set forth in the Award Agreement) and which qualifies as an incentive stock option within the meaning of Section 422(b) of the Code.
 
(r) “Insider” means an Officer, a Director or any other person whose transactions in Stock are subject to Section 16 of the Exchange Act.
 
(s) “Mandatory Retirement” means retirement as a Director at age 70 or at such other age as may be specified in the retirement policy for the Board in effect at the time of a Nonemployee Director’s termination of Service as a Director.
 
(t) “Net-Exercise” means a procedure by which the Participant will be issued a number of shares of Stock determined in accordance with the following formula:
 
X = Y(A-B)/A, where
X = the number of shares of Stock to be issued to the Participant upon exercise of the Option;
Y = the total number of shares with respect to which the Participant has elected to exercise the Option;
A = the Fair Market Value of one (1) share of Stock;
B = the exercise price per share (as defined in the Participant’s Award Agreement).

 
4
 


(u) “Nonemployee Director” means a Director who is not an Employee.
 
(v)“Nonemployee Director Award” means an Award granted to a Nonemployee Director pursuant to Section 7 of the Plan.
 
(w)“Nonstatutory Stock Option” means an Option not intended to be (as set forth in the Award Agreement) an incentive stock option within the meaning of Section 422(b) of the Code.
 
(x)“Officer” means any person designated by the Board as an officer of the Company.
 
(y) “Option” means the right to purchase Stock at a stated price for a specified period of time granted to a Participant pursuant to Section 6 or Section 7 of the Plan.  An Option may be either an Incentive Stock Option or a Nonstatutory Stock Option.
 
(z)“Option Expiration Date” means the date of expiration of the Option’s term as set forth in the Award Agreement.
 
(aa)“Parent Corporation” means any present or future “parent corporation” of the Company, as defined in Section 424(e) of the Code.
 
(bb)“Participant” means any eligible person who has been granted one or more Awards.
 
(cc)“Participating Company” means the Company or any Parent Corporation, Subsidiary Corporation or Affiliate.
 
(dd)“Participating Company Group” means, at any point in time, all entities collectively which are then Participating Companies.
 
(ee)“Performance Award” means an Award of Performance Shares or Performance Units.
 
(ff)“Performance Award Formula” means, for any Performance Award, a formula or table established by the Committee pursuant to Section 10.3 of the Plan which provides the basis for computing the value of a Performance Award at one or more threshold levels of attainment of the applicable Performance Goal(s) measured as of the end of the applicable Performance Period.
 
(gg)“Performance Goal” means a performance goal established by the Committee pursuant to Section 10.3 of the Plan.
 
(hh)“Performance Period” means a period established by the Committee pursuant to Section 10.3 of the Plan at the end of which one or more Performance Goals are to be measured.
 

 
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(ii) “Performance Share” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Share, as determined by the Committee, based on performance.
 
(jj) “Performance Unit” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 10 of the Plan to receive a payment equal to the value of a Performance Unit, as determined by the Committee, based upon performance.
 
(kk) “Restricted Stock Award” means an Award of Restricted Stock.
 
(ll) “Restricted Stock Unit” or “Stock Unit” means a bookkeeping entry representing a right granted to a Participant pursuant to Section 11 or Section 12 of the Plan, respectively, to receive a share of Stock on a date determined in accordance with the provisions of Section 11 or Section 12, as applicable, and the Participant’s Award Agreement.
 
(mm) “Restriction Period” means the period established in accordance with Section 9.4 of the Plan during which shares subject to a Restricted Stock Award are subject to Vesting Conditions.
 
(nn) “Retirement” means termination as an Employee of a Participating Company at age 55 or older, provided that the Participant was an Employee for at least five consecutive years prior to the date of such termination.
 
(oo) “Rule 16b-3” means Rule 16b-3 under the Exchange Act, as amended from time to time, or any successor rule or regulation.
 
(pp) “SAR” or “Stock Appreciation Right” means a bookkeeping entry representing, for each share of Stock subject to such SAR, a right granted to a Participant pursuant to Section 8 of the Plan to receive payment in any combination of shares of Stock or cash of an amount equal to the excess, if any, of the Fair Market Value of a share of Stock on the date of exercise of the SAR over the exercise price.
 
(qq) “Section 162(m)” means Section 162(m) of the Code.
 
(rr) “Section 409A Change in Control” means a “change in the ownership or effective control of the corporation, or in the ownership of a substantial portion of the assets of the corporation,” within the meaning of Section 409A of the Code, as such definition applies to the Company.
 
(ss) “Securities Act” means the Securities Act of 1933, as amended.
 
(tt) “Separation from Service” means a Participant’s “separation from service,” within the meaning of Section 409A of the Internal Revenue Code.
 
(uu) “Service” means a Participant’s employment or service with the Participating Company Group, whether in the capacity of an Employee, a Director or a Consultant.  A Participant’s Service shall not be deemed to have terminated merely because of a change in the capacity in which the Participant renders such Service or a change in the
 

 
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Participating Company for which the Participant renders such Service, provided that there is no interruption or termination of the Participant’s Service.  Furthermore, a Participant’s Service shall not be deemed to have terminated if the Participant takes any military leave, sick leave, or other bona fide leave of absence approved by the Company.  However, if any such leave taken by a Participant exceeds ninety (90) days, then on the one hundred eighty-first (181st) day following the commencement of such leave any Incentive Stock Option held by the Participant shall cease to be treated as an Incentive Stock Option and instead shall be treated thereafter as a Nonstatutory Stock Option, unless the Participant’s right to return to Service with the Participating Company Group is guaranteed by statute or contract.  Notwithstanding the foregoing, unless otherwise designated by the Company or required by law, a leave of absence shall not be treated as Service for purposes of determining vesting under the Participant’s Award Agreement.  A Participant’s Service shall be deemed to have terminated either upon an actual termination of Service or upon the entity for which the Participant performs Service ceasing to be a Participating Company.  Subject to the foregoing, the Company, in its discretion, shall determine whether the Participant’s Service has terminated and the effective date of such termination.
 
(vv) “Stock” means the common stock of the Company, as adjusted from time to time in accordance with Section 4.2 of the Plan.
 
(ww) “Stock-Based Awards” means any award that is valued in whole or in part by reference to, or is otherwise based on, the Stock, including dividends on the Stock, but not limited to those Awards described in Sections 6 through 12 of the Plan.
 
(xx) “Subsidiary Corporation” means any present or future “subsidiary corporation” of the Company, as defined in Section 424(f) of the Code.
 
(yy) “Ten Percent Owner” means a Participant who, at the time an Option is granted to the Participant, owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of a Participating Company (other than an Affiliate) within the meaning of Section 422(b)(6) of the Code.
 
(zz) “Vesting Conditions” mean those conditions established in accordance with Section 9.4 or Section 11.2 of the Plan prior to the satisfaction of which shares subject to a Restricted Stock Award or Restricted Stock Unit Award, respectively, remain subject to forfeiture or a repurchase option in favor of the Company upon the Participant’s termination of Service.
 
2.2 Construction.  Captions and titles contained herein are for convenience only and shall not affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by the context, the singular shall include the plural and the plural shall include the singular.  Use of the term “or” is not intended to be exclusive, unless the context clearly requires otherwise.
 
3. Administration.
 
3.1 Administration by the Committee.  The Plan shall be administered by the Committee.  All questions of interpretation of the Plan or of any Award shall be determined by
 

 
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the Committee, and such determinations shall be final and binding upon all persons having an interest in the Plan or such Award.
 
3.2 Authority of Officers.  Any Officer shall have the authority to act on behalf of the Company with respect to any matter, right, obligation, determination or election which is the responsibility of or which is allocated to the Company herein, provided the Officer has apparent authority with respect to such matter, right, obligation, determination or election.  In addition, to the extent specified in a resolution adopted by the Board, the Chief Executive Officer of the Company shall have the authority to grant Awards to an Employee who is not an Insider and who is receiving a salary below the level which requires approval by the Committee; provided that the terms of such Awards conform to guidelines established by the Committee and provided further that at the time of making such Awards the Chief Executive Officer also is a Director.
 
3.3 Administration with Respect to Insiders.  With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.
 
3.4 Committee Complying with Section 162(m).  While the Company is a “publicly held corporation” within the meaning of Section 162(m), the Board may establish a Committee of “outside directors” within the meaning of Section 162(m) to approve the grant of any Award which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).
 
3.5 Powers of the Committee.  In addition to any other powers set forth in the Plan and subject to the provisions of the Plan, the Committee shall have the full and final power and authority, in its discretion:
 
(a) to determine the persons to whom, and the time or times at which, Awards shall be granted and the number of shares of Stock or units to be subject to each Award based on the recommendation of the Chief Executive Officer of the Company (except that Awards to the Chief Executive Officer shall be based on the recommendation of the independent members of the Board in compliance with applicable stock exchange rules and Awards to Nonemployee Directors shall be granted automatically pursuant to Section 7 of the Plan);
 
(b) to determine the type of Award granted and to designate Options as Incentive Stock Options or Nonstatutory Stock Options;
 
(c) to determine the Fair Market Value of shares of Stock or other property;
 
(d) to determine the terms, conditions and restrictions applicable to each Award (which need not be identical) and any shares acquired pursuant thereto, including, without limitation, (i) the exercise or purchase price of shares purchased pursuant to any Award, (ii) the method of payment for shares purchased pursuant to any Award, (iii) the method for satisfaction of any tax withholding obligation arising in connection with Award, including by the withholding or delivery of shares of Stock, (iv) the timing, terms and conditions of the exercisability or vesting of any Award or any shares acquired pursuant thereto, (v) the
 

 
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Performance Award Formula and Performance Goals applicable to any Award and the extent to which such Performance Goals have been attained, (vi) the time of the expiration of any Award, (vii) the effect of the Participant’s termination of Service on any of the foregoing, and (viii) all other terms, conditions and restrictions applicable to any Award or shares acquired pursuant thereto not inconsistent with the terms of the Plan;
 
(e) to determine whether an Award will be settled in shares of Stock, cash, or in any combination thereof;
 
(f) to approve one or more forms of Award Agreement;
 
(g) to amend, modify, extend, cancel or renew any Award or to waive any restrictions or conditions applicable to any Award or any shares acquired pursuant thereto;
 
(h) to accelerate, continue, extend or defer the exercisability or vesting of any Award or any shares acquired pursuant thereto, including with respect to the period following a Participant’s termination of Service;
 
(i) without the consent of the affected Participant and notwithstanding the provisions of any Award Agreement to the contrary, to unilaterally substitute at any time a Stock Appreciation Right providing for settlement solely in shares of Stock in place of any outstanding Option, provided that such Stock Appreciation Right covers the same number of shares of Stock and provides for the same exercise price (subject in each case to adjustment in accordance with Section 4.2) as the replaced Option and otherwise provides substantially equivalent terms and conditions as the replaced Option, as determined by the Committee;
 
(j) to prescribe, amend or rescind rules, guidelines and policies relating to the Plan, or to adopt sub-plans or supplements to, or alternative versions of, the Plan, including, without limitation, as the Committee deems necessary or desirable to comply with the laws or regulations of or to accommodate the tax policy, accounting principles or custom of, foreign jurisdictions whose citizens may be granted Awards;
 
(k) to correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award Agreement and to make all other determinations and take such other actions with respect to the Plan or any Award as the Committee may deem advisable to the extent not inconsistent with the provisions of the Plan or applicable law; and
 
(l) to delegate to the Chief Executive Officer or the Senior Vice President of Human Resources the authority with respect to ministerial matters regarding the Plan and Awards made under the Plan.
 
3.6 Option or SAR Repricing. Without the affirmative vote of holders of a majority of the shares of Stock cast in person or by proxy at a meeting of the shareholders of the Company at which a quorum representing a majority of all outstanding shares of Stock is present or represented by proxy, the Board shall not approve a program providing for either (a) the cancellation of outstanding Options or SARs and the grant in substitution therefore of new Options or SARs having a lower exercise price or (b) the amendment of outstanding Options or SARs to reduce the exercise price thereof.  This paragraph shall not be construed to apply to
 

 
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“issuing or assuming a stock option in a transaction to which section 424(a) applies,” within the meaning of Section 424 of the Code.
 
3.7 Indemnification.  In addition to such other rights of indemnification as they may have as members of the Board or the Committee or as officers or employees of the Participating Company Group, members of the Board or the Committee and any officers or employees of the Participating Company Group to whom authority to act for the Board, the Committee or the Company is delegated shall be indemnified by the Company against all reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan, or any right granted hereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by independent legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit or proceeding, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such person is liable for gross negligence, bad faith or intentional misconduct in duties; provided, however, that within sixty (60) days after the institution of such action, suit or proceeding, such person shall offer to the Company, in writing, the opportunity at its own expense to handle and defend the same.
 
4. Shares Subject to Plan.
 
4.1 Maximum Number of Shares Issuable.  Subject to adjustment as provided in Section 4.2 and subject to Section 409A of the Code, the maximum aggregate number of shares of Stock that may be issued under the Plan shall be twelve million (12,000,000) and shall consist of authorized but unissued or reacquired shares of Stock or any combination thereof.  If an outstanding Award for any reason expires or is terminated or canceled without having been exercised or settled in full, or if shares of Stock acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the shares of Stock allocable to the terminated portion of such Award or such forfeited or repurchased shares of Stock shall again be available for issuance under the Plan.  Shares of Stock shall not be deemed to have been issued pursuant to the Plan (a) with respect to any portion of an Award that is settled in cash or (b) to the extent such shares are withheld or reacquired by the Company in satisfaction of tax withholding obligations pursuant to Section 16.2.  Upon payment in shares of Stock pursuant to the exercise of an SAR, the number of shares available for issuance under the Plan shall be reduced only by the number of shares actually issued in such payment.  If the exercise price of an Option is paid by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant, or by means of a Net-Exercise, the number of shares available for issuance under the Plan shall be reduced only by the net number of shares for which the Option is exercised.
 
4.2 Adjustments for Changes in Capital Structure.  Subject to any required action by the shareholders of the Company, in the event of any change in the Stock effected without receipt of consideration by the Company, whether through merger, consolidation, reorganization, reincorporation, recapitalization, reclassification, stock dividend, stock split, reverse stock split, split-up, split-off, spin-off, combination of shares, exchange of shares, or similar change in the capital structure of the Company, or in the event of payment of a dividend or distribution to the
 

 
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shareholders of the Company in a form other than Stock (excepting normal cash dividends) that has a material effect on the Fair Market Value of shares of Stock, appropriate adjustments shall be made in the number and kind of shares subject to the Plan and to any outstanding Awards, in the Award limits set forth in Section 5.4, in the Nonemployee Director Awards to be granted automatically pursuant to Section 7, and in the exercise or purchase price per share under any outstanding Award in order to prevent dilution or enlargement of Participants’ rights under the Plan.  For purposes of the foregoing, conversion of any convertible securities of the Company shall not be treated as “effected without receipt of consideration by the Company.”  Any fractional share resulting from an adjustment pursuant to this Section 4.2 shall be rounded down to the nearest whole number.  The Committee in its sole discretion, may also make such adjustments in the terms of any Award to reflect, or related to, such changes in the capital structure of the Company or distributions as it deems appropriate, including modification of Performance Goals, Performance Award Formulas and Performance Periods.  The adjustments determined by the Committee pursuant to this Section 4.2 shall be final, binding and conclusive.
 
5. Eligibility and Award Limitations.
 
5.1 Persons Eligible for Awards.  Awards may be granted only to Employees, Consultants and Directors.  For purposes of the foregoing sentence, “Employees,” “Consultants”and “Directors” shall include prospective Employees, prospective Consultants and prospective Directors to whom Awards are granted in connection with written offers of an employment or other service relationship with the Participating Company Group; provided, however, that no Stock subject to any such Award shall vest, become exercisable or be issued prior to the date on which such person commences Service.  A Nonemployee Director Award may be granted only to a person who, at the time of grant, is a Nonemployee Director.
 
5.2 Participation.  Awards other than Nonemployee Director Awards are granted solely at the discretion of the Committee.  Eligible persons may be granted more than one Award.  However, excepting Nonemployee Director Awards, eligibility in accordance with this Section shall not entitle any person to be granted an Award, or, having been granted an Award, to be granted an additional Award.
 
5.3 Incentive Stock Option Limitations.
 
(a) Persons Eligible.  An Incentive Stock Option may be granted only to a person who, on the effective date of grant, is an Employee of the Company, a Parent Corporation or a Subsidiary Corporation (each being an “ISO-Qualifying Corporation”).  Any person who is not an Employee of an ISO-Qualifying Corporation on the effective date of the grant of an Option to such person may be granted only a Nonstatutory Stock Option.  An Incentive Stock Option granted to a prospective Employee upon the condition that such person become an Employee of an ISO-Qualifying Corporation shall be deemed granted effective on the date such person commences Service with an ISO-Qualifying Corporation, with an exercise price determined as of such date in accordance with Section 6.1.
 
(b) Fair Market Value Limitation.  To the extent that options designated as Incentive Stock Options (granted under all stock option plans of the Participating Company Group, including the Plan) become exercisable by a Participant for the first time during any
 

 
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calendar year for stock having a Fair Market Value greater than One Hundred Thousand Dollars ($100,000), the portion of such options which exceeds such amount shall be treated as Nonstatutory Stock Options.  For purposes of this Section, options designated as Incentive Stock Options shall be taken into account in the order in which they were granted, and the Fair Market Value of stock shall be determined as of the time the option with respect to such stock is granted.  If the Code is amended to provide for a limitation different from that set forth in this Section, such different limitation shall be deemed incorporated herein effective as of the date and with respect to such Options as required or permitted by such amendment to the Code.  If an Option is treated as an Incentive Stock Option in part and as a Nonstatutory Stock Option in part by reason of the limitation set forth in this Section, the Participant may designate which portion of such Option the Participant is exercising.  In the absence of such designation, the Participant shall be deemed to have exercised the Incentive Stock Option portion of the Option first.  Upon exercise, shares issued pursuant to each such portion shall be separately identified.
 
5.4 Award Limits.
 
(a) Maximum Number of Shares Issuable Pursuant to Incentive Stock Options.  Subject to adjustment as provided in Section 4.2, the maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to the exercise of Incentive Stock Options shall not exceed twelve million (12,000,000) shares.  The maximum aggregate number of shares of Stock that may be issued under the Plan pursuant to all Awards other than Incentive Stock Options shall be the number of shares determined in accordance with Section 4.1, subject to adjustment as provided in Section 4.2 and further subject to the limitation set forth in Section 5.4(b) below.
 
(b) Aggregate Limit on Full Value Awards.  Subject to adjustment as provided in Section 4.2, in no event shall more than twelve million (12,000,000) shares in the aggregate be issued under the Plan pursuant to the exercise or settlement of Restricted Stock Awards, Restricted Stock Unit Awards and Performance Awards (“Full Value Awards”).  Except with respect to a maximum of five percent (5%) of the shares of Stock authorized in this Section 5.4(b), any Full Value Awards which vest on the basis of the Participant’s continued Service shall not provide for vesting which is any more rapid than annual pro rata vesting over a three (3) year period and any Full Value Awards which vest upon the attainment of Performance Goals shall provide for a Performance Period of at least twelve (12) months.
 
(c) Section 162(m) Award Limits.  The following limits shall apply to the grant of any Award if, at the time of grant, the Company is a “publicly held corporation” within the meaning of Section 162(m).
 
(i) Options and SARs.  Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Options or Freestanding SARs which in the aggregate are for more than 400,000 shares of Stock reserved for issuance under the Plan.
 
(ii) Restricted Stock and Restricted Stock Unit Awards.  Subject to adjustment as provided in Section 4.2, no Employee shall be granted within any fiscal year of the Company one or more Restricted Stock Awards or Restricted Stock Unit Awards, subject to
 

 
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Vesting Conditions based on the attainment of Performance Goals, for more than 400,000 shares of Stock reserved for issuance under the Plan.
 
(iii) Performance Awards.  Subject to adjustment as provided in Section 4.2, no Employee shall be granted (1) Performance Shares which could result in such Employee receiving more than 400,000 shares of Stock reserved for issuance under the Plan for each full fiscal year of the Company contained in the Performance Period for such Award, or (2) Performance Units which could result in such Employee receiving more than two million dollars ($2 million) for each full fiscal year of the Company contained in the Performance Period for such Award.  No Participant may be granted more than one Performance Award for the same Performance Period.
 
6. Terms and Conditions of Options.
 
Options shall be evidenced by Award Agreements specifying the number of shares of Stock covered thereby, in such form as the Committee shall from time to time establish.  No Option or purported Option shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Options may incorporate all or any of the terms of the Plan by reference and, except as otherwise set forth in Section 7 with respect to Nonemployee Director Options, shall comply with and be subject to the following terms and conditions:
 
6.1 Exercise Price.  The exercise price for each Option shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the Option and (b) no Incentive Stock Option granted to a Ten Percent Owner shall have an exercise price per share less than one hundred ten percent (110%) of the Fair Market Value of a share of Stock on the effective date of grant of the Option.  Notwithstanding the foregoing, an Option (whether an Incentive Stock Option or a Nonstatutory Stock Option) may be granted with an exercise price lower than the minimum exercise price set forth above if such Option is granted pursuant to an assumption or substitution for another option in a manner qualifying under the provisions of Section 424(a) of the Code.
 
6.2 Exercisability and Term of Options.  Options shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such Option; provided, however, that (a) no Option shall be exercisable after the expiration of ten (10) years after the effective date of grant of such Option, (b) no Incentive Stock Option granted to a Ten Percent Owner shall be exercisable after the expiration of five (5) years after the effective date of grant of such Option, and (c) no Option granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service.  Subject to the foregoing, unless otherwise specified by the Committee in the grant of an Option, any Option granted hereunder shall terminate ten (10) years after the effective date of grant of the Option, unless earlier terminated in accordance with its provisions.
 

 
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6.3 Payment of Exercise Price.
 
(a) Forms of Consideration Authorized.  Except as otherwise provided below, payment of the exercise price for the number of shares of Stock being purchased pursuant to any Option shall be made (i) in cash, by check or in cash equivalent, (ii) by tender to the Company, or attestation to the ownership, of shares of Stock owned by the Participant having a Fair Market Value not less than the exercise price, (iii) by delivery of a properly executed notice of exercise together with irrevocable instructions to a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Option (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System) (a “Cashless Exercise”), (iv) by delivery of a properly executed notice of exercise electing a Net-Exercise, (v) by such other consideration as may be approved by the Committee from time to time to the extent permitted by applicable law, or (vi) by any combination thereof.  The Committee may at any time or from time to time grant Options which do not permit all of the foregoing forms of consideration to be used in payment of the exercise price or which otherwise restrict one or more forms of consideration.
 
(b) Limitations on Forms of Consideration.
 
(i) Tender of Stock.  Notwithstanding the foregoing, an Option may not be exercised by tender to the Company, or attestation to the ownership, of shares of Stock to the extent such tender or attestation would constitute a violation of the provisions of any law, regulation or agreement restricting the redemption of the Company’s stock.
 
(ii) Cashless Exercise.  The Company reserves, at any and all times, the right, in the Company’s sole and absolute discretion, to establish, decline to approve or terminate any program or procedures for the exercise of Options by means of a Cashless Exercise, including with respect to one or more Participants specified by the Company notwithstanding that such program or procedures may be available to other Participants.
 
6.4 Effect of Termination of Service.
 
(a) Option Exercisability.  Subject to earlier termination of the Option as otherwise provided herein and unless otherwise provided by the Committee, an Option shall be exercisable after a Participant’s termination of Service only during the applicable time periods provided in the Award Agreement.
 
(b) Extension if Exercise Prevented by Law.  Notwithstanding the foregoing, unless the Committee provides otherwise in the Award Agreement, if the exercise of an Option within the applicable time periods is prevented by the provisions of Section 14.1 below, the Option shall remain exercisable until three (3) months (or such longer period of time as determined by the Committee, in its discretion) after the date the Participant is notified by the Company that the Option is exercisable, but in any event no later than the Option Expiration Date.
 
(c) Extension if Participant Subject to Section 16(b).  Notwithstanding the foregoing, if a sale within the applicable time periods of shares acquired upon the exercise of the
 

 
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Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.
 
6.5 Transferability of Options.  During the lifetime of the Participant, an Option shall be exercisable only by the Participant or the Participant’s guardian or legal representative.  Prior to the issuance of shares of Stock upon the exercise of an Option, the Option shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  Notwithstanding the foregoing, to the extent permitted by the Committee, in its discretion, and set forth in the Award Agreement evidencing such Option, a Nonstatutory Stock Option shall be assignable or transferable subject to the applicable limitations, if any, described in the General Instructions to Form S-8 Registration Statement under the Securities Act.
 
7. Terms and Conditions of Nonemployee Director Awards.
 
Nonemployee Director Awards shall be evidenced by Award Agreements in such form as the Board shall from time to time establish.  Such Award Agreements may incorporate all or any of the terms of the Plan by reference, shall be automatic and non-discretionary and shall comply with and be subject to the terms and conditions set forth in this Section 7.
 
For purposes of this Section 7 as amended on December 19, 2009, each year the Board shall approve the grant date for all Nonemployee Director awards to be made under this Section 7 (the “Grant Date”), which shall be the same as the grant date approved each year by the Committee for the annual Plan Awards to be made to Employees in accordance with guidelines approved by the Committee (“Annual Awards”).  Solely for purposes of determining the number of shares of Stock covered by Restricted Stock Awards and Restricted Stock Units described in Section 7.1 and Section 7.4, the “Fair Market Value of the Stock on Grant Date” (which may be determined by an average or other method) shall be approved by the Board each year and shall be the same as that used to determine the number of Annual Awards.
 
7.1 Automatic Grant of Restricted Stock.
 
(a) Timing and Amount of Grant.  For each calendar year, each person who is a Nonemployee Director on the Grant Date shall be granted a Restricted Stock Award to purchase a number of shares of Stock determined by dividing forty-five thousand dollars ($45,000) by the Fair Market Value of the Stock on the Grant Date, and rounding down to the nearest whole number.
 
(b) Vesting.  The shares subject to the Restricted Stock Award granted pursuant to Section 7.1(a) shall vest in equal annual installments of twenty percent (20%) on each anniversary of the Grant Date, with one hundred percent (100%) of the shares vested on the fifth anniversary of the Grant Date.
 

 
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7.2 Annual Election to Receive Nonstatutory Stock Option and Restricted Stock Units.  On a date no later than December 31 of each calendar year during the term of the Plan, each person who is then a Nonemployee Director shall deliver to the Board a written election to receive either Nonstatutory Stock Options or Restricted Stock Units, or both, with an aggregate value of $45,000, on the Grant Date for the following calendar year, provided the person continues to be a Nonemployee Director on the Grant Date.  A Nonemployee Director may allocate between Nonstatutory Stock Options and Restricted Stock Units in minimum increments with a value equal to $5,000, as determined in accordance with Sections 7.3 and 7.4.  All awards of Nonstatutory Stock Options and Restricted Stock Units made to Nonemployee Directors shall comply with the provisions of Sections 7.3 and 7.4, respectively.  A Nonemployee Director who fails to make a timely election or who first becomes a Nonemployee Director after December 31 but before the Grant Date for the following calendar year shall be awarded Nonstatutory Stock Options and Restricted Stock Units each with a value of $22,500, as determined in accordance with Sections 7.3 and 7.4, provided the Nonemployee Director continues to be a Nonemployee Director on the Grant Date.
 
7.3 Grant of Nonstatutory Stock Option.
 
(a) Timing and Amount of Grant.  For each calendar year, unless a Nonemployee Director made an election to decline the award of a Nonstatutory Stock Option in accordance with Section 7.7, each person who is a Nonemployee Director on the Grant Date  shall receive a grant of a Nonstatutory Stock Option with an aggregate value equal to $5,000, $10,000, $15,000, $20,000, $25,000 $30,000, $35,000, $40,000, or $45,000 as previously elected by the Nonemployee Director (or $22,500 in the case of a Nonemployee Director who failed to make a timely election or who became a Nonemployee Director before the Grant Date for a particular year but after December 31 of the previous year) (the “Elected Option Value”).
 
The number of shares subject to the Nonstatutory Stock Option shall be determined by dividing the Elected Option Value by the value of a Nonstatutory Stock Option to purchase a single share of Stock as of the Grant Date.  The per share option value shall be calculated in accordance with the Black-Scholes stock option valuation method using the average closing price of Stock during the preceding months of November, December, and January, and reducing the per option value by twenty percent (20%).  The resulting number of shares subject to the Nonstatutory Stock Option shall be rounded down to the nearest whole share.  No person shall receive more than one grant of Nonstatutory Stock Options pursuant to this Section 7.3(a) during any calendar year.
 
(b) Exercise Price and Payment.  The exercise price of each Nonstatutory Stock Option granted pursuant to Section 7.3(a) shall be the Fair Market Value of the Stock on the Grant Date.  The payment of the exercise price for the number of shares of Stock being purchased pursuant to the Nonstatutory Stock Option shall be made in accordance with the provisions of Section 6.3.
 
(c) Vesting and Exercisability.  The Nonstatutory Stock Option granted in accordance with this Section shall become vested and exercisable as to one third (1/3) of the shares subject to the Nonstatutory Stock Option on the second, third and fourth anniversaries of the Grant Date, respectively.  The Nonstatutory Stock Option shall terminate ten (10) years after the Grant Date, unless earlier terminated in accordance with its provisions.
 

 
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7.4 Grant of Restricted Stock Unit.
 
(a)           Timing and Amount of Grant.  For each calendar year, unless a Nonemployee Director made an election to decline the award of a Restricted Stock Unit in accordance with Section 7.7, each person who is a Nonemployee Director on the Grant Date shall receive a grant of a Restricted Stock Unit with an aggregate value equal to $5,000, $10,000, $15,000, $20,000, $25,000, $30,000, $35,000, $40,000, or $45,000, as previously elected by the Nonemployee Director (or $22,500 in the case of a Nonemployee Director who failed to make a timely election or who became a Nonemployee Director after December 31 but before the Grant Date) (the “Elected Stock Unit Value”).  The number of Restricted Stock Units shall be determined by dividing the Elected Stock Unit Value by the Fair Market Value of the Stock on the Grant Date (including fractions computed to three decimal places).  The Restricted Stock Units awarded to a Nonemployee Director shall be credited to the director’s Restricted Stock Unit account.  Each Restricted Stock Unit awarded to a Nonemployee Director in accordance with this Section 7.4(a) shall be deemed to be equal to one (1) (or fraction thereof) share of Stock on the Grant Date, and shall thereafter fluctuate in value in accordance with the Fair Market Value of the Stock.  No person shall receive more than one grant of Restricted Stock Units pursuant to this Section 7.4(a) during any calendar year.
 
(b)           Dividend Rights.  Each Nonemployee Director’s Restricted Stock Unit account shall be credited quarterly on each dividend payment date with additional shares of Restricted Stock Units (including fractions computed to three decimal places) determined by dividing (1) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the account by (2) the Fair Market Value per share of Stock on such date.  Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award.
 
(c)           Settlement of Restricted Stock Units.  Restricted Stock Units credited to a Nonemployee Director’s Restricted Stock Unit account shall be settled by the issuance of an equal number of shares of Stock, rounded down to the nearest whole share, upon the earliest of (i) the Nonemployee Director’s Separation from Service due to Mandatory Retirement, (ii) the Nonemployee Director’s Separation from Service after five years of continuous service on the Board (“Director Retirement”), (iii) the Nonemployee Director’s death, (iv) the Nonemployee Director’s Disability (within the meaning of Section 409A of the Code), (v) a Change in Control that also constitutes a Section 409A Change in Control and (vi) the Nonemployee Director’s Separation from Service following a Change in Control.  In the event of a distribution pursuant to Section 7.4(c)(iii) or 7.4(c)(iv), the Nonemployee Director shall receive the Stock in a lump sum distribution at the time of the applicable distribution event.  In the case of Sections 7.4(c)(i), 7.4(c)(ii), 7.4(c)(v) and 7.4(c)(vi), the Nonemployee Director shall receive the Stock in a lump sum distribution in January of the year following the year in which the applicable distribution event occurs; provided, however, that the Nonemployee Director may elect, no later than December 31 of the calendar year prior the date of grant of the Restricted Stock Units (or such later time permitted by Section 409A), (1) to receive a series of ten or less approximately equal annual installments commencing no later than January of the year following the year in which the applicable distribution event occurred (such election to apply to all such distribution events)
 

 
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or (2) to instead receive a lump sum at the time that the applicable distribution event occurs (such election to apply to all such distribution events).
 
7.5 Effect of Termination of Service as a Nonemployee Director.
 
(a) Status of Award.  Subject to earlier termination of the Nonemployee Director Award as otherwise provided herein, the status of a Nonemployee Director Award shall be determined as follows:
 
(i) Death or Disability.  If the Nonemployee Director’s Service terminates due to death or Disability (1) all shares subject to the Restricted Stock Award shall become fully vested, and the Participant (or the Participant’s legal representative or other person who acquired the rights to the Restricted Stock by reason of the Participant’s death) shall have the right to resell or transfer such shares at any time; and (2) all Nonstatutory Stock Options held by the Participant shall become fully vested and exercisable, and the Participant (or the Participant’s legal representative or other person who acquired the rights to the Nonstatutory Stock Option by reason of the Participant’s death) shall have the right to exercise the Nonstatutory Stock Options until the earlier of (a) the date that is twelve (12) months after the date on which the Participant’s Service terminated, or (b) the Option Expiration Date.  If the Nonemployee Director becomes “disabled,” within the meaning of Section 409A of the Code or in the event of the Nonemployee Director’s death, all Restricted Stock Units credited to the Nonemployee Director’s account shall immediately vest and become payable, in accordance with Section 7.4(c), to the Participant (or the Participant’s legal representative or other person who acquired the rights to the Restricted Stock Units by reason of the Participant’s death) in the form of a number of shares of Stock equal to the number of Restricted Stock Units credited to the Restricted Stock Unit account, rounded down to the nearest whole share.
 
(ii) Mandatory Retirement.  If the Participant’s Service terminates because of the Mandatory Retirement of the Participant (1) all shares subject to the Restricted Stock Award shall become fully vested, and the Participant shall have the right to resell or transfer such shares at any time; and (2) all Nonstatutory Stock Options held by the Participant shall become fully vested and exercisable and the Participant shall have the right to exercise the Nonstatutory Stock Options until the earlier of (a) the date that is five (5) years after the date on which the Participant’s Service terminated, or (b) the Option Expiration Date.  If the Nonemployee Director Separates from Service due to Mandatory Retirement, all Restricted Stock Units credited to the Nonemployee Director’s account shall immediately vest and become payable to the Participant in accordance with Section 7.4(c) above.
 
(iii) Other Termination of Service.  If the Participant’s Service terminates for any reason other than those enumerated in Sections 7.5(a)(i) and 7.5(a)(ii), (1) any unvested shares of Restricted Stock shall be forfeited to the Company and from and after the date of such termination, the Participant shall cease to be a shareholder with respect to such forfeited shares and shall have no dividend, voting or other rights with respect thereto and (2) the unvested portion of any Nonstatutory Stock Option shall terminate, and any portion of the Nonstatutory Stock Option exercisable by the Participant on the date on which the Participant’s Service terminated may be exercised until the earlier of (a) the date that is three (3) months after the date on which the Participant’s Service terminated, or (b) the Option Expiration Date.  If the
 

 
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Nonemployee Director Separates from Service prior to the occurrence of any of the distribution events set forth in Section 7.4(c), all Restricted Stock Units credited to the Participant’s account shall be forfeited on the date of such Separation from Service; provided, however, that if the Nonemployee Director Separates from Service due to a pending Disability determination such forfeiture shall not occur until a finding that such Disability has not occurred.
 
(iv) Notwithstanding the provisions of Section 7.5(i) through 7.5(iii) above, the Board, in its sole discretion, may establish different terms and conditions pertaining to Nonemployee Director Awards.
 
(b) Extension if Exercise Prevented by Law.  Notwithstanding the foregoing, if the exercise of a Nonstatutory Stock Option within the applicable time periods set forth in Section 7.5(a) is prevented by the provisions of Section 14.1 below, the Nonstatutory Stock Option shall remain exercisable until three (3) months after the date the Participant is notified by the Company that the Nonstatutory Stock Option is exercisable, but in any event no later than the Option Expiration Date.
 
(c) Extension if Participant Subject to Section 16(b).  Notwithstanding the foregoing, if a sale within the applicable time periods set forth in Section 7.5(a) of shares acquired upon the exercise of the Nonstatutory Stock Option would subject the Participant to suit under Section 16(b) of the Exchange Act, the Nonstatutory Stock Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (ii) the one hundred and ninetieth (190th) day after the Participant’s termination of Service, or (iii) the Option Expiration Date.
 
7.6 Effect of Change in Control on Nonemployee Director Awards.  Upon the occurrence of a Change in Control, (i) the vesting of all shares of Restricted Stock granted pursuant to Section 7.1(a) shall be accelerated so that all such shares become fully vested, (ii) the vesting of Nonstatutory Stock Options granted pursuant to Section 7.3(a) shall be accelerated and such Nonstatutory Stock Options shall remain fully exercisable until the Option Expiration Date, and (iii) all Restricted Stock Units shall immediately vest and be settled in accordance with Section 7.4(c).
 
7.7 Right to Decline Nonemployee Director Awards.  Notwithstanding the foregoing, any person may elect not to receive a Nonemployee Director Award by delivering written notice of such election to the Board no later than the day prior to the date such Nonemployee Director Award would otherwise be granted.  A person so declining a Nonemployee Director Award shall receive no payment or other consideration in lieu of such declined Nonemployee Director Award.  A person who has declined a Nonemployee Director Award may revoke such election by delivering written notice of such revocation to the Board no later than the day prior to the date such Nonemployee Director Award would be granted.
 
8. Terms and Conditions of Stock Appreciation Rights.
 
Stock Appreciation Rights shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from
 

 
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time to time establish.  No SAR or purported SAR shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing SARs may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:
 
8.1 Types of SARs Authorized.  SARs may be granted in tandem with all or any portion of a related Option (a “Tandem SAR”) or may be granted independently of any Option (a “Freestanding SAR”).  A Tandem SAR may be granted either concurrently with the grant of the related Option or at any time thereafter prior to the complete exercise, termination, expiration or cancellation of such related Option.
 
8.2 Exercise Price.  The exercise price for each SAR shall be established in the discretion of the Committee; provided, however, that (a) the exercise price per share subject to a Tandem SAR shall be the exercise price per share under the related Option and (b) the exercise price per share subject to a Freestanding SAR shall be not less than the Fair Market Value of a share of Stock on the effective date of grant of the SAR.
 
8.3 Exercisability and Term of SARs.
 
(a) Tandem SARs.  Tandem SARs shall be exercisable only at the time and to the extent, and only to the extent, that the related Option is exercisable, subject to such provisions as the Committee may specify where the Tandem SAR is granted with respect to less than the full number of shares of Stock subject to the related Option.
 
(b) Freestanding SARs.  Freestanding SARs shall be exercisable at such time or times, or upon such event or events, and subject to such terms, conditions, performance criteria and restrictions as shall be determined by the Committee and set forth in the Award Agreement evidencing such SAR; provided, however, that no Freestanding SAR shall be exercisable after the expiration of ten (10) years after the effective date of grant of such SAR.
 
8.4 Deemed Exercise of SARs.  If, on the date on which an SAR would otherwise terminate or expire, the SAR by its terms remains exercisable immediately prior to such termination or expiration and, if so exercised, would result in a payment to the holder of such SAR, then any portion of such SAR which has not previously been exercised shall automatically be deemed to be exercised as of such date with respect to such portion.
 
8.5 Effect of Termination of Service.  Subject to earlier termination of the SAR as otherwise provided herein and unless otherwise provided by the Committee in the grant of an SAR and set forth in the Award Agreement, an SAR shall be exercisable after a Participant’s termination of Service only as provided in the Award Agreement.
 
8.6 Nontransferability of SARs.  During the lifetime of the Participant, an SAR shall be exercisable only by the Participant or the Participant’s guardian or legal representative.  Prior to the exercise of an SAR, the SAR shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.
 

 
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9. Terms and Conditions of Restricted Stock Awards.
 
Restricted Stock Awards shall be evidenced by Award Agreements specifying the number of shares of Stock subject to the Award, in such form as the Committee shall from time to time establish.  No Restricted Stock Award or purported Restricted Stock Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Restricted Stock Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:
 
9.1 Types of Restricted Stock Awards Authorized.  Restricted Stock Awards may or may not require the payment of cash compensation for the stock.  Restricted Stock Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4.  If either the grant of a Restricted Stock Award or the lapsing of the Restriction Period is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).
 
9.2 Purchase Price.  The purchase price, if any, for shares of Stock issuable under each Restricted Stock Award and the means of payment shall be established by the Committee in its discretion.
 
9.3 Purchase Period.  A Restricted Stock Award requiring the payment of cash consideration shall be exercisable within a period established by the Committee; provided, however, that no Restricted Stock Award granted to a prospective Employee, prospective Consultant or prospective Director may become exercisable prior to the date on which such person commences Service.
 
9.4 Vesting and Restrictions on Transfer.  Shares issued pursuant to any Restricted Stock Award may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.4, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.  During any Restriction Period in which shares acquired pursuant to a Restricted Stock Award remain subject to Vesting Conditions, such shares may not be sold, exchanged, transferred, pledged, assigned or otherwise disposed of other than as provided in the Award Agreement or as provided in Section 9.7.  Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.
 
9.5 Voting Rights, Dividends and Distributions.  Except as provided in this Section, Section 9.4 and any Award Agreement, during the Restriction Period applicable to shares subject to a Restricted Stock Award, the Participant shall have all of the rights of a
 

 
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shareholder of the Company holding shares of Stock, including the right to vote such shares and to receive all dividends and other distributions paid with respect to such shares.  However, in the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant is entitled by reason of the Participant’s Restricted Stock Award shall be immediately subject to the same Vesting Conditions as the shares subject to the Restricted Stock Award with respect to which such dividends or distributions were paid or adjustments were made.
 
9.6 Effect of Termination of Service.  Unless otherwise provided by the Committee in the grant of a Restricted Stock Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any shares acquired by the Participant pursuant to a Restricted Stock Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service in exchange for the payment of the purchase price, if any, paid by the Participant.  The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.
 
9.7 Nontransferability of Restricted Stock Award Rights.  Prior to the issuance of shares of Stock pursuant to a Restricted Stock Award, rights to acquire such shares shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or the laws of descent and distribution.  All rights with respect to a Restricted Stock Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.
 
10. Terms and Conditions of Performance Awards.
 
Performance Awards shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish.  No Performance Award or purported Performance Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Performance Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:
 
10.1 Types of Performance Awards Authorized.  Performance Awards may be in the form of either Performance Shares or Performance Units.  Each Award Agreement evidencing a Performance Award shall specify the number of Performance Shares or Performance Units subject thereto, the Performance Award Formula, the Performance Goal(s) and Performance Period applicable to the Award, and the other terms, conditions and restrictions of the Award.
 
10.2 Initial Value of Performance Shares and Performance Units.  Unless otherwise provided by the Committee in granting a Performance Award, each Performance Share shall have an initial value equal to the Fair Market Value of one (1) share of Stock, subject to adjustment as provided in Section 4.2, on the effective date of grant of the Performance Share.
 

 
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Each Performance Unit shall have an initial value determined by the Committee.  The final value payable to the Participant in settlement of a Performance Award determined on the basis of the applicable Performance Award Formula will depend on the extent to which Performance Goals established by the Committee are attained within the applicable Performance Period established by the Committee.
 
10.3 Establishment of Performance Period, Performance Goals and Performance Award Formula.  In granting each Performance Award, the Committee shall establish in writing the applicable Performance Period, Performance Award Formula and one or more Performance Goals which, when measured at the end of the Performance Period, shall determine on the basis of the Performance Award Formula the final value of the Performance Award to be paid to the Participant.  To the extent compliance with the requirements under Section 162(m) with respect to “performance-based compensation” is desired, the Committee shall establish the Performance Goal(s) and Performance Award Formula applicable to each Performance Award no later than the earlier of (a) the date ninety (90) days after the commencement of the applicable Performance Period or (b) the date on which 25% of the Performance Period has elapsed, and, in any event, at a time when the outcome of the Performance Goals remains substantially uncertain.  Once established, the Performance Goals and Performance Award Formula shall not be changed during the Performance Period.  The Company shall notify each Participant granted a Performance Award of the terms of such Award, including the Performance Period, Performance Goal(s) and Performance Award Formula.
 
10.4 Measurement of Performance Goals.  Performance Goals shall be established by the Committee on the basis of targets to be attained (“Performance Targets”) with respect to one or more measures of business or financial performance (each, a “Performance Measure”), subject to the following:
 
(a) Performance Measures.  Performance Measures shall have the same meanings as used in the Company’s financial statements, or, if such terms are not used in the Company’s financial statements, they shall have the meaning applied pursuant to generally accepted accounting principles, or as used generally in the Company’s industry.  Performance Measures shall be calculated with respect to the Company and each Subsidiary Corporation consolidated therewith for financial reporting purposes or such division or other business unit as may be selected by the Committee.  For purposes of the Plan, the Performance Measures applicable to a Performance Award shall be calculated in accordance with generally accepted accounting principles, but prior to the accrual or payment of any Performance Award for the same Performance Period and excluding the effect (whether positive or negative) of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as determined by the Committee, occurring after the establishment of the Performance Goals applicable to the Performance Award.  Each such adjustment, if any, shall be made solely for the purpose of providing a consistent basis from period to period for the calculation of Performance Measures in order to prevent the dilution or enlargement of the Participant’s rights with respect to a Performance Award.  Performance Measures may be one or more of the following, as determined by the Committee:  (i) sales revenue; (ii) gross margin; (iii) operating margin; (iv) operating income; (v) pre-tax profit; (vi) earnings before interest, taxes and depreciation and amortization; (vii) net income; (viii) expenses; (ix) the market price of the Stock; (x) earnings per share; (xi) return on shareholder equity; (xii) return on capital; (xiii) return on net assets;
 

 
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(xiv) economic value added; and (xv) market share; (xvi) customer service; (xvii) customer satisfaction; (xviii) safety; (xix) total shareholder return; or (xx) such other measures as determined by the Committee consistent with this Section 10.4(a).
 
(b) Performance Targets.  Performance Targets may include a minimum, maximum, target level and intermediate levels of performance, with the final value of a Performance Award determined under the applicable Performance Award Formula by the level attained during the applicable Performance Period.  A Performance Target may be stated as an absolute value or as a value determined relative to a standard selected by the Committee.
 
10.5 Settlement of Performance Awards.
 
(a) Determination of Final Value.  As soon as practicable, but no later than the 15th day of the third month following the completion of the Performance Period applicable to a Performance Award, the Committee shall certify in writing the extent to which the applicable Performance Goals have been attained and the resulting final value of the Award earned by the Participant and to be paid upon its settlement in accordance with the applicable Performance Award Formula.
 
(b) Discretionary Adjustment of Award Formula.  In its discretion, the Committee may, either at the time it grants a Performance Award or at any time thereafter, provide for the positive or negative adjustment of the Performance Award Formula applicable to a Performance Award that is not intended to constitute “qualified performance based compensation” to a “covered employee” within the meaning of Section 162(m) (a “Covered Employee”) to reflect such Participant’s individual performance in his or her position with the Company or such other factors as the Committee may determine.  With respect to a Performance Award intended to constitute qualified performance-based compensation to a Covered Employee, the Committee shall have the discretion to reduce some or all of the value of the Performance Award that would otherwise be paid to the Covered Employee upon its settlement notwithstanding the attainment of any Performance Goal and the resulting value of the Performance Award determined in accordance with the Performance Award Formula.
 
(c) Payment in Settlement of Performance Awards.  As soon as practicable following the Committee’s determination and certification in accordance with Sections 10.5(a) and (b) but, in any case, no later than the 15th day of the third month following completion of the Performance Period applicable to a Performance Award, payment shall be made to each eligible Participant (or such Participant’s legal representative or other person who acquired the right to receive such payment by reason of the Participant’s death) of the final value of the Participant’s Performance Award.  Payment of such amount shall be made in cash, shares of Stock, or a combination thereof as determined by the Committee.
 
10.6 Voting Rights, Dividend Equivalent Rights and Distributions.  Participants shall have no voting rights with respect to shares of Stock represented by Performance Share Awards until the date of the issuance of such shares, if any (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Performance Share Award that the Participant shall be entitled to receive Dividend Equivalents
 

 
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with respect to the payment of cash dividends on Stock having a record date prior to the date on which the Performance Shares are settled or forfeited.  Such Dividend Equivalents, if any, shall be credited to the Participant in the form of additional whole Performance Shares as of the date of payment of such cash dividends on Stock.  The number of additional Performance Shares (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Performance Shares previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date.  Dividend Equivalents may be paid currently or may be accumulated and paid to the extent that Performance Shares become nonforfeitable, as determined by the Committee in accordance with Section 409A of the Code.  Settlement of Dividend Equivalents may be made in cash, shares of Stock, or a combination thereof as determined by the Committee, and may be paid on the same basis as settlement of the related Performance Share as provided in Section 10.5.  Dividend Equivalents shall not be paid with respect to Performance Units.  In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Performance Share Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Performance Share Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Performance Goals as are applicable to the Award.
 
10.7 Effect of Termination of Service.  Unless otherwise provided by the Committee in the grant of a Performance Award and set forth in the Award Agreement, the effect of a Participant’s termination of Service on the Performance Award shall be as follows:
 
(a) Death or Disability.  If the Participant’s Service terminates because of the death or Disability of the Participant before the completion of the Performance Period applicable to the Performance Award, the final value of the Participant’s Performance Award shall be determined by the extent to which the applicable Performance Goals have been attained with respect to the entire Performance Period and shall be prorated based on the number of months of the Participant’s Service during the Performance Period.  Payment shall be made following the end of the Performance Period in any manner permitted by Section 10.5.
 
(b) Other Termination of Service.  If the Participant’s Service terminates for any reason except death or Disability before the completion of the Performance Period applicable to the Performance Award, such Award shall be forfeited in its entirety; provided, however, that in the event of an involuntary termination of the Participant’s Service, the Committee, in its sole discretion, may waive the automatic forfeiture of all or any portion of any such Award.
 
10.8 Nontransferability of Performance Awards.  Prior to settlement in accordance with the provisions of the Plan, no Performance Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  All rights with respect to a Performance Award
 

 
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granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.
 
11. Terms and Conditions of Restricted Stock Unit Awards.
 
Restricted Stock Unit Awards shall be evidenced by Award Agreements specifying the number of Restricted Stock Units subject to the Award, in such form as the Committee shall from time to time establish.  No Restricted Stock Unit Award or purported Restricted Stock Unit Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Restricted Stock Units may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:
 
11.1 Grant of Restricted Stock Unit Awards.  Restricted Stock Unit Awards may be granted upon such conditions as the Committee shall determine, including, without limitation, upon the attainment of one or more Performance Goals described in Section 10.4.  If either the grant of a Restricted Stock Unit Award or the Vesting Conditions with respect to such Award is to be contingent upon the attainment of one or more Performance Goals, the Committee shall follow procedures substantially equivalent to those set forth in Sections 10.3 through 10.5(a).
 
11.2 Vesting.  Restricted Stock Units may or may not be made subject to Vesting Conditions based upon the satisfaction of such Service requirements, conditions, restrictions or performance criteria, including, without limitation, Performance Goals as described in Section 10.44, as shall be established by the Committee and set forth in the Award Agreement evidencing such Award.
 
11.3 Voting Rights, Dividend Equivalent Rights and Distributions.  Participants shall have no voting rights with respect to shares of Stock represented by Restricted Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  However, the Committee, in its discretion, may provide in the Award Agreement evidencing any Restricted Stock Unit Award that the Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Restricted Stock Units held by such Participant are settled.  Such Dividend Equivalents, if any, shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the date of payment of such cash dividends on Stock.  The number of additional Restricted Stock Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (a) the amount of cash dividends paid on such date with respect to the number of shares of Stock represented by the Restricted Stock Units previously credited to the Participant by (b) the Fair Market Value per share of Stock on such date.  Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units originally subject to the Restricted Stock Unit Award, provided that Dividend Equivalents may be settled in cash, shares of Stock, or a combination thereof as determined by the Committee.  In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit Award so that it represents the right to receive upon settlement any and all new,
 

 
26
 

substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award, and all such new, substituted or additional securities or other property shall be immediately subject to the same Vesting Conditions as are applicable to the Award.
 
11.4 Effect of Termination of Service.  Unless otherwise provided by the Committee in the grant of a Restricted Stock Unit Award and set forth in the Award Agreement, if a Participant’s Service terminates for any reason, whether voluntary or involuntary (including the Participant’s death or disability), then the Participant shall forfeit to the Company any Restricted Stock Units pursuant to the Award which remain subject to Vesting Conditions as of the date of the Participant’s termination of Service.
 
11.5 Settlement of Restricted Stock Unit Awards.  The Company shall issue to a Participant on the date on which Restricted Stock Units subject to the Participant’s Restricted Stock Unit Award vest or on such other date determined by the Committee, in its discretion, and set forth in the Award Agreement one (1) share of Stock (and/or any other new, substituted or additional securities or other property pursuant to an adjustment described in Section 11.3) or each Restricted Stock Unit then becoming vested or otherwise to be settled on such date, subject to the withholding of applicable taxes.  Notwithstanding the foregoing, if permitted by the Committee and set forth in the Award Agreement, the Participant may elect in accordance with terms specified in the Award Agreement to defer receipt of all or any portion of the shares of Stock or other property otherwise issuable to the Participant pursuant to this Section.
 
11.6 Nontransferability of Restricted Stock Unit Awards.  Prior to the issuance of shares of Stock in settlement of a Restricted Stock Unit Award, the Award shall not be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  All rights with respect to a Restricted Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.
 
12. Deferred Compensation Awards.
 
12.1 Establishment of Deferred Compensation Award Programs.  This Section 12 shall not be effective unless and until the Committee determines to establish a program pursuant to this Section.  The Committee, in its discretion and upon such terms and conditions as it may determine, may establish one or more programs pursuant to the Plan under which:
 
(a) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to reduce such Participant’s compensation otherwise payable in cash (subject to any minimum or maximum reductions imposed by the Committee) and to be granted automatically at such time or times as specified by the Committee one or more Awards of Stock Units with respect to such numbers of shares of Stock as determined in accordance with the rules of the program established by the Committee and having such other terms and conditions as established by the Committee.
 

 
27
 

(b) Participants designated by the Committee who are Insiders or otherwise among a select group of highly compensated Employees may irrevocably elect, prior to a date specified by the Committee, to be granted automatically an Award of Stock Units with respect to such number of shares of Stock and upon such other terms and conditions as established by the Committee in lieu of cash or shares of Stock otherwise issuable to such Participant upon the settlement of a Performance Award or Performance Unit.
 
12.2 Terms and Conditions of Deferred Compensation Awards.  Deferred Compensation Awards granted pursuant to this Section 12 shall be evidenced by Award Agreements in such form as the Committee shall from time to time establish.  No such Deferred Compensation Award or purported Deferred Compensation Award shall be a valid and binding obligation of the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Deferred Compensation Awards may incorporate all or any of the terms of the Plan by reference and shall comply with and be subject to the following terms and conditions:
 
(a) Vesting Conditions.  Deferred Compensation Awards shall not be subject to any vesting conditions.
 
(b) Terms and Conditions of Stock Units.
 
(i) Voting Rights, Dividend Equivalent Rights and Distributions.  Participants shall have no voting rights with respect to shares of Stock represented by Stock Units until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  However, a Participant shall be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Stock having a record date prior to the date on which Stock Units held by such Participant are settled.  Such Dividend Equivalents shall be paid by crediting the Participant with additional whole and/or fractional Stock Units as of the date of payment of such cash dividends on Stock.  The method of determining the number of additional Stock Units to be so credited shall be specified by the Committee and set forth in the Award Agreement.  Such additional Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Stock Units originally subject to the Stock Unit Award.  In the event of a dividend or distribution paid in shares of Stock or any other adjustment made upon a change in the capital structure of the Company as described in Section 4.2, appropriate adjustments shall be made in the Participant’s Stock Unit Award so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the shares of Stock issuable upon settlement of the Award.
 
(ii) Settlement of Stock Unit Awards.  A Participant electing to receive an Award of Stock Units pursuant to this Section 12, shall specify at the time of such election a settlement date with respect to such Award in accordance with rules established by the Committee.  The Company shall issue to the Participant upon the earlier of the settlement date elected by the Participant or the date of the Participant’s Separation from Service, a number of whole shares of Stock equal to the number of whole Stock Units subject to the Stock Unit Award.  Such shares of Stock shall be fully vested, and the Participant shall not be required to
 

 
28
 

pay any additional consideration (other than applicable tax withholding) to acquire such shares.  Any fractional Stock Unit subject to the Stock Unit Award shall be settled by the Company by payment in cash of an amount equal to the Fair Market Value as of the payment date of such fractional share.
 
(iii) Nontransferability of Stock Unit Awards.  Prior to their settlement in accordance with the provision of the Plan, no Stock Unit Award shall be subject in any manner to anticipation, alienation, sale, exchange, transfer, assignment, pledge, encumbrance, or garnishment by creditors of the Participant or the Participant’s beneficiary, except transfer by will or by the laws of descent and distribution.  All rights with respect to a Stock Unit Award granted to a Participant hereunder shall be exercisable during his or her lifetime only by such Participant or the Participant’s guardian or legal representative.
 
13. Other Stock-Based Awards.
 
In addition to the Awards set forth in Sections 6 through 12 above, the Committee, in its sole discretion, may carry out the purpose of this Plan by awarding Stock-Based Awards as it determines to be in the best interests of the Company and subject to such other terms and conditions as it deems necessary and appropriate.
 
14. Change in Control.
 
14.1 Effect of Change in Control on Options and SARs.  In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under outstanding Options or SARs or substitute for outstanding Options or SARs substantially equivalent options or SARs covering the Acquiror’s stock.  Any Options or SARs which are neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the Change in Control shall, contingent on the Change in Control, become fully vested and exercisable immediately prior to the Change in Control.  Options and SARs which are assumed or continued in connection with a Change in Control shall be subject to such additional accelerated vesting and/or exercisability in connection with the Participant’s subsequent termination of Service as the Board may determine.
 
14.2 Effect of Change in Control on Other Awards.  In the event of a Change in Control, the Acquiror may, without the consent of any Participant, either assume or continue the Company’s rights and obligations under outstanding Awards other than Options or SARs or substitute for such Awards substantially equivalent Awards covering the Acquiror’s stock.  Any such Awards which are neither assumed or continued by the Acquiror in connection with the Change in Control shall, contingent on the Change in Control, become fully vested.  Awards which are assumed or continued in connection with a Change in Control shall be subject to such additional accelerated vesting or lapse of restrictions in connection with the Participant’s subsequent termination of Service as the Board may determine.
 
14.3 Nonemployee Director Awards.  Notwithstanding the foregoing, Nonemployee Director Awards shall be subject to the terms of Section 7, and not this Section 14.
 

 
29
 

15. Compliance with Securities Law.
 
The grant of Awards and the issuance of shares of Stock pursuant to any Award shall be subject to compliance with all applicable requirements of federal, state and foreign law with respect to such securities and the requirements of any stock exchange or market system upon which the Stock may then be listed.  In addition, no Award may be exercised or shares issued pursuant to an Award unless (a) a registration statement under the Securities Act shall at the time of such exercise or issuance be in effect with respect to the shares issuable pursuant to the Award or (b) in the opinion of legal counsel to the Company, the shares issuable pursuant to the Award may be issued in accordance with the terms of an applicable exemption from the registration requirements of the Securities Act.  The inability of the Company to obtain from any regulatory body having jurisdiction the authority, if any, deemed by the Company’s legal counsel to be necessary to the lawful issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the failure to issue or sell such shares as to which such requisite authority shall not have been obtained.  As a condition to issuance of any Stock, the Company may require the Participant to satisfy any qualifications that may be necessary or appropriate, to evidence compliance with any applicable law or regulation and to make any representation or warranty with respect thereto as may be requested by the Company.
 
16. Tax Withholding.
 
16.1 Tax Withholding in General.  The Company shall have the right to deduct from any and all payments made under the Plan, or to require the Participant, through payroll withholding, cash payment or otherwise, including by means of a Cashless Exercise or Net Exercise of an Option, to make adequate provision for, the federal, state, local and foreign taxes, if any, required by law to be withheld by the Participating Company Group with respect to an Award or the shares acquired pursuant thereto.  The Company shall have no obligation to deliver shares of Stock, to release shares of Stock from an escrow established pursuant to an Award Agreement, or to make any payment in cash under the Plan until the Participating Company Group’s tax withholding obligations have been satisfied by the Participant.
 
16.2 Withholding in Shares.  The Company shall have the right, but not the obligation, to deduct from the shares of Stock issuable to a Participant upon the exercise or settlement of an Award, or to accept from the Participant the tender of, a number of whole shares of Stock having a Fair Market Value, as determined by the Company, equal to all or any part of the tax withholding obligations of the Participating Company Group.  The Fair Market Value of any shares of Stock withheld or tendered to satisfy any such tax withholding obligations shall not exceed the amount determined by the applicable minimum statutory withholding rates.
 
17. Amendment or Termination of Plan.
 
The Board or the Committee may amend, suspend or terminate the Plan at any time.  However, without the approval of the Company’s shareholders, there shall be (a) no increase in the maximum aggregate number of shares of Stock that may be issued under the Plan (except by operation of the provisions of Section 4.2), (b) no change in the class of persons eligible to receive Incentive Stock Options, and (c)  no other amendment of the Plan that would require approval of the Company’s shareholders under any applicable law, regulation or rule.
 

 
30
 

Notwithstanding the foregoing, only the Board may amend Section 7.  No amendment, suspension or termination of the Plan shall affect any then outstanding Award unless expressly provided by the Board or the Committee.  In any event, no amendment, suspension or termination of the Plan may adversely affect any then outstanding Award without the consent of the Participant unless necessary to comply with any applicable law, regulation or rule.
 
18. Miscellaneous Provisions.
 
18.1 Repurchase Rights.  Shares issued under the Plan may be subject to one or more repurchase options, or other conditions and restrictions as determined by the Committee in its discretion at the time the Award is granted.  The Company shall have the right to assign at any time any repurchase right it may have, whether or not such right is then exercisable, to one or more persons as may be selected by the Company.  Upon request by the Company, each Participant shall execute any agreement evidencing such transfer restrictions prior to the receipt of shares of Stock hereunder and shall promptly present to the Company any and all certificates representing shares of Stock acquired hereunder for the placement on such certificates of appropriate legends evidencing any such transfer restrictions.
 
18.2 Provision of Information.  Each Participant shall be given access to information concerning the Company equivalent to that information generally made available to the Company’s common shareholders.
 
18.3 Rights as Employee, Consultant or Director.  No person, even though eligible pursuant to Section 5, shall have a right to be selected as a Participant, or, having been so selected, to be selected again as a Participant.  Nothing in the Plan or any Award granted under the Plan shall confer on any Participant a right to remain an Employee, Consultant or Director or interfere with or limit in any way any right of a Participating Company to terminate the Participant’s Service at any time.  To the extent that an Employee of a Participating Company other than the Company receives an Award under the Plan, that Award shall in no event be understood or interpreted to mean that the Company is the Employee’s employer or that the Employee has an employment relationship with the Company.
 
18.4 Rights as a Shareholder.  A Participant shall have no rights as a shareholder with respect to any shares covered by an Award until the date of the issuance of such shares (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).  No adjustment shall be made for dividends, distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 4.2 or another provision of the Plan.
 
18.5 Fractional Shares.  The Company shall not be required to issue fractional shares upon the exercise or settlement of any Award.
 
18.6 Severability.  If any one or more of the provisions (or any part thereof) of this Plan shall be held invalid, illegal or unenforceable in any respect, such provision shall be modified so as to make it valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions (or any part thereof) of the Plan shall not in any way be affected or impaired thereby.
 

 
31
 

18.7 Beneficiary Designation.  Subject to local laws and procedures, each Participant may file with the Company a written designation of a beneficiary who is to receive any benefit under the Plan to which the Participant is entitled in the event of such Participant’s death before he or she receives any or all of such benefit.  Each designation will revoke all prior designations by the same Participant, shall be in a form prescribed by the Company, and will be effective only when filed by the Participant in writing with the Company during the Participant’s lifetime.  If a married Participant designates a beneficiary other than the Participant’s spouse, the effectiveness of such designation may be subject to the consent of the Participant’s spouse.  If a Participant dies without an effective designation of a beneficiary who is living at the time of the Participant’s death, the Company will pay any remaining unpaid benefits to the Participant’s legal representative.
 
18.8 Unfunded Obligation.  Participants shall have the status of general unsecured creditors of the Company.  Any amounts payable to Participants pursuant to the Plan shall be unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the Employee Retirement Income Security Act of 1974.  No Participating Company shall be required to segregate any monies from its general funds, or to create any trusts, or establish any special accounts with respect to such obligations.  The Company shall retain at all times beneficial ownership of any investments, including trust investments, which the Company may make to fulfill its payment obligations hereunder.  Any investments or the creation or maintenance of any trust or any Participant account shall not create or constitute a trust or fiduciary relationship between the Committee or any Participating Company and a Participant, or otherwise create any vested or beneficial interest in any Participant or the Participant’s creditors in any assets of any Participating Company.  The Participants shall have no claim against any Participating Company for any changes in the value of any assets which may be invested or reinvested by the Company with respect to the Plan.  Each Participating Company shall be responsible for making benefit payments pursuant to the Plan on behalf of its Participants or for reimbursing the Company for the cost of such payments, as determined by the Company in its sole discretion.  In the event the respective Participating Company fails to make such payment or reimbursement, a Participant’s (or other individual’s) sole recourse shall be against the respective Participating Company, and not against the Company.  A Participant’s acceptance of an Award pursuant to the Plan shall constitute agreement with this provision.
 
18.9 Choice of Law.  Except to the extent governed by applicable federal law, the validity, interpretation, construction and performance of the Plan and each Award Agreement shall be governed by the laws of the State of California, without regard to its conflict of law rules.
 
18.10 Section 409A of the Code.  Notwithstanding anything to the contrary in the Plan, to the extent any Award payable in connection with a Participant's Separation from Service constitutes deferred compensation subject to (and not exempt from) Section 409A of the Code and (ii) the Participant is deemed at the time of such separation to be a “specified employee" under Section 409A of the Code and the Treasury regulations thereunder, then payment shall not be made or commence until the earlier of (i) six (6)-months after such Separation from Service or (ii) the date of the Participant’s death following such Separation from Service; provided, however, that such delay shall only be effected to the extent required to avoid adverse tax treatment to the Participant, including (without limitation) the additional twenty percent (20%)
 

 
32
 

tax for which the Participant would otherwise be liable under Section 409A(a)(1)(B) of the Code in the absence of such delay.  Upon the expiration of the applicable delay period, any payment which would have otherwise been paid during that period (whether in a single sum or in installments) in the absence of this paragraph shall be paid to the Participant or the Participant’s beneficiary in one lump sum on the first business day immediately following such delay.
 

 

 

 


 
33
 

PLAN HISTORY AND NOTES TO COMPANY

December 15, 2004
Board adopts Plan with a reserve of 12 million shares.
   
April 20, 2005
Shareholders approve Plan.
   
January 1, 2006
Plan Effective Date
   
February 15, 2006
Change in control provisions are amended
   
December 20, 2006
Board amends Section 7 containing the terms for automatic awards for Non-Employee Directors, effective January 1, 2007
   
October 17, 2007
Board amends Section 7 as follows:
Define “Grant Date” for a particular calendar year as the first business day in March of that calendar year.  Previously, the grant date for awards in 2006 and 2007 was the first business day in January of that particular calendar year.  This amendment becomes effective starting with grants for 2008.
Amend the basis for calculating the per share value of stock option awards, so it is based on the average closing price of Stock during the months of November, December, and January preceding the grant.  Previously, the per share value of stock options awards for grants in 2006 and 2007 was based on the average closing price of Stock during the preceding month of November.  This amendment becomes effective starting with grants for 2008.
Clarify the language for settling restricted stock awards upon a Nonemployee Director’s retirement from the Board, to indicate that shares credited to a Nonemployee Director’s Restricted Stock Unit account may be settled after a Nonemployee Director ceases to be a member of the Board of Directors following five years of service on the Board.
   
September 17, 2008
Board amends Section 7 containing the terms for automatic awards for Nonemployee Directors, effective January 1, 2009, to increase the total value of annual equity awards to Nonemployee Directors from $80,000 to $90,000.  Of this amount, $45,000 of equity awards shall be Restricted Stock, and the remaining $45,000 shall be a mixture of Options and Restricted Stock Units, consistent with the Plan and with each Nonemployee Director’s election.
   
Effective January 1, 2009
Plan is amended to comply with the final regulations under Section 409A of the Code
 
 
i
 
   
February 18, 2009
Plan is amended to delay grant and pricing of 2009 grants for non-employee directors, to be consistent with 2009 grants to employees.
   
December 16, 2009
Plan is amended to (1) establish March 10, 2010 as the date of grant of 2010 Plan awards for non-employee directors and calculate the number of shares of restricted stock and restricted stock units (RSUs) to be awarded based upon the average closing price of PG&E Corporation common stock over the five trading days on March 4 through March 10, 2010, and (2) beginning in March 2011, establish that the date of grant of Plan awards for non-employee directors and the price of PG&E Corporation common stock to be used to calculate the number of shares of restricted stock and RSUs to be awarded to non-employee directors be the same as the date of grant and stock price used for the annual LTIP awards for employees.

 
ii
 


EX-10.54 7 ex1054.htm PG&E CORPORATION AND PG&E EXECUTIVE COMPENSATION RECOUPMENT POLICY ex1054.htm
 
 
Exhibit 10.54               

PG&E Corporation and Pacific Gas and Electric Company
Executive Incentive Compensation Recoupment Policy
Effective February 17, 2010
 
The PG&E Corporation Executive Incentive Compensation Recoupment Policy (Policy) applies if either PG&E Corporation or Pacific Gas and Electric Company (each a Company) restates financial statements that were filed with the Securities and Exchange Commission (SEC) within the three years preceding the restatement.
 
Under the proposed Policy, if either Company restates its financial statements with respect to any fiscal year within the three-year period preceding the filing of the restatement (a Restatement Year), the PG&E Corporation Compensation Committee (Compensation Committee) and, if applicable, the Board of Directors of that Company may, in good faith exercise of their reasonable discretion and to the extent permitted by law, seek recoupment of performance-based short-term and long-term incentive compensation previously provided with respect to a Restatement Year to any individual who served as a Section 16 Officer 1 of that Company during that Restatement Year.
 
The Compensation Committee and, if applicable, each Company’s Board may exercise their discretion to recoup performance-based incentive compensation that:
 
·  
was previously provided with respect to a Restatement Year to any individual who was a Section 16 Officer of PG&E Corporation or Pacific Gas and Electric Company during such a Restatement Year, and
 
·  
is no greater than the difference between the amount of performance-based short-term and long-term incentive compensation previously provided to such Section 16 Officer and the lower payment that would have been received by that Section 16 Officer if the financial statements had originally been filed as subsequently restated (with the Compensation Committee and, if applicable, the Board, exercising discretion regarding whether to adjust the values to account for the tax consequences to the Section 16 Officer) and
 
·  
was paid after the effective date of this Policy.
 
The Boards of Directors of each Company delegate the administration of the Policy to the Compensation Committee, including authority to determine whether or not to seek recoupment of compensation, except that decisions will be made by each Board of Directors with respect to that particular Company’s Chief Executive Officer.2
 

 
1
“Section 16 Officer” includes an “officer” of either Company who is subject to the reporting and short swing profit liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
 
2
The Board of Directors shall make this determination with respect to the Company’s President, in the event the chief executive officer position is not occupied.

 
 
 

EX-12.1 8 ex1201.htm COMP. OF RATIOS OF EARNINGS TO FIXED CHARGES FOR PG&E ex1201.htm

EXHIBIT 12.1
PACIFIC GAS AND ELECTRIC COMPANY
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

 
Year ended December 31,
 
2009
2008
2007
2006
2005
Earnings:
          
Net income
$1,250  
$1,199  
$1,024  
$985  
$934  
Adjustments for income or loss from equity investees of less than 100% owned affiliates and the Company's equity in undistributed income (losses) of less than 50% owned affiliates
-  
-  
-  
-  
-  
Income taxes provision
482  
488  
571  
602  
574  
Fixed charges
817  
860  
889  
801  
589  
Total Earnings
$2,549  
$2,547  
$2,484  
$2,388  
$2,097  
Fixed Charges:
          
Interest on short-term borrowings and long-term debt, net
754  
$794  
$834  
$770  
$573  
Interest on capital leases
19  
22  
23  
11  
1  
AFUDC debt
44  
44  
32  
20  
15  
Earnings required to cover the preferred stock dividend and preferred security distribution requirements of majority owned trust
-  
-  
-  
-  
-  
Total Fixed Charges
$817  
$860  
$889  
$801  
$589  
Ratios of Earnings to
Fixed Charges
3.12  
2.96  
2.79  
2.98  
3.56  

Note:
For the purpose of computing Pacific Gas and Electric Company’s ratios of earnings to fixed charges, “earnings” represent net income adjusted for the income or loss from equity investees of less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and fixed charges (excluding capitalized interest).  “Fixed charges” include interest on long-term debt and short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, AFUDC debt, and earnings required to cover the preferred stock dividend requirements and preferred security distribution requirements of majority-owned trust.  Fixed charges exclude interest on tax liabilities.


 EX-12.2 9 ex1202.htm COMP. OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK FOR PG&E ex1202.htm .

EXHIBIT 12.2
PACIFIC GAS AND ELECTRIC COMPANY
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

 
Year ended December 31,
Earnings:
2009
2008
2007
2006
2005
Net income
$1,250  
$1,199  
$1,024  
$985  
$934  
Adjustments for income or loss from equity investees of less than 100% owned affiliates and the Company's equity in undistributed income (losses) of less than 50% owned affiliates
-  
-  
-  
-  
-  
Income taxes provision
482  
488  
571  
602  
574  
Fixed charges
817  
860  
889  
801  
589  
Total Earnings
$2,549  
$2,547  
$2,484  
$2,388  
$2,097  
           
Fixed Charges:
          
Interest on short-term borrowings
and long-term debt, net
$754  
$794  
$834  
$770  
$573  
Interest on capital leases
19  
22  
23  
11  
1  
AFUDC debt
44  
44  
32  
20  
15  
Earnings required to cover the preferred stock dividend and preferred security distribution requirements of majority owned trust
-  
-  
-  
  
-  
Total Fixed Charges
$817  
$860  
$889  
$801  
$589  
           
Preferred Stock Dividends:
          
Tax deductible dividends
9  
9  
9  
12  
9  
Pre-tax earnings required to cover
non-tax deductible preferred stock
dividend requirements
7  
7  
8  
3  
12  
           
Total Preferred Stock Dividends
16  
16  
17  
15  
21  
           
Total Combined Fixed Charges
and Preferred Stock Dividends
$833  
$876  
$906  
$816  
$610  
Ratios of Earnings to Combined Fixed Charges and
Preferred Stock Dividends
3.06  
2.91  
2.74  
2.93  
3.44  


Note:
For the purpose of computing Pacific Gas and Electric Company’s ratios of earnings to combined fixed charges and preferred stock dividends, “earnings” represent net income adjusted for the income or loss from equity investees of less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and fixed charges (excluding capitalized interest).  “Fixed charges” include interest on long-term debt and short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, AFUDC debt, and earnings required to cover the preferred stock dividend requirements and preferred security distribution requirements of majority-owned trust. “Preferred stock dividends” represent tax deductible dividends and pre-tax earnings that are required to pay the dividends on outstanding preferred securities.  Fixed charges exclude interest on tax liabilities.
.
 EX-12.3 10 ex1203.htm COMP. OF RATIOS OF EARNINGS TO FIXED CHARGES FOR PG&E CORPORATION ex1203.htm .

EXHIBIT 12.3
PG&E CORPORATION
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

 
Year Ended December 31,
 
2009
2008
2007
2006
2005
Earnings:
          
Incoming from continuing operations
$1,234  
$1,198  
$1,020  
$1,005  
$920  
Income taxes provision
460  
425  
539  
554  
544  
Fixed charges
861  
907  
937  
845  
639  
Pre-tax earnings required to cover
the preferred stock dividend of consolidated subsidiaries
(16) 
(16) 
(17) 
(15) 
(20) 
Total Earnings
$2,539  
$2,514  
$2,479  
$2,389  
$2,083  
Fixed Charges:
          
Interest and amortization of premiums, discounts and capitalized expenses related to short-term borrowings and long-term debt, net
$798  
$825  
$865  
$799  
$603  
Interest on capital leases
19  
22  
23  
11  
1  
AFUDC debt
44  
44  
32  
20  
15  
Pre-tax earnings required to cover
the preferred stock dividend of consolidated subsidiaries
16  
16  
17  
15  
20  
Total Fixed Charges
$877  
$907  
$937  
$845  
$639  
Ratios of Earnings to
Fixed Charges
2.90  
2.77  
2.65  
2.83  
3.26  

Note:
For the purpose of computing PG&E Corporation's ratios of earnings to fixed charges, “earnings” represent income from continuing operations adjusted for income taxes, fixed charges (excluding capitalized interest), and pre-tax earnings required to cover the preferred stock dividend of consolidated subsidiaries.   “Fixed charges” include interest on long-term debt and short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, AFUDC debt, and earnings required to cover preferred stock dividends of consolidated subsidiaries.  Fixed charges exclude interest on tax liabilities.



.
 EX-13 11 ex1300.htm ANNUAL REPORT ex1300.htm


        Exhibit 13
       Contents

PG&E Corporation
Pacific Gas and Electric Company

 
1
 


   
2009
    
2008
    
2007
    
2006
    
2005
  
(in millions, except per share amounts)
                              
PG&E Corporation(1)
For the Year
                              
Operating revenues
   $ 13,399     $ 14,628     $ 13,237     $ 12,539     $ 11,703  
Operating income
     2,299       2,261       2,114       2,108       1,970  
Income from continuing operations
     1,234       1,198       1,020       1,005       920  
Earnings per common share from continuing operations, basic
     3.25       3.23       2.79       2.78       2.37  
Earnings per common share from continuing operations, diluted
     3.20       3.22       2.78       2.76       2.34  
Dividends declared per common share (2)
     1.68       1.56       1.44       1.32       1.23  
At Year-End
                                        
Book value per common share(3)
   $ 26.68     $ 24.64     $ 22.91     $ 21.24     $ 19.94  
Common stock price per share
     44.65       38.71       43.09       47.33       37.12  
Total assets
     42,945       40,860       36,632       34,803       34,074  
Long-term debt (excluding current portion)
     10,381       9,321       8,171       6,697       6,976  
Rate reduction bonds (excluding current portion)
     -       -       -       -       290  
Energy recovery bonds (excluding current portion)
     827       1,213       1,582       1,936       2,276  
Noncontrolling interest – preferred stock of subsidiary
     252       252       252       252       252  
Pacific Gas and Electric Company
For the Year
                                        
Operating revenues
   $ 13,399     $ 14,628     $ 13,238     $ 12,539     $ 11,704  
Operating income
     2,302       2,266       2,125       2,115       1,970  
Income available for common stock
     1,236       1,185       1,010       971       918  
At Year-End
                                        
Total assets
     42,709       40,537       36,310       34,371       33,783  
Long-term debt (excluding current portion)
     10,033       9,041       7,891       6,697       6,696  
Rate reduction bonds (excluding current portion)
     -       -       -       -       290  
Energy recovery bonds (excluding current portion)
     827       1,213       1,582       1,936       2,276  
                                         
(1) Matters relating to discontinued operations are discussed in the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 9 of the Notes to the Consolidated Financial Statements.
  
(2) The Board of Directors of PG&E Corporation declared a cash dividend of $0.30 per quarter for the first three quarters of 2005. In the fourth quarter of 2005, the Board of Directors increased the quarterly cash dividend to $0.33 per share. Beginning in the first quarter of 2007, the Board of Directors increased the quarterly cash dividend to $0.36 per share. Beginning in the first quarter of 2008, the Board of Directors increased the quarterly cash dividend to $0.39 per share. Beginning in the first quarter of 2009, the Board of Directors increased the quarterly cash dividend to $0.42 per share. The Utility paid quarterly dividends on common stock held by PG&E Corporation of $624 million in 2009. The Utility paid quarterly dividends on common stock held by PG&E Corporation and a wholly owned subsidiary aggregating to $589 million in 2008 and $547 million in 2007. See Note 6 of the Notes to the Consolidated Financial Statements.
  
3) Book value per common share includes the effect of participating securities. The dilutive effect of outstanding stock options and restricted stock is further disclosed in Note 8 of the Notes to the Consolidated Financial Statements.
  
   


 
2
 

RESULTS OF OPERATIONS


PG&E Corporation, incorporated in California in 1995, is a holding company whose primary purpose is to hold interests in energy-based businesses.  PG&E Corporation conducts its business principally through Pacific Gas and Electric Company (“Utility”), a public utility operating in northern and central California.  The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers.  PG&E Corporation became the holding company of the Utility and its subsidiaries on January 1, 1997.  Both PG&E Corporation and the Utility are headquartered in San Francisco, California.
 
The Utility served approximately 5.1 million electric distribution customers and approximately 4.3 million natural gas distribution customers at December 31, 2009.  The Utility had $42.7 billion in assets at December 31, 2009 and generated revenues of $13.4 billion in the 12 months ended December 31, 2009.

The Utility is regulated primarily by the California Public Utilities Commission (“CPUC”) and the Federal Energy Regulatory Commission (“FERC”).  In addition, the Nuclear Regulatory Commission (“NRC”) oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities.  The CPUC has jurisdiction over the rates and terms and conditions of service for the Utility’s electric and natural gas distribution operations, electric generation, and natural gas transportation and storage.  The FERC has jurisdiction over the rates and terms and conditions of service governing the Utility’s electric transmission operations and over the rates and terms and conditions of service governing the Utility on its interstate natural gas transportation contracts.  Before setting rates, the CPUC and the FERC determine the annual amount of revenue (“revenue requirements”) that the Utility is authorized to collect from its customers to recover its reasonable operating and capital costs of providing utility services.  The authorized revenue requirements also provide the Utility an opportunity to earn a return on “rate base,” the Utility’s net investment in facilities, equipment, and other property used or useful in providing utility service to its customers.  The CPUC requires the Utility to maintain a certain capital structure (i.e., the relative weightings of common equity, preferred equity, and debt) when financing its rate base and authorizes the Utility to earn a specific rate of return on each capital component.

The Utility’s ability to recover the revenue requirements, authorized by the CPUC in the general rate case (“GRC”), does not depend on the volume of the Utility’s sales of electricity and natural gas services. This “decoupling” of revenues and sales eliminates volatility in the revenues earned by the Utility due to fluctuations in customer demand.  However, fluctuations in operating and maintenance costs may impact the Utility’s ability to earn its authorized rate of return. Generally, the Utility’s recovery of its FERC-authorized revenue requirements can vary with the volume of electricity sales.  A portion of the Utility’s CPUC-authorized revenue requirements for its natural gas transportation and storage services also depends on the volume of natural gas transported and the extent to which the Utility provides firm transmission services.

The Utility also collects additional revenue requirements to recover certain costs that the Utility has been authorized to pass on to customers, including costs to purchase electricity and natural gas; to fund public purpose, demand response, and customer energy efficiency programs; and to recover certain capital expenditures.  The Utility’s ability to recover these costs is not dependent on the volume of the Utility’s sales.  Therefore, although the timing and amount of these costs can impact the Utility’s revenue, these costs generally do not impact earnings.

The Utility’s revenues and earnings also are affected by incentive ratemaking mechanisms that adjust rates depending on the extent the Utility meets certain performance criteria.

The Utility uses regulatory balancing accounts primarily to accumulate differences between actual billed and unbilled revenues and the Utility’s authorized revenue requirements for the period.  The Utility also uses regulatory balancing accounts to accumulate differences between incurred costs and actual billed and unbilled revenues, as well as differences between incurred costs and authorized revenue meant to recover those costs.  The CPUC periodically authorizes adjustments to electric and natural gas rates to (1) reflect over- and under-collections in the Utility’s major electric and natural gas balancing accounts, and (2) implement various other electric and natural gas revenue requirement changes authorized by the CPUC and the FERC.  Generally, these rate changes become effective on the first day of the following year.  Balances in all CPUC-authorized accounts are subject to review, verification audit, and adjustment, if necessary, by the CPUC.

This is a combined annual report of PG&E Corporation and the Utility, and includes separate Consolidated Financial Statements for each of these two entities.  PG&E Corporation’s Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries.  The Utility’s Consolidated Financial Statements include the accounts of the Utility and its wholly owned and controlled subsidiaries as well as the accounts of variable interest entities for which the Utility absorbs a majority of the risk of loss or gain.  This combined Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) of PG&E Corporation and the Utility should be read in conjunction with the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in this annual report.

3
Summary of Changes in Earnings per Common Share and Income Available for Common Shareholders for 2009

PG&E Corporation’s diluted earnings per common share (“EPS”) for 2009 were $3.20 per share, compared to $3.63 per share for 2008.  PG&E Corporation’s 2009 income available for common shareholders decreased by $118 million, or 9%, to $1,220 million, compared to 2008 income available for common shareholders of $1,338 million.  The decrease in diluted EPS and income available for common shareholders in 2009 as compared to 2008 is primarily due to (1) $257 million of net income recognized in 2008 resulting from a settlement of tax audits for 2001 through 2004, and (2) $59 million, after tax, attributable to costs to perform accelerated natural gas leak surveys and associated remedial work.  These decreases were partially offset by (1) a $91 million, after tax, increase due to the Utility’s return on equity (“ROE”) earned on higher authorized capital investment, and (2) a tax benefit of $66 million associated with the settlement of tax refund claims involving the 1998 and 1999 tax years.

Key Factors Affecting Results of Operations and Financial Condition

PG&E Corporation’s and the Utility’s results of operations and financial condition depend primarily on whether the Utility is able to operate its business within authorized revenue requirements, recover its authorized costs timely, and earn its authorized rate of return.  A number of factors have had, or are expected to have, a significant impact on PG&E Corporation’s and the Utility’s results of operations and financial condition, including:

·
The Outcome of Regulatory Proceedings and the Impact of Ratemaking Mechanisms.  Most of the Utility’s revenue requirements are set by the CPUC in the GRC, which occurs generally every three years.  The FERC authorizes the Utility’s revenue requirements in annual transmission owner (“TO”) rate cases.  During 2010, the CPUC will determine the amount of revenue requirements the Utility is authorized to recover beginning in 2011 for its electric and natural gas distribution operations and its electric generation operations in the 2011 GRC, and for its natural gas transportation and storage services in the Gas Transmission and Storage Rate Case.  In addition, the FERC will determine the amount of electric transmission revenues the Utility can recover beginning in March 2011.  The decisions issued in the three associated rate cases will determine the majority of the Utility’s revenue requirements for 2011 and future years.  (See “Regulatory Matters” below for a discussion of the Utility’s 2011–2013 GRC, the 2011–2014 Gas Transmission and Storage Rate Case, the 2011 TO rate case, and other proceedings.)  In addition, the Utility frequently files separate applications requesting the CPUC or the FERC to authorize additional revenue requirements for specific capital expenditure projects such as new power plants, new or upgraded natural gas or electric transmission facilities, the installation of an advanced metering infrastructure, and other infrastructure improvements.  (See “Capital Expenditures” below.)  The outcome of these regulatory proceedings can be affected by many factors, including general economic conditions, the level of rates, and political and regulatory policies.
   
·
The Ability of the Utility to Control Costs While Improving Operational Efficiency and Reliability.  The Utility’s revenue requirements in the GRC and TO rate case are generally set at a level to allow the Utility the opportunity to recover its basic forecasted operating expenses as well as to earn an ROE and recover depreciation, tax, and interest expense associated with authorized capital expenditures.  Differences in the amount or timing of forecasted and actual operating expenses and capital expenditures can affect the Utility’s ability to earn its CPUC-authorized rate of return and the amount of PG&E Corporation’s income available for common shareholders.  The Utility also seeks to make the amount and timing of its capital expenditures consistent with budgeted amounts and timing.  When capital expenditures are higher than authorized levels, the Utility incurs associated depreciation, property tax, and interest expense but does not recover GRC or TO revenues to fully offset these expenses or earn an ROE until the increased capital expenditures are added to rate base in future rate cases.  Items that could cause higher expenses than provided for in the last GRC primarily relate to the Utility’s efforts to maintain its aging electric and natural gas systems’ infrastructure, to improve the reliability and safety of its electric and natural gas system, and to improve its information technology infrastructure, support, and security.  The Utility continually seeks to achieve operational efficiencies and improve reliability while creating future sustainable cost savings to offset these higher anticipated expenses.  (See “Results of Operations” below.)
   
·
Capital Structure and Financing.  The CPUC has authorized a capital structure for the Utility’s electric and natural gas distribution and electric generation rate base that consists of 52% common equity and 48% debt and preferred stock.  This authorized capital structure will remain in effect through 2012.  The CPUC also has authorized the Utility to earn a rate of return on each component of its capital structure, including an ROE of 11.35%.  These rates will remain in effect through 2010.  The rates for 2011 and 2012 are subject to an annual adjustment mechanism that will be triggered if the 12-month October-through-September average yield for the applicable Moody’s Investors Service (“Moody’s”) utility bond index increases or decreases by more than 1% as compared to the applicable benchmark.  The amount of the Utility’s authorized equity earnings is determined by the 52% equity component, the 11.35% ROE, and the aggregate amount of rate base authorized by the CPUC.  The rate of return that the Utility earns on its FERC-jurisdictional rate base is not specifically authorized, but rates are designed to allow the Utility to earn a reasonable rate of return.  The Utility’s actual equity earnings could be more or less based on a number of factors, including the timing and amount of operating costs and capital expenditures.  The CPUC periodically authorizes the aggregate amount of long-term debt and short-term debt that the Utility may issue and authorizes the Utility to recover its related debt financing costs.  The timing and amount of the Utility’s future financing will depend on various factors, as discussed in “Liquidity and Financial Resources” below.  PG&E Corporation regularly contributes equity to the Utility to maintain the Utility’s CPUC-authorized capital structure.  PG&E Corporation may issue debt or equity in the future to fund these equity contributions.

4

This combined annual report and the letter to shareholders that accompanies it contain forward-looking statements that are necessarily subject to various risks and uncertainties.  These statements are based on current estimates, expectations, and projections about future events and assumptions regarding these events and management’s knowledge of facts as of the date of this report.  These forward-looking statements relate to, among other matters, estimated capital expenditures, estimated environmental remediation liabilities, estimated tax liabilities, the anticipated outcome of various regulatory and legal proceedings, estimated future cash flows, and the level of future equity or debt issuances, and are also identified by words such as “assume,” “expect,” “intend,” “plan,” “project,” “believe,” “estimate,” “target,” “predict,” “anticipate,” “aim,” “may,” “might,” “should,” “would,” “could,” “goal,” “potential,” and similar expressions.  PG&E Corporation and the Utility are not able to predict all the factors that may affect future results.  Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

·
the Utility’s ability to manage capital expenditures and its operating and maintenance expenses within authorized levels;
   
·
the outcome of pending and future regulatory proceedings and whether the Utility is able to timely recover its costs through rates;
   
·
the adequacy and price of electricity and natural gas supplies, and the ability of the Utility to manage and respond to the volatility of the electricity and natural gas markets, including the ability of the Utility and its counterparties to post or return collateral;
   
·
explosions, fires, accidents, mechanical breakdowns, the disruption of information technology and systems, and similar events that may occur while operating and maintaining an electric and natural gas system in a large service territory with varying geographic conditions that can cause unplanned outages, reduce generating output, damage the Utility’s assets or operations, subject the Utility to third-party claims for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory fines or penalties on the Utility;
   
·
the impact of storms, earthquakes, floods, drought, wildfires, disease, and similar natural disasters, or acts of terrorism or vandalism, that affect customer demand or that damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies;
   
·
the potential impacts of climate change on the Utility’s electricity and natural gas businesses;
   
·
changes in customer demand for electricity and natural gas resulting from unanticipated population growth or decline, general economic and financial market conditions, changes in technology that include the development of alternative technologies that enable customers to increase their reliance on self-generation, or other reasons;
   
·
the occurrence of unplanned outages at the Utility’s two nuclear generating units at the Diablo Canyon Power Plant (“Diablo Canyon”), the availability of nuclear fuel, the outcome of the Utility’s application to renew the operating licenses for Diablo Canyon, and potential changes in laws or regulations promulgated by the NRC or other environmental agencies with respect to the storage of spent nuclear fuel, security, safety, or other matters associated with the operations at Diablo Canyon;
   
·
whether the Utility can maintain the cost savings that it has recognized from operating efficiencies that it has achieved and identify and successfully implement additional sustainable cost-saving measures;
   
·
whether the Utility earns incentive revenues or incurs obligations under incentive ratemaking mechanisms, such as the CPUC’s incentive ratemaking mechanism relating to energy savings achieved through implementation of the utilities’ customer energy efficiency programs;
   
·
the impact of federal or state laws, or their interpretation, on energy policy and the regulation of utilities and their holding companies;
   
·
whether the new day-ahead, hour-ahead, and real-time wholesale electricity markets established by the California Independent System Operator (“CAISO”) that became operational on April 1, 2009 will continue to function effectively and whether the Utility can successfully implement “dynamic pricing” by offering electric rates that can vary with the customer’s time of use and are more closely aligned with wholesale electricity prices;
   
·
how the CPUC administers the conditions imposed on PG&E Corporation when it became the Utility’s holding company;
 
5
   
·
the extent to which PG&E Corporation or the Utility incurs costs and liabilities in connection with litigation that are not recoverable through rates, from insurance, or from other third parties;
   
·
the ability of PG&E Corporation, the Utility, and counterparties to access capital markets and other sources of credit in a timely manner on acceptable terms;
   
·
the impact of environmental laws and regulations and the costs of compliance and remediation;
   
·
the loss of customers due to municipalization of the Utility’s electric distribution facilities, the level of  “direct access” by which consumers procure electricity from alternative energy providers, implementation of “community choice aggregation,” which permits cities and counties to purchase and sell electricity for their local residents and businesses, or other forms of bypass; and
   
·
the outcome of federal or state tax audits and the impact of changes in federal or state tax laws, policies, or regulations.

For more information about the significant risks that could affect the outcome of these forward-looking statements and PG&E Corporation’s and the Utility’s future financial condition and results of operations, see the discussion in the section entitled “Risk Factors” below.  PG&E Corporation and the Utility do not undertake an obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.

 
6
 


The table below details certain items from the accompanying Consolidated Statements of Income for 2009, 2008, and 2007:

   
Year ended December 31,
  
   
2009
    
2008
    
2007
  
(in millions)
                  
Utility
                  
Electric operating revenues
   $ 10,257     $ 10,738     $ 9,481  
Natural gas operating revenues
     3,142       3,890       3,757  
Total operating revenues
     13,399       14,628       13,238  
Cost of electricity
     3,711       4,425       3,437  
Cost of natural gas
     1,291       2,090       2,035  
Operating and maintenance
     4,343       4,197       3,872  
Depreciation, amortization, and decommissioning
     1,752       1,650       1,769  
Total operating expenses
     11,097       12,362       11,113  
Operating income
     2,302       2,266       2,125  
Interest income
     33       91       150  
Interest expense
     (662 )     (698 )     (732 )
Other income, net
     59       28       52  
Income before income taxes
     1,732       1,687       1,595  
Income tax provision
     482       488       571  
Net income
     1,250       1,199       1,024  
Preferred stock dividend requirement
     14       14       14  
Income Available for Common Stock
   $ 1,236     $ 1,185     $ 1,010  
PG&E Corporation, Eliminations, and Other(1) 
                        
Operating revenues
   $ -     $ -     $ (1 )
Operating expenses
     3       5       10  
Operating loss
     (3 )     (5 )     (11 )
Interest income
     -       3       14  
Interest expense
     (43 )     (30 )     (30 )
Other income (expense), net
     8       (32 )     (9 )
Loss before income taxes
     (38 )     (64 )     (36 )
Income tax benefit
     (22 )     (63 )     (32 )
Loss from continuing operations
     (16 )     (1 )     (4 )
Discontinued operations(2) 
     -       154       -  
Net income (loss)
   $ (16 )   $ 153     $ (4 )
Consolidated Total
                        
Operating revenues
   $ 13,399     $ 14,628     $ 13,237  
Operating expenses
     11,100       12,367       11,123  
Operating income
     2,299       2,261       2,114  
Interest income
     33       94       164  
Interest expense
     (705 )     (728 )     (762 )
Other income (expense), net
     67       (4 )     43  
Income before income taxes
     1,694       1,623       1,559  
Income tax provision
     460       425       539  
Income from continuing operations
     1,234       1,198       1,020  
Discontinued operations(2) 
     -       154       -  
Net income
     1,234       1,352       1,020  
Preferred stock dividend requirement of subsidiary
     14       14       14  
Income Available for Common Shareholders
   $ 1,220     $ 1,338     $ 1,006  
                         
   
(1) PG&E Corporation eliminates all intercompany transactions in consolidation.
  
(2) Discontinued operations reflect items related to PG&E Corporation’s former subsidiary, National Energy & Gas Transmission, Inc. (“NEGT”).
See “PG&E Corporation Eliminations and Other” section in “Results of Operations” for further discussion.
  
7
Utility

The following presents the Utility’s operating results for 2009, 2008, and 2007.

Electric Operating Revenues

The Utility’s electric operating revenues consist of amounts charged to customers for electricity generation and for electric transmission and distribution services, as well as amounts charged to customers to recover the cost of electric procurement, public purpose, energy efficiency, and demand response programs.  The Utility provides electricity to residential, industrial, agricultural, and small and large commercial customers through its own generation facilities and through power purchase agreements with third parties.  In addition, a portion of the Utility’s customers’ demand for electricity (“load”) is satisfied by electricity provided under long-term contracts between the California Department of Water Resources (“DWR”) and various power suppliers.

The following table provides a summary of the Utility’s electric operating revenues:
 
   
2009
    
2008
    
2007
  
(in millions)
                  
Electric revenues
   $ 12,244     $ 12,063     $ 11,710  
DWR pass-through revenues(1)
     (1,987 )     (1,325 )     (2,229 )
     Total electric operating revenues
   $ 10,257     $ 10,738     $ 9,481  
       
(1) The Utility acts as a billing and collection agent on behalf of the DWR and remits the amounts collected from customers to the DWR. The Utility’s electric operating revenues are reflected net of the amounts remitted to the DWR. (See Note 2 of the Notes to the Consolidated Financial Statements.)
  
 
The Utility’s total electric operating revenues decreased by $481 million, or 4%, in 2009 compared to 2008, reflecting a decrease in revenues to recover the cost of electricity procurement (which decreased by $714 million) and the cost of public purpose programs (which decreased by $110 million).  These costs are passed through to customers and do not impact net income.  (See “Cost of Electricity” and “Operating and Maintenance” below.)  Electric operating revenues, excluding items passed through to customers, increased by $343 million.  This was primarily due to $344 million of increases in authorized base revenues consisting of $103 million for the 2009 attrition adjustment, $35 million for the cost of a second refueling outage at Diablo Canyon, and $206 million representing additional authorized revenue requirements to recover the capital costs of new assets placed in service (such as the Gateway Generating Station, the new steam generators at Diablo Canyon Unit 1 and Unit 2, and the SmartMeterTM advanced metering project) and the associated rate of return.  In 2009, the CPUC also authorized the Utility to recover $35 million of costs the Utility incurred during 2000 and 2001 related to efforts taken by the Utility in connection with the proposed divestiture of its hydroelectric generation facilities, as directed by the CPUC.

The Utility’s total electric operating revenues increased by $1,257 million, or 13%, in 2008 compared to 2007, reflecting an increase in revenues to recover the cost of electricity procurement (which increased by $976 million) and the cost of public purpose and energy efficiency programs (which increased by $266 million).  These increases were partially offset by a $276 million decrease in revenue that was recovered in 2007 for the payment of principal and interest related to the rate reduction bonds (“RRBs”) that matured in December 2007.  Costs related to electricity procurement, public purpose programs, and the RRBs are passed through to customers and do not impact net income.  (See “Cost of Electricity” and “Operating and Maintenance” below.)  Electric operating revenues, excluding items passed through to customers, increased by $291 million.  This was primarily due to $255 million of increases in authorized base revenues consisting of $103 million for the 2008 attrition adjustment, $56 million for electric transmission revenues, and $96 million representing additional authorized revenue requirements to recover the capital costs of new assets placed in service (such as the new steam generators at Diablo Canyon Unit 2 and the SmartMeterTM advanced metering project) and the associated rate of return.

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The Utility’s electric operating revenues for 2010 are expected to increase by $68 million due to the attrition adjustment that was authorized by the CPUC in the 2007 GRC.  The Utility’s electric operating revenues for future years are also expected to increase, as authorized by the FERC in the TO rate cases and by the CPUC in the 2011 GRC.  Additionally, the Utility’s future electric operating revenues may be impacted by the revenue requirements to recover certain pension contributions as authorized by the CPUC during 2009.  The Utility also expects to continue to collect revenue requirements related to CPUC-approved capital expenditures outside the GRC, including capital expenditures for the new Utility-owned generation projects and the SmartMeterTM advanced metering project.  Revenues will increase to the extent that the CPUC approves the Utility’s proposals for other capital projects.  Finally, the CPUC has not yet determined how the existing energy efficiency incentive mechanism will be modified, so the amount of incentive revenues the Utility may earn for the implementation of its programs in 2009 and future years is uncertain.  (See “Regulatory Matters” below.)

Cost of Electricity

The Utility’s cost of electricity includes costs to purchase power from third parties, certain transmission costs, the cost of fuel used in its generation facilities, and the cost of fuel supplied to other facilities under tolling agreements.  The Utility’s cost of electricity also includes realized gains and losses on price risk management activities.  (See Notes 10 and 11 of the Notes to the Consolidated Financial Statements.)  The Utility’s cost of electricity is passed through to customers.  The Utility’s cost of electricity excludes non-fuel costs associated with the Utility’s own generation facilities, which are included in Operating and maintenance expense in the Consolidated Statements of Income.  The cost of electricity provided under power purchase agreements between the DWR and various power suppliers is also excluded from the Utility’s cost of electricity.

The following table provides a summary of the Utility’s cost of electricity and the total amount and average cost of purchased power:

   
2009
    
2008
    
2007
  
(in millions)
      
Cost of purchased power
   $ 3,508     $ 4,261     $ 3,288  
Fuel used in own generation facilities
     203       164       149  
      Total cost of electricity
   $ 3,711     $ 4,425     $ 3,437  
Average cost of purchased power per kWh (1)
   $ 0.082     $ 0.089     $ 0.091  
Total purchased power (in millions of kWh)
     42,767       47,668       36,157  
                         
(1) Kilowatt-hour
                        

The Utility’s total cost of electricity decreased by $714 million, or 16%, in 2009 compared to 2008, primarily due to an 8% decrease in the average cost of purchased power and a 10% decrease in the total volume of purchased power.  The decrease in the average cost of purchased power was primarily driven by lower market prices for electricity and gas.  The decrease in the volume of purchased power primarily resulted from an increase in the amount of power generated by facilities owned by the Utility such as the new Gateway Generating Station.  The Utility’s mix of resources is determined by the availability of the Utility’s own electricity generation and the cost-effectiveness of each source of electricity.

The Utility’s total cost of electricity increased by $988 million, or 29%, in 2008 compared to 2007, primarily due to a 32% increase, or an 11,511 million kWh increase, in total volume of purchased power.  Following the DWR’s termination of its power purchase agreement with Calpine Corporation in December 2007, the volume of power provided by the DWR to the Utility’s customers decreased by 8,784 million kWh.  As a result, the Utility was required to increase its purchases of power from third parties to meet customer load.  In addition, the Utility increased its power purchases in 2008 during the scheduled extended outage at Diablo Canyon Unit 2 to replace the four steam generators.  The extended outage lasted from February through mid-April 2008, in comparison to the planned refueling outage of Diablo Canyon Unit 1 that occurred entirely in May 2007.  Increases in market prices during the first half of 2008 were entirely offset by a decrease in market prices during the second half of 2008 and price risk management activity.

Various factors will affect the Utility’s future cost of electricity, including the market prices for electricity and natural gas, the level of hydroelectric and nuclear power that the Utility produces, the cost of procuring more renewable energy, changes in customer demand, and the amount and timing of power purchases needed to replace power previously supplied under the DWR contracts as those contracts expire or are terminated, novated, or renegotiated.

The Utility’s future cost of electricity also may be affected by federal or state legislation or rules that may be adopted to regulate the emissions of greenhouse gases (“GHG”) from the Utility’s electricity generating facilities or the generating facilities from which the Utility procures electricity.  In particular, costs are likely to increase in the future when California’s statewide GHG emissions reduction law is implemented.  (See “Environmental Matters” and “Risk Factors” below.)
 
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Natural Gas Operating Revenues

The Utility sells natural gas and natural gas transportation services.  The Utility’s transportation services are provided by a transmission system and a distribution system.  The transmission system transports gas throughout its service territory for delivery to the Utility’s distribution system, which, in turn, delivers natural gas to end-use customers.  The transmission system also delivers natural gas to large end-use customers who are connected directly to the transmission system.  In addition, the Utility delivers natural gas to off-system markets, primarily in southern California.

The Utility’s natural gas customers consist of two categories: residential and smaller commercial customers known as “core” customers and industrial and larger commercial customers known as “non-core” customers.  The Utility provides natural gas transportation services to all core and non-core customers connected to the Utility’s system in its service territory.  Core customers can purchase natural gas from either the Utility or alternate energy service providers.  The Utility does not procure natural gas for non-core customers.  When the Utility provides both transportation and natural gas supply, the Utility refers to the combined service as “bundled natural gas service.”  In 2009, core customers represented over 99% of the Utility’s total customers and 38% of its total natural gas deliveries, while non-core customers comprised less than 1% of the Utility’s total customers and 62% of its total natural gas deliveries.

The following table provides a summary of the Utility’s natural gas operating revenues:

   
2009
    
2008
    
2007
  
(in millions)
      
Bundled natural gas revenues
   $ 2,794     $ 3,557     $ 3,417  
Transportation service-only revenues
     348       333       340  
Total natural gas operating revenues
   $ 3,142     $ 3,890     $ 3,757  
Average bundled revenue per Mcf(1) of natural gas sold
   $ 11.04     $ 13.52     $ 12.94  
Total bundled natural gas sales (in millions of Mcf)
     253       263       264  
                         
(1) One thousand cubic feet
                        

The Utility’s total natural gas operating revenues decreased by $748 million, or 19%, in 2009 compared to 2008, primarily due to a $799 million decrease in the total cost of natural gas.  This cost is passed through to customers and generally does not impact net income.  (See “Cost of Natural Gas” below.)  Natural gas operating revenues, excluding items passed through to customers, increased by $51 million.  This was primarily due to $53 million of increase in authorized base revenues consisting of $22 million for the 2009 attrition adjustments, $10 million as a result of the 2007 Gas Accord IV Settlement Agreement, and $21 million representing additional authorized revenue requirements to recover the capital costs of new assets placed in service (such as the SmartMeterTM advanced metering project).

The Utility’s natural gas operating revenues increased by $133 million, or 4%, in 2008 compared to 2007, primarily due to an  increase in costs of natural gas of $55 million and public purpose programs of $24 million, which are passed through to customers and generally do not have an impact on earnings.  Natural gas operating revenues, excluding items passed through to customers, increased by $54 million, primarily due to a $22 million increase in base revenue requirements as a result of attrition adjustments authorized in the 2007 GRC and an increase in natural gas revenue requirements of $25 million to fund the SmartMeterTM advanced metering project.

The Utility’s natural gas operating revenues for 2010 are expected to increase by $22 million due to attrition adjustments that were authorized by the CPUC in the 2007 GRC.  The Utility’s future natural gas operating revenues for 2011 through 2014 will depend on the amount of revenue requirements authorized by the CPUC in the Utility’s 2011 GRC and the Gas Transmission and Storage rate case.  (See “Regulatory Matters” below.)  In addition, the Utility expects future natural gas operating revenues to increase to the extent that the CPUC approves the Utility’s separately funded projects.  (See “Capital Expenditures” below.)  Finally, the CPUC has not yet determined how the existing energy efficiency incentive mechanism will be modified, so the amount of incentive revenues that the Utility may earn for the implementation of its programs in 2009 and future years is uncertain.  (See “Regulatory Matters” below.)

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Cost of Natural Gas
 
The Utility’s cost of natural gas includes the purchase costs of natural gas, transportation costs on interstate pipelines, and gas storage costs but excludes the transportation costs on intrastate pipelines for core and non-core customers, which are included in Operating and maintenance expense in the Consolidated Statements of Income.  The Utility’s cost of natural gas also includes realized gains and losses on price risk management activities.  (See Notes 10 and 11 of the Notes to the Consolidated Financial Statements.)

The following table provides a summary of the Utility’s cost of natural gas:

   
2009
    
2008
    
2007
  
(in millions)
      
Cost of natural gas sold
   $ 1,130     $ 1,955     $ 1,859  
Transportation cost of natural gas sold
     161       135       176  
Total cost of natural gas
   $ 1,291     $ 2,090     $ 2,035  
Average cost per Mcf of natural gas sold
   $ 4.47     $ 7.43     $ 7.04  
Total natural gas sold (in millions of Mcf)
     253       263       264  

The Utility’s total cost of natural gas decreased by $799 million, or 38%, in 2009 compared to 2008, primarily due to decreases in the average market price of natural gas.

The Utility’s total cost of natural gas increased by $55 million, or 3%, in 2008 compared to 2007, primarily due to increases in the average market price of natural gas purchased.  The increase was partially offset by a $23 million refund that the Utility received as part of a settlement with TransCanada’s Gas Transmission Northwest Corporation related to 2007 gas transmission capacity rates.

The Utility’s future cost of natural gas will be affected by the market price of natural gas and changes in customer demand.  In addition, the Utility’s future cost of gas may be affected by federal or state legislation or rules to regulate the GHG emissions from the Utility’s natural gas transportation and distribution facilities and from natural gas consumed by the Utility’s customers.

Operating and Maintenance

Operating and maintenance expenses consist mainly of the Utility’s costs to operate and maintain its electricity and natural gas facilities, customer billing and service expenses, the cost of public purpose programs, and administrative and general expenses.  Operating and maintenance expenses are influenced by wage inflation; changes in liabilities for employee benefits; property taxes; the timing and length of Diablo Canyon refueling outages; the occurrence of storms, wildfires, and other events causing outages and damages in the Utility’s service territory; environmental remediation costs; legal costs; materials costs; the level of uncollectible customer accounts; and various other factors.  Although some of the Utility’s operating and maintenance expenses, like the cost of public purpose programs, are passed through to customers and generally do not impact net income, many other expenses are less predictable and less controllable and do impact net income. The Utility’s ability to earn its authorized rate of return depends in large part on the success of its ability to manage these expenses and to achieve operational and cost efficiencies.

The Utility’s operating and maintenance expenses (including costs passed through to customers) increased by $146 million, or 3%, in 2009 compared to 2008.  During 2009, the pass-through costs of public purpose programs decreased by $111 million as compared to the level of program spending in 2008.  Excluding costs passed through to customers, operating and maintenance expenses increased by $257 million, primarily due to approximately $100 million of costs to perform accelerated natural gas leak surveys and associated remedial work, $67 million of employee severance costs incurred due to the reduction of approximately 2% of the Utility’s workforce, $42 million of costs related to the SmartMeterTM advanced metering project, and $35 million of costs for the second refueling outage at Diablo Canyon.  The remaining increase consists primarily of employee wage and benefit costs that were partially offset by lower storm-related costs as compared to 2008 when costs were incurred in connection with the January 2008 winter storm.

The Utility’s operating and maintenance expenses increased by $325 million, or 8%, in 2008 compared to 2007.  This increase reflects a $290 million increase in the cost of public purpose programs compared to the level of spending in 2007, as program spending typically increases in the last year of a three-year program cycle.  Program costs are passed through to customers and generally do not impact net income.  Excluding items passed through to customers, operating and maintenance expenses increased by $35 million, primarily due to $39 million of costs to conduct expanded natural gas leak surveys in parts of the Utility’s service territory and to make related repairs in an effort to improve operating and maintenance processes in the Utility’s natural gas system, $38 million of labor expenses consisting of the labor costs that were incurred in connection with the January 2008 winter storm (there was no similar storm in the same period in 2007), and $10 million of maintenance costs due to the longer duration of the planned outage of Diablo Canyon Unit 2 in 2008 compared to the Diablo Canyon Unit 1 outage in 2007.  These increases were partially offset by a decrease of $12 million of costs as compared to 2007, when the CPUC ordered the Utility to make customer refunds related to billing practices.

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The Utility anticipates that it will incur higher costs in the future to improve the safety and reliability of its electric and natural gas system infrastructure and to maintain its aging electric distribution system.  The Utility also expects that it will incur higher expenses in future periods to obtain permits or comply with permitting requirements, including costs associated with renewing FERC licenses for the Utility’s hydroelectric generation facilities.  Also, in January 2010, the Utility incurred approximately $20 million of additional expenses in connection with winter storms.  To help offset these increased costs, the Utility intends to continue its efforts to identify and implement initiatives to achieve operational efficiencies and to create future sustainable cost savings.

Depreciation, Amortization, and Decommissioning

The Utility’s depreciation and amortization expense consists of depreciation and amortization on plant and regulatory assets, and decommissioning expenses associated with fossil and nuclear decommissioning.  The Utility’s depreciation, amortization, and decommissioning expenses increased by $102 million, or 6%, in 2009 compared to 2008, primarily due to an increase in authorized capital additions and depreciation rate changes.

The Utility’s depreciation, amortization, and decommissioning expenses decreased by $119 million, or 7% in 2008 compared to 2007, mainly due to decreases in amortization expense related to the RRB regulatory asset.  The RRB regulatory asset was fully recovered through rates when the RRBs matured in December 2007; therefore, no amortization was recorded in 2008.  These decreases were partially offset by increases to depreciation expense primarily due to capital additions and depreciation rate changes.

The Utility’s depreciation expense for future periods is expected to increase as a result of an overall increase in capital expenditures and implementation of depreciation rates authorized by the CPUC.  Depreciation expenses in subsequent years will be determined based on rates set by the CPUC in the 2011 GRC and the 2011 Gas Transmission and Storage rate case, and by the FERC in future TO rate cases.

Interest Income

The Utility’s interest income decreased by $58 million, or 64%, in 2009 compared to 2008, primarily due to lower interest rates affecting various regulatory balancing accounts and regulatory assets and lower balances in those accounts.  In addition, interest income decreased due to lower interest rates earned on funds held in escrow pending the disposition of disputed claims that had been made in the Utility’s proceeding under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”).  (See Note 14 of the Notes to the Consolidated Financial Statements for information about the Chapter 11 disputed claims.) These decreases were partially offset by an increase in interest income for the recovery of interest on previously incurred costs related to the Utility’s hydroelectric generation facilities.

The Utility’s interest income decreased by $59 million, or 39%, in 2008 as compared to 2007, when the Utility received $16 million in interest income on a federal tax refund.  In addition, decreases in interest income were due to lower interest rates earned on funds held in escrow related to Chapter 11 disputed claims and a lower escrow balance reflecting settlements of Chapter 11 disputed claims.

The Utility’s interest income in future periods will be primarily affected by changes in the balance of funds held in escrow pending resolution of the Chapter 11 disputed claims, changes in regulatory balancing accounts, and changes in interest rates.

Interest Expense

The Utility’s interest expense decreased by $36 million, or 5%, in 2009 as compared to 2008.  This was primarily attributable to lower interest rates and outstanding balances on liabilities that the Utility incurs interest expense on (such as the liability for Chapter 11 disputed claims and various regulatory balancing accounts).  This decrease was partially offset by higher outstanding balances for long-term debt due to timing of senior note issuances.  (See Note 4 of the Notes to the Consolidated Financial Statements for further discussion.)

The Utility’s interest expense decreased by $34 million, or 5%, in 2008 as compared to 2007, primarily due to a decrease in interest expense accrued on the liability for Chapter 11 disputed claims as the FERC-mandated interest rates declined.  Additionally, interest expense decreased due to the reduction in the outstanding balance of Energy Recovery Bonds (“ERB”) and the maturity of the RRBs in December 2007.  These decreases were partially offset by additional interest expense primarily related to $1.8 billion in senior notes that were issued in March, October, and November 2008.

The Utility’s interest expense in future periods will be impacted by changes in interest rates, changes in the balance of the liability for Chapter 11 disputed claims, changes in regulatory balancing accounts, and changes in the amount of debt outstanding as long-term debt matures and additional long-term debt is issued.  (See “Liquidity and Financial Resources” below.)

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Other Income, Net

The Utility’s other income, net increased by $31 million, or 111%, in 2009 compared to 2008, when the Utility incurred costs to oppose the statewide initiative related to renewable energy (Proposition 7) and the City of San Francisco’s municipalization efforts.  These costs also caused the Utility’s other income, net to decrease by $24 million, or 46%, in 2008 compared to 2007.

The Utility estimates it will incur approximately $25 million to $35 million in 2010 to support a California ballot initiative that proposes to require local governments to gain voter support before using taxpayer money to establish electric service.  These costs will not be recoverable in rates.

Income Tax Provision
 
The Utility’s income tax provision decreased by $6 million, or 1%, in 2009 compared to 2008.  The effective tax rates were 27.8% and 28.9% for 2009 and 2008, respectively.  The lower effective tax rate for 2009 was primarily due to the recognition of California tax and related interest benefits attributable to the settlement of various federal tax issues. (See Note 9 of the Notes to the Consolidated Financial Statements for further discussion.)

The Utility’s income tax provision decreased by $83 million, or 15%, in 2008 compared to 2007.  The effective tax rates were 28.9% and 35.8% for 2008 and 2007, respectively.  The decrease in the effective tax rate for 2008 was primarily due to a settlement of federal tax audits for the tax years 2001 through 2004 and approval by the Internal Revenue Service of the Utility’s change in accounting method for the capitalization of indirect service costs for tax years 2001 through 2004.

PG&E Corporation and the Utility are entitled to a tax-exempt federal subsidy (“Medicare Part D subsidy”) as established by the Medicare Prescription Drug, Improvement, and Modernization Act of 2003. The health care reform legislation proposed by the U.S. Congress would eliminate the tax deduction for the Medicare Part D subsidy included in the Utility’s accrued postretirement medical costs. (See Note 13 of the Notes to the Consolidated Financial Statements for further discussion).  The impact of this legislation could result in a charge to earnings of up to $25 million representing a reduction in tax benefits related to contributions of future subsidies received to the benefit plan trusts.

PG&E Corporation, Eliminations, and Other

Operating Revenues and Expenses

PG&E Corporation’s revenues consist mainly of billings to its affiliates for services rendered, all of which are eliminated in consolidation.  PG&E Corporation’s operating expenses consist mainly of employee compensation and payments to third parties for goods and services.  Generally, PG&E Corporation’s operating expenses are allocated to affiliates.  These allocations are made without mark-up and are eliminated in consolidation.  PG&E Corporation’s interest expense relates to its 9.50% convertible subordinated notes and 5.75% senior notes, and is not allocated to affiliates.

There were no material changes to PG&E Corporation’s operating revenues and expenses in 2009 compared to 2008 and 2008 compared to 2007.

Other Income (Expense), Net

PG&E Corporation’s other income, net increased by $40 million, or 125%, in 2009 compared to 2008, primarily due to investment-related gains in the rabbi trusts established in connection with the non-qualified deferred compensation plans.

PG&E Corporation’s other expense, net increased by $23 million, or 255%, in 2008 compared to 2007, primarily due to an increase in investment losses in the rabbi trusts established in connection with the non-qualified deferred compensation plans.

Income Tax Benefit

PG&E Corporation’s income tax benefit decreased by $41 million, or 65%, in 2009 compared to 2008, primarily due to a settlement of federal tax audits for the tax years 2001 to 2004 in 2008 with no similar adjustment in 2009.

PG&E Corporation’s income tax benefit increased by $31 million, or 97%, in 2008 compared to 2007, primarily due to a settlement of federal tax audits for the tax years 2001 through 2004 in 2008 with no similar adjustment in 2007.

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Discontinued Operations

In the fourth quarter of 2008, PG&E Corporation reached a settlement of federal tax audits of tax years 2001 through 2004 and recognized after-tax income of $257 million, including $154 million related to losses incurred and synthetic fuel tax credits claimed by PG&E Corporation’s former subsidiary, National Energy & Gas Transmission, Inc. (“NEGT”).  As a result, PG&E Corporation recorded $154 million in income from discontinued operations in 2008.  (See Note 9 of the Notes to the Financial Statements for further discussion.)  No similar amount was recognized in 2009.


Overview

The Utility’s ability to fund operations depends on the levels of its operating cash flow and access to the capital markets.  The levels of the Utility’s operating cash and short-term debt fluctuate as a result of seasonal demand for electricity and natural gas, volatility in energy commodity costs, collateral requirements related to price risk management activity, the timing and amount of tax payments or refunds, and the timing and effect of regulatory decisions and financings, among other factors.  The Utility generally utilizes equity contributions from PG&E Corporation and long-term senior unsecured debt issuances to fund debt maturities and capital expenditures and to maintain its CPUC-authorized capital structure.  The Utility relies on short-term debt, including commercial paper, to fund temporary financing needs.  On May 7, 2009, the CPUC increased the Utility’s short-term borrowing authority by $1.5 billion, for an aggregate authority of $4.0 billion, including $500 million that is restricted to certain contingencies.

PG&E Corporation’s ability to fund operations, make scheduled principal and interest payments, refinance debt, fund Utility equity contributions as needed for the Utility to maintain its CPUC-authorized capital structure, and make dividend payments primarily depends on the level of cash distributions received from the Utility and PG&E Corporation’s access to the capital markets.

The following table summarizes PG&E Corporation’s and the Utility’s cash positions:

   
December 31,
  
(in millions)
  
2009
    
2008
  
PG&E Corporation
   $ 193     $ 167  
Utility
     334       52  
Total consolidated cash and cash equivalents
     527       219  
Utility restricted cash
     633       1,290  
Total consolidated cash, including restricted cash
   $ 1,160     $ 1,509  

Restricted cash primarily consists of cash held in escrow pending the resolution of the remaining disputed claims filed in the Utility’s reorganization proceeding under Chapter 11.  PG&E Corporation and the Utility maintain separate bank accounts.  PG&E Corporation and the Utility primarily invest their cash in money market funds.

Credit Facilities

The following table summarizes PG&E Corporation’s and the Utility’s outstanding commercial paper and credit facilities at December 31, 2009:

(in millions)
    
At December 31, 2009
  
Authorized Borrower
Facility
Termination Date
  
Facility Limit
    
Letters of Credit Outstanding
    
Cash Borrowings
    
Commercial Paper Backup
    
Availability
  
PG&E Corporation
Revolving credit facility
February 2012
   $ 187 (1)    $ -     $ -       N/A     $ 187  
Utility
Revolving credit facility
February 2012
     1,940 (2)      252       -     $ 333       1,355  
Total credit facilities
   $ 2,127     $ 252     $ -     $ 333     $ 1,542  
  
                                        
(1) Includes an $87 million sublimit for letters of credit and a $100 million sublimit for “swingline” loans, defined as loans that are made available on a same-day basis and are repayable in full within 30 days.
  
(2) Includes a $921 million sublimit for letters of credit and a $200 million sublimit for swingline loans.
  

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At December 31, 2009, PG&E Corporation and the Utility were in compliance with all covenants under these revolving credit facilities.  (See Note 4 of the Notes to the Consolidated Financial Statements for further detail.)


2009 Financings

The following table summarizes PG&E Corporation’s and the Utility’s debt issuances in 2009:
 
(in millions)
Issue Date
  
Amount
  
PG&E Corporation
        
Senior Notes
        
5.75%, due 2014
March 12
   $ 350  
           
Utility
          
Senior Notes
          
6.25%, due 2039
March 6
     550  
Floating rate, due 2010
June 11
     500  
5.40%, due 2040
November 18
     550  
Total Utility senior notes
       1,600  
Pollution control bonds
          
Series 2009 A and B, variable rates, due 2026
September 1
     149  
Series 2009 C and D, variable rates, due 2016
September 1
     160  
Total pollution control bonds
       309  
Total Utility debt
       1,909  
Total debt issuances in 2009
     $ 2,259  

The net proceeds from the various Utility senior notes in 2009 were used to finance capital expenditures and for general working capital and other corporate purposes.  The net proceeds from the pollution control bonds were used to repurchase the corresponding series of 2008 pollution control bonds.  (See Note 4 of the Notes to the Consolidated Financial Statements for further detail.)

During 2009, PG&E Corporation issued 6,773,290 shares of common stock upon the exercise of employee stock options and under its 401(k) plan and Dividend Reinvestment and Stock Purchase Plan, generating $219 million of cash.  The equity issuances, combined with the proceeds from the issuance of $350 million of senior notes and other funds, allowed PG&E Corporation to contribute $718 million of cash to the Utility in 2009 to ensure that the Utility had adequate capital to fund its capital expenditures and to maintain the 52% common equity ratio authorized by the CPUC.

Future Financing Needs

The amount and timing of the Utility’s future financing needs will depend on various factors, including the conditions in the capital markets, the timing and amount of forecasted capital expenditures, and the amount of cash internally generated through normal business operations, among other factors.  The Utility’s future financing needs will also depend on the timing of the resolution of the Chapter 11 disputed claims and the amount of interest on these claims that the Utility will be required to pay.  (See Note 14 of the Notes to the Consolidated Financial Statements.)

PG&E Corporation may issue debt or equity in the future to fund the Utility’s operating expenses and capital expenditures to the extent that internally generated funds are not available.  Assuming that PG&E Corporation and the Utility can access the capital markets on reasonable terms, PG&E Corporation and the Utility believe that the Utility’s cash flow from operations, existing sources of liquidity, and future financings will provide adequate resources to fund operating activities, meet anticipated obligations, and finance future capital expenditures.

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Credit Ratings

As of January 31, 2010, PG&E Corporation’s and the Utility’s credit ratings from Moody’s and Standard & Poor’s (“S&P”) ratings service were as follows:
 
 
Moody’s
  
S&P
Utility
      
Corporate credit rating
A3
  
BBB+
Senior unsecured debt
A3
  
BBB+ to A-2
Credit facility
A3
  
BBB+
Pollution control bonds backed by letters of credit
Not rated to Aaa/VMIG1
  
AA-/A-1+ to AAA/A-1+
Pollution control bonds backed by bond insurance
A3
  
BBB+ to A
Pollution control bonds – nonbacked
A3
  
BBB+
Preferred stock
Baa2
  
BBB-
Commercial paper program
P-2
  
A-2
       
PG&E Energy Recovery Funding LLC
      
Energy recovery bonds
Aaa
  
AAA
       
PG&E Corporation
      
Corporate credit rating
Baa1
  
BBB+
Convertible subordinated notes
Baa1
  
BBB+
Senior unsecured debt
Baa1
  
BBB
Credit facility
Baa1
  
Not rated

Moody’s and S&P are nationally recognized credit-rating organizations.  These ratings may be subject to revision or withdrawal at any time by the assigning rating organization, and each rating should be evaluated independently of any other rating.  A credit rating is not a recommendation to buy, sell, or hold securities.

Dividends

The dividend policies of PG&E Corporation and the Utility are designed to meet the following three objectives:

    ·
Comparability: Pay a dividend competitive with the securities of comparable companies based on payout ratio (the proportion of earnings paid out as dividends) and, with respect to PG&E Corporation, yield (i.e., dividend divided by share price);
   
    ·
Flexibility: Allow sufficient cash to pay a dividend and to fund investments while avoiding having to issue new equity unless PG&E Corporation’s or the Utility’s capital expenditure requirements are growing rapidly and PG&E Corporation or the Utility can issue equity at reasonable cost and terms; and
   
    ·
Sustainability: Avoid reduction or suspension of the dividend despite fluctuations in financial performance except in extreme and unforeseen circumstances.

The Boards of Directors of PG&E Corporation and the Utility have each adopted a target dividend payout ratio range of 50% to 70% of earnings.  Dividends paid by PG&E Corporation and the Utility are expected to remain in the lower end of the target payout ratio range so that more internal funds are readily available to support each company’s capital investment needs.  Each Board of Directors retains authority to change the respective common stock dividend policy and dividend payout ratio at any time, especially if unexpected events occur that would change its view as to the prudent level of cash conservation.  No dividend is payable unless and until declared by the applicable Board of Directors.

In addition, the declaration of the Utility’s dividends is subject to the CPUC-imposed conditions that the Utility maintain on average its CPUC-authorized capital structure and that the Utility’s capital requirements, as determined to be necessary and prudent to meet the Utility’s obligation to serve or to operate the Utility in a prudent and efficient manner, be given first priority.

During 2009, the Utility paid common stock dividends totaling $624 million to PG&E Corporation.  During 2009, PG&E Corporation paid common stock dividends of $1.65 per share, totaling $590 million, net of $17 million that was reinvested in additional shares of common stock by participants in the Dividend Reinvestment and Stock Purchase Plan.  On December 16, 2009, the Board of Directors of PG&E Corporation declared a dividend of $0.42 per share, totaling $157 million, which was paid on January 15, 2010 to shareholders of record on December 31, 2009.  On February 17, 2010, the Board of Directors of PG&E Corporation declared a dividend of $0.455 per share, payable on April 15, 2010, to shareholders of record on March 31, 2010.

During 2009, the Utility paid cash dividends to holders of its outstanding series of preferred stock totaling $14 million.  On December 16, 2009, the Board of Directors of the Utility declared a cash dividend on its outstanding series of preferred stock totaling $4 million that was paid on February 15, 2010 to preferred shareholders of record on January 29, 2010.  On February 17, 2010, the Board of Directors of the Utility declared a cash dividend on its outstanding series of preferred stock, payable on May 15, 2010, to shareholders of record on April 30, 2010.

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Utility

Operating Activities

The Utility’s cash flows from operating activities primarily consist of receipts from customers less payments of operating expenses, other than expenses such as depreciation that do not require the use of cash.

The Utility’s cash flows from operating activities for 2009, 2008, and 2007 were as follows:

 (in millions)
  
2009
    
2008
    
2007
  
Net income
   $ 1,250     $ 1,199     $ 1,024  
Adjustments to reconcile net income to net cash provided by operating
activities:
                        
Depreciation, amortization, and decommissioning
     1,927       1,838       1,956  
Allowance for equity funds used during construction
     (94 )     (70 )     (64 )
Deferred income taxes and tax credits, net
     787       593       43  
Other changes in noncurrent assets and liabilities
     6       (25 )     188  
Effect of changes in operating assets and liabilities:
                        
Accounts receivable
     157       (83 )     (6 )
Inventories
     109       (59 )     (41 )
Accounts payable
     (33 )     (137 )     (196 )
Disputed claims and customer refunds
     (700 )     -       -  
Income taxes receivable/payable
     21       43       56  
Regulatory balancing accounts, net
     (521 )     (394 )     (567 )
Other current assets
     (2 )     (223 )     170  
Other current liabilities
     24       90       24  
Other
     (27 )     (6 )     (46 )
Net cash provided by operating activities
   $ 2,904     $ 2,766     $ 2,541  

During 2009, net cash provided by operating activities increased $138 million compared to the same period in 2008, primarily due to the collection of $821 million in rates to recover an under-collection in the Utility’s energy resource recovery balancing account that was incurred in 2008 due to higher than expected energy procurement costs.  (See Note 3 of the Notes to the Consolidated Financial Statements.)  The increase in operating cash flows also reflects a decline of $520 million in net collateral paid by the Utility related to price risk management activities in 2009.  Collateral payables and receivables are included in Other changes in noncurrent assets and liabilities, Other current assets, and Other current liabilities in the table above.  (See Note 10 of the Notes to the Consolidated Financial Statements.)  Operating cash flows in 2009 were also favorably impacted by an increase of $75 million due to the timing and amount of various tax settlements and payments.  (See Note 9 of the Notes to the Consolidated Financial Statements for further discussion.)

Increases in operating cash flows in 2009 were partially offset by a $700 million payment to the California Power Exchange to reduce the Utility’s liability for the remaining net disputed claims (see Note 14 of the Notes to the Consolidated Financial Statements), a refund of $230 million received by the Utility in 2008 from the California Energy Commission with no similar refund in 2009, and the subsequent return of this $230 million refund to customers in 2009 (see Note 3 of the Notes to the Consolidated Financial Statements).

During 2008, net cash provided by operating activities increased by $225 million compared to the same period in 2007, primarily due to an increase in net income tax refunds received of $689 million and an increase of $230 million for a refund received by the Utility from the California Energy Commission with no similar refund in 2007.  These increases in operating cash flows were partially offset by an increase of $459 million in net collateral paid by the Utility related to price risk management activities in 2008 reflecting declining natural gas prices.

Various factors can affect the Utility’s future operating cash flows, including the timing of cash collateral payments and receipts related to price risk management activity.  The Utility’s cash collateral activity will fluctuate based on changes in the Utility’s net credit exposure to counterparties, which primarily depends on electricity and gas price movement.  The Utility’s operating cash flows also will be impacted by electricity procurement costs and the timing of rate adjustments authorized to recover these costs.  The CPUC has established a balancing account mechanism to adjust the Utility’s electric rates whenever the forecasted aggregate over-collections or under-collections of the Utility’s electric procurement costs for the current year exceed 5% of the Utility’s prior-year generation revenues, excluding generation revenues for DWR contracts.

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Investing Activities

The Utility’s investing activities consist of construction of new and replacement facilities necessary to deliver safe and reliable electricity and natural gas services to its customers.  Cash used in investing activities depends primarily upon the amount and timing of the Utility’s capital expenditures, which can be affected by many factors, including the timing of regulatory approvals, the occurrence of storms and other events causing outages or damages to the Utility’s infrastructure, and the completion of electricity and natural gas reliability improvement projects.

Net cash used in investing activities also includes the proceeds from sales of nuclear decommissioning trust investments largely offset by the amount of cash used to purchase new nuclear decommissioning trust investments.  The Utility’s nuclear power facilities consist of two units at Diablo Canyon and the retired facility at Humboldt Bay.  Nuclear decommissioning requires the safe removal of the nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the NRC license and release of the property for unrestricted use.  The Utility makes contributions to trust funds to provide for the eventual decommissioning of each nuclear unit.

The Utility’s cash flows from investing activities for 2009, 2008, and 2007 were as follows:

 (in millions)
  
2009
    
2008
    
2007
  
Capital expenditures
   $ (3,958 )   $ (3,628 )   $ (2,768 )
Decrease in restricted cash
     666       36       185  
Proceeds from sales of nuclear decommissioning trust investments
     1,351       1,635       830  
Purchases of nuclear decommissioning trust investments
     (1,414 )     (1,684 )     (933 )
Other
     11       1       21  
Net cash used in investing activities
   $ (3,344 )   $ (3,640 )   $ (2,665 )

Net cash used in investing decreased by $296 million in 2009 compared to 2008, primarily due to a $700 million decrease in the restricted cash balance that resulted from a payment to the California Power Exchange to reduce the Utility’s liability for the remaining net disputed claims (see Note 14 of the Notes to the Consolidated Financial Statements), partially offset by an increase of $330 million in capital expenditures.  Net cash used in investing activities increased $975 million in 2008 compared to 2007, primarily due to an increase of $860 million in 2008 of capital expenditures.  The increase in capital expenditures for both 2009 and 2008 as compared to the prior year was for installing the SmartMeter™ advanced metering infrastructure, generation facility spending, replacing and expanding gas and electric distribution systems, and improving the electric transmission infrastructure.  (See “Capital Expenditures” below.)

Future cash flows used in investing activities are largely dependent on expected capital expenditures.  (See “Capital Expenditures” below for further discussion of expected spending and significant capital projects.)

Financing Activities

The Utility’s cash flows from financing activities for 2009, 2008, and 2007 were as follows:

 (in millions)
  
2009
    
2008
    
2007
  
Borrowings under accounts receivable facility and revolving credit facility
   $ 300     $ 533     $ 850  
Repayments under accounts receivable facility and revolving credit facility
     (300 )     (783 )     (900 )
Net issuance (repayments) of commercial paper, net of discount of $3 million in 2009, $11 million in 2008, and $1 million in 2007
     43       6       (209 )
Proceeds from issuance of short-term debt, net of issuance costs of $1 million in 2009
     499       -       -  
Proceeds from issuance of long-term debt, net of premium, discount, and issuance costs of $25 million in 2009, $19 million in 2008, and $16 million in 2007
     1,384       2,185       1,184  
Long-term debt matured or repurchased
     (909 )     (454 )     -  
Rate reduction bonds matured
     -       -       (290 )
Energy recovery bonds matured
     (370 )     (354 )     (340 )
Preferred stock dividends paid
     (14 )     (14 )     (14 )
Common stock dividends paid
     (624 )     (568 )     (509 )
Equity contribution
     718       270       400  
Other
     (5 )     (36 )     23  
Net cash provided by financing activities
   $ 722     $ 785     $ 195  

In 2009, net cash provided by financing activities decreased by $63 million compared to 2008.  In 2008, net cash provided by financing activities increased by $590 million compared to 2007.  Cash provided by or used in financing activities is driven by the Utility’s financing needs, which depend on the level of cash provided by or used in operating activities and the level of cash provided by or used in investing activities.  The Utility generally utilizes long-term senior unsecured debt issuances and equity contributions from PG&E Corporation to fund debt maturities and capital expenditures and to maintain its CPUC-authorized capital structure, and relies on short-term debt to fund temporary financing needs.

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PG&E Corporation

With the exception of dividend payments, interest, common stock issuance, the senior note issuance of $350 million in March 2009, net tax refunds of $189 million, and transactions between PG&E Corporation and the Utility, PG&E Corporation had no material cash flows on a stand-alone basis for the years ended December 31, 2009, 2008, and 2007.


The following table provides information about PG&E Corporation’s and the Utility’s contractual commitments at December 31, 2009.

   
Payment due by period
  
 (in millions)
  
Total
    
Less Than 1 Year
    
1–3 Years
    
3–5 Years
    
More Than 5 Years
  
Contractual Commitments:
Utility
                              
Long-term debt(1):
                              
Fixed rate obligations
   $ 16,141     $ 637     $ 1,547     $ 2,391     $ 11,566  
Variable rate obligations
     1,397       3       956       58       380  
Energy recovery bonds(2)
     1,306       435       871       -       -  
Purchase obligations:
                                        
Power purchase agreements(3):
                                        
Qualifying facilities
     11,163       1,326       2,265       2,006       5,566  
Renewable contracts
     34,725       626       1,844       2,009       30,246  
Irrigation district and water agencies
     335       74       132       67       62  
Other power purchase agreements
     3,234       257       706       666       1,605  
Natural gas supply and transportation
     1,080       660       212       93       115  
Nuclear fuel
     1,657       134       178       249       1,096  
Pension and other benefits(4)
     1,138       280       531       327       -  
Capital lease obligations(5)
     404       50       100       92       162  
Operating leases
     119       22       39       32       26  
Preferred dividends(6)
     70       14       28       28       -  
Other commitments
     18       18       -       -       -  
PG&E Corporation
                                        
Long-term debt(1):
                                        
Fixed rate obligations
     725       310       40       375       -  
                                         
(1) Includes interest payments over the terms of the debt. Interest is calculated using the applicable interest rate at December 31, 2009 and outstanding principal for each instrument with the terms ending at each instrument’s maturity. Variable rate obligations consist of bonds, due in 2016-2026, backed by letters of credit which expire in 2011 and 2012. These bonds are subject to mandatory redemption unless the letters of credit are extended or replaced or if applicable to the series, the issuer consents to the continuation of these bonds without a credit facility. Accordingly, these bonds have been classified for repayment purposes in 2011 and 2012. (See Note 4 of the Notes to the Consolidated Financial Statements.)
  
(2) Includes interest payments over the terms of the bonds. (See Note 5 of the Notes to the Consolidated Financial Statements.)
  
(3) This table does not include DWR allocated contracts because the DWR is legally and financially responsible for these contracts and payments. 
  
(4) PG&E Corporation’s and the Utility’s funding policy is to contribute tax-deductible amounts, consistent with applicable regulatory decisions, sufficient to meet minimum funding requirements. (See Note 13 of the Notes to the Consolidated Financial Statements.)
  
(5) See Note 16 of the Notes to the Consolidated Financial Statements.
  
(6) Based on historical performance, it is assumed for purposes of the table above that dividends are payable within a fixed period of five years.
  

As shown in the table above, the Utility’s commitments under the many renewable power purchase agreements that the Utility has entered into are expected to grow significantly, assuming that the facilities are timely developed.  These costs are expected to be passed on to customers through rate adjustments.

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The contractual commitments table above excludes potential commitments associated with the conversion of existing overhead electric facilities to underground electric facilities.  At December 31, 2009, the Utility was committed to spending approximately $237 million for these conversions.  These funds are conditionally committed depending on the timing of the work, including the schedules of the respective cities, counties, and telephone utilities involved.  The Utility expects to spend approximately $40 million to $80 million each year in connection with these projects.  Consistent with past practice, the Utility expects that these capital expenditures will be included in rate base as each individual project is completed and recoverable in rates charged to customers.

The contractual commitments table above also excludes potential payments associated with unrecognized tax benefits.  Due to the uncertainty surrounding tax audits, PG&E Corporation and the Utility cannot make reliable estimates of the amount and period of future payments to major tax jurisdictions related to unrecognized tax benefits.  Matters relating to tax years that remain subject to examination are discussed in Note 9 of the Notes to the Consolidated Financial Statements.


The Utility’s capital expenditures for property, plant, and equipment totaled $3.9 billion in 2009, $3.7 billion in 2008, and $2.8 billion in 2007.  The Utility expects that capital expenditures will total approximately $4.0 billion or more in 2010. The amount of capital expenditures differs from the amount of rate base additions used for regulatory purposes primarily because capital expenditures are not added to rate base until the assets are placed in service.  In addition, the difference can be affected by the varying amounts or rates of depreciation used for regulatory and accounting purposes.  The Utility’s weighted average rate base in 2009 was $19.8 billion.  Based on the estimated capital expenditures for 2010, the Utility projects a weighted average rate base of approximately $21.4 billion for 2010.  The Utility forecasts that it will make various capital investments in its electric and natural gas transmission and distribution infrastructure to maintain and improve system reliability, safety, and customer service; to extend the life of or replace existing infrastructure; and to add new infrastructure to meet already authorized growth.  The CPUC authorized most of the Utility’s revenue requirements to recover forecasted capital expenditures in multi-year GRCs and gas transmission and storage rate cases.  The FERC authorizes revenue requirements to recover forecasted capital expenditures related to electric transmission operations in TO rate cases.  (See “Regulatory Matters” below.)

The CPUC authorizes most of the Utility’s revenue requirements to recover forecasted capital expenditures in multi-year GRCs and gas transmission and storage rate cases.  In addition, from time to time, the CPUC authorizes the Utility to collect additional revenue requirements to recover capital expenditures related to specific projects that the CPUC has approved.  For example, in 2009 the Utility incurred capital costs of approximately $490 million to install advanced meters and approximately $350 million for new generation facilities that are expected to become operational in 2010.  As discussed below, the Utility has requested CPUC approval for other capital projects, such as the Utility’s proposal to implement a distribution reliability improvement program and to develop new generation facilities.  The FERC authorizes revenue requirements to recover forecasted capital expenditures related to electric transmission operations in TO rate cases.  (See “Regulatory Matters” below.)

The Utility’s ability to invest in its electric and natural gas systems and develop new generation facilities is subject to many risks, including risks related to securing adequate and reasonably priced financing, obtaining and complying with terms of permits, meeting construction budgets and schedules, and satisfying operating and environmental performance standards.  (See “Risk Factors” below.)

Proposed Electric Distribution Reliability Program (Cornerstone Improvement Program)

The Utility has requested that the CPUC approve a proposed electric distribution reliability improvement program, including initiatives designed to decrease the frequency and duration of electricity outages in order to bring the Utility’s reliability performance closer to that of other investor-owned electric utilities and provide other reliability benefits.  The Utility forecasts that it would incur approximately $2 billion of capital expenditures and $59 million of operating and maintenance expenses to implement the program.  The Utility has requested that the CPUC authorize the Utility to recover these forecast costs beginning in 2011 and continuing through 2016.  The CPUC’s hearings to determine whether major capital expenditures are necessary to maintain or improve distribution reliability and, if necessary, to determine the extent and timing of such expenditures, were concluded in August 2009.

It is anticipated that the CPUC will issue a final decision during the second quarter of 2010.

Proposed New Generation Facilities

The Utility’s CPUC-approved long-term electricity procurement plan, covering 2007 through 2016, forecasts that the Utility will need to obtain an additional 800 to 1,200 megawatts (“MW”) of new generation resources by 2015 above the Utility’s planned additions of renewable resources, energy efficiency, demand reduction programs, and previously approved contracts for new generation resources.  Due to the cancellation of two projects selected in its 2004 request for offers (“RFOs”) for new long-term generation resources, the Utility was authorized to increase the new generation resource need to obtain 1,112 to 1,512 MW.  The CPUC allows the California investor-owned utilities to acquire ownership of new conventional generation resources only through purchase and sale agreements (“PSAs”) (i.e., a PSA is a “turnkey” arrangement in which a new generating facility is constructed by a third party and then sold to the Utility upon satisfaction of certain contractual requirements).  The utilities are prohibited from submitting offers for utility-built generation in their respective RFOs until questions can be resolved about how to compare utility-owned generation offers with offers from independent power producers.  The utilities are permitted to propose utility-owned generation projects through a separate application outside of the RFO process in the following circumstances: (1) to mitigate market power demonstrated by the utility to be held by others, (2) to support a use of preferred resources (such as renewable energy sources), (3) to take advantage of a unique and fleeting opportunity (such as a bankruptcy settlement), and (4) to meet unique reliability needs.

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On September 30, 2009, the Utility requested that the CPUC approve several agreements executed by the Utility following the completion of its April 1, 2008 RFOs of new long-term generation resources to meet customer demand as forecasted in the Utility’s 2007–2016 long-term electricity procurement plan previously approved by the CPUC.  One of the agreements submitted to the CPUC proposes that a 586 MW natural gas-fired facility be developed and constructed by a third party and then transferred to the Utility after commercial operation begins.  The proposed facility would be operationally flexible, enabling the Utility to increase its use of renewable power by balancing the fluctuating output of wind and solar resources.  The facility is proposed to be built in Oakley, California and completed in 2014.  (The remaining agreements submitted to the CPUC are power purchase agreements.)

Proposed Renewable Energy Development

In February 2009, the Utility applied to the CPUC for approval of the Utility’s proposed five-year program to develop up to 500 MW of renewable generation resources based on solar photovoltaic (“PV”) technology.  The program would include the development of 250 MW of utility-owned PV facilities at an estimated capital cost of approximately $1.5 billion.  The Utility also proposed to enter into power purchase agreements for the remaining 250 MW of PV generation to be developed by independent power producers.  On January 26, 2010, a proposed decision was issued recommending that the Utility be authorized to build up to 50 MW of PV facilities per year for each of the five years of the program and that the Utility be allowed to recover project costs based on the weighted average price of the winning bids received in response to the Utility’s RFO for power purchase agreements under the program, subject to an overall price cap.  If adopted by the CPUC, the Utility would be unable to include the new utility-owned PV facilities in rate base.  Instead of earning an ROE, the Utility’s revenue requirement for recovery of the cost of developing any utility-owned facilities would depend on the amount of power produced by the utility-owned PV facilities and the applicable weighted average price of winning bids received in response to annual program RFOs.  The Utility would not be required to build any of the authorized utility-owned capacity under the proposed decision, but rather would elect annually whether to build utility-owned facilities after the applicable weighted average winning bid price had been determined.  An alternate proposed decision that also was issued on January 26, 2010 contains similar recommendations.  The Utility continues to believe that traditional rate-base treatment would be appropriate.  The CPUC is expected to issue a final decision during the first quarter of 2010.

Additionally, on December 3, 2009, the Utility filed an application with the CPUC requesting approval to acquire and operate a wind project to be developed and constructed by Iberdrola Renewables, Inc. in Southern California.  The proposed project would have a capacity of up to 246 MW with a guaranteed minimum capacity of 189 MW.  The final size of the project would depend upon permitting requirements, completion of land rights acquisition, and turbine supply.  Assuming the project is built to its full capacity of 246 MW, the Utility estimates it would incur capital costs of approximately $900 million.  The project is targeted to become operational as early as December 2011.  A CPUC decision is expected by the end of 2010.


PG&E Corporation and the Utility do not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a current or future material effect on their financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources.


The Utility is subject to substantial regulation.  Set forth below are matters pending before the CPUC, FERC, and the NRC.  The resolutions of these and other proceedings may affect PG&E Corporation’s and the Utility’s results of operations or financial condition.

2011 General Rate Case Application

In the Utility’s last GRC, the CPUC authorized the Utility’s revenue requirements for 2007 through 2010 for its basic business and operational costs related to its electric and natural gas distribution and electric generation operations.  On December 21, 2009, the Utility filed its 2011 GRC application.  The Utility is requesting that the CPUC authorize the amount of base revenues that the Utility may collect from customers to recover its costs for electric and natural gas distribution operations and electric generation operations for a three-year period (2011 through 2013).  The Utility’s request represents a proposed revenue increase for 2011 of $1.1 billion, or 6.4%, above the 2010 total revenue forecast.  The critical driver of the Utility’s request in this 2011 GRC will be the need to invest in energy infrastructure to meet customers’ expectations for service quality.  The Utility estimates that it will need to spend an average of about $2.7 billion in capital expenditures annually on these infrastructure improvements, especially replacement of gas and electric systems that are reaching the end of their useful lives.  The Utility also needs adequate funds to continue to safely operate, maintain, and upgrade generation plants to serve growing demand.

The Utility also has proposed that the CPUC establish balancing accounts for several categories of costs that are subject to a high degree of volatility based on economic conditions and other factors, including new customer connections, emergency service restoration, uncollectible accounts, and employee health care costs.  

The Utility also has requested that the CPUC establish a ratemaking mechanism for 2012 and 2013 designed to increase the Utility’s authorized revenues in years between GRCs to reflect increases in rate base due to capital investments in infrastructure and increases in wages and expenses.  The proposed mechanism also would require revenue requirements to be adjusted to reflect changes in franchise, payroll, income, or property tax rates, as well as new taxes or fees imposed by governmental agencies.  The Utility estimates that this mechanism would result in a revenue requirement increase of $275 million in 2012 and an additional increase of $343 million in 2013.  The Utility will advise the CPUC of the actual amount of these proposed increases in October 2011 and October 2012 for the years 2012 and 2013, respectively.

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The Utility requested that the CPUC issue a final decision by the end of 2010.  If the decision is delayed, the Utility will, consistent with CPUC practice in prior GRCs, request the CPUC to issue an order directing that the authorized revenue requirement changes be effective January 1, 2011, even if the decision is issued subsequent to that date.

PG&E Corporation and the Utility are unable to predict what amount of revenue requirements the CPUC will authorize for the period from 2011 through 2013, when a final decision in this proceeding will be received, or how the final decision will impact their financial condition or results of operations.

2011 Gas Transmission and Storage Rate Case

On September 18, 2009, the Utility filed an application with the CPUC to initiate the Utility’s 2011 Gas Transmission and Storage rate case so that the CPUC can determine the rates and terms and conditions of the Utility’s gas transmission and storage services beginning January 1, 2011.  The rates and terms and conditions of the Utility’s gas transmission and storage services for 2008 through 2010 were set by the terms of a CPUC-approved all-party settlement agreement known as the Gas Accord IV that was approved by the CPUC in September 2007.  The Utility proposes to continue a majority of the Gas Accord IV’s terms and conditions of natural gas transportation and storage services.

The Utility has requested that the CPUC approve a 2011 natural gas transmission and storage revenue requirement of $529.1 million, an increase of $67.3 million over the 2010 adopted revenue requirement.  The Utility also seeks attrition increases for 2012, 2013, and 2014 of $32.4 million, $30.7 million, and $22.6 million, respectively.

Under the Utility’s proposal, a substantial portion of the authorized revenue requirements – primarily those costs allocated to residential and small commercial customers (called “core” customers) – would continue to be assured of recovery through balancing account mechanisms and/or fixed reservation charges.  The Utility has proposed to simplify the current rate structure by, among other changes, setting rates for core and non-core customers based on forecast demand.  The Utility’s ability to recover its remaining revenue requirements would continue to depend on throughput volumes, gas prices, and the extent to which non-core customers and other shippers contract for firm transmission services.  To reduce the Utility’s financial risk associated with these factors, the Utility has proposed to share equally with customers any under-collection or over-collection of natural gas transmission and storage revenue requirements.  The Utility has proposed additional cost recovery mechanisms for costs that are difficult to forecast, such as the cost of electricity used to operate natural gas compressor stations and costs to comply with GHG regulations.

The Utility has requested that the CPUC issue a final decision by the end of 2010.  If the CPUC does not issue a final decision by the end of 2010 to approve new rates effective January 1, 2011, the September 2007 CPUC decision approving the Gas Accord IV provides that the rates and terms and conditions of service in effect as of December 31, 2010 will remain in effect, with an automatic 2% escalation in rates, for local transmission only, as of January 1, 2011.

Electric Transmission Owner Rate Cases

The Utility generally files a TO rate case every year to request that the FERC authorize the Utility to collect an annual retail transmission revenue requirement at rates based on the Utility’s forecast of customer demand for the particular rate case year.  The Utility’s ability to recover the FERC-authorized revenue requirement is subject to the actual volume of electricity sales for the particular rate case year. The Utility is typically able to collect the proposed new rates based on the amount of the requested annual revenue requirement before the FERC issues a decision authorizing new rates.  The rates collected before the FERC issues a decision are subject to refund to customers.

On June 18, 2009, the FERC approved a settlement that sets the Utility’s annual retail transmission base revenue requirement at $776 million, effective March 1, 2009.  As part of the settlement, the Utility will refund any over-collected amounts to customers, with interest, through an adjustment to rates in 2011.

On July 30, 2009, the Utility filed an application with the FERC requesting an annual retail transmission revenue requirement of $946 million.  The proposed rates represent an increase of $170 million over current authorized revenue requirements.  On September 30, 2009, the FERC accepted the Utility’s application making the proposed rates effective March 1, 2010 subject to refund following the conclusion of hearings and the outcome of judge-supervised settlement discussions.

Energy Efficiency Programs and Incentive Ratemaking

The CPUC established a ratemaking mechanism to provide incentives to the California investor-owned utilities to meet the CPUC’s energy savings goals through implementation of the utilities’ energy efficiency programs.  As originally established, this mechanism was intended to apply to the 2006 through 2008 and 2009 through 2011 program cycles.  In January 2009, the CPUC established a new rulemaking proceeding to modify the mechanism for energy efficiency programs in 2009 and future years.  It is uncertain what modifications will ultimately be adopted by the CPUC.

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On December 17, 2009, in accordance with the existing mechanism, the CPUC awarded the Utility incentive revenues of $33.4 million based on the energy savings achieved through implementation of the Utility’s energy efficiency programs during the 2006 through 2008 program cycle.  (This amount is in addition to incentive revenues of $41.5 million awarded by the CPUC to the Utility in December 2008 based on the Utility’s 2006 through 2007 program performance.)  Consistent with the incentive award process previously adopted by the CPUC, the CPUC held back an additional $40.3 million of incentive revenues.  The additional amount of incentive revenues that the Utility could receive, if any, will be determined after final energy savings for the 2006 through 2008 program cycle are verified and the true-up process is completed in 2010.  The CPUC adopted a schedule for the final true-up process that calls for a final decision by the end of 2010.

With respect to the utilities’ 2009 through 2011 energy efficiency programs, the CPUC issued a decision on September 24, 2009 that changed the program cycle to cover 2010 through 2012.  The CPUC also authorized the Utility to continue to collect the bridge funding for its 2009 programs and authorized the Utility to collect $1.3 billion to fund its 2010 through 2012 programs, a 42% increase over the amount authorized for the 2006 through 2008 programs.  The CPUC has not yet determined how the existing incentive mechanisms will be modified. Therefore, the amount of incentive revenues the Utility may earn for implementation of its energy efficiency programs in 2009 and future years, if any, is uncertain.

Diablo Canyon Relicensing Application

The NRC oversees the licensing, construction, operation, and decommissioning of nuclear facilities, including the two nuclear generating units at Diablo Canyon and the Utility’s retired nuclear generating unit at Humboldt Bay.  NRC regulations require extensive monitoring and review of the safety, radiological, environmental, and security aspects of these facilities.  The NRC operating license for Diablo Canyon Unit 1 expires in November 2024 and the NRC operating license for Diablo Canyon Unit 2 expires in August 2025.  On November 24, 2009, the Utility filed an application to request the NRC to renew each of the operating licenses for Diablo Canyon for 20 years, until November 2044 for Unit 1 and August 2045 for Unit 2, citing a critical need in California for the long-term supply of clean, affordable, and reliable electricity.  The license renewal process is expected to take several years as the NRC holds public hearings and conducts safety and environmental analyses and site audits.  On January 29, 2010, the Utility requested that the CPUC authorize the Utility to recover in rates the costs of seeking license renewal.  The Utility currently estimates that it will incur $85 million through 2014 in connection with the relicensing process.


The Utility’s operations are subject to extensive federal, state, and local laws and permits relating to the protection of the environment and the safety and health of the Utility’s personnel and the public.  (See “Risk Factors” below.)  These laws and requirements relate to a broad range of the Utility’s activities, including the discharge of pollutants into the air, water, and soil; the transportation, handling, storage, and disposal of spent nuclear fuel; remediation of hazardous wastes; and the reporting and reduction of carbon dioxide and other GHG emissions.

Climate Change
 
PG&E Corporation and the Utility believe the link between man-made GHG emissions and global climate change is clear and convincing and that mandatory GHG reductions are necessary.  PG&E Corporation and the Utility believe the development of a market-based cap-and-trade system, in conjunction with successful energy efficiency and demand-side management programs and the development of renewable energy resources, can reduce GHG emissions while diversifying energy supply resources and minimizing costs to customers.  Various laws and regulations addressing climate change and GHG emissions are being considered at the state, federal, and regional levels.  Several contentious issues must be resolved before a state, regional, or national cap-and-trade program for emission allowances can be established, including determining whether emission allowances should be auctioned or freely allocated to the utilities to reduce customer costs, whether price caps or collars should be established for emission allowances, the use of emission offsets, and how any auction revenues or other value should be used.

The California Global Warming Solutions Act of 2006 (“AB 32”) requires the gradual reduction of GHG emissions in California to 1990 levels by 2020 on a schedule beginning in 2012.  The California Air Resources Board (“CARB”) has been authorized to monitor and enforce compliance with AB 32.  In December 2008, the CARB adopted a scoping plan that contains recommendations for achieving the maximum technologically feasible and cost-effective GHG reductions to meet the 2020 reduction target.  These recommendations include implementing a 33% renewable portfolio standard (“RPS”) by 2020, increasing energy efficiency goals, expanding the use of combined heat and power facilities, and developing a multi-sector cap-and-trade program.  The CARB is required to adopt regulations to implement the scoping plan no later than January 1, 2011 to become effective on January 1, 2012.

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In November 2009, the CARB issued preliminary draft regulations to establish a cap-and-trade program that would set a declining ceiling on GHG emissions and allow companies to buy and sell emission allowances or offsets to meet it.  For the electric sector, the CARB will consider assigning responsibility to acquire emission allowances or offsets to the generator for in-state power and to the entity that holds title to the electricity for imports into California.  For the natural gas sector, the CARB will consider assigning responsibility to acquire emission allowances or offsets to the local gas distribution company with respect to the emissions of small commercial and residential natural gas consumers beginning in 2012 instead of 2015 as the CARB had originally contemplated.  The owners of natural gas compressor stations would also be responsible for compliance.  Although the CARB has not yet addressed the allocation of emission allowances, in December 2009, an advisory committee to the CARB, the Economic and Allocation Advisory Committee (“EAAC”), recommended that the utilities be required to pay for emission allowances rather than receive all or a portion of such allowances for free.  The Utility estimates that its additional compliance costs to acquire emission allowances to meet its compliance obligations and procure electricity at market prices that reflect the supplier’s cost of emission allowances, could total approximately $1 billion per year beginning in 2012.  This estimate assumes a market price for emissions allowances of $30 per metric tonne and that the Utility is not freely allocated some or all of its emission allowances to reduce customer costs as recommended by the EAAC.  This estimate is based on the Utility’s forecasts of customer demand and levels of Utility-owned nuclear and hydroelectric generation and assumes average weather conditions.  The Utility expects that these increased costs would be included in the Utility’s cost of electricity that is passed through to customers or be recovered in rates as reasonable costs of complying with environmental regulations and mandates.  The CARB is scheduled to issue final regulations in October 2010.  The ultimate financial impact of a cap-and-trade system will depend on the final form of regulations adopted by the CARB, the actual market price of emissions allowances, and the resolution of the issues discussed above.

While proposed legislation is being considered at the federal level, the Environmental Protection Agency (“EPA”), charged with implementation and enforcement of the Clean Air Act, released a final ruling in December 2009, finding that GHG emissions cause or contribute to air pollution that endangers public health and welfare.  It is expected that the EPA will adopt regulations to establish new thresholds for GHG emissions from vehicles and that the EPA will propose regulations that would apply to new or existing industrial facilities, power plants, and other stationary sources.  At the regional level, the Western Climate Initiative (“WCI”), comprising seven states – including California – and four Canadian provinces, has proposed to establish a regional cap-and-trade program to reduce GHG emissions beginning in 2012.  California has indicated that it seeks to participate in the WCI, but it has also indicated that it will proceed with AB 32 implementation regardless of whether the WCI cap-and-trade program is implemented.

The Utility has voluntarily reported its GHG emissions to the California Climate Action Registry ("CCAR") on an annual basis since 2002.  In 2009, the Utility also voluntarily reported its 2008 GHG emissions to The Climate Registry (“TCR”), a new non-profit organization that is developing consistent reporting and measurement standards across industry sectors in North America.  In 2009, the Utility also began reporting its GHG emissions to the CARB as required by AB 32.  The EPA also has adopted regulations that require qualifying GHG-emitting facilities to submit annual GHG emissions reports beginning in 2011.  PG&E Corporation and the Utility provide detailed GHG emissions data in their annual Corporate Responsibility Report, available on their websites.  As a result of the time necessary for a thorough third-party verification of the Utility’s GHG emissions in accordance with the highest standards developed by the CCAR and TCR, preliminary emissions data for 2008 is the most recent data available.  Preliminary emissions data for 2008 is also contained in PG&E Corporation’s and the Utility’s Annual Report on Form 10-K for the year ended December 31, 2009.

During 2009, the Utility continued its programs to develop strategies to mitigate the impact of the Utility’s operations on the environment (including customer energy usage) and to develop its strategy to plan for the actions it will need to take to adapt to likely impacts that climate change will have on the Utility’s future operations.  With respect to electric operations, climate scientists project that climate change will lead to increased electricity demand due to more extreme and frequent hot weather events and reduced hydroelectric generation due to reductions in snowpack in the Sierra Nevada.  The Utility is analyzing and exploring a combination of operating changes to its hydroelectric system that may include, but are not limited to, higher winter carryover reservoir storage levels, reduced conveyance flows in canals and flumes during winter storm periods, reduced discretionary reservoir releases during the late spring and summer period, and increased sediment releases from diversion dams.  If the Utility’s future hydroelectric generation is reduced due to drought conditions or climate change, the Utility might have to replace some of this electricity from other sources, including natural gas.  The amount of fossil-fueled generation needed to replace decreased hydroelectric generation can be reduced if renewable resources, such as geothermal and biomass, are timely developed.  (See “Capital Expenditures” above for a description of the Utility’s efforts to invest in renewable resources.)

With respect to natural gas operations, the Utility has taken voluntary proactive steps to reduce the release of methane, a GHG released as part of the delivery of natural gas.

The Utility’s strategies to reduce GHG emissions – such as offering energy efficiency and demand response programs for customers, infrastructure improvements, and the support of renewable energy development – are also effective strategies for adapting to the expected increased demand for electricity in extreme hot weather events likely to be caused by climate change.  PG&E Corporation and the Utility are also assessing the benefits and challenges associated with various climate change policies, identifying how a comprehensive program can be structured to mitigate overall costs to customers and the economy as a whole, as well as to ensure that the environmental objectives of the program are met.

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Water Quality

In addition, there is continuing uncertainty about the status of state and federal regulations issued under Section 316(b) of the Clean Water Act, which require that cooling water intake structures at electric power plants, such as the nuclear generation facilities at Diablo Canyon, reflect the best technology available to minimize adverse environmental impacts.  Depending on the form of the final regulations that may ultimately be adopted by the EPA or the California Water Resources Control Board (“Water Board”), the Utility may incur significant capital expense to comply with the final regulations, which the Utility would seek to recover through rates.  If either of the final regulations adopted by the EPA or the Water Board requires the installation of cooling towers at Diablo Canyon, and if installation of such cooling towers is not technically or economically feasible, the Utility may be forced to cease operations at Diablo Canyon and may incur a material charge.  (See Note 16 of the Notes to the Consolidated Financial Statements for more information.)

Remediation

The Utility may be required to pay for environmental remediation at sites where it has been, or may be, a potentially responsible party under environmental laws.  Under federal and California laws, the Utility may be responsible for remediation of hazardous substances at former manufactured gas plant (“MGP”) sites; power plant sites; and sites used by the Utility for the storage, recycling, or disposal of potentially hazardous materials, even if the Utility did not deposit those substances on the site.  In particular, the Utility has a program, in cooperation with environmental agencies and third-party owners, to evaluate and take appropriate action to mitigate any potential environmental concerns posed by certain former MGP sites within the Utility’s service territory.  As part of this program, the Utility recently contacted the owners of property located on three former MGP sites in urban, residential areas of San Francisco to offer to test the soil for residues, and depending on the results of such tests, to take appropriate remedial action.  Until the Utility’s investigation of these MGP sites in San Francisco is complete, the extent of the Utility’s obligation to remediate is established, and any appropriate remedial actions are determined, the Utility is unable to determine the amounts it may spend in the future to remediate these sites and no amounts have been accrued for these sites (other than investigative costs).  Although it is reasonably possible that the Utility will incur losses in the future related to these sites, the Utility is unable to reasonably estimate the amount of such loss.  The Utility expects that it will recover 90% of the costs to remediate MGP sites under a ratemaking mechanism established by the CPUC. The Utility will seek to recover remaining costs through insurance.   (See “Risk Factors” and “Critical Accounting Policies” below, as well as Note 16 of the Notes to the Consolidated Financial Statements, for a discussion of estimated environmental remediation liabilities.)


PG&E Corporation and the Utility are subject to various laws and regulations and, in the normal course of business, PG&E Corporation and the Utility are named as parties in a number of claims and lawsuits.  (See Note 16 of the Notes to the Consolidated Financial Statements for a discussion of the accrued liability for legal matters.)


The Utility and PG&E Corporation, mainly through its ownership of the Utility, are exposed to market risk, which is the risk that changes in market conditions will adversely affect net income or cash flows.  PG&E Corporation and the Utility face market risk associated with their operations; their financing arrangements; the marketplace for electricity, natural gas, electricity transmission, natural gas transportation, and storage; other goods and services; and other aspects of their businesses.  PG&E Corporation and the Utility categorize market risks as “price risk” and “interest rate risk.”  The Utility is also exposed to “credit risk,” the risk that counterparties fail to perform their contractual obligations.

The Utility actively manages market risks through risk management programs designed to support business objectives, discourage unauthorized risk-taking, reduce commodity cost volatility, and manage cash flows.  The Utility uses derivative instruments only for non-trading purposes (i.e., risk mitigation) and not for speculative purposes.  The Utility’s risk management activities include the use of energy and financial instruments such as forward contracts, futures, swaps, options, and other instruments and agreements, most of which are accounted for as derivative instruments.  Some contracts are accounted for as leases.

Price Risk

The Utility is exposed to commodity price risk as a result of its electricity procurement activities, including the procurement of natural gas and nuclear fuel necessary for electricity generation and natural gas procurement for core customers.  As long as the Utility can conclude that it is probable that its reasonably incurred wholesale electricity procurement costs and natural gas costs are recoverable, fluctuations in electricity and natural gas prices will not affect earnings but may impact cash flows.  The Utility’s natural gas transportation and storage costs for core customers are also fully recoverable through a ratemaking mechanism.

The Utility’s natural gas transportation and storage costs for non-core customers may not be fully recoverable.  The Utility is subject to price and volumetric risk for the portion of intrastate natural gas transportation and storage capacity that has not been sold under long-term contracts providing for the recovery of all fixed costs through the collection of fixed reservation charges.  The Utility sells most of its capacity based on the volume of gas that the Utility’s customers actually ship, which exposes the Utility to volumetric risk.

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The Utility uses value-at-risk to measure the shareholders’ exposure to price and volumetric risks resulting from variability in the price of, and demand for, natural gas transportation and storage services that could impact revenues due to changes in market prices and customer demand.  Value-at-risk measures this exposure over a rolling 12-month forward period and assumes that the contract positions are held through expiration.  This calculation is based on a 95% confidence level, which means that there is a 5% probability that the impact to revenues on a pre-tax basis, over the rolling 12-month forward period, will be at least as large as the reported value-at-risk.  Value-at-risk uses market data to quantify the Utility’s price exposure.  When market data is not available, the Utility uses historical data or market proxies to extrapolate the required market data.  Value-at-risk as a measure of portfolio risk has several limitations, including, but not limited to, inadequate indication of the exposure to extreme price movements and the use of historical data or market proxies that may not adequately capture portfolio risk.
 
The Utility’s value-at-risk calculated under the methodology described above was approximately $12 million at December 31, 2009.  The Utility’s high, low, and average values-at-risk during the 12 months ended December 31, 2009 were approximately $17 million, $9 million, and $14 million, respectively.

See Note 10 of the Notes to the Consolidated Financial Statements for further discussion of price risk management activities.
 
Interest Rate Risk

Interest rate risk sensitivity analysis is used to measure interest rate risk by computing estimated changes in cash flows as a result of assumed changes in market interest rates.  At December 31, 2009, if interest rates changed by 1% for all current PG&E Corporation and the Utility variable rate and short-term debt and investments, the change would have an immaterial impact to net income over the next 12 months.

Credit Risk

The Utility conducts business with counterparties mainly in the energy industry, including other California investor-owned electric utilities, municipal utilities, energy trading companies, financial institutions, and oil and natural gas production companies located in the United States and Canada.  If a counterparty failed to perform on its contractual obligation to deliver electricity or gas, then the Utility may find it necessary to procure electricity or gas at current market prices, which may be higher than the contract prices.

The Utility manages credit risk associated with its counterparties by assigning credit limits based on evaluations of their financial conditions, net worth, credit ratings, and other credit criteria as deemed appropriate.  Credit limits and credit quality are monitored periodically.  The Utility ties many energy contracts to master commodity enabling agreements that may require security (referred to as “Credit Collateral” in the table below).  Credit Collateral may be in the form of cash or letters of credit.  The Utility may accept other forms of performance assurance in the form of corporate guarantees of acceptable credit quality or other eligible securities (as deemed appropriate by the Utility).  Credit Collateral or performance assurance may be required from counterparties when current net receivables and replacement cost exposure exceed contractually specified limits.

The following table summarizes the Utility’s net credit risk exposure to its counterparties, as well as the Utility’s credit risk exposure to counterparties accounting for greater than 10% net credit exposure, as of December 31, 2009 and 2008:
 
(in millions)
  
Gross Credit
Exposure Before Credit Collateral(1)
    
Credit Collateral
    
Net Credit Exposure(2)
    
Number of
Wholesale
Customers or Counterparties
>10%
    
Net Exposure to
Wholesale
Customers or Counterparties
>10%
  
December 31, 2009
   $ 202     $ 24     $ 178       3     $ 154  
December 31, 2008
   $ 240     $ 84     $ 156       2     $ 107  
                                         
(1) Gross credit exposure equals mark-to-market value on physically and financially settled contracts, notes receivable, and net receivables (payables) where netting is contractually allowed. Gross and net credit exposure amounts reported above do not include adjustments for time value or liquidity.
  
(2) Net credit exposure is the Gross Credit Exposure Before Credit Collateral minus Credit Collateral (cash deposits and letters of credit). For purposes of this table, parental guarantees are not included as part of the calculation.
  

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The preparation of Consolidated Financial Statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  The accounting policies described below are considered to be critical accounting policies due, in part, to their complexity and because their application is relevant and material to the financial position and results of operations of PG&E Corporation and the Utility, and because these policies require the use of material judgments and estimates.  Actual results may differ substantially from these estimates.  These policies and their key characteristics are outlined below.

Regulatory Assets and Liabilities

The Utility’s rates are primarily set by the CPUC and the FERC and are designed to recover the cost of providing service.  The Utility capitalizes and records, as a regulatory asset, costs that would otherwise be charged to expense if it is probable that the incurred costs will be recovered in future rates.  The regulatory assets are amortized over future periods when the costs are expected to be recovered.  If costs expected to be incurred in the future are currently being recovered through rates, the Utility records those expected future costs as regulatory liabilities.  In addition, amounts that are probable of being credited or refunded to customers in the future are recorded as regulatory liabilities.

Determining probability requires significant judgment on the part of management and includes, but is not limited to, consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders, and the strength or status of applications for rehearing or state court appeals.  For some of the Utility’s regulatory assets, including the regulatory assets for ERBs and utility retained generation, the Utility has determined that the costs are recoverable based on specific approval from the CPUC.  The Utility also records a regulatory asset when a mechanism is in place to recover current expenditures and historical experience indicates that recovery of incurred costs is probable, such as the regulatory assets for pension benefits; deferred income tax; price risk management; and unamortized loss, net of gain, on reacquired debt.  The CPUC has not denied the recovery of any material costs previously recognized by the Utility as a regulatory asset during the periods ended December 31, 2009, 2008, or 2007.

The Utility records regulatory liabilities when the CPUC or the FERC requires a refund to be made to customers, authorizes the collection of rates intended to recover costs that are expected to be incurred in the future, or a regulator has required that a gain or other reduction of net allowable costs be given to customers over future periods.

If the Utility determined that it is no longer probable that revenues or costs would be recovered or reflected in future rates, or if the Utility ceased to be subject to rate regulation, the revenues or costs would be charged to income in the period in which they were incurred.  At December 31, 2009, PG&E Corporation and the Utility reported regulatory assets (including current regulatory balancing accounts receivable) of $6.6 billion and regulatory liabilities (including current balancing accounts payable) of $4.4 billion.

Environmental Remediation Liabilities

The Utility is subject to loss contingencies pursuant to federal and California environmental laws and regulations that in the future may require the Utility to pay for environmental remediation at sites where it has been, or may be, a potentially responsible party.  Such contingencies may exist for the remediation of hazardous substances at various potential sites, including, but not limited to, former MGP sites, power plant sites, and sites used by the Utility for the storage, recycling, or disposal of potentially hazardous materials, even if the Utility did not deposit those substances on the site.

The Utility generally commences the environmental remediation assessment process upon notification from federal or state agencies, or other parties, of a potential site requiring remedial action.  (In some instances, the Utility may voluntarily initiate action to determine its remediation liability for sites that it no longer owns in cooperation with regulatory agencies.  For example, the Utility has begun a voluntary program related to certain former MGP sites.)  Based on such notification, the Utility completes an assessment of the potential site and evaluates whether it is probable that a remediation liability has been incurred.  The Utility records an environmental remediation liability when site assessments indicate remediation is probable and it can reasonably estimate the loss within a range of possible amounts.  Given the complexities of the legal and regulatory environment and the inherent uncertainties involved in the early stages of a remediation project, the process for estimating remediation liabilities is subjective and requires significant judgment.  Key factors evaluated in developing cost estimates include the extent and types of hazardous substances at a potential site, the range of technologies that can be used for remediation, the determination of the Utility’s liability in proportion to other responsible parties, and the extent to which such costs are recoverable from third parties.

When possible, the Utility estimates costs using site-specific information, but also considers historical experience for costs incurred at similar sites depending on the level of information available.  Estimated costs are composed of the direct costs of the remediation effort and the costs of compensation for employees who are expected to devote a significant amount of time directly to the remediation effort.  These estimated costs include remedial site investigations, remediation actions, operations and maintenance activities, post remediation monitoring, and the costs of technologies that are expected to be approved to remediate the site.  Remediation efforts for a particular site generally extend over a period of several years.  During this period, the laws governing the remediation process may change, thereby possibly affecting the cost of the remediation effort.

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The Utility evaluates the possible range of estimated costs and records an environmental remediation liability based on the lower end of the range of estimated costs, unless a more objective estimate can be achieved.  Amounts recorded are not discounted to their present value.  When the Utility is one of several potentially responsible parties, the Utility records the liability based on its estimates of its allocable share of the remediation liability.  The recorded liabilities are re-examined every quarter, and adjustments are made based on changes in facts and circumstances or as additional information becomes available.

At December 31, 2009 and 2008, the Utility’s accruals for undiscounted and gross environmental liabilities were $586 million and $568 million, respectively.  The Utility’s undiscounted future costs could increase to as much as $1 billion if other potentially responsible parties are not able to contribute to these costs or if the extent of contamination or necessary remediation is greater than anticipated, and could increase further if the Utility chooses to remediate beyond regulatory requirements.  Although the Utility has accrued for known environmental obligations that are probable and reasonably estimable, estimated costs may vary significantly from actual costs, and the amount of additional future costs may be material to results of operations in the period in which they are recognized.

Asset Retirement Obligations

The Utility accounts for an asset retirement obligation (“ARO”) at fair value in the period during which the Utility incurs the legal obligation if a reasonable estimate of fair value and its settlement date can be made.  A legal obligation can arise from an existing or enacted law, statute, or ordinance; a written or oral contract; or under the legal doctrine of promissory estoppel.

At the time of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset.  The Utility recognizes a regulatory asset or liability for the timing differences between the recognition of costs as recorded in accordance with GAAP and costs recovered through the ratemaking process.

The fair value of an ARO is dependent upon the following factors:

    ·
Decommissioning costs: The estimated costs for labor, equipment, material, and other disposal costs based on the decommissioning studies;
   
    ·
Inflation adjustment: The estimated cash flows are adjusted for inflation estimates based on the component of cost;
   
    ·
Discount rate: The fair value of the obligation is based on a credit-adjusted risk-free rate that reflects the risk associated with the obligation;
   
    ·
Third-party mark-up adjustments: Internal labor costs included in the cash flow calculation are adjusted for costs that a third party would incur in performing the tasks necessary to retire the asset; and
   
    ·
Estimated date of decommissioning: The fair value of the obligation will change based on the expected date of decommissioning.

Changes in these factors could materially affect the obligation recorded to reflect the ultimate cost associated with retiring the assets.  For example, a premature shutdown of the nuclear facilities at Diablo Canyon would increase the likelihood of an earlier start to decommissioning and cause an increase in the obligation.  (See Note 12 of the Notes to the Consolidated Financial Statements.)  Additionally, if the inflation adjustment increased 25 basis points, this would increase the amount of an ARO by approximately 1.30%.  Similarly, an increase in the discount rate by 25 basis points would decrease the amount of an ARO by 0.90%.  At December 31, 2009, the Utility’s estimated cost of retiring these assets is $1.6 billion.

Accounting for Income Taxes

PG&E Corporation’s and the Utility’s accounting for taxes requires judgment regarding the potential tax effects of ongoing operations and uncertain tax positions to determine obligations owed to tax authorities.  (See Note 9 of the Notes to the Consolidated Financial Statements.)  Amounts of deferred income tax assets and liabilities, as well as current and noncurrent accruals, involve estimates of the timing and probability of recognition of income and deductions.  Actual income taxes could vary from estimated amounts due to the future impacts of various items, including changes in tax laws, PG&E Corporation’s financial condition in future periods, and the final review of filed tax returns by taxing authorities.

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Pension and Other Postretirement Plans

Eligible employees and retirees of PG&E Corporation and its subsidiaries receive qualified and non-qualified non-contributory defined benefit pension plans.  Retired employees and their eligible dependents of PG&E Corporation and its subsidiaries receive contributory medical plans, and certain retired employees participate in life insurance plans (referred to collectively as “other postretirement benefits”).  Amounts that PG&E Corporation and the Utility recognize as costs and obligations to provide pension benefits are based on a variety of factors, including the provisions of the plans, employee demographics and various actuarial calculations, assumptions, and accounting mechanisms.

Actuarial assumptions used in determining pension obligations include the discount rate, the average rate of future compensation increases, and the expected return on plan assets.  Actuarial assumptions used in determining other postretirement benefit obligations include the discount rate, the expected return on plan assets, and the health care cost trend rate.  PG&E Corporation and the Utility review these assumptions on an annual basis and adjust them as necessary.  While PG&E Corporation and the Utility believe that the assumptions used are appropriate, significant differences in actual experience, plan changes, or significant changes in assumptions may materially affect the recorded pension and other postretirement benefit obligations and future plan expenses.

Changes in benefit obligations associated with these assumptions may not be recognized as costs on the statement of income.  Differences between actuarial assumptions and actual plan results are deferred in Accumulated other comprehensive income (loss) and are amortized into cost only when the accumulated differences exceed 10% of the greater of the projected benefit obligation or the market value of the related plan assets.  If necessary, the excess is amortized over the average remaining service period of active employees.  As such, benefit costs recorded in any period may not reflect the actual level of cash benefits provided to plan participants.  PG&E Corporation’s and the Utility’s recorded pension expense totaled $458 million in 2009, $169 million in 2008, and $117 million in 2007.  PG&E Corporation and the Utility recorded expense for other postretirement benefits totaled $94 million in 2009, $44 million in 2008, and $44 million in 2007.

PG&E Corporation and the Utility recognize the funded status of their respective plans on their respective Consolidated Balance Sheet with an offsetting entry to Accumulated other comprehensive income (loss), resulting in no impact to their respective Consolidated Statements of Income.

Since 1993, the CPUC has authorized the Utility to recover the costs associated with its other postretirement benefits based on the annual tax-deductible contributions to the appropriate trusts.  Regulatory adjustments have been recorded in the Consolidated Statements of Income and the Consolidated Balance Sheets of the Utility to reflect the difference between Utility pension expense or income for accounting purposes and Utility pension expense or income for ratemaking, which is based on a funding approach.

The differences between pension benefit costs recognized in accordance with GAAP and amounts recognized for ratemaking purposes are recorded as a regulatory asset or liability as amounts are probable of recovery from customers.  (See Note 3 of the Notes to the Consolidated Financial Statements.)  Therefore, the difference is not expected to impact net income in future periods.

PG&E Corporation’s and the Utility’s funding policy is to contribute tax-deductible amounts, consistent with applicable regulatory decisions and federal minimum funding requirements.  Based upon current assumptions and available information, the Utility has not identified any minimum funding requirements related to its pension plans.

Pension and other postretirement benefit funds are held in external trusts.  Trust assets, including accumulated earnings, must be used exclusively for pension and other postretirement benefit payments.  Consistent with the trusts’ investment policies, assets are invested in U.S. equities, non-U.S. equities, absolute return securities, and fixed income securities.  Investment securities are exposed to various risks, including interest rate risk, credit risk, and overall market volatility.  As a result of these risks, it is reasonably possible that the market values of investment securities could increase or decrease in the near term.  Increases or decreases in market values could materially affect the current value of the trusts and, as a result, the future level of pension and other postretirement benefit expense.

Expected rates of return on plan assets were developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the employee benefit trusts, resulting in a weighted average rate of return on plan assets.  Fixed income returns were projected based on real maturity and credit spreads added to a long-term inflation rate.  Equity returns were estimated based on estimates of dividend yield and real earnings growth added to a long-term rate of inflation.  For the Utility’s defined benefit pension plan, the assumed return of 6.8% compares to a 10-year actual return of 4.7%.

The rate used to discount pension and other postretirement benefit plan liabilities was based on a yield curve developed from market data of approximately 300 Aa-grade non-callable bonds at December 31, 2009.  This yield curve has discount rates that vary based on the duration of the obligations.  The estimated future cash flows for the pension and other postretirement obligations were matched to the corresponding rates on the yield curve to derive a weighted average discount rate.

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The following reflects the sensitivity of pension costs and projected benefit obligation to changes in certain actuarial assumptions:

 (in millions)
  
Increase
(Decrease) in Assumption
    
Increase in 2009 Pension Costs
    
Increase in Projected Benefit Obligation at December 31, 2009
  
Discount rate
     (0.5 )%    $ 70     $ 746  
Rate of return on plan assets
     (0.5 )%      40       -  
Rate of increase in compensation
     0.5 %       32       176  

The following reflects the sensitivity of other postretirement benefit costs and accumulated benefit obligation to changes in certain actuarial assumptions:

(in millions)
  
Increase
(Decrease) in Assumption
    
Increase in 2009
Other Postretirement Benefit Costs
    
Increase in Accumulated Benefit Obligation at December 31, 2009
  
Health care cost trend rate
     0.5 %     $ 6     $ 39  
Discount rate
     (0.5 )%      6       84  
Rate of return on plan assets
     (0.5 )%      5       -  


Transfers and Servicing (Topic 860) – Accounting for Transfers of Financial Assets

In December 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2009-16, “Transfers and Servicing (Topic 860) – Accounting for Transfers of Financial Assets” (“ASU No. 2009-16”).  ASU No. 2009-16 eliminates the concept of a qualifying special-purpose entity and clarifies the requirements for derecognizing a financial asset and for applying sale accounting to a transfer of a financial asset.  In addition, ASU No. 2009-16 requires an entity to disclose more information about transfers of financial assets; the entity’s continuing involvement, if any, with transferred financial assets; and the entity’s continuing risks, if any, from transferred financial assets.  ASU No. 2009-16 is effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2010.  PG&E Corporation and the Utility are currently evaluating the impact of ASU No. 2009-16.

Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities

In December 2009, the FASB issued ASU No. 2009-17, “Consolidations (Topic 810) – Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU No. 2009-17”).  ASU No. 2009-17 amends the Consolidation Topic of the FASB Accounting Standards Codification (“ASC”) regarding when and how to determine, or re-determine, whether an entity is a variable interest entity (“VIE”).  In addition, ASU No. 2009-17 replaces the Consolidation Topic of the FASB ASC’s quantitative approach for determining who has a controlling financial interest in a VIE with a qualitative approach.  Furthermore, ASU No. 2009-17 requires ongoing assessments of whether an entity is the primary beneficiary of a VIE.  ASU No. 2009-17 is effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2010.  PG&E Corporation and the Utility are currently evaluating the impact of ASU No. 2009-17.


Risks Related to PG&E Corporation

As a holding company, PG&E Corporation depends on cash distributions and reimbursements from the Utility to meet its debt service and other financial obligations and to pay dividends on its common stock.

PG&E Corporation is a holding company with no revenue generating operations of its own.  PG&E Corporation’s ability to pay interest on its $247 million of Convertible Subordinated Notes and to pay dividends on its common stock, as well as satisfy its other financial obligations, primarily depends on the earnings and cash flows of the Utility and the ability of the Utility to distribute cash to PG&E Corporation (in the form of dividends and share repurchases) and reimburse PG&E Corporation for the Utility’s share of applicable expenses.  Before it can distribute cash to PG&E Corporation, the Utility must use its resources to satisfy its own obligations, including its obligation to serve customers, to pay principal and interest on outstanding debt, to pay preferred stock dividends, and meet its obligations to employees and creditors.  If the Utility is not able to make distributions to PG&E Corporation or to reimburse PG&E Corporation, PG&E Corporation’s ability to meet its own obligations could be impaired and its ability to pay dividends could be restricted.

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PG&E Corporation could be required to contribute capital to the Utility or be denied distributions from the Utility to the extent required by the CPUC’s determination of the Utility’s financial condition.

The CPUC imposed certain conditions when it approved the original formation of a holding company for the Utility, including an obligation by PG&E Corporation’s Board of Directors to give “first priority” to the capital requirements of the Utility, as determined to be necessary and prudent to meet the Utility’s obligation to serve or to operate the Utility in a prudent and efficient manner.  The CPUC later issued decisions adopting an expansive interpretation of PG&E Corporation’s obligations under this condition, including the requirement that PG&E Corporation “infuse the Utility with all types of capital necessary for the Utility to fulfill its obligation to serve.”  The CPUC’s interpretation of PG&E Corporation’s obligation under the first priority condition could require PG&E Corporation to infuse the Utility with significant capital in the future or could prevent distributions from the Utility to PG&E Corporation, either of which could materially restrict PG&E Corporation’s ability to pay or increase its common stock dividend, meet other obligations, or execute its business strategy.

Risks Related to PG&E Corporation and the Utility

PG&E Corporation’s and the Utility’s financial condition and results of operations will be affected by the terms of future debt and equity financings.

The Utility’s ability to fund its operations, pay principal and interest on its debt, fund capital expenditures and provide collateral to support its natural gas and electricity procurement hedging contracts depends on the levels of its operating cash flow and access to the capital and credit markets.  In addition, PG&E Corporation’s ability to fund its operations, make capital expenditures, and contribute equity to the Utility as needed to maintain the Utility’s CPUC-authorized equity ratio depends on the ability of the Utility to pay dividends to PG&E Corporation and PG&E Corporation’s independent access to the capital and credit markets.  PG&E Corporation may also be required to access the capital markets when the Utility is successful in selling long-term debt so that it may make the equity contributions required to maintain the Utility’s applicable equity ratio.

If the Utility were unable to access the capital markets, it could be required to decrease or suspend dividends to PG&E Corporation.  PG&E Corporation also would need to consider its alternatives, such as contributing capital to the Utility, to enable the Utility to fulfill its obligation to serve.  If PG&E Corporation is required to contribute equity to the Utility in these circumstances, it would be required to secure these funds from the capital or credit markets.

PG&E Corporation’s and the Utility’s ability to access the capital and credit markets and the costs and terms of available financing depend on many factors, including changes in their credit ratings, changes in the federal or state regulatory environment affecting energy companies, the overall health of the energy industry, volatility in electricity or natural gas prices, and general economic and market conditions.

Market performance or changes in other assumptions could require PG&E Corporation and the Utility to make significant unplanned contributions to its pension plan, other postretirement benefits plans, and nuclear decommissioning trusts.

PG&E Corporation and the Utility provide defined benefit pension plans and other postretirement benefits for eligible employees and retirees.  The Utility also maintains three trusts for the purposes of providing funds to decommission its nuclear facilities.  Up to approximately 60% of the plan assets and trust assets have generally been invested in equity securities, which are subject to market fluctuation.  A decline in the market value may increase the funding requirements for these plans and trusts.

The cost of providing pension and other postretirement benefits is also affected by other factors, including the assumed rate of return on plan assets, employee demographics, discount rates used in determining future benefit obligations, rates of increase in health care costs, levels of assumed interest rates, future government regulation, and prior contributions to the plans.  Similarly, funding requirements for the nuclear decommissioning trusts are affected by changes in the laws or regulations regarding nuclear decommissioning or decommissioning funding requirements, changes in assumptions as to decommissioning dates, technology and costs of labor, materials and equipment change, and assumed rate of return on plan assets.  For example, changes in interest rates affect the liabilities under the plans: as interest rates decrease, the liabilities increase, potentially increasing the funding requirements.

The Utility recovers forecasted costs to fund pension and postretirement plan contributions and nuclear decommissioning through rates.  If the Utility is required to make significant unplanned contributions to fund the pension and postretirement plans and nuclear decommissioning trusts and is unable to recover such contributions in rates, the contributions would negatively affect PG&E Corporation’s and the Utility’s financial condition, cash flows, and results of operations.

Other Utility obligations, such as its workers’ compensation obligations, are not separately earmarked for recovery through rates.  Therefore, increases in the Utility’s workers’ compensation liabilities and other unfunded liabilities caused by a decrease in the applicable discount rate negatively impact net income.
 
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The Utility’s revenues, operating results, and financial condition may fluctuate with the economy and the economy’s corresponding impact on the Utility’s customers.

The Utility is impacted by the economic cycle of the customers it serves.  The declining economy in the Utility’s service territory and the declines in the values of residential real estate have resulted in lower customer demand and lower customer growth at the Utility, and an increase in unpaid customer accounts receivable.  Increasing unemployment could further reduce demand as residential customers voluntarily reduce their consumption of electricity in response to decreases in their disposable income.  A sustained downturn or sluggishness in the economy could reduce the Utility’s sales to industrial and commercial customers.  Although the Utility generally recovers its costs through rates, regardless of sales volume, rate pressures increase when the costs are borne by a smaller sales base.

The completion of capital investment projects is subject to substantial risks, and the rate at which the Utility invests and recovers capital will directly affect net income.

The Utility’s ability to develop new generation facilities and to invest in its electric and gas systems is subject to many risks, including risks related to obtaining regulatory approval for capital investment projects, securing adequate and reasonably priced financing, obtaining and complying with the terms of permits, meeting construction budgets and schedules, and satisfying operating and environmental performance standards.  Third-party contractors on which the Utility depends to develop these projects also face many of these risks.  The development of proposed Utility-owned renewable energy projects may also be affected by the extent to which necessary electric transmission facilities are built and evolving federal and state policies regarding the development of a “smart” electric transmission grid.  Changes in tax laws or policies, such as those relating to production and investment tax credits for renewable energy projects, may also affect when or whether the Utility develops a potential project.  In addition, reduced forecasted demand for electricity and natural gas as a result of the slowing economy may also increase the risk that projects are deferred, abandoned, or cancelled.

In addition, the Utility may incur costs that it will not be permitted to recover from customers.  The Utility’s amount and timing of capital expenditures can be affected by changes in the economy that impact customer demand and the rate of new customer connections.  If capital spending in a particular time period is greater than assumed when rates were set, earnings could be negatively affected by an increase in depreciation, taxes, and financing interest and the absence of authorized revenue requirements to recover an ROE on the amount of capital expenses that exceeds assumed amounts.

PG&E Corporation’s investment in new natural gas pipeline projects is subject to similar risks and, in the case of the proposed Pacific Connector, is subject to the development of a proposed liquefied natural gas storage terminal by third parties.  In addition, pipeline project development is conditioned on obtaining certain levels of capacity commitments from shippers.  Many of these conditions must be satisfied by PG&E Corporation’s investment partners.

PG&E Corporation’s and the Utility’s financial statements reflect various estimates, assumptions, and values; changes to these estimates, assumptions, and values – as well as the application of and changes in accounting rules, standards, policies, guidance, or interpretations – could materially affect PG&E Corporation’s and the Utility’s financial condition or results of operations.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, and liabilities, and the disclosure of contingencies.  (See the discussion under Note 1 of the Notes to the Consolidated Financial Statements and the section entitled “Critical Accounting Policies” in the MD&A.)  If the information on which the estimates and assumptions are based prove to be incorrect or incomplete; if future events do not occur as anticipated; or if there are changes in applicable accounting guidance, policies, or interpretation, management’s estimates and assumptions will change as appropriate.  A change in management’s estimates or assumptions, or the recognition of actual losses that differ from the amount of estimated losses, could have a material impact on PG&E Corporation’s and the Utility’s financial condition and results of operations.  For example, if management can no longer assume that potentially responsible parties will pay a material share of the costs of environmental remediation or if PG&E Corporation or the Utility incurs losses in connection with environmental remediation; litigation; or other legal, administrative, or regulatory proceedings that materially exceed the provision it estimated for these liabilities, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flow would be materially adversely affected.

PG&E Corporation’s and the Utility’s financial condition depends upon the Utility’s ability to recover its costs in a timely manner from the Utility’s customers through regulated rates and otherwise execute its business strategy.

The Utility’s financial condition particularly depends on its ability to recover in rates, in a timely manner, the costs of electricity and natural gas purchased for its customers, its operating expenses, and an adequate return of and on the capital invested in its utility assets, including the costs of long-term debt and equity issued to finance their acquisition.  Unanticipated changes in operating expenses or capital expenditures can cause material differences between forecasted costs used to determine rates and actual costs incurred, which, in turn, affect the Utility’s ability to earn its authorized rate of return.  The Utility’s revenue requirements for its basic electric and natural gas distribution operations and its electric generation operations have been set by the CPUC through 2010, and the Utility’s next GRC will not be effective until January 1, 2011.  In addition, the CPUC or the FERC may not allow the Utility to recover costs that it has already incurred on the basis that such costs were not reasonably or prudently incurred or for other reasons.

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The CPUC also has authorized the Utility to collect rates to recover the costs of various public policy programs that provide customer incentives and subsidies for energy efficiency programs and for the development and use of renewable and self-generation technologies.  In addition, the CPUC has authorized ratemaking mechanisms that permit the utilities to earn incentives (or incur a reimbursement obligation) depending on the extent to which the utilities meet the CPUC’s energy savings and demand reduction goals over three-year program cycles.  There is considerable uncertainty about how the costs and the savings attributable to these energy efficiency programs will be measured and verified.  As customer rates rise to reflect these subsidies, customer incentives, or shareholder incentives, the risk may increase that the CPUC or another state authority will disallow recovery of some of the Utility’s costs based on a determination that the costs were not reasonably incurred or for some other reason, resulting in stranded investment capital.

In addition, changes in laws and regulations or changes in the political and regulatory environment may have an adverse effect on the Utility’s ability to timely recover its costs and earn its authorized rate of return.  During the 2000–2001 energy crisis that followed the implementation of California’s electric industry restructuring, the Utility could not recover in rates the high prices it had to pay for wholesale electricity, which ultimately caused the Utility to file a petition for reorganization under Chapter 11.  In 2003, PG&E Corporation, the Utility, and the CPUC entered into a settlement agreement to resolve the Utility’s Chapter 11 proceeding, which was incorporated into the Utility’s plan of reorganization that became effective in April 2004.  Even though the settlement agreement and current regulatory mechanisms contemplate that the CPUC will give the Utility the opportunity to recover its reasonable and prudent future costs of electricity and natural gas in its rates, the CPUC may not find that all of the Utility’s costs are reasonable and prudent, or the CPUC may take actions or fail to take actions that would be to the Utility’s detriment.  In addition, the bankruptcy court having jurisdiction of the Chapter 11 settlement agreement or other courts may fail to implement or enforce the terms of the Chapter 11 settlement agreement and the Utility’s plan of reorganization in a manner that would produce the economic results that PG&E Corporation and the Utility intend or anticipate.

The Utility’s failure to recover any material amount of its costs through its rates in a timely manner would have a material adverse effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows.

The Utility faces uncertainties associated with the future level of bundled electric load for which it must procure electricity and secure generating capacity and, under certain circumstances, may not be able to recover all of its costs.

The Utility must procure electricity to meet customer demand, plus applicable reserve margins not satisfied from the Utility’s own generation facilities and existing electricity contracts.  When customer demand exceeds the amount of electricity that can be economically produced from the Utility’s own generation facilities plus net energy purchase contracts (including DWR contracts allocated to the Utility’s customers), the Utility will be in a “short” position.  When the Utility’s supply of electricity from its own generation resources plus net energy purchase contracts exceeds customer demand, the Utility is in a “long” position.

The amount of electricity the Utility needs to meet the demands of customers that is not satisfied from the Utility’s own generation facilities, existing purchase contracts, or DWR contracts allocated to the Utility’s customers could increase or decrease due to a variety of factors, including, without limitation a change in the number of the Utility’s customers, periodic expirations, or terminations of the Utility’s existing electricity purchase contracts termination of the DWR’s obligations to provide electricity under purchase contracts allocated to the Utility’s customers; execution of new energy and capacity purchase contracts; fluctuation in the output of hydroelectric and other renewable power facilities owned or under contract by the Utility; implementation of new energy efficiency and demand response programs; and the acquisition, retirement, or closure of generation facilities.  The amount of electricity the Utility would need to purchase would immediately increase if there were an unexpected outage at Diablo Canyon or any of its other significant generation facilities, if the Utility had to shut down Diablo Canyon for any reason, or if any of the counterparties to the Utility’s electricity purchase contracts or the DWR allocated contracts did not perform due to bankruptcy or for some other reason.  In addition, as the electricity supplier of last resort, the amount of electricity the Utility would need to purchase also would immediately increase if a material number of customers who purchase electricity from alternate energy providers (referred to as “direct access” customers) or customers of community choice aggregators (see below) decided to return to receiving bundled services from the Utility.

If the Utility’s short position unexpectedly increases, the Utility would need to purchase electricity in the wholesale market under contracts priced at the time of execution or, if made in the spot market, at the then current market price of wholesale electricity.  The inability of the Utility to purchase electricity in the wholesale market at prices or on terms that the CPUC finds reasonable, or in quantities sufficient to satisfy the Utility’s short position, could have a material adverse effect on the financial condition, results of operations, or cash flow of the Utility and PG&E Corporation.

Alternatively, the Utility would be in a long position if the number of Utility customers declined because of a general economic downturn in the Utility service territory, the restoration of customer direct access, municipalization, or the formation and operation of community choice aggregators.  California law permits California cities and counties which have registered as community choice aggregators to purchase and sell electricity for their residents and businesses.  The Utility would continue to provide distribution, metering, and billing services to the community choice aggregators’ customers, and would be those customers’ electricity provider of last resort.

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In addition, the Utility could lose customers, or experience lesser demand, because of increased self-generation.  The risk of the loss of customers and decreased demand through self-generation is increasing as the CPUC has approved various programs to provide self-generation incentives and subsidies to customers to encourage development and use of renewable and distributed generating technologies, such as solar technology.  The number of the Utility’s customers also could decline due to stricter GHG regulations or other state regulations that cause customers to leave the Utility’s service territory.

If the Utility were in a long position, the Utility would be required to sell the excess electricity purchased from third parties under electricity purchase contracts, possibly at a loss.  In addition, excess electricity generated by the Utility’s own generation facilities may also have to be sold, possibly at a loss, and costs that the Utility may have incurred to develop or acquire new generation resources may become stranded.

If the CPUC fails to adjust the Utility’s rates to reflect the impact of changing loads, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows could be materially adversely affected.

If the new day-ahead, hour-ahead, and real-time wholesale electricity markets that became effective in California during 2009 do not continue to function effectively, or if the Utility incurs costs to adapt to future changes to the rules governing these markets or losses in connection with congestion charges and these costs and losses are not recoverable, PG&E Corporation’s and the Utility’s results of operations and financial condition could be negatively impacted.

In response to the electricity market manipulation that occurred during the 2000–2001 energy crisis and the underlying need for improved congestion management, the CAISO undertook an initiative called Market Redesign and Technology Upgrade (“MRTU”) to implement a new day-ahead wholesale electricity market and to improve electricity grid management reliability, operational efficiencies, and related technology infrastructure.  MRTU became effective on April 1, 2009.  The CAISO will be implementing additional market design features over the next several years in order to meet FERC mandates and to include features that were deferred in the initial market launch.  MRTU has added significant market complexity and has required the Utility to make major changes to its systems and software interfacing with the CAISO.  As directed by the CPUC, the Utility has sought recovery of the costs it incurred to accommodate MRTU in the CPUC proceeding established to determine whether the Utility’s 2009 electric procurement costs were properly recorded.

Among other features, the MRTU initiative provides that electric transmission congestion costs and credits will be determined between any two locations and charged to the market participants, including load-serving entities (“LSEs”) like the Utility that take energy that passes between those locations.  The CAISO has created congestion revenue rights (“CRRs”) to allow market participants, including LSEs, to hedge the financial risk of CAISO-imposed congestion charges in the MRTU day-ahead market.  The CAISO releases CRRs through an annual and monthly process, each of which includes both an allocation phase (in which LSEs receive CRRs at no cost based on the customer demand or “load” they serve) and an auction phase (priced at market and available to all market participants).  The Utility has been allocated and has acquired via auction certain CRRs as of December 31, 2009, and anticipates acquiring additional CRRs through the allocation and auction phases.  CRRs are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.

If the Utility incurs significant costs to implement MRTU and subsequent phases, including the costs associated with CRRs, that are not timely recovered from customers; if the new market mechanisms created by MRTU result in any price/market flaws that are not promptly and effectively corrected by the market mechanisms, the CAISO, or the FERC; if the Utility’s CRRs are not sufficient to hedge the financial risk associated with its CAISO-imposed congestion costs under MRTU; or if either the CAISO’s or the Utility’s MRTU-related systems and software do not perform as intended, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows could be materially adversely affected.
 
The Utility may fail to realize the benefits of its advanced metering system, the advanced metering system may fail to perform as intended, or the Utility may incur unrecoverable costs to deploy the advanced metering system and associated dynamic pricing, resulting in higher costs and/or reduced cost savings.
 
During 2006, the Utility began to implement the SmartMeterTM advanced metering infrastructure project for residential and small commercial customers.  This project, which is expected to be completed by the end of 2011, involves the installation of approximately 10 million advanced electricity and gas meters throughout the Utility’s service territory.  Advanced meters will allow customer usage data to be transmitted through a communication network to a central collection point, where the data will be stored and used for billing and other commercial purposes.

The CPUC has authorized the Utility to recover approximately $2.2 billion in estimated project costs, including $1.8 billion of capital expenditures.  In addition, the Utility can recover in rates 90% of up to $100 million in costs that exceed the authorized $2.2 billion without a reasonableness review by the CPUC.  The remaining 10% will not be recoverable in rates.  If additional costs exceed the $100 million threshold, the Utility may request recovery of the additional costs, subject to a reasonableness review.

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The CPUC also has ordered the Utility to implement “dynamic pricing” for its electricity customers to encourage efficient energy consumption and cost-effective demand response by more closely aligning retail rates with the wholesale electricity market.  The Utility is required to implement dynamic pricing for its large commercial and industrial customers based on critical peak prices by May of 2010, but these customers may choose an alternative rate structure.  Starting in November 2011, the Utility is required to implement dynamic pricing for small and medium non-residential customers who have advanced meters based on time-of-use (“TOU”) and critical peak pricing, but these customers may choose an alternative rate structure, such as TOU without critical peak pricing.  The Utility has requested that the CPUC authorize the Utility to recover estimated costs of approximately $160 million to implement dynamic pricing, including approximately $32 million as an allowance for unforeseen costs the Utility may incur in connection with such a large and complex capital project.  A proposed decision has been issued for the CPUC’s consideration recommending that the Utility be authorized to recover $123.6 million, its estimated costs excluding the $32 million contingency amount. Any costs the Utility incurs in excess of $123.6 million would be recoverable only if the CPUC determines that such costs were reasonable.  It is anticipated the CPUC will issue a final decision in the first quarter of 2010.

If the Utility fails to recognize the expected benefits of its advanced metering infrastructure, if the Utility incurs additional advanced metering costs that the CPUC does not find reasonable or are unrecoverable, if the Utility incurs costs to implement dynamic pricing that are not recoverable, or if the Utility cannot integrate the new advanced metering system with its billing and other computer information systems, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows could be materially adversely affected.

If the Utility cannot timely meet the applicable resource adequacy or renewable energy requirements, the Utility may be subject to penalties.

The Utility must achieve an electricity planning reserve margin of 15% to 17% in excess of peak capacity electricity requirements.  The CPUC can impose a penalty if the Utility fails to acquire sufficient capacity to meet these resource adequacy requirements for a particular year.  The penalty for failure to procure sufficient system resource adequacy capacity (i.e., resources that are deliverable anywhere in the CAISO-controlled electricity grid) is equal to three times the cost of the new capacity that the Utility should have secured.  The CPUC has set this penalty at $120 per kW-year.  The CPUC also adopted “local” resource adequacy requirements for specific regions in which locally-situated electricity capacity may be needed due to transmission constraints.  The CPUC set the penalty for failure to meet local resource adequacy requirements at $40 per kW-year.  In addition to penalties, the CAISO can require LSEs that fail to meet their resource adequacy requirements to pay the CAISO’s cost of buying electricity capacity to fulfill the LSEs’ resource adequacy target levels.  If the Utility fails to meet resource adequacy requirements, the Utility may be subject to penalties imposed by the CPUC and the CAISO.

In addition, California law requires retail sellers such as the Utility to comply with the RPS by increasing their deliveries of renewable energy each year so that the amount of electricity delivered from eligible renewable resources equals at least 20% of their total retail sales by the end of 2010.  If a retail seller is unable to meet its target for a particular year, the current CPUC “flexible compliance” rules allow the deficit to be carried forward for up to three years (i.e., to 2013), so that future deliveries of renewable power can be used to make up the deficit.  Although the California governor vetoed legislation to increase the RPS mandate to at least 33% by 2020, he issued an executive order directing the CARB to adopt regulations by July 31, 2010 that would require all load-serving entities, including the utilities, to reach a 33% RPS by 2020.  (In December 2008, the CARB issued a scoping plan containing recommendations on how to implement the GHG reductions required by current California law, including a recommendation to establish a 33% RPS mandate.  The governor’s executive order is consistent with this recommendation.)

Under existing regulations implementing the 20% RPS by 2010, the CPUC can impose penalties of $50 per megawatt-hour (“MWh”), up to $25 million per year, for an unexcused failure to comply with the current RPS requirements.  The CPUC can excuse noncompliance if a retail seller is able to demonstrate good cause, such as insufficient transmission capacity or the failure of the renewable energy provider to timely develop a renewable resource.  Following several RFOs and bilateral negotiations, the Utility entered into various agreements to purchase renewable generation to be produced by facilities proposed to be developed by third parties.  The development of these renewable generation facilities is subject to many risks, including risks related to permitting, financing, technology, fuel supply, environmental matters, and the construction of sufficient transmission capacity.  Whether the Utility can meet the current RPS, even while relying on the flexible compliance rules, depends on timely development of renewable energy facilities.  Additionally, it is uncertain whether the new regulations for a 33% RPS to be adopted by the CARB and other regulatory agencies would include provisions for the imposition of penalties for failure to meet the increased RPS requirement.  If penalty provisions were to be adopted, it is uncertain whether provisions would be included to excuse noncompliance and whether any penalties that may be imposed would be duplicative of any penalty imposed by the CPUC for failure to meet the current RPS requirement.

The Utility faces the risk of unrecoverable costs if its customers obtain distribution and transportation services from other providers as a result of municipalization, technological change, or other forms of bypass.

The Utility’s customers could bypass its distribution and transportation system by obtaining service from other sources.  This may result in stranded investment capital, loss of customer growth, and additional barriers to cost recovery.  Forms of bypass of the Utility’s electricity distribution system include construction of duplicate distribution facilities to serve specific existing or new customers and condemnation of the Utility’s distribution facilities by local governments or municipal districts.  Also, the Utility’s natural gas transportation facilities could risk being bypassed by interstate pipeline companies that construct facilities in the Utility’s markets, by customers who build pipeline connections that bypass the Utility’s natural gas transportation and distribution system, or by customers who use and transport liquefied natural gas.

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If the number of the Utility’s customers declines due to municipalization or other forms of bypass and the Utility’s rates are not adjusted in a timely manner to allow it to fully recover its investment in electricity and natural gas facilities and electricity procurement costs, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows could be materially adversely affected.

Electricity and natural gas markets are highly volatile, and regulatory responsiveness to that volatility could be insufficient.  Changing commodity prices may increase short-term cash requirements.

Commodity markets for electricity and natural gas are highly volatile and subject to substantial price fluctuations.  A variety of factors that are largely outside of the Utility’s control may contribute to commodity price volatility, including:

·
weather;
   
·
supply and demand;
   
·
the availability of competitively priced alternative energy sources;
   
·
the level of production of natural gas;
   
·
the availability of nuclear fuel;
   
·
the availability of liquefied natural gas supplies;
   
·
the price of fuels that are used to produce electricity, including natural gas, crude oil, coal and nuclear materials;
   
·
the transparency, efficiency, integrity, and liquidity of regional energy markets affecting California;
   
·
electricity transmission or natural gas transportation capacity constraints;
   
·
federal, state, and local energy, and environmental regulation and legislation; and
   
·
natural disasters, war, terrorism, and other catastrophic events.

The Utility’s exposure to natural gas price volatility will increase as the DWR electricity purchase contracts allocated to the Utility begin to expire or as the DWR contracts are terminated or assigned to the Utility.  The final DWR contract is scheduled to expire in 2015.  Although the Utility attempts to execute CPUC-approved hedging programs to reduce the natural gas price risk, these hedging programs may not be successful or the costs of the Utility’s hedging programs may not be fully recoverable.

Further, if wholesale electricity or natural gas prices significantly increase, public pressure, other regulatory influences, governmental influences, or other factors could constrain the CPUC from authorizing timely recovery of the Utility’s costs from customers.  If the Utility cannot recover a material amount of its costs in its rates in a timely manner, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows would be materially adversely affected.

Economic downturn and the resulting drop in demand for energy commodities has reduced the prices of electricity and natural gas and required the Utility to deposit or return collateral in connection with its commodity hedging contracts.  To the extent such commodity prices remain volatile, the Utility’s liquidity and financing needs may fluctuate due to the collateral requirements associated with its commodity hedging contracts.  If the Utility is required to finance higher liquidity levels, the increased interest costs may negatively impact net income.

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The Utility’s financial condition and results of operations could be materially adversely affected if it cannot successfully manage the risks inherent in operating the Utility’s facilities and information systems.

The Utility owns and operates extensive electricity and natural gas facilities that are interconnected to the U.S. western electricity grid and numerous interstate and continental natural gas pipelines.  These interconnected systems are becoming increasingly reliant on evolving information technology systems, including the development of technologies and systems to establish a “Smart Grid” to monitor and manage the nation’s interconnected electric transmission grids.  The Utility’s wide deployment of an advanced metering infrastructure throughout its service territory in California, in combination with the system changes needed to implement “dynamic pricing” for the Utility’s customers, may increase the risk of damage from a systemwide failure or from an intentional disruption of the system by third parties.  The operation of the Utility’s facilities and information systems and the facilities and information systems of third parties on which it relies involves numerous risks, the realization of which can affect demand for electricity or natural gas; result in unplanned outages; reduce generating output; cause damage to the Utility’s assets or operations or those of third parties on which it relies; or subject the Utility to claims by customers or third parties for damage to property, personal injury, or the failure to maintain confidentiality of customer information.  These risks include:

·
operating limitations that may be imposed by environmental laws or regulations, including those relating to GHG, or other regulatory requirements;
 
 
·
imposition of stricter operational performance standards by agencies with regulatory oversight of the Utility’s facilities;
 
 
·
environmental accidents, including the release of hazardous or toxic substances into the air or water, urban wildfires, and other events caused by operation of the Utility’s facilities or equipment failure;
 
 
·
fuel supply interruptions;
 
 
·
equipment failure;
 
 
·
failure or intentional disruption of the Utility’s information systems, including those relating to operations, such as the advanced metering infrastructure being deployed by the Utility, or financial information, such as customer billing;
   
·
labor disputes, workforce shortage, and availability of qualified personnel;
 
 
·
weather, storms, earthquakes, wildland and other fires, floods or other natural disasters, war, pandemic, and other catastrophic events;
 
 
·
explosions, accidents, dam failure, mechanical breakdowns, and terrorist activities; and
   
·
other events or hazards.

In 2008, the Utility undertook a thorough review of its operating practices and procedures used in its natural gas system, including its gas leak survey practices.  The Utility determined that improvements needed to be made to operating practices and procedures, including increasing the accuracy of gas maintenance records and compliance with operating procedures.  During 2009, the Utility incurred costs of approximately $100 million to accelerate the work associated with systemwide gas leak surveys.  The accelerated work is scheduled to be completed in April 2010.  Throughout this time, the CPUC’s Consumer Protection and Safety Division (“CPSD”) has been conducting an informal investigation of the Utility’s natural gas distribution maintenance practices.  The Utility has provided information to the CPSD about the Utility’s review and the remedial steps the Utility has taken.  PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows would be materially adversely affected if the Utility were to incur material costs or other material liabilities in connection with these operational issues that were not recoverable through rates or otherwise offset by operating efficiencies or other revenues.

37
In addition, the Utility’s insurance may not be sufficient or effective to provide recovery under all circumstances or against all hazards or liabilities to which the Utility is or may become subject.  An uninsured loss could have a material adverse effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows.  Future insurance coverage may not be available at rates and on terms as favorable as the rates and terms of the Utility’s current insurance coverage.

The Utility may experience a labor shortage if it is unable to attract and retain qualified personnel to replace employees who retire or leave for other reasons, or the Utility’s operations may be affected by labor disruptions as a substantial number of employees are covered by collective bargaining agreements that are subject to re-negotiation as their terms expire.

The Utility’s workforce is aging and many employees will become eligible to retire within the next few years.  Although the Utility has undertaken efforts to recruit and train new field service personnel, the Utility may not be successful.  The Utility may be faced with a shortage of experienced and qualified personnel that could negatively impact the Utility’s operations as well as its financial condition and results of operations.

At December 31, 2009, there were 12,648 Utility employees covered by collective bargaining agreements with three unions.  The terms of these agreements impact the Utility’s labor costs.  While these contracts are re-negotiated, it is possible that labor disruptions could occur.  In addition, it is possible that some of the remaining non-represented Utility employees will join one of these unions in the future.

The Utility’s future operations may be impacted by climate change that may have a material impact on the Utility’s financial condition and results of operations.

A report issued on June 16, 2009 by the U.S. Global Change Research Program (an interagency effort led by the National Oceanic and Atmospheric Administration) states that climate changes caused by rising emissions of carbon dioxide and other heat-trapping gases have already been observed in the United States, including increased frequency and severity of hot weather, reduced runoff from snow pack, and increased sea levels. In December 2009, the EPA issued a finding that GHG emissions cause or contribute to air pollution that endangers public health and welfare.  The impact of events or conditions caused by climate change could range widely, from highly localized to worldwide, and the extent to which the Utility’s operations may be affected is uncertain.  For example, if reduced snowpack decreases the Utility’s hydroelectric generation, there will be a need for additional generation from other sources.  Under certain circumstances, the events or conditions caused by climate change could result in a full or partial disruption of the ability of the Utility – or one or more of the entities on which it relies – to generate, transmit, transport, or distribute electricity or natural gas.  The Utility has been studying the potential effects of climate change on the Utility’s operations and is developing contingency plans to adapt to those events and conditions that the Utility believes are most significant.  Events or conditions caused by climate change could have a greater impact on the Utility’s operations than has been forecast and could result in lower revenues or increased expenses, or both.  If the CPUC fails to adjust the Utility’s rates to reflect the impact of events or conditions caused by climate change, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows could be materially adversely affected.

The Utility’s operations are subject to extensive environmental laws, and changes in or liabilities under these laws could adversely affect its financial condition and results of operations.

The Utility’s operations are subject to extensive federal, state, and local environmental laws and permits.  Complying with these environmental laws has, in the past, required significant expenditures for environmental compliance, monitoring, and pollution control equipment, as well as for related fees and permits.  Compliance in the future may require significant expenditures relating to reduction of GHG, regulation of water intake or discharge at certain facilities, and mitigation measures associated with electric and magnetic fields.  Generally, the Utility has recovered the costs of complying with environmental laws and regulation in the Utility’s rates, subject to reasonableness review.

California legislation imposes a statewide limit on the emission of GHG that must be achieved by 2020 and prohibits LSEs, including investor-owned utilities, from entering into long-term financial commitments for generation resources unless the new generation resources conform to a GHG emission performance standard.  In November 2009, the CARB issued preliminary draft regulations to establish a cap-and-trade program that would set a declining ceiling on GHG emissions and allow companies to buy and sell emission allowance or offsets to meet it.  Depending on the final form of regulations adopted by the CARB, the Utility could incur significant additional costs to ensure that it complies with the new rules.  In addition, the Utility expects that its cost to procure electricity from other generation providers will reflect their costs of compliance and the actual market price of emission allowances.  The Utility estimates that these costs could total approximately $1 billion per year beginning in 2012, assuming a market price for emissions allowances of $30 per metric tonne and that the Utility is not freely allocated some or all of its emission allowances to reduce customer costs.  Although these costs are expected to be passed through to customers, there can be no assurance that the CPUC will permit full recovery of these costs.

38
In addition, the Utility already has significant liabilities (currently known, unknown, actual, and potential) related to environmental contamination at current and former Utility facilities, including natural gas compressor stations and former MGP sites, as well as at third-party-owned sites.  From the mid-1800s through the early 1900s, before the advent of natural gas, the Utility owned and operated 41 MGPs located throughout its service territory.  Those operations generated residues – mainly coal tar (similar to roofing tar), lampblack (an oily soot), and coal ash.  Some of these residues were disposed of on the MGP site, and in some cases they remain on the properties today.  Some compounds contained in the residues are now classified as hazardous.  The Utility has a program, in cooperation with the California Environmental Protection Agency, to evaluate and take appropriate action to mitigate any potential environmental concerns posed by certain of these former MGP sites.  As part of this program, the Utility recently contacted the owners of property located on three former MGP sites in urban, residential areas of San Francisco to offer to test the soil for residues, and depending on the results of such tests, to take appropriate remedial action.  Until the Utility’s investigation is complete, the extent of the Utility’s obligation to remediate is established, and appropriate remedial actions are determined, the Utility is unable to determine the amount it may spend in the future to remediate these MGP sites in San Francisco.  The CPUC has established a special ratemaking mechanism under which the Utility is authorized to recover 90% of environmental costs associated with hazardous waste remediation, including the cleanup of these MGP sites, without a reasonableness review.  There is no guarantee that the CPUC will not discontinue or change this ratemaking mechanism in the future.  In addition, this ratemaking mechanism does not apply to costs or losses the Utility may incur as a result of claims for property damage or personal injury.

The Utility’s environmental compliance and remediation costs could increase, and the timing of its future capital expenditures may accelerate, if standards become stricter, regulation increases, other potentially responsible parties cannot or do not contribute to cleanup costs, conditions change, or additional contamination is discovered.  If the Utility must pay materially more than the amount that it currently has accrued on its Consolidated Balance Sheets to satisfy its environmental remediation obligations, including those related to former MGP sites, and if the Utility cannot recover those or other costs of complying with environmental laws in its rates in a timely manner, or at all, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flow would be materially adversely affected.

The operation and decommissioning of the Utility’s nuclear power plants expose it to potentially significant liabilities and capital expenditures that it may not be able to recover from its insurance or other sources, adversely affecting its financial condition, results of operations, and cash flow.

Operating and decommissioning the Utility’s nuclear power plants expose it to potentially significant liabilities and capital expenditures, including not only the risk of death, injury, and property damage from a nuclear accident but matters arising from the storage, handling, and disposal of radioactive materials, including spent nuclear fuel; stringent safety and security requirements; public and political opposition to nuclear power operations; and uncertainties related to the regulatory, technological, and financial aspects of decommissioning nuclear plants when their licenses expire.  The Utility maintains insurance and decommissioning trusts to reduce the Utility’s financial exposure to these risks.  However, the costs or damages the Utility may incur in connection with the operation and decommissioning of nuclear power plants could exceed the amount of the Utility’s insurance coverage and other amounts set aside for these potential liabilities.  In addition, as an operator of two operating nuclear reactor units, the Utility may be required under federal law to pay up to $235 million of liabilities arising out of each nuclear incident occurring not only at the Utility’s Diablo Canyon facility but at any other nuclear power plant in the United States.

The NRC has issued operating licenses for Diablo Canyon that expire in 2024 for Unit 1 and 2025 for Unit 2.  In November 2009, the Utility requested that the NRC renew each of these licenses for an additional 20 years. The Utility expects the license renewal process to take many years, as the NRC conducts detailed environmental, seismic, and safety-related studies and holds public hearings. The NRC has broad authority to impose licensing and safety-related requirements that could require the Utility to incur significant capital expenditures in connection with the re-licensing process.

The NRC also has issued a license for the Utility to construct a dry cask storage facility to store spent nuclear fuel on site at Diablo Canyon.  Although the dry cask storage facility is complete and the initial movement of spent fuel has occurred, an appeal of the NRC license is still pending.

If one or both units at Diablo Canyon were shut down pursuant to an NRC order; to comply with NRC licensing, safety, or security requirements; or due to other safety or operational issues, the Utility’s operating and maintenance costs would increase.  Further, such events may cause the Utility to be in a short position and the Utility would need to purchase electricity from more expensive sources.  In addition, the Utility’s nuclear power operations are subject to the availability of adequate nuclear fuel supplies on terms that the CPUC will find reasonable.

39
Furthermore, certain aspects of the Utility’s nuclear operations are subject to other federal, state, and local regulatory requirements that are overseen by other federal, state, or local agencies.  For example, as discussed above under “Environmental Matters,” there is substantial uncertainty concerning the final form of federal and state regulations to implement Section 316(b) of the Clean Water Act.  Depending on the nature of the final regulations that may ultimately be adopted by the EPA, the Water Board, or the California Legislature, the Utility may incur significant capital expense to comply with the final regulations, which the Utility would seek to recover through rates.  If either the federal or state final regulations require the installation of cooling towers at Diablo Canyon, and if installation of such cooling towers is not technically or economically feasible, the Utility may be forced to cease operations at Diablo Canyon.

If the CPUC prohibits the Utility from recovering a material amount of its capital expenditures, nuclear fuel costs, operating and maintenance costs, or additional procurement costs due to a determination that the costs were not reasonably or prudently incurred, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flow would be materially adversely affected.

The Utility is subject to penalties for failure to comply with federal, state, or local statutes and regulations.  Changes in the political and regulatory environment could cause federal and state statutes, regulations, rules, and orders to become more stringent and difficult to comply with, and required permits, authorizations, and licenses may be more difficult to obtain, increasing the Utility’s expenses or making it more difficult for the Utility to execute its business strategy.

The Utility must comply in good faith with all applicable statutes, regulations, rules, tariffs, and orders of the CPUC, the FERC, the NRC, and other regulatory agencies relating to the aspects of its electricity and natural gas utility operations that fall within the jurisdictional authority of such agencies.  These include customer billing, customer service, affiliate transactions, vegetation management, operating and maintenance practices, and safety and inspection practices.  The Utility is subject to fines, penalties, and sanctions for failure to comply with applicable statutes, regulations, rules, tariffs, and orders.

For example, under the Energy Policy Act of 2005, the FERC can impose penalties (up to $1 million per day per violation) for failure to comply with mandatory electric reliability standards, including standards to protect the nation’s bulk power system against potential disruptions from cyber and physical security breaches.  As part of the continuing development of new and modified reliability standards, the FERC has approved changes to its Critical Infrastructure Protection reliability standards (effective April 1, 2010) that will establish a compliance schedule for assets that a utility has identified as “critical cyber assets.”  As these and other standards and rules evolve, and as the wholesale electricity markets become more complex, the Utility’s risk of noncompliance may increase.

In addition, there is risk that these statutes, regulations, rules, tariffs, and orders may become more stringent and difficult to comply with in the future, or that their interpretation and application may change over time and that the Utility will be determined to have not complied with such new interpretations.  If this occurs, the Utility could be exposed to increased costs to comply with the more stringent requirements or new interpretations and to potential liability for customer refunds, penalties, or other amounts.  If it is determined that the Utility did not comply with applicable statutes, regulations, rules, tariffs, or orders, and the Utility is ordered to pay a material amount in customer refunds, penalties, or other amounts, PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flow would be materially adversely affected.

The Utility also must comply with the terms of various permits, authorizations, and licenses.  These permits, authorizations, and licenses may be revoked or modified by the agencies that granted them if facts develop that differ significantly from the facts assumed when they were issued.  In addition, discharge permits and other approvals and licenses often have a term that is less than the expected life of the associated facility.  Licenses and permits may require periodic renewal, which may result in additional requirements being imposed by the granting agency.  In connection with a license renewal, the FERC may impose new license conditions that could, among other things, require increased expenditures or result in reduced electricity output and/or capacity at the facility.

If the Utility cannot obtain, renew, or comply with necessary governmental permits, authorizations, or licenses, or if the Utility cannot recover any increased costs of complying with additional license requirements or any other associated costs in its rates in a timely manner, PG&E Corporation’s and the Utility’s financial condition and results of operations could be materially adversely affected.

 
40
 

(in millions, except per share amounts)

   
Year Ended December 31,
  
   
2009
    
2008
    
2007
  
Operating Revenues
                  
Electric
   $ 10,257     $ 10,738     $ 9,480  
Natural gas
     3,142       3,890       3,757  
Total operating revenues
     13,399       14,628       13,237  
Operating Expenses
                        
Cost of electricity
     3,711       4,425       3,437  
Cost of natural gas
     1,291       2,090       2,035  
Operating and maintenance
     4,346       4,201       3,881  
Depreciation, amortization, and decommissioning
     1,752       1,651       1,770  
Total operating expenses
     11,100       12,367       11,123  
Operating Income
     2,299       2,261       2,114  
Interest income
     33       94       164  
Interest expense
     (705 )     (728 )     (762 )
Other income (expense), net
     67       (4 )     43  
Income Before Income Taxes
     1,694       1,623       1,559  
Income tax provision
     460       425       539  
Income from Continuing Operations
     1,234       1,198       1,020  
Discontinued Operations
                        
NEGT income tax benefit
     -       154       -  
Net Income
     1,234       1,352       1,020  
Preferred stock dividend requirement of subsidiary
     14       14       14  
Income Available for Common Shareholders
   $ 1,220     $ 1,338     $ 1,006  
Weighted Average Common Shares Outstanding, Basic
     368       357       351  
Weighted Average Common Shares Outstanding, Diluted
     386       358       353  
Earnings Per Common Share from Continuing Operations, Basic
   $ 3.25     $ 3.23     $ 2.79  
Net Earnings Per Common Share, Basic
   $ 3.25     $ 3.64     $ 2.79  
Earnings Per Common Share from Continuing Operations, Diluted
   $ 3.20     $ 3.22     $ 2.78  
Net Earnings Per Common Share, Diluted
   $ 3.20     $ 3.63     $ 2.78  
Dividends Declared Per Common Share
   $ 1.68     $ 1.56     $ 1.44  


See accompanying Notes to the Consolidated Financial Statements.


 
41
 

CONSOLIDATED BALANCE SHEETS
(in millions)

   
Balance at December 31,
  
   
2009
    
2008
  
ASSETS
            
Current Assets
            
Cash and cash equivalents
   $ 527     $ 219  
Restricted cash
     633       1,290  
Accounts receivable:
                
Customers (net of allowance for doubtful accounts of $68 million in 2009 and $76 million in 2008)
     1,609       1,751  
Accrued unbilled revenue
     671       685  
Regulatory balancing accounts
     1,109       1,197  
Inventories:
                
Gas stored underground and fuel oil
     114       232  
Materials and supplies
     200       191  
Income taxes receivable
     127       120  
Prepaid expenses and other
     667       718  
Total current assets
     5,657       6,403  
Property, Plant, and Equipment
                
Electric
     30,481       27,638  
Gas
     10,697       10,155  
Construction work in progress
     1,888       2,023  
Other
     14       17  
Total property, plant, and equipment
     43,080       39,833  
Accumulated depreciation
     (14,188 )     (13,572 )
Net property, plant, and equipment
     28,892       26,261  
Other Noncurrent Assets
                
Regulatory assets
     5,522       5,996  
Nuclear decommissioning funds
     1,899       1,718  
Income taxes receivable
     596       -  
Other
     379       482  
Total other noncurrent assets
     8,396       8,196  
TOTAL ASSETS
   $ 42,945     $ 40,860  

See accompanying Notes to the Consolidated Financial Statements.


 
42
 

PG&E Corporation
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)

   
Balance at December 31,
  
 
 
  
2009
    
2008
  
LIABILITIES AND EQUITY
            
Current Liabilities
            
Short-term borrowings
   $ 833     $ 287  
Long-term debt, classified as current
     342       600  
Energy recovery bonds, classified as current
     386       370  
Accounts payable:
                
Trade creditors
     984       1,096  
Disputed claims and customer refunds
     773       1,580  
Regulatory balancing accounts
     281       730  
Other
     349       343  
Interest payable
     818       802  
Income taxes payable
     214       -  
Deferred income taxes
     332       251  
Other
     1,501       1,567  
Total current liabilities
     6,813       7,626  
Noncurrent Liabilities
                
Long-term debt
     10,381       9,321  
Energy recovery bonds
     827       1,213  
Regulatory liabilities
     4,125       3,657  
Pension and other postretirement benefits
     1,773       2,088  
Asset retirement obligations
     1,593       1,684  
Deferred income taxes
     4,732       3,397  
Other
     2,116       2,245  
Total noncurrent liabilities
     25,547       23,605  
Commitments and Contingencies
                
Equity
                
Shareholders’ Equity
                
Preferred stock, no par value, authorized 80,000,000 shares, $100 par value, authorized 5,000,000 shares, none issued
     -       -  
Common stock, no par value, authorized 800,000,000 shares, issued 370,601,905 common and 670,552 restricted shares in 2009 and issued 361,059,116 common and 1,287,569 restricted shares in 2008
     6,280       5,984  
Reinvested earnings
     4,213       3,614  
Accumulated other comprehensive loss
     (160 )     (221 )
Total shareholders’ equity
     10,333       9,377  
Noncontrolling Interest – Preferred Stock of Subsidiary
     252       252  
Total equity
     10,585       9,629  
TOTAL LIABILITIES AND EQUITY
   $ 42,945     $ 40,860  

See accompanying Notes to the Consolidated Financial Statements.

 
43
 


(in millions)

   
Year ended December 31,
  
   
2009
    
2008
    
2007
  
Cash Flows from Operating Activities
                  
Net income
   $ 1,234     $ 1,352     $ 1,020  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Depreciation, amortization, and decommissioning
     1,947       1,863       1,959  
Allowance for equity funds used during construction
     (94 )     (70 )     (64 )
Deferred income taxes and tax credits, net
     809       590       55  
Other changes in noncurrent assets and liabilities
     (17 )     (126 )     192  
Effect of changes in operating assets and liabilities:
                        
   Accounts receivable
     156       (87 )     (6 )
   Inventories
     109       (59 )     (41 )
   Accounts payable
     (40 )     (140 )     (178 )
   Disputed claims and customer refunds
     (700 )     -       -  
   Income taxes receivable/payable
     171       (59 )     56  
   Regulatory balancing accounts, net
     (521 )     (394 )     (567 )
   Other current assets
     (2 )     (221 )     172  
   Other current liabilities
     13       120       8  
   Other
     (26 )     (6 )     (46 )
Net cash provided by operating activities
     3,039       2,763       2,560  
Cash Flows from Investing Activities
                        
Capital expenditures
     (3,958 )     (3,628 )     (2,769 )
Decrease in restricted cash
     666       36       185  
Proceeds from sales of nuclear decommissioning trust investments
     1,351       1,635       830  
Purchases of nuclear decommissioning trust investments
     (1,414 )     (1,684 )     (933 )
Other
     19       (11 )     21  
Net cash used in investing activities
     (3,336 )     (3,652 )     (2,666 )
Cash Flows from Financing Activities
                        
Borrowings under accounts receivable facility and revolving credit facility
     300       533       850  
Repayments under accounts receivable facility and revolving credit facility
     (300 )     (783 )     (900 )
Net issuance (repayments) of commercial paper, net of discount of $3 million in 2009, $11 million in 2008, and $1 million in 2007
     43       6       (209 )
Proceeds from issuance of short-term debt, net of issuance costs of $1 million in 2009
     499       -       -  
Proceeds from issuance of long-term debt, net of premium, discount, and issuance costs of $29 million in 2009, $19 million in 2008, and $16 million in 2007
     1,730       2,185       1,184  
Long-term debt matured or repurchased
     (909 )     (454 )     -  
Rate reduction bonds matured
     -       -       (290 )
Energy recovery bonds matured
     (370 )     (354 )     (340 )
Common stock issued
     219       225       175  
Common stock dividends paid
     (590 )     (546 )     (496 )
Other
     (17 )     (49 )     21  
Net cash provided by (used in) financing activities
     605       763       (5 )
Net change in cash and cash equivalents
     308       (126 )     (111 )
Cash and cash equivalents at January 1
     219       345       456  
Cash and cash equivalents at December 31
   $ 527     $ 219     $ 345  
Supplemental disclosures of cash flow information
                        
Cash received (paid) for:
                        
Interest, net of amounts capitalized
   $ (612 )   $ (523 )   $ (514 )
Income taxes, net
     359       112       (537 )
Supplemental disclosures of noncash investing and financing activities
                        
Common stock dividends declared but not yet paid
   $ 157     $ 143     $ 129  
Capital expenditures financed through accounts payable
     273       348       279  
Noncash common stock issuances
     50       22       6  

See accompanying Notes to the Consolidated Financial Statements.


 
44
 

(in millions, except share amounts)

   
Common Stock Shares
    
Common Stock Amount
    
Common Stock
Held by
Subsidiary
    
Reinvested Earnings
    
Accumulated Other Comprehensive Income (Loss)
    
Total Shareholders’ Equity
    
Noncontrolling Interest – Preferred Stock
of Subsidiary
    
Total Equity
    
Comprehensive Income
  
Balance at December 31, 2006
     374,181,059     $ 5,877     $ (718 )   $ 2,671     $ (19 )   $ 7,811     $ 252     $ 8,063        
Income available for common shareholders
     -       -       -       1,006       -       1,006       -       1,006     $ 1,006  
Employee benefit plan adjustment (net of income tax expense of $17 million)
     -       -       -       -       29       29       -       29       29  
Comprehensive income
                                                                   $ 1,035  
Common stock issued, net
     5,465,217       175       -       -       -       175       -       175          
Stock-based compensation amortization
     -       31       -       -       -       31       -       31          
Common stock dividends declared and paid
     -       -       -       (379 )     -       (379 )     -       (379 )        
Common stock dividends declared but not yet paid
     -       -       -       (129 )     -       (129 )     -       (129 )        
Tax benefit from employee stock plans
     -       27       -       -       -       27       -       27          
Adoption of new accounting pronouncement
     -       -       -       (18 )     -       (18 )     -       (18 )        
Balance at  December 31, 2007
     379,646,276       6,110       (718 )     3,151       10       8,553       252       8,805          
Income available for common shareholders
     -       -       -       1,338       -       1,338       -       1,338     $ 1,338  
Employee benefit plan adjustment (net of income tax benefit of $156 million)
     -       -       -       -       (231 )     (231 )     -       (231 )     (231 )
Comprehensive income
                                                                   $ 1,107  
Common stock issued, net
     7,365,909       247       -       -       -       247       -       247          
Common stock cancelled
     (24,665,500 )     (403 )     718       (315 )     -       -       -       -          
Stock-based compensation amortization
     -       24       -       -       -       24       -       24          
Common stock dividends declared and paid
     -       -       -       (417 )     -       (417 )     -       (417 )        
Common stock dividends declared but not yet paid
     -       -       -       (143 )     -       (143 )     -       (143 )        
Tax benefit from employee stock plans
     -       6       -       -       -       6       -       6          
Balance at December 31, 2008
     362,346,685       5,984       -       3,614       (221 )     9,377       252       9,629          
Income available for common shareholders
     -       -       -       1,220       -       1,220       -       1,220     $ 1,220  
Employee benefit plan adjustment (net of income tax expense of $8 million)
     -       -       -       -       61       61       -       61       61  
Comprehensive income
                                                                   $ 1,281  
Common stock issued, net
     8,925,772       269       -       -       -       269       -       269          
Stock-based compensation amortization
     -       20       -       -       -       20       -       20          
Common stock dividends declared and paid
     -       -       -       (464 )     -       (464 )     -       (464 )        
Common stock dividends declared but not yet paid
     -       -       -       (157 )     -       (157 )     -       (157 )        
Tax benefit from employee stock plans
     -       7       -       -       -       7       -       7          
Balance at December 31, 2009
     371,272,457     $ 6,280     $ -     $ 4,213     $ (160 )   $ 10,333     $ 252     $ 10,585          

See accompanying Notes to the Consolidated Financial Statements.


 
45
 

(in millions)

   
Year ended December 31,
  
   
2009
    
2008
    
2007
  
Operating Revenues
                  
Electric
   $ 10,257     $ 10,738     $ 9,481  
Natural gas
     3,142       3,890       3,757  
Total operating revenues
     13,399       14,628       13,238  
Operating Expenses
                        
Cost of electricity
     3,711       4,425       3,437  
Cost of natural gas
     1,291       2,090       2,035  
Operating and maintenance
     4,343       4,197       3,872  
Depreciation, amortization, and decommissioning
     1,752       1,650       1,769  
Total operating expenses
     11,097       12,362       11,113  
Operating Income
     2,302       2,266       2,125  
Interest income
     33       91       150  
Interest expense
     (662 )     (698 )     (732 )
Other income, net
     59       28       52  
Income Before Income Taxes
     1,732       1,687       1,595  
Income tax provision
     482       488       571  
Net Income
     1,250       1,199       1,024  
Preferred stock dividend requirement
     14       14       14  
Income Available for Common Stock
   $ 1,236     $ 1,185     $ 1,010  

See accompanying Notes to the Consolidated Financial Statements.


 
46
 

CONSOLIDATED BALANCE SHEETS
(in millions)

   
Balance at December 31,
  
   
2009
    
2008
  
ASSETS
            
Current Assets
            
Cash and cash equivalents
   $ 334     $ 52  
Restricted cash
     633       1,290  
Accounts receivable:
                
Customers (net of allowance for doubtful accounts of $68 million in 2009 and $76 million in 2008)
     1,609       1,751  
Accrued unbilled revenue
     671       685  
Related parties
     1       2  
Regulatory balancing accounts
     1,109       1,197  
Inventories:
                
Gas stored underground and fuel oil
     114       232  
Materials and supplies
     200       191  
Income taxes receivable
     138       25  
Prepaid expenses and other
     662       705  
Total current assets
     5,471       6,130  
Property, Plant, and Equipment
                
Electric
     30,481       27,638  
Gas
     10,697       10,155  
Construction work in progress
     1,888       2,023  
Total property, plant, and equipment
     43,066       39,816  
Accumulated depreciation
     (14,175 )     (13,557 )
Net property, plant, and equipment
     28,891       26,259  
Other Noncurrent Assets
                
Regulatory assets
     5,522       5,996  
Nuclear decommissioning funds
     1,899       1,718  
Related parties receivable
     25       27  
Income taxes receivable
     610       -  
Other
     291       407  
Total other noncurrent assets
     8,347       8,148  
TOTAL ASSETS
   $ 42,709     $ 40,537  

See accompanying Notes to the Consolidated Financial Statements.


 
47
 

Pacific Gas & Electric Company
CONSOLIDATED BALANCE SHEETS
(in millions, except share amounts)

   
Balance at December 31,
  
   
2009
    
2008
  
LIABILITIES AND SHAREHOLDERS’ EQUITY
            
Current Liabilities
            
Short-term borrowings
   $ 833     $ 287  
Long-term debt, classified as current
     95       600  
Energy recovery bonds, classified as current
     386       370  
Accounts payable:
                
Trade creditors
     984       1,096  
Disputed claims and customer refunds
     773       1,580  
Related parties
     16       25  
Regulatory balancing accounts
     281       730  
Other
     347       325  
Interest payable
     813       802  
Income tax payable
     223       53  
Deferred income taxes
     334       257  
Other
     1,307       1,371  
Total current liabilities
     6,392       7,496  
Noncurrent Liabilities
                
Long-term debt
     10,033       9,041  
Energy recovery bonds
     827       1,213  
Regulatory liabilities
     4,125       3,657  
Pension and other postretirement benefits
     1,717       2,040  
Asset retirement obligations
     1,593       1,684  
Deferred income taxes
     4,764       3,449  
Other
     2,073       2,170  
Total noncurrent liabilities
     25,132       23,254  
Commitments and Contingencies
                
Shareholders’ Equity
                
Preferred stock without mandatory redemption provisions:
                
Nonredeemable, 5.00% to 6.00%, outstanding 5,784,825 shares
     145       145  
Redeemable, 4.36% to 5.00%, outstanding 4,534,958 shares
     113       113  
Common stock, $5 par value, authorized 800,000,000 shares, issued 264,374,809 shares in 2009 and 2008
     1,322       1,322  
Additional paid-in capital
     3,055       2,331  
Reinvested earnings
     6,704       6,092  
Accumulated other comprehensive loss
     (154 )     (216 )
Total shareholders’ equity
     11,185       9,787  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
   $ 42,709     $ 40,537  

See accompanying Notes to the Consolidated Financial Statements.


 
48
 

(in millions)

   
Year ended December 31,
  
   
2009
    
2008
    
2007
  
Cash Flows from Operating Activities
                  
Net income
   $ 1,250     $ 1,199     $ 1,024  
Adjustments to reconcile net income to net cash provided by operating activities:
                        
Depreciation, amortization, and decommissioning
     1,927       1,838       1,956  
Allowance for equity funds used during construction
     (94 )     (70 )     (64 )
Deferred income taxes and tax credits, net
     787       593       43  
Other changes in noncurrent assets and liabilities
     6       (25 )     188  
Effect of changes in operating assets and liabilities:
                        
   Accounts receivable
     157       (83 )     (6 )
   Inventories
     109       (59 )     (41 )
   Accounts payable
     (33 )     (137 )     (196 )
   Disputed claims and customer refunds
     (700 )     -       -  
   Income taxes receivable/payable
     21       43       56  
   Regulatory balancing accounts, net
     (521 )     (394 )     (567 )
   Other current assets
     (2 )     (223 )     170  
   Other current liabilities
     24       90       24  
   Other
     (27 )     (6 )     (46 )
Net cash provided by operating activities
     2,904       2,766       2,541  
Cash Flows from Investing Activities
                        
Capital expenditures
     (3,958 )     (3,628 )     (2,768 )
Decrease in restricted cash
     666       36       185  
Proceeds from sales of nuclear decommissioning trust investments
     1,351       1,635       830  
Purchases of nuclear decommissioning trust investments
     (1,414 )     (1,684 )     (933 )
Other
     11       1       21  
Net cash used in investing activities
     (3,344 )     (3,640 )     (2,665 )
Cash Flows from Financing Activities
                        
Borrowings under accounts receivable facility and revolving credit facility
     300       533       850  
Repayments under accounts receivable facility and revolving credit facility
     (300 )     (783 )     (900 )
Net issuance (repayments) of commercial paper, net of discount of $3 million in 2009, $11 million in 2008, and $1 million in 2007
     43       6       (209 )
Proceeds from issuance of short-term debt, net of issuance costs of $1 million in 2009
     499       -       -  
Proceeds from issuance of long-term debt, net of premium, discount, and issuance costs of $25 million in 2009, $19 million in 2008, and $16 million in 2007
     1,384       2,185       1,184  
Long-term debt matured or repurchased
     (909 )     (454 )     -  
Rate reduction bonds matured
     -       -       (290 )
Energy recovery bonds matured
     (370 )     (354 )     (340 )
Preferred stock dividends paid
     (14 )     (14 )     (14 )
Common stock dividends paid
     (624 )     (568 )     (509 )
Equity contribution
     718       270       400  
Other
     (5 )     (36 )     23  
Net cash provided by financing activities
     722       785       195  
Net change in cash and cash equivalents
     282       (89 )     71  
Cash and cash equivalents at January 1
     52       141       70  
Cash and cash equivalents at December 31
   $ 334     $ 52     $ 141  
Supplemental disclosures of cash flow information
                        
Cash received (paid) for:
                        
Interest, net of amounts capitalized
   $ (578 )   $ (496 )   $ (474 )
Income taxes, net
     170       95       (594 )
Supplemental disclosures of noncash investing and financing activities
                        
Capital expenditures financed through accounts payable
   $ 273     $ 348     $ 279  

See accompanying Notes to the Consolidated Financial Statements.


 
49
 

(in millions)

   
Preferred Stock Without Mandatory Redemption Provisions
    
Common Stock
    
Additional Paid-in Capital
    
Common Stock Held by Subsidiary
    
Reinvested Earnings
    
Accumulated Other Comprehensive Income (Loss)
    
Total Share- holders’ Equity
    
Comprehensive Income
  
Balance at December 31, 2006
   $ 258     $ 1,398     $ 1,822     $ (475 )   $ 5,213     $ (16 )   $ 8,200        
Net income
     -       -       -       -       1,024       -       1,024     $ 1,024  
Employee benefit plan adjustment (net of income tax expense of $17 million)
     -       -       -       -       -       29       29       29  
Comprehensive income
                                                           $ 1,053  
Equity contribution
     -       17       383       -       -       -       400          
Tax benefit from employee stock plans
     -       -       15       -       -       -       15          
Common stock dividend
     -       -       -       -       (509 )     -       (509 )        
Preferred stock dividend
     -       -       -       -       (14 )     -       (14 )        
Adoption of new accounting pronouncement
     -       -       -       -       (20 )     -       (20 )        
Balance at December 31, 2007
     258       1,415       2,220       (475 )     5,694       13       9,125          
Net income
     -       -       -       -       1,199       -       1,199     $ 1,199  
Employee benefit plan adjustment (net of income tax expense of $159 million)
     -       -       -       -       -       (229 )     (229 )     (229 )
Comprehensive income
                                                           $ 970  
Equity contribution
     -       4       266       -       -       -       270          
Tax benefit from employee stock plans
     -       -       4       -       -       -       4          
Common stock dividend
     -       -       -       -       (568 )     -       (568 )        
Common stock cancelled
     -       (97 )     (159 )     475       (219 )     -       -          
Preferred stock dividend
     -       -       -       -       (14 )     -       (14 )        
Balance at December 31, 2008
     258       1,322       2,331       -       6,092       (216 )     9,787          
Net income
     -       -       -       -       1,250       -       1,250     $ 1,250  
Employee benefit plan adjustment (net of income tax expense of $10 million)
     -       -       -       -       -       62       62       62  
Comprehensive income
                                                           $ 1,312  
Equity contribution
     -       -       718       -       -       -       718          
Tax benefit from employee stock plans
     -       -       6       -       -       -       6          
Common stock dividend
     -       -       -       -       (624 )     -       (624 )        
Preferred stock dividend
     -       -       -       -       (14 )     -       (14 )        
Balance at December 31, 2009
   $ 258     $ 1,322     $ 3,055     $ -     $ 6,704     $ (154 )   $ 11,185          

See accompanying Notes to the Consolidated Financial Statements.


 
50
 



PG&E Corporation is a holding company whose primary purpose is to hold interests in energy-based businesses.  PG&E Corporation conducts its business principally through Pacific Gas and Electric Company (“Utility”), a public utility operating in northern and central California.  The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers.  The Utility is primarily regulated by the California Public Utilities Commission (“CPUC”) and the Federal Energy Regulatory Commission (“FERC”).

The Utility’s accounts for electric and gas operations are maintained in accordance with the Uniform System of Accounts prescribed by the FERC.

This is a combined annual report of PG&E Corporation and the Utility.  Therefore, the Notes to the Consolidated Financial Statements apply to both PG&E Corporation and the Utility.  PG&E Corporation’s Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries.  The Utility’s Consolidated Financial Statements include the accounts of the Utility and its wholly owned and controlled subsidiaries as well as the accounts of variable interest entities for which the Utility absorbs a majority of the risk of loss or gain.  All intercompany transactions have been eliminated from the Consolidated Financial Statements.

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions based on a wide range of factors, including future regulatory decisions and economic conditions that are difficult to predict.  Some of the more critical estimates and assumptions, discussed further below in these notes, relate to the Utility’s regulatory assets and liabilities, environmental remediation liability, asset retirement obligations (“ARO”), income tax-related assets and liabilities, pension plan and other postretirement plan obligations, and accruals for legal matters.  Management believes that its estimates and assumptions reflected in the Consolidated Financial Statements are appropriate and reasonable.  A change in management’s estimates or assumptions could result in an adjustment that would have a material impact on PG&E Corporation’s and the Utility’s financial condition and results of operations during the period in which such change occurred.


Cash and Cash Equivalents

Invested cash and other short-term investments with original maturities of three months or less are considered cash equivalents.  Cash equivalents are stated at cost, which approximates fair value.  PG&E Corporation and the Utility primarily invest their cash in money market funds.

Restricted Cash

Restricted cash consists primarily of the Utility’s cash held in escrow pending the resolution of the remaining disputed claims made by electricity suppliers in the Utility’s proceeding under Chapter 11 of the U.S. Bankruptcy Code (“Chapter 11”).  (See Note 14 of the Notes to the Consolidated Financial Statements.)  Restricted cash also includes the Utility’s deposits of cash and cash equivalents made under certain third-party agreements.

Allowance for Doubtful Accounts Receivable

PG&E Corporation and the Utility recognize an allowance for doubtful accounts to record accounts receivable at estimated net realizable value.  The allowance is determined based upon a variety of factors, including historical write-off experience, delinquency rates, current economic conditions, and assessment of customer collectability.  If circumstances require changes in the assumption, allowance estimates are adjusted accordingly.

51
Inventories

Inventories are carried at average cost and are valued at the lower of average cost or market.  Inventories include materials, supplies, and natural gas stored underground.  Materials and supplies are charged to inventory when purchased and then expensed or capitalized to plant, as appropriate, when consumed or installed.  Natural gas stored underground represents purchases that are injected into inventory and then expensed at average cost when withdrawn and distributed to customers or used in electric generation.

Property, Plant, and Equipment

Property, plant, and equipment are reported at their original cost.  These original costs include labor and materials, construction overhead, and allowance for funds used during construction (“AFUDC”).

The Utility’s balances at December 31, 2009 are as follows:

 
 
(in millions)
  
Gross Plant as of December 31, 2009
    
Accumulated Depreciation as of December 31, 2009
    
Net Plant as of December 31, 2009
  
Electricity generating facilities
   $ 4,777     $ (1,279 )   $ 3,498  
Electricity distribution facilities
     19,924       (6,924 )     13,000  
Electricity transmission
     5,780       (1,751 )     4,029  
Natural gas distribution facilities
     7,069       (2,667 )     4,402  
Natural gas transportation
     3,573       (1,554 )     2,019  
Natural gas storage
     55       -       55  
Construction work in progress
     1,888       -       1,888  
Total
   $ 43,066     $ (14,175 )   $ 28,891  
 
The Utility’s balances at December 31, 2008 are as follows:

(in millions)
  
Gross Plant as of December 31, 2008
    
Accumulated Depreciation as of December 31, 2008
    
Net Plant as of December 31, 2008
  
Electricity generating facilities
   $ 3,711     $ (1,134 )   $ 2,577  
Electricity distribution facilities
     18,777       (6,722 )     12,055  
Electricity transmission
     5,150       (1,675 )     3,475  
Natural gas distribution facilities
     6,666       (2,544 )     4,122  
Natural gas transportation
     3,434       (1,482 )     1,952  
Natural gas storage
     55       -       55  
Construction work in progress
     2,023       -       2,023  
Total
   $ 39,816     $ (13,557 )   $ 26,259  

AFUDC

AFUDC represents a method used to compensate the Utility for the estimated cost of debt and equity used to finance regulated plant additions and is recorded as part of the cost of construction projects.  AFUDC is recoverable from customers through rates over the life of the related property once the property is placed in service.  AFUDC interest is recorded as a reduction to interest expense.  AFUDC equity is recorded in other income.  The Utility recorded AFUDC of $95 million and $44 million during 2009, $70 million and $44 million during 2008, and $64 million and $32 million during 2007, related to equity and debt, respectively.

52
Depreciation

The Utility depreciates property, plant, and equipment on a straight-line basis over the estimated useful lives.  The composite, or group, method of depreciation is used, in which a single depreciation rate is applied to the gross investment in a particular class of property.  The Utility’s composite depreciation rate was 3.43% in 2009, 3.38% in 2008, and 3.28% in 2007.

 
Estimated Useful Lives
Electricity generating facilities
4 to 37 years
Electricity distribution facilities
16 to 58 years
Electricity transmission
40 to 70 years
Natural gas distribution facilities
24 to 52 years
Natural gas transportation
25 to 45 years
Natural gas storage
25 to 48 years

The useful lives of the Utility’s property, plant, and equipment are authorized by the CPUC and the FERC, and depreciation expense is included in rates charged to customers.  Depreciation expense includes a component for the original cost of assets and a component for estimated future removal, net of any salvage value at retirement.

The Utility charges the original cost of retired plant less salvage value to accumulated depreciation upon retirement of plant.  PG&E Corporation and the Utility expense repair and maintenance costs as incurred.
Nuclear Fuel

Property, plant, and equipment also include nuclear fuel inventories.  Stored nuclear fuel inventory is stated at weighted average cost.  Nuclear fuel in the reactor is expensed as used based on the amount of energy output.

Capitalized Software Costs

PG&E Corporation and the Utility capitalize costs incurred during the application development stage of internal use software projects to property, plant, and equipment.  PG&E Corporation and the Utility amortize capitalized software costs ratably over the expected lives of the software, ranging from 3 to 15 years and commencing upon operational use.  The Utility’s capitalized software costs totaled $562 million at December 31, 2009 and $522 million at December 31, 2008, net of accumulated amortization of $315 million at December 31, 2009 and $280 million at December 31, 2008.  The Utility’s amortization expense for capitalized software was $37 million in 2009, $73 million in 2008, and $10 million in 2007.  Amortization expense is estimated to be $37 million annually for 2010 through 2014.  PG&E Corporation’s capitalized software costs were less than $1 million at December 31, 2009 and December 31, 2008.

Regulation and the Regulated Operations

The Utility accounts for the financial effects of regulation based on the Regulated Operations Topic of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), which applies to regulated entities whose rates are designed to recover the cost of providing service (“cost-of-service rate regulation”).  All of the Utility’s operations are subject to cost-of-service rate regulation.

The Utility capitalizes and records, as a regulatory asset, costs that would otherwise be charged to expense if it is probable that the incurred costs will be recovered in future rates.  The regulatory assets are amortized over future periods when the costs are expected to be recovered.  If costs expected to be incurred in the future are currently being recovered through rates, the Utility records those expected future costs as regulatory liabilities.  In addition, amounts that are probable of being credited or refunded to customers in the future are recorded as regulatory liabilities.

To the extent that portions of the Utility’s operations cease to be subject to cost-of-service rate regulation, or recovery is no longer probable as a result of changes in regulation or other reasons, the related regulatory assets and liabilities are written off.

Intangible Assets

Intangible assets primarily consist of hydroelectric facility licenses and other agreements, with lives ranging from 19 to 40 years.  The gross carrying amount of the hydroelectric facility licenses and other agreements was $110 million at December 31, 2009 and $95 million at December 31, 2008.  The accumulated amortization was $40 million at December 31, 2009 and $35 million at December 31, 2008.

53
The Utility’s amortization expense related to intangible assets was $4 million in 2009, $4 million in 2008, and $3 million in 2007.  The estimated annual amortization expense for 2010 through 2013 based on the December 31, 2009 intangible assets balance is $4 million for 2010 and $3 million each year thereafter.  Intangible assets are recorded to Other Noncurrent Assets – Other in the Consolidated Balance Sheets.
 
Consolidation of Variable Interest Entities

PG&E Corporation and the Utility are required to consolidate any entity over which it has control.  In most cases, control can be determined based on majority ownership.  However, for certain entities, control is difficult to discern based on voting equity interests only.  These entities are referred to as VIEs.  Characteristics of a VIE include equity investment at risk that is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or equity investors that lack any of the characteristics of a controlling financial interest.  The primary beneficiary, defined as the entity that absorbs a majority of the expected losses of the VIE, receives a majority of the expected residual returns of the VIE, or both, is required to consolidate the VIE.

The Utility’s exposure to VIEs relates primarily to entities with which it has a power purchase agreement.  For those entities, the Utility assesses operational risk, commodity price risk, credit risk, and tax benefit risk on a qualitative basis to determine whether the Utility is a primary beneficiary of the entity and is required to consolidate the entity.  This qualitative assessment also typically involves comparing the contract life to the economic life of the plant to consider the significance of the commodity price risk that the Utility might absorb.  As of December 31, 2009, the Utility is not the primary beneficiary of any entities with which it has power purchase agreements.

Although the Utility is not required to consolidate any of these VIEs as of December 31, 2009, it held a significant variable interest in three VIEs as a result of being a party to the following power purchase agreements:

·  
A 25-year power purchase agreement approved by the CPUC in 2009 to purchase energy from a 250-megawatt (“MW”) solar photovoltaic energy facility beginning on the date of commercial operations (expected in 2012);

·  
A 20-year power purchase agreement approved by the CPUC in 2009 to purchase energy from a 550 MW solar photovoltaic energy facility beginning on the date of commercial operations (expected in 2013); and

·  
A 25-year power purchase agreement approved by the CPUC in 2008 to purchase energy from a 554 MW solar trough facility beginning on the date of commercial operations (expected in 2011).

Each of these VIEs is a subsidiary of another company whose activities are financed primarily through equity from investors and proceeds from non-recourse project-specific debt financing.  Activities of the VIEs consist of renewable energy production from electric generating facilities for sale to the Utility.  Under each of the power purchase agreements, the Utility is obligated to purchase as-delivered electric generation output from the VIEs.  The Utility does not provide any other financial or other support to these VIEs.  The Utility’s financial exposure is limited to the amounts paid for delivered electricity.

Asset Retirement Obligations

PG&E Corporation and the Utility record an ARO at fair value in the period in which the obligation is incurred if the fair value can be reasonably estimated.  In the same period, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset.  In each subsequent period, the liability is accreted to its present value, and the capitalized cost is depreciated over the useful life of the long-lived asset.  PG&E Corporation and the Utility also record a liability if a legal obligation to perform an asset retirement exists and can be reasonably estimated, but performance is conditional upon a future event.  The Utility recognizes regulatory assets or liabilities as a result of timing differences between the recognition of costs and the costs recovered through the ratemaking process.

The Utility has an ARO for its nuclear generation and certain fossil fueled generation facilities.  The Utility has also identified AROs related to asbestos contamination in buildings, potential site restoration at certain hydroelectric facilities, fuel storage tanks, and contractual obligations to restore leased property to pre-lease condition.  Additionally, the Utility has recorded AROs related to gas distribution, gas transmission, electric distribution, and electric transmission system assets.

Detailed studies of the cost to decommission the Utility’s nuclear power plants are conducted every three years in conjunction with the Nuclear Decommissioning Cost Triennial Proceedings (“NDCTP”) conducted by the CPUC.  Estimated cash flows were revised as a result of the studies completed in the first quarter of 2009.  (See Note 12 of the Notes to the Consolidated Financial Statements for further discussion.)

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A reconciliation of the changes in the ARO liability is as follows:

(in millions)
      
ARO liability at December 31, 2007
   $ 1,579  
Revision in estimated cash flows
     50  
Accretion
     106  
Liabilities settled
     (51 ) 
ARO liability at December 31, 2008
     1,684  
Revision in estimated cash flows
     (129 ) 
Accretion
     98  
Liabilities settled
     (60 ) 
ARO liability at December 31, 2009
   $ 1,593  

The Utility has identified additional ARO for which a reasonable estimate of fair value could not be made.  The Utility has not recognized a liability related to these additional obligations, which include obligations to restore land to its pre-use condition under the terms of certain land rights agreements, removal and proper disposal of lead-based paint contained in some Utility facilities, removal of certain communications equipment from leased property, and retirement activities associated with substation and certain hydroelectric facilities.  The Utility was not able to reasonably estimate the ARO associated with these assets because the settlement date of the obligation was indeterminate and information sufficient to reasonably estimate the settlement date or range of settlement dates does not exist.  Land rights, communications equipment leases, and substation facilities will be maintained for the foreseeable future, and the Utility cannot reasonably estimate the settlement date or range of settlement dates for the obligations associated with these assets.  The Utility does not have information available that specifies which facilities contain lead-based paint and, therefore, cannot reasonably estimate the settlement date(s) associated with the obligation.  The Utility will maintain and continue to operate its hydroelectric facilities until operation of a facility becomes uneconomic.  The operation of the majority of the Utility’s hydroelectric facilities is currently, and for the foreseeable future, economic and the settlement date cannot be determined at this time.

Impairment of Long-Lived Assets

PG&E Corporation and the Utility evaluate the carrying amounts of long-lived assets for impairment, based on projections of undiscounted future cash flows, whenever events occur or circumstances change that may affect the recoverability or the estimated life of long-lived assets.  If this evaluation indicates that such cash flows are not expected to fully recover the assets, the assets are written down to their estimated fair value.  No significant impairments were recorded in 2009, 2008, and 2007.

Gains and Losses on Debt Extinguishments

Gains and losses on debt extinguishments associated with regulated operations are deferred and amortized over the remaining original amortization period of the debt reacquired, consistent with recovery of costs through regulated rates.  Unamortized loss on debt extinguishments, net of gain, was $227 million and $251 million at December 31, 2009 and 2008, respectively.  The Utility’s amortization expense related to this loss was $25 million in 2009 and $26 million in 2008 and 2007.  Deferred gains and losses on debt extinguishments are recorded to Prepaid expenses and other and Other Noncurrent Assets – Regulatory assets in the Consolidated Balance Sheets.

Gains and losses on debt extinguishments associated with unregulated operations are fully recognized at the time such debt is reacquired and are reported as a component of interest expense.

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Accumulated Other Comprehensive Income (Loss)

Accumulated other comprehensive income (loss) reports a measure for accumulated changes in equity of an enterprise that result from transactions and other economic events, other than transactions with shareholders.  The following table sets forth the after-tax changes in each component of accumulated other comprehensive income (loss):

   
Employee Benefit Plans – Accumulated Other Comprehensive Income (Loss)
  
Balance at December 31, 2006
   $ (19 )
Period change in pension benefits and other benefits:
        
Unrecognized prior service cost  (net of income tax expense of $18 million)
     26  
Unrecognized net gain (net of income tax expense of $195 million)
     289  
Unrecognized net transition obligation  (net of income tax expense of $11 million)
     16  
Transfer to regulatory account  (net of income tax benefit of $207 million) (1)
     (302 )
Balance at December 31, 2007
   $ 10  
Period change in pension benefits and other benefits:
        
Unrecognized prior service cost  (net of income tax expense of $27 million)
     37  
Unrecognized net loss (net of income tax benefit of $1,088 million)
     (1,583 )
Unrecognized net transition obligation  (net of income tax expense of $11 million)
     15  
Transfer to regulatory account  (net of income tax expense of $894 million) (1)
     1,300  
Balance at December 31, 2008
   $ (221 )
Period change in pension benefits and other benefits:
        
Unrecognized prior service cost (net of income tax benefit of $1 million)
     (1 )
Unrecognized net gain (net of income tax expense of $216 million)
     363  
Unrecognized net transition obligation (net of income tax expense of $11 million)
     15  
Transfer to regulatory account (net of income tax benefit of $218 million) (1)
     (316 )
Balance at December 31, 2009
   $ (160 )
         
         
(1) Amounts transferred to the pension regulatory asset account since the Utility meets the requirement for recovery from customers in future rates.
  

There was no material difference between PG&E Corporation’s and the Utility’s accumulated other comprehensive income (loss) for the periods presented above.

Revenue Recognition

The Utility recognizes revenues after persuasive evidence of an arrangement exists; delivery has occurred or services have been rendered; the price to the customer is fixed or determinable; and collectability is reasonably assured.  Revenues meet these criteria as the electricity and natural gas are delivered, and include amounts for services rendered but not yet billed at the end of the period.

  The Utility recognizes regulatory balancing account revenues after the CPUC or the FERC has authorized rate recovery, amounts are objectively determinable and probable of recovery, and amounts will be collected within 24 months.  (See Note 3 of the Notes to the Consolidated Financial Statements for further discussion.)

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The CPUC authorizes most of the Utility’s revenue requirements in its general rate case (“GRC”), which occurs generally every three years.  The Utility’s ability to recover revenue requirements authorized by the CPUC in the GRC does not depend on the volume of the Utility’s sales of electricity and natural gas services.  Generally, the balancing account revenue recognition criteria are met ratably over the year.

The CPUC also has authorized the Utility to collect additional revenue requirements to recover certain costs that the Utility has been authorized to pass on to customers, including costs to purchase electricity and natural gas; to fund public purpose, demand response, and customer energy efficiency programs; and to recover certain capital expenditures.  Generally, the balancing account revenue recognition criteria are met at the time the costs are incurred.

The Utility’s revenues and earnings also are affected by incentive ratemaking mechanisms that adjust rates depending on the extent the Utility meets certain performance criteria.  (See Note 16 of the Notes to the Consolidated Financial Statements for further discussion.)

The FERC authorizes the Utility’s revenue requirements in annual transmission owner rate cases.  The Utility’s ability to recover revenue requirements authorized by the FERC is dependent on the volume of the Utility’s electricity sales, and revenue is recognized only for amounts billed.

In determining whether revenue transactions should be presented net of the related expenses, the Utility considers various factors, including whether the Utility takes title to the product being delivered, has latitude in establishing price for the product, and is subject to the customer credit risk.  In January 2001, the California Department of Water Resources (“DWR”) began purchasing electricity to meet the portion of demand of the California investor-owned electric utilities that was not being satisfied from the utilities’ own generation facilities and existing electricity contracts.  The Utility acts as a billing and collection agent on behalf of the DWR and does not have any authority to set prices for the energy delivered.  The Utility does not assume customer credit risk nor take title to the electricity being delivered to the customer.  Therefore, the Utility presents the electricity revenues for amounts delivered to customers net of the cost of electricity delivered by the DWR.

Income Taxes

PG&E Corporation and the Utility use the liability method of accounting for income taxes.  Income tax provision (benefit) includes current and deferred income taxes resulting from operations during the year.  Investment tax credits are amortized over the life of the related property.  (See Note 9 of the Notes to the Consolidated Financial Statements for further discussion of income taxes.)

PG&E Corporation files a consolidated U.S. federal income tax return that includes domestic subsidiaries in which its ownership is 80% or more.  In addition, PG&E Corporation files a combined state income tax return in California.  PG&E Corporation and the Utility are parties to a tax-sharing agreement under which the Utility determines its income tax provision (benefit) on a stand-alone basis.

Nuclear Decommissioning Trusts

The Utility classifies its investments held in the nuclear decommissioning trust as “available-for-sale.”  As the day-to-day investing activities of the trusts are managed by external investment managers, the Utility is unable to assert that it has the intent and ability to hold investments to maturity or that it is more likely than not that the Utility will be required to sell the investments.  Therefore, all unrealized losses are considered other-than-temporary impairments.  Gains or losses on the nuclear decommissioning trust investments are refundable or recoverable, respectively, from customers.  Therefore, trust earnings are deferred and included in the regulatory liability for recoveries in excess of the ARO.  There is no impact on the Utility’s earnings or accumulated other comprehensive income.  The cost of debt and equity securities sold is determined by specific identification.  (See Note 12 of the Notes to the Consolidated Financial Statements for further discussion.)

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Accounting for Derivatives and Hedging Activities

Derivative instruments are recorded in PG&E Corporation’s and the Utility’s Consolidated Balance Sheets at fair value, unless they qualify for the normal purchase and sales exception.  Changes in the fair value of derivative instruments are recorded in earnings or, to the extent that they are recoverable through regulated rates, are deferred and recorded in regulatory accounts.  Derivative instruments may be designated as cash flow hedges when they are entered into in order to hedge variable price risk associated with the purchase of commodities.  For cash flow hedges, fair value changes are deferred in accumulated other comprehensive income and recognized in earnings as the hedged transactions occur, unless they are recovered in rates, in which case they are recorded in regulatory accounts.

As of September 30, 2009, the Utility de-designated all cash flow hedge relationships.  Due to the regulatory accounting treatment described above, the de-designation of cash flow hedge relationships had no impact on Income Available for Common Shareholders or the Consolidated Balance Sheets.

The normal purchase and sales exception to derivative accounting requires, among other things, physical delivery of quantities expected to be used or sold over a reasonable period in the normal course of business.  Transactions for which the normal purchase and sales exception is elected are not reflected in the Consolidated Balance Sheets at fair value.  They are accounted for under the accrual method of accounting.  Therefore, expenses are recognized as incurred.

PG&E Corporation and the Utility offset the cash collateral paid or cash collateral received against the fair value amounts recognized for derivative instruments executed with the same counterparty under a master netting arrangement where the right of offset exists and where PG&E Corporation and the Utility intends to set off.

See Note 10 of the Notes to the Consolidated Financial Statements for further discussion and financial statement impact.
 
Fair Value Measurements

PG&E Corporation and the Utility determine the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities.  Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or the “exit price.”  PG&E Corporation and the Utility utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and give precedence to observable inputs in determining fair value.  An instrument’s level within the hierarchy is based on the lowest level of any significant input to the fair value measurement.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.  (See Note 11 of the Notes to the Consolidated Financial Statements for further discussion.)

Fair Value Option

PG&E Corporation and the Utility have not elected the fair value option for any assets or liabilities during the years ended December 31, 2009 and 2008.

Adoption of New Accounting Pronouncements

Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133

On January 1, 2009, PG&E Corporation and the Utility adopted Statement of Financial Accounting Standards (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133” (“SFAS No. 161”), which is codified in the Derivatives and Hedging Topic of the FASB ASC.  SFAS No. 161 requires an entity to provide qualitative disclosures about its objectives and strategies for using derivative instruments and quantitative disclosures that detail the fair value amounts of, and gains and losses on, derivative instruments.  SFAS No. 161 also requires disclosures about credit risk-related contingent features of derivative instruments.  (See Note 10 of the Notes to the Consolidated Financial Statements.)

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Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51

On January 1, 2009, PG&E Corporation and the Utility adopted SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin No. 51” (“SFAS No. 160”), which is codified in the Consolidation Topic of the FASB ASC.  SFAS No. 160 establishes accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.  SFAS No. 160 defines a “noncontrolling interest,” previously called a “minority interest,” as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.  Among other items, SFAS No. 160 requires that an entity (1) include a noncontrolling interest in its consolidated statement of financial position within equity separate from the parent’s equity, (2) report amounts inclusive of both the parent’s and noncontrolling interest’s shares in consolidated net income, and (3) separately report the amounts of consolidated net income attributable to the parent and noncontrolling interest on the consolidated statement of operations.  If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary must be measured at fair value, and a gain or loss must be recognized in net income based on such fair value.

PG&E Corporation has reclassified its noncontrolling interest in the Utility from Preferred Stock of Subsidiaries to equity in PG&E Corporation’s Consolidated Financial Statements in accordance with SFAS No. 160 for all periods presented.  The Utility had no material noncontrolling interests in consolidated subsidiaries as of December 31, 2009 and December 31, 2008.

PG&E Corporation and the Utility applied the presentation and disclosure requirements of SFAS No. 160 retrospectively.  Other than the change in presentation of noncontrolling interests, adoption of SFAS No. 160 did not have a material impact on PG&E Corporation’s or the Utility’s Consolidated Financial Statements.

Subsequent Events

On June 30, 2009, PG&E Corporation and the Utility adopted SFAS No. 165, “Subsequent Events” (“SFAS No. 165”), which is codified in the Subsequent Events Topic of the FASB ASC.  SFAS No. 165 does not significantly change the prior accounting practice for subsequent events, except for the requirement to disclose the date through which an entity has evaluated subsequent events and the basis for that date.  PG&E Corporation and the Utility have evaluated material subsequent events through February 19, 2010, the issue date of PG&E Corporation’s and the Utility’s Consolidated Financial Statements.  Other than this disclosure, adoption of SFAS No. 165 did not have a material impact on PG&E Corporation’s or the Utility’s Consolidated Financial Statements.

Recognition and Presentation of Other-Than-Temporary Impairments

On June 30, 2009, PG&E Corporation and the Utility adopted FASB Staff Position (“FSP”) SFAS 115-2 and SFAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments,” which is codified in the Investments – Debt and Equity Securities Topic of the FASB ASC.  Under this FSP, to assess whether an other-than-temporary impairment exists for a debt security, an entity must (1) evaluate the likelihood of liquidating the debt security prior to recovering its cost basis, and (2) determine if any impairment of the debt security is related to credit losses.  In addition, this FSP requires enhanced disclosures of other-than-temporary impairments on debt and equity securities in the financial statements.  However, this FSP does not amend recognition and measurement guidance for other-than-temporary impairments of equity securities.  Adoption of this FSP did not have a material impact on PG&E Corporation’s or the Utility’s Consolidated Financial Statements.

Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly

On June 30, 2009, PG&E Corporation and the Utility adopted FSP SFAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,” which is codified in the Fair Value Measurements and Disclosures Topic of the FASB ASC.  This FSP provides guidance on estimating fair value when the volume or the level of activity for an asset or a liability has significantly decreased or when transactions are not orderly when compared with normal market conditions.  In particular, this FSP calls for adjustments to quoted prices or historical transaction data when estimating fair value in such circumstances.  This FSP also provides guidance to identify such circumstances.  Furthermore, this FSP requires fair value measurement disclosures made pursuant to the Fair Value Measurements and Disclosures Topic of the FASB ASC to be categorized by major security type (i.e., based on the nature and risks of the security).  (See Note 11 of the Notes to the Consolidated Financial Statements.)  Other than this change, adoption of this FSP did not have a material impact on PG&E Corporation’s or the Utility’s Consolidated Financial Statements.

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Topic 105: Generally Accepted Accounting Principles – amendments based on Statement of Financial Accounting Standards No. 168 – The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles

On July 1, 2009, PG&E Corporation and the Utility adopted Accounting Standards Update (“ASU”) No. 2009-01, “Topic 105: Generally Accepted Accounting Principles – amendments based on Statement of Financial Accounting Standards No. 168 – The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles” (“ASU No. 2009-01”).  ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to comprise only the FASB ASC and, for SEC registrants, guidance issued by the SEC.  The FASB ASC is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.  The FASB ASC is amended to effect non-SEC changes to authoritative GAAP.  Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in PG&E Corporation’s and the Utility’s Consolidated Financial Statements.

Employers’ Disclosures about Postretirement Benefit Plan Assets

On December 31, 2009, PG&E Corporation and the Utility adopted FSP SFAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” which is codified in the Compensation – Retirement Benefits Topic of the FASB ASC.  This FSP amends and expands the disclosure requirements of that Topic.  In particular, this FSP requires an entity to provide qualitative disclosures about how investment allocation decisions are made, the inputs and valuation techniques used to measure the fair value of plan assets, and the concentration of risk within plan assets.  In addition, this FSP requires quantitative disclosures showing the fair value of each major category of plan assets, the levels in which each asset is classified within the fair value hierarchy, and a reconciliation for the period of plan assets that are measured using significant unobservable inputs.  This FSP only applies to annual reporting periods.  (See Note 13 of the Notes to the Consolidated Financial Statements.)

Accounting Pronouncements Issued but Not Yet Adopted

Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets

In December 2009, the FASB issued ASU No. 2009-16, “Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets” (“ASU No. 2009-16”).  ASU No. 2009-16 eliminates the concept of a qualifying special-purpose entity and clarifies the requirements for derecognizing a financial asset and for applying sale accounting to a transfer of a financial asset.  In addition, ASU No. 2009-16 requires an entity to disclose more information about transfers of financial assets; the entity’s continuing involvement, if any, with transferred financial assets; and the entity’s continuing risks, if any, from transferred financial assets.  ASU No. 2009-16 is effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2010.  PG&E Corporation and the Utility are currently evaluating the impact of ASU No. 2009-16.

Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities

In December 2009, the FASB issued ASU No. 2009-17, “Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities” (“ASU No. 2009-17”).  ASU No. 2009-17 amends the Consolidation Topic of the FASB ASC regarding when and how to determine, or re-determine, whether an entity is a VIE.  In addition, ASU No. 2009-17 replaces the Consolidation Topic of the FASB ASC’s quantitative approach for determining who has a controlling financial interest in a VIE with a qualitative approach.  Furthermore, ASU No. 2009-17 requires ongoing assessments of whether an entity is the primary beneficiary of a VIE.  ASU No. 2009-17 is effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2010.  PG&E Corporation and the Utility are currently evaluating the impact of ASU No. 2009-17.

Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU No. 2010-06, “Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements” (“ASU No. 2010-06”).  ASU No. 2010-06 requires additional disclosures regarding (1) transfers into and out of Levels 1 and 2 of the fair value hierarchy, and (2) fair value measurement inputs and techniques.  In addition, ASU No. 2010-06 clarifies that fair value measurement disclosures and postretirement benefit plan asset disclosures should be disaggregated beyond the line items in the balance sheet.  These new disclosures and this clarification are effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2010.  Furthermore, ASU No. 2010-06 modifies, from a net basis to a gross basis, the presentation of purchases, sales, issuances, and settlements in the disclosure of activity in Level 3 of the fair value hierarchy.  This modification is effective prospectively for PG&E Corporation and the Utility beginning on January 1, 2011.  PG&E Corporation and the Utility are currently evaluating the impact of ASU No. 2010-06.

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Regulatory Assets

Current Regulatory Assets

At December 31, 2009 and 2008, the Utility had current regulatory assets of $427 million and $355 million, respectively, consisting primarily of the current portion of price risk management regulatory assets.  Price risk management regulatory assets represent the deferral of unrealized losses related to price risk management derivative instruments with terms of less than one year.  (See Note 10 of the Notes to the Consolidated Financial Statements for further discussion.)  Current regulatory assets are included in Prepaid expenses and other in the Consolidated Balance Sheets.

Long-Term Regulatory Assets

Long-term regulatory assets are composed of the following:

   
Balance at December 31,
  
(in millions)
  
2009
    
2008
  
Pension benefits
   $ 1,386     $ 1,624  
Energy recovery bonds
     1,124       1,487  
Deferred income tax
     1,027       847  
Utility retained generation
     737       799  
Environmental compliance costs
     408       385  
Price risk management
     346       362  
Unamortized loss, net of gain, on reacquired debt
     203       225  
Other
     291       267  
Total long-term regulatory assets
   $ 5,522     $ 5,996  

The regulatory asset for pension benefits represents the cumulative differences between amounts recognized for ratemaking purposes and amounts recognized in accordance with GAAP, which also includes amounts that otherwise would be fully recorded to Accumulated other comprehensive loss in the Consolidated Balance Sheets.  (See Note 13 of the Notes to the Consolidated Financial Statements for further discussion.)

The regulatory asset for energy recovery bonds (“ERB”) represents the refinancing of the regulatory asset provided for in the settlement agreement entered into between PG&E Corporation, the Utility, and the CPUC in 2003 to resolve the Utility’s proceeding under Chapter 11 (“Chapter 11 Settlement Agreement”).  (See Note 5 of the Notes to the Consolidated Financial Statements for further discussion of the ERBs.)  The regulatory asset is amortized over the life of the bonds consistent with the period over which the related billed revenues and bond-related expenses are recognized.  The Utility expects to fully recover this asset by the end of 2012 when the ERBs mature.

The regulatory assets for deferred income taxes represent deferred income tax benefits previously passed through to customers offset by deferred income tax liabilities.  The CPUC requires the Utility to pass through certain tax benefits to customers, ignoring the effect of deferred taxes on rates.  Based on current regulatory ratemaking and income tax laws, the Utility expects to recover deferred income taxes related to regulatory assets over periods ranging from 1 to 45 years.  (See Note 9 of the Notes to the Consolidated Financial Statements for a discussion of income taxes.)

In connection with the Chapter 11 Settlement Agreement, the CPUC authorized the Utility to recover $1.2 billion of costs related to the Utility’s retained generation assets.  The individual components of these regulatory assets are amortized over the respective lives of the underlying generation facilities, consistent with the period over which the related revenues are recognized.  The weighted average remaining life of the assets is 16 years.

The regulatory assets for environmental compliance costs represent the portion of estimated environmental remediation expense that the Utility expects to recover in future rates as actual remediation costs are incurred.  The Utility expects to recover these costs over the next 30 years.  (See Note 16 of the Notes to the Consolidated Financial Statements.)

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Price risk management regulatory assets represent the deferral of unrealized losses related to price risk management derivative instruments with terms in excess of one year.

The regulatory assets for unamortized loss, net of gain, on reacquired debt represent costs related to debt reacquired or redeemed prior to maturity with associated discount and debt issuance costs.  These costs are expected to be recovered over the remaining original amortization period of the reacquired debt over the next 17 years, and these costs will be fully recovered by 2026.

At December 31, 2009, “Other” consisted of regulatory assets relating to ARO expenses recorded in accordance with GAAP, which are probable of future recovery through the ratemaking process, and removal costs associated with the replacement of the steam generators in the Utility’s two nuclear generating units at the Diablo Canyon Power Plant (“Diablo Canyon”), as approved by the CPUC for future recovery.  At December 31, 2009 and 2008, “Other” also consisted of costs that the Utility incurred in terminating a 30-year power purchase agreement, which are being amortized and collected in rates through September 2014, as well as costs incurred in relation to the Utility’s plan of reorganization under Chapter 11 that became effective in April 2004.

In general, the Utility does not earn a return on regulatory assets in which the related costs do not accrue interest.  Accordingly, the Utility earns a return only on the Utility’s retained generation regulatory assets; unamortized loss, net of gain, on reacquired debt; and regulatory assets associated with the plan of reorganization.

Regulatory Liabilities

Current Regulatory Liabilities

At December 31, 2009 and 2008, the Utility had current regulatory liabilities of $163 million and $313 million, respectively, primarily consisting of the current portion of price risk management regulatory liabilities.  Current regulatory liabilities are included in Current Liabilities – Other in the Consolidated Balance Sheets.

Long-Term Regulatory Liabilities

Long-term regulatory liabilities are composed of the following:
 
   
Balance at December 31,
  
(in millions)
  
2009
    
2008
  
Cost of removal obligation
   $ 2,933     $ 2,735  
Public purpose programs
     508       442  
Recoveries in excess of ARO
     488       226  
Other
     196       254  
Total long-term regulatory liabilities
   $ 4,125     $ 3,657  

The regulatory liability for the Utility’s cost of removal obligations represents differences between amounts collected in rates for asset removal costs and the asset removal costs recorded in accordance with GAAP.

The regulatory liability for public purpose programs represents amounts received from customers designated for public purpose program costs that are expected to be incurred in the future.  For example, these regulatory liabilities include revenues collected from customers to pay for costs that the Utility expects to incur in the future under the California Solar Initiative to promote the use of solar energy in residential homes and commercial, industrial, and agricultural properties.

The regulatory liability for recoveries in excess of ARO represents differences between amounts collected in rates for decommissioning the Utility’s nuclear power facilities and the ARO expenses recorded in accordance with GAAP.  Decommissioning costs recovered in rates are placed in nuclear decommissioning trusts.  The regulatory liability for recoveries in excess of ARO also represents the deferral of realized and unrealized gains and losses on those nuclear decommissioning trust assets.

“Other” at December 31, 2009 and 2008 included the deferral of unrealized gains related to price risk management derivative instruments with terms in excess of one year, the gain associated with the Utility’s acquisition of the permits and other assets related to the Gateway Generating Station as part of a settlement that the Utility entered with Mirant Corporation, as well as costs incurred for hazardous substance remediation.

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Regulatory Balancing Accounts

The Utility uses regulatory balancing accounts to accumulate differences between actual billed and unbilled revenues and the Utility’s authorized revenue requirements for the period.  The Utility also uses regulatory balancing accounts to accumulate differences between incurred costs and actual billed and unbilled revenues, as well as differences between incurred costs and authorized revenue meant to recover those costs.  Under-collections that are probable of recovery through regulated rates are recorded as regulatory balancing account assets.  Over-collections that are probable of being credited to customers are recorded as regulatory balancing account liabilities.

The Utility’s current regulatory balancing accounts represent the amount expected to be refunded to or received from the Utility’s customers through authorized rate adjustments within the next 12 months.  Regulatory balancing accounts that the Utility does not expect to collect or refund in the next 12 months are included in Other Noncurrent Assets – Regulatory assets and Noncurrent Liabilities – Regulatory liabilities in the Consolidated Balance Sheets.

Current Regulatory Balancing Accounts, net

   
Receivable (Payable)
  
   
Balance at December 31,
  
(in millions)
  
2009
    
2008
  
Utility generation
   $ 355     $ 164  
Distribution revenue adjustment mechanism
     152       40  
Energy procurement costs
     128       598  
Gas fixed cost
     93       60  
Transmission revenue
     46       173  
Public purpose programs
     (5 )     (263 )
Energy recovery bonds
     (185 )     (231 )
Other
     244       (74 )
Total regulatory balancing accounts, net
   $ 828     $ 467  


The utility generation balancing account is used to record and recover the authorized revenue requirements associated with Utility-owned electric generation, including capital and related non-fuel operating and maintenance expenses.  The Utility’s recovery of these revenue requirements is independent, or “decoupled,” from the volume of sales; therefore, the Utility recognizes revenue evenly over the year, even though the level of cash collected from customers will fluctuate depending on the volume of electricity sales.  During periods of more temperate weather, there is generally an under-collection in this balancing account due to lower electricity sales and lower rates.  During the warmer months of summer, the under-collection generally decreases due to higher rates and electric usage that cause an increase in generation revenues.  At December 31, 2009, the under-collection was impacted by lower than expected electricity sales and an increase in revenue requirements related to the construction of the Gateway Generating Station and the replacement of steam generators at Diablo Canyon Unit 1.

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The distribution revenue adjustment mechanism balancing account is used to record and recover the authorized electric distribution revenue requirements and certain other electric distribution-related authorized costs.  The Utility recognizes revenue evenly over the year even though the level of cash collected from customers will fluctuate depending on the volume of electricity sales.  During periods of more temperate weather, there is generally an under-collection in this balancing account due to lower electricity sales and lower rates.  During the warmer months of summer, the under-collection generally decreases due to higher rates and electric usage that cause an increase in distribution revenues.  At December 31, 2009, there was an under-collection due to lower than expected electricity sales.

The Utility is generally authorized to recover 100% of its prudently incurred electric fuel and energy procurement costs.  The Utility tracks energy procurement costs in balancing accounts and files annual forecasts of energy procurement costs that it expects to incur during the following year, and rates are set to recover such expected costs.

The gas fixed cost balancing account is used to track the recovery of CPUC-authorized gas distribution revenue requirements and certain other gas distribution-related costs.  The under-collection or over-collection position of this account is dependent on seasonality and volatility in gas volumes.

The transmission revenue balancing account represents the difference between electric transmission wheeling revenues received by the Utility from the California Independent System Operator (“CAISO”) (on behalf of electric transmission wholesale customers) and refunds to customers plus interest.

The public purpose programs balancing accounts primarily track the recovery of the authorized public purpose program revenue requirement and the actual cost of such programs.  The public purpose programs primarily consist of the energy efficiency programs; low-income energy efficiency programs; research, development, and demonstration programs; and renewable energy programs.  A refund of $230 million from the California Energy Commission for unspent renewable program funding received during 2008 was returned to customers through lower rates throughout 2009.

The ERBs balancing account records certain benefits and costs associated with ERBs that are provided to, or received from, customers.  In addition, this account ensures that customers receive the benefits of the net amount of energy supplier refunds, claim offsets, and other credits received by the Utility after the second series of ERBs were issued.

At December 31, 2009 and 2008, “Other” included the California Alternate Rates for Energy balancing account, which records the revenue shortfall associated with the low-income customer assistance program.  Participation in the program is generally impacted by economic conditions.  Program spending increases as more customers participate in the programs, resulting in an under-collection.  “Other” also included incentive awards earned by the Utility for implementing customer energy efficiency programs.

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Long-Term Debt

The following table summarizes PG&E Corporation’s and the Utility’s long-term debt:

   
December 31,
  
(in millions)
  
2009
    
2008
  
PG&E Corporation
            
Convertible subordinated notes, 9.50%, due 2010
   $ 247     $ 280  
Less: current portion
     (247 )     -  
Total convertible subordinated notes
     -       280  
Senior notes, 5.75%, due 2014
     350       -  
Unamortized discount
     (2 )     -  
Total senior notes
     348       -  
Total PG&E Corporation long-term debt, net of current portion
     348       280  
Utility
                
Senior notes:
                
3.60% due 2009
     -       600  
4.20% due 2011
     500       500  
6.25% due 2013
     400       400  
4.80% due 2014
     1,000       1,000  
5.625% due 2017
     700       700  
8.25% due 2018
     800       800  
6.05% due 2034
     3,000       3,000  
5.80% due 2037
     700       700  
6.35% due 2038
     400       400  
6.25% due 2039
     550       -  
5.40% due 2040
     550       -  
Less: current portion
     -       (600 )
Unamortized discount, net of premium
     (35 )     (22 )
Total senior notes
     8,565       7,478  
Pollution control bonds:
                
Series 1996 C, E, F, 1997 B, variable rates(1), due 2026(2)
     614       614  
Series 1996 A, 5.35%, due 2016
     200       200  
Series 2004 A–D, 4.75%, due 2023
     345       345  
Series 2008 A–D, variable rates, due 2016 and 2026
     -       309  
Series 2008 G and F, 3.75%(3), due 2018 and 2026
     95       95  
Series 2009 A–D, variable rates (4), due 2016 and 2026 (5)
     309       -  
Less: current portion
     (95 )     -  
Total pollution control bonds
     1,468       1,563  
Total Utility long-term debt, net of current portion
     10,033       9,041  
Total consolidated long-term debt, net of current portion
   $ 10,381     $ 9,321  
                 
   
(1) At December 31, 2009, interest rates on these bonds and the related loans ranged from 0.20% to 0.25%.
  
(2) Each series of these bonds is supported by a separate letter of credit that expires on February 26, 2012. Although the stated maturity date is 2026, each series will remain outstanding only if the Utility extends or replaces the letter of credit related to the series or otherwise obtains a consent from the issuer to the continuation of the series without a credit facility.
  
(3) These bonds bear interest at 3.75% per year through September 19, 2010; are subject to mandatory tender on September 20, 2010; and may be remarketed in a fixed or variable rate mode.
  
(4) At December 31, 2009, interest rates on these bonds and the related loans ranged from 0.18% to 0.24%.
  
(5) Each series of these bonds is supported by a separate direct-pay letter of credit that expires on October 29, 2011. The Utility may choose to provide a substitute letter of credit for any series of these bonds, subject to a rating requirement.
  

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PG&E Corporation

Senior Notes

On March 12, 2009, PG&E Corporation issued $350 million principal amount of 5.75% Senior Notes due April 1, 2014.  The PG&E Corporation senior notes are unsecured and rank equally with the other senior unsecured and unsubordinated debt.
 
Convertible Subordinated Notes

At December 31, 2009, PG&E Corporation had outstanding $247 million of 9.50% Convertible Subordinated Notes that are scheduled to mature on June 30, 2010.  These Convertible Subordinated Notes may be converted (at the option of the holder) at any time prior to maturity into 16,370,789 shares of PG&E Corporation common stock, at a conversion price of $15.09 per share.  The conversion price is subject to adjustment for significant changes in the number of outstanding shares of PG&E Corporation’s common stock.

In addition, holders of the Convertible Subordinated Notes are entitled to receive “pass-through dividends” determined by multiplying the cash dividend paid by PG&E Corporation per share of common stock by a number equal to the principal amount of the Convertible Subordinated Notes divided by the conversion price.  During 2009, PG&E Corporation paid $28 million of pass-through dividends to the holders of Convertible Subordinated Notes.  On January 15, 2010, PG&E Corporation paid $7 million of pass-through dividends.  The dividend participation rights of the Convertible Subordinated Notes are considered to be embedded derivative instruments and, therefore, must be bifurcated from the Convertible Subordinated Notes and recorded at fair value in PG&E Corporation’s Consolidated Financial Statements.  The payment of pass-through dividends is recognized as an operating cash flow in PG&E Corporation’s Consolidated Statements of Cash Flows.  Changes in the fair value are recognized in PG&E Corporation’s Consolidated Statements of Income as a non-operating expense or income (in Other income (expense), net).  (See Notes 10 and 11 of the Notes to the Consolidated Financial Statements for further discussion of these instruments.)

On January 13, 2009, PG&E Corporation, upon request by an investor, converted $28 million of Convertible Subordinated Notes into 1,855,865 shares, at the conversion price of $15.09 per share.  Additionally, on July 1, 2009, PG&E Corporation, upon request by an investor, converted $5 million of Convertible Subordinated Notes into 331,404 shares, at the conversion price of $15.09 per share.

Utility

Senior Notes

At December 31, 2009, the Utility had outstanding $8.6 billion of senior notes with various interest rates and maturity dates, including the following issuances made during 2009.

On March 6, 2009, the Utility issued $550 million principal amount of 6.25% Senior Notes due March 1, 2039.

On June 11, 2009, the Utility issued $500 million principal amount of Floating Rate Senior Notes due June 10, 2010.  The interest rate for the Floating Rate Senior Notes is equal to the three-month London Interbank Offered Rate plus 0.95% and resets quarterly.  At December 31, 2009, the interest rate on the Floating Rate Senior Notes was 1.21%.

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On November 18, 2009, the Utility issued $550 million principal amount of 5.40% Senior Notes due January 15, 2040.

The Utility’s senior notes are unsecured and rank equally with the Utility’s other senior unsecured and unsubordinated debt.  Under the indenture for the senior notes, the Utility has agreed that it will not incur secured debt or engage in sales leaseback transactions (except for (1) debt secured by specified liens, and (2) aggregate other secured debt and sales and leaseback transactions not exceeding 10% of the Utility’s net tangible assets, as defined in the indenture) unless the Utility provides that the senior notes will be equally and ratably secured.

Pollution Control Bonds

The California Pollution Control Financing Authority and the California Infrastructure and Economic Development Bank have issued various series of tax-exempt pollution control bonds for the benefit of the Utility.  Under the pollution control bond loan agreements related to the Series 1996 A bonds, the Series 2004 A–D bonds, and the Series 2008 F and G bonds, the Utility is obligated to pay on the due dates an amount equal to the principal; premium, if any; and interest on these bonds to the trustees for these bonds.  With respect to the Series 1996 C, E, and F bonds; the Series 1997 B bonds; and the Series 2009 A–D bonds, the Utility reimburses the letter of credit providers for their payments to the trustee for these bonds, or if a letter of credit provider fails to pay under its respective letter of credit, the Utility is obligated to pay the principal; premium, if any; and interest on those bonds.  All payments on the Series 1996 C, E, and F bonds; the Series 1997 B bonds; and the Series 2009 A–D bonds are made through draws on separate direct-pay letters of credit for each series issued by a financial institution.
 
All of the pollution control bonds were used to finance or refinance pollution control facilities at the Geysers geothermal power plant or at the Utility’s Diablo Canyon nuclear power plant and were issued as “exempt facility bonds” within the meaning of Section 142(a) of the Internal Revenue Code of 1954, as amended (“Code”).  The Utility agrees not to take any action or fail to take any action if any such action or inaction would cause the interest on the bonds to be taxable or to be other than exempt facility bonds.

In 1999, the Utility sold the Geysers geothermal power plant to Geysers Power Company, LLC pursuant to purchase and sale agreements stating that Geysers Power Company, LLC will use the bond-financed facilities solely as pollution control facilities within the meaning of Section 103(b)(4)(F) of the Code.  Although Geysers Power Company, LLC subsequently filed a petition for reorganization under Chapter 11, it assumed the purchase and sale agreements under its Chapter 11 plan of reorganization that became effective on January 31, 2008.  The Utility has no knowledge that Geysers Power Company, LLC intends to cease using the bond-financed facilities solely as pollution control bonds facilities within the meaning of Section 103(b)(4)(F) of the Code.

The Utility has obtained credit support from insurance companies for the Series 1996 A bonds and the Series 2004 A–D bonds such that if the Utility does not pay the principal and interest on any series of these insured bonds, the bond insurer for that series will pay the principal and interest.

On September 1, 2009, the California Infrastructure and Economic Development Bank issued $149 million of tax-exempt pollution control bonds series 2009 A and B due on November 1, 2026 and $160 million of tax-exempt pollution control bonds series 2009 C and D due on December 1, 2016.  The proceeds were used to repurchase the corresponding series of 2008 pollution control bonds.  The 2009 A–D bonds, issued at par with an initial rate of 0.20%, are variable rate demand notes with interest resetting daily and backed by direct-pay letters of credit.  Unlike the series 2008 bonds, interest earned on the series 2009 bonds is not subject to the alternative minimum tax.  A provision in the American Recovery and Reinvestment Act of 2009 allows certain tax-exempt bonds that are subject to the alternative minimum tax to be reissued or refunded in 2009 or 2010 as tax-exempt bonds that are not subject to the alternative minimum tax.  As a result, the 2009 A–D bonds were issued at a lower interest rate, reducing the Utility’s interest expense.

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Repayment Schedule

PG&E Corporation’s and the Utility’s combined aggregate principal repayment amounts of long-term debt at December 31, 2009 are reflected in the table below:

(in millions, except interest rates)
  
2010
    
2011
    
2012
    
2013
    
2014
    
Thereafter
    
Total
  
Long-term debt:
                                          
PG&E Corporation
                                          
Average fixed interest rate
     9.50 %     -       -       -       5.75 %     -       7.30 %
Fixed rate obligations
   $ 247       -       -       -     $ 350       -     $ 597  
Utility
                                                        
Average fixed interest rate
     3.75 %     4.20 %     -       6.25 %     4.80 %     6.13 %        
Fixed rate obligations
   $ 95     $ 500       -     $ 400     $ 1,000     $ 7,245     $ 9,240  
Variable interest rate as of December 31, 2009
     -       0.21 %     0.21 %     -       -       -       0.21 %
Variable rate obligations
     -     $ 309 (1)   $ 614 (2)     -       -       -     $ 923  
Less: current portion
     (342 )     -       -       -       -       -       (342 )
Total consolidated long-term debt
   $ -     $ 809     $ 614     $ 400     $ 1,350     $ 7,245     $ 10,418  
                                                         
                                                         
(1) These bonds, due from 2016 through 2026, are backed by a direct-pay letter of credit that expires on October 29, 2011. The bonds will be subject to a mandatory redemption unless the letter of credit is extended or replaced or the issuer consents to the continuation of these series without a credit facility. Accordingly, the bonds have been classified for repayment purposes in 2011.
  
(2) The $614 million pollution control bonds, due in 2026, are backed by letters of credit that expire on February 26, 2012. The bonds will be subject to a mandatory redemption unless the letters of credit are extended or replaced. Accordingly, the bonds have been classified for repayment purposes in 2012.
  

Credit Facilities and Short-Term Borrowings

The following table summarizes PG&E Corporation’s and the Utility’s short-term borrowings and outstanding credit facilities at December 31, 2009:
 
(in millions)
      
At December 31, 2009
  
Authorized Borrower
Facility
Termination Date
  
Facility Limit
    
Letters of Credit
Outstanding
    
Cash Borrowings
    
Commercial Paper Backup
    
Availability
  
PG&E Corporation
Revolving credit facility
February 2012
   $ 187 (1)   $ -     $ -       N/A     $ 187  
Utility
Revolving credit facility
February 2012
     1,940 (2)     252       -     $ 333       1,355  
Total credit facilities
   $ 2,127     $ 252     $ -     $ 333     $ 1,542  
  
                                        
                                         
(1) Includes an $87 million sublimit for letters of credit and a $100 million sublimit for “swingline” loans, defined as loans that are made available on a same-day basis and are repayable in full within 30 days.
  
(2) Includes a $921 million sublimit for letters of credit and a $200 million sublimit for swingline loans.
  

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PG&E Corporation

Revolving credit facility

PG&E Corporation has a $187 million revolving credit facility with a syndicate of lenders that expires on February 26, 2012.  PG&E Corporation amended its revolving credit facility on April 27, 2009 to remove Lehman Brothers Bank, FSB (“Lehman Bank”) as a lender.  Prior to the amendment, the total borrowing capacity under the revolving credit facility was $200 million, including a commitment from Lehman Bank that represented $13 million, or 7%, of the total.  Borrowings under the revolving credit facility and letters of credit may be used for working capital and other corporate purposes.  PG&E Corporation can, at any time, repay amounts outstanding in whole or in part.  At PG&E Corporation’s request and at the sole discretion of each lender, the revolving credit facility may be extended for additional periods.  PG&E Corporation has the right to increase, in one or more requests given no more than once a year, the aggregate facility by up to $100 million provided that certain conditions are met.  The fees and interest rates that PG&E Corporation pays under the revolving credit facility vary depending on the Utility’s unsecured debt ratings issued by Standard & Poor’s (“S&P”) ratings service and Moody’s Investors Service (“Moody’s”).

The revolving credit facility includes usual and customary covenants for credit facilities of this type, including covenants limiting liens, mergers, sales of all or substantially all of PG&E Corporation’s assets, and other fundamental changes.  In general, the covenants, representations, and events of default mirror those in the Utility’s revolving credit facility, discussed below.  In addition, the revolving credit facility also requires that PG&E Corporation maintain a ratio of total consolidated debt to total consolidated capitalization of at most 65% and that PG&E Corporation own, directly or indirectly, at least 80% of the common stock and at least 70% of the voting securities of the Utility.  At December 31, 2009, PG&E Corporation met both of these tests.

Utility

Revolving credit facility

The Utility has a $1.94 billion revolving credit facility with a syndicate of lenders that expires on February 26, 2012.  The Utility amended its revolving credit facility on April 27, 2009 to remove Lehman Bank as a lender.  Prior to the amendment, the total borrowing capacity under the revolving credit facility was $2.0 billion, including a commitment from Lehman Bank that represented $60 million, or 3%, of the total.  Borrowings under the revolving credit facility and letters of credit are used primarily for liquidity and to provide credit enhancements to counterparties for natural gas and energy procurement transactions.  The Utility treats the amount of its outstanding commercial paper as a reduction to the amount available under its revolving credit facility so that liquidity from the revolving credit facility is available to repay outstanding commercial paper.

The revolving credit facility includes usual and customary covenants for credit facilities of this type, including covenants limiting liens to those permitted under the senior notes’ indenture, mergers, sales of all or substantially all of the Utility’s assets, and other fundamental changes.  In addition, the revolving credit facility also requires that the Utility maintain a debt to capitalization ratio of at most 65% as of the end of each fiscal quarter.  At December 31, 2009, the Utility met this ratio test.

Commercial Paper Program

The Utility has a $1.75 billion commercial paper program, the borrowings from which are used primarily to cover fluctuations in cash flow requirements.  Liquidity support for these borrowings is provided by available capacity under the Utility’s revolving credit facility, as described above.  The commercial paper may have maturities up to 365 days and ranks equally with the Utility’s other unsubordinated and unsecured indebtedness.  Commercial paper notes are sold at an interest rate dictated by the market at the time of issuance.  At December 31, 2009, the average yield was 0.31%.

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In 2005, PG&E Energy Recovery Funding, LLC (“PERF”), a wholly owned consolidated subsidiary of the Utility, issued two separate series of ERBs in the aggregate amount of $2.7 billion to refinance a regulatory asset that the Utility recorded in connection with the Chapter 11 Settlement Agreement.  The proceeds of the ERBs were used by PERF to purchase from the Utility the right, known as “recovery property,” to be paid a specified amount from a dedicated rate component (“DRC”) to be collected from the Utility’s electricity customers.  DRC charges are authorized by the CPUC under state legislation and will be paid by the Utility’s electricity customers until the ERBs are fully retired.  Under the terms of a recovery property servicing agreement, DRC charges are collected by the Utility and remitted to PERF for payment of principal, interest, and miscellaneous expenses associated with the bonds.

The first series of ERBs issued on February 10, 2005 included five classes aggregating to a $1.9 billion principal amount with scheduled maturities ranging from September 25, 2006 to December 25, 2012.  Interest rates on the remaining three outstanding classes range from 4.14% for the earliest maturing class to 4.47% for the latest maturing class.  The proceeds of the first series of ERBs were paid by PERF to the Utility and were used by the Utility to refinance the remaining unamortized after-tax balance of the settlement regulatory asset.  The second series of ERBs, issued on November 9, 2005, included three classes aggregating to an $844 million principal amount, with scheduled maturities ranging from June 25, 2009 to December 25, 2012.  Interest rates on the remaining two classes are 5.03% for the earliest maturing class and 5.12% for the latest maturing class.  The proceeds of the second series of ERBs were paid by PERF to the Utility to pre-fund the Utility’s tax liability that will be due as the Utility collects the DRC charges from customers.

The total amount of ERB principal outstanding was $1.2 billion at December 31, 2009 and $1.6 billion at December 31, 2008.  The scheduled principal repayments for ERBs are reflected in the table below:

(in millions)
2010
  
2011
  
2012
  
Total
  
Utility
        
 
      
Average fixed interest rate
     4.49 %     4.59 %     4.66 %     4.58 %
Energy recovery bonds
   $ 386     $ 404     $ 423     $ 1,213  

While PERF is a wholly owned consolidated subsidiary of the Utility, it is legally separate from the Utility.  The assets (including the recovery property) of PERF are not available to creditors of the Utility or PG&E Corporation, and the recovery property is not legally an asset of the Utility or PG&E Corporation.


PG&E Corporation

PG&E Corporation has authorized 800 million shares of no-par common stock, of which 371,272,457 shares were issued and outstanding at December 31, 2009 and 362,346,685 shares were issued and outstanding at December 31, 2008.

Of the 371,272,457 shares issued and outstanding at December 31, 2009, 670,552 shares were granted as restricted stock as share-based compensation awarded under the PG&E Corporation Long-Term Incentive Program and the 2006 Long-Term Incentive Plan (“2006 LTIP”), and 6,773,290 shares were issued upon the exercise of employee stock options, for the account of 401(k) plan participants, and to participants in the Dividend Reinvestment and Stock Purchase Plan (“DRSPP”).  (See Note 13 of the Notes to the Consolidated Financial Statements.)  In addition, 2,187,269 shares were issued upon the conversion of Convertible Subordinated Notes.  (See Note 4 of the Notes to the Consolidated Financial Statements.)

Utility

The Utility is authorized to issue 800 million shares of its $5 par value common stock, of which 264,374,809 shares were issued and outstanding as of December 31, 2009 and 2008.  As of December 31, 2009, PG&E Corporation held all of the Utility’s outstanding common stock.
 
The Utility may pay common stock dividends and repurchase its common stock provided that cumulative preferred dividends on its preferred stock are paid.

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Dividends

During 2009, the Utility paid common stock dividends totaling $624 million to PG&E Corporation.  During 2009, PG&E Corporation paid common stock dividends of $1.65 per share, totaling $590 million, net of $17 million that was reinvested in additional shares of common stock by participants in the DRSPP.  On December 16, 2009, the Board of Directors of PG&E Corporation declared a quarterly dividend of $0.42 per share, totaling $157 million, which was paid on January 15, 2010 to shareholders of record on December 31, 2009.

During 2008, the Utility paid common stock dividends totaling $589 million, including $568 million of common stock dividends paid to PG&E Corporation and $21 million paid to PG&E Holdings, LLC.  During 2008, PG&E Corporation paid common stock dividends of $1.53 per share, totaling $554 million, net of $20 million that was reinvested in additional shares of common stock by participants in the DRSPP, and including $28 million that was paid to Elm Power Corporation.

During 2007, the Utility paid common stock dividends of $547 million, including $509 million of common stock dividends paid to PG&E Corporation and $38 million paid to PG&E Holdings, LLC.  During 2007, PG&E Corporation paid common stock dividends of $1.41 per share totaling $526 million, net of $5 million that was reinvested in additional shares of common stock by participants in the DRSPP, and including $35 million that was paid to Elm Power Corporation.

Effective August 29, 2008, PG&E Holdings, LLC, and Elm Power Corporation, wholly owned subsidiaries of the Utility and PG&E Corporation, respectively, were dissolved, and the shares of each entity were subsequently cancelled.

PG&E Corporation and the Utility each have a revolving credit facility that requires the company to maintain a ratio of consolidated total debt to consolidated capitalization of at most 65%.  In addition, the CPUC requires the Utility to maintain a capital structure composed of at least 52% equity on average each year from 2008 through 2010.  These requirements are considered to be restrictions on the payment of dividends since neither company can declare dividends if the resulting decrease in retained earnings would cause the ratio of consolidated total debt to consolidated capitalization to exceed 65% or the Utility’s capital structure to fall below 52% equity.  Based on the calculation of these ratios for each company, no amount of PG&E Corporation’s retained earnings and $2.5 billion of the Utility’s retained earnings were restricted at December 31, 2009.

In addition, the Utility was required to maintain at least $6.6 billion of its net assets as equity in order to maintain the capital structure of at least 52% equity at December 31, 2009.  As a result, $6.6 billion of the Utility’s net assets are restricted and may not be transferred to PG&E Corporation in the form of cash dividends.


PG&E Corporation

PG&E Corporation has authorized 85 million shares of preferred stock, which may be issued as redeemable or nonredeemable preferred stock.  No preferred stock of PG&E Corporation has been issued to date.

Utility

The Utility has authorized 75 million shares of $25 par value preferred stock and 10 million shares of $100 par value preferred stock.  The Utility specifies that 5,784,825 shares of the $25 par value preferred stock authorized are designated as nonredeemable preferred stock without mandatory redemption provisions.  All remaining shares of preferred stock may be issued as redeemable or nonredeemable preferred stock.

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The following table summarizes the Utility’s issued and outstanding preferred stock without mandatory redemption provisions at December 31, 2009 and 2008:
 
(in millions, except share amounts and redemption price)
  
Shares Outstanding
    
Redemption Price
    
Balance
  
Nonredeemable $25 par value preferred stock
                  
5.00% Series
     400,000           $ 10  
5.50% Series
     1,173,163             30  
6.00% Series
     4,211,662             105  
Total nonredeemable
preferred stock
     5,784,825           $ 145  
                       
Redeemable $25 par value preferred stock
                      
4.36% Series
     418,291     $ 25.75     $ 11  
4.50% Series
     611,142       26.00       15  
4.80% Series
     793,031       27.25       20  
5.00% Series
     1,778,172       26.75       44  
5.00% Series A
     934,322       26.75       23  
Total redeemable
preferred stock
     4,534,958             $ 113  

Holders of the Utility’s nonredeemable preferred stock have rights to annual dividends ranging from $1.25 to $1.50 per share.  The Utility’s redeemable preferred stock is subject to redemption at the Utility’s option, in whole or in part, if the Utility pays the specified redemption price plus accumulated and unpaid dividends through the redemption date.  At December 31, 2009, annual dividends on redeemable preferred stock ranged from $1.09 to $1.25 per share.

Dividends on all Utility preferred stock are cumulative.  All shares of preferred stock have voting rights and an equal preference in dividend and liquidation rights.  During the years ended December 31, 2009, 2008, and 2007, the Utility paid $14 million of dividends on preferred stock without mandatory redemption provisions.  On December 16, 2009, the Board of Directors of the Utility declared a cash dividend on its outstanding series of preferred stock totaling $4 million that was paid on February 15, 2010 to preferred shareholders of record on January 29, 2010.  Upon liquidation or dissolution of the Utility, holders of preferred stock would be entitled to the par value of such shares plus all accumulated and unpaid dividends, as specified for the class and series.


Earnings per common share (“EPS”) is calculated utilizing the “two-class” method, by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding during the period.  In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities.  PG&E Corporation’s 9.5% Convertible Subordinated Notes are entitled to receive pass-through dividends and meet the criteria of participating securities.  All of the participating securities participate in dividends on a 1:1 basis with shares of common stock.

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The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average shares of common stock outstanding for calculating basic EPS:

   
Year Ended December 31,
  
(in millions, except per share amounts)
  
2009
    
2008
    
2007
  
Basic
                  
Income Available for Common Shareholders
   $ 1,220     $ 1,338     $ 1,006  
Less: distributed earnings to common shareholders
     621       560       508  
Undistributed earnings
     599       778       498  
Less: undistributed earnings from discontinued operations
     -       154       -  
Undistributed earnings from continuing operations
   $ 599     $ 624     $ 498  
Allocation of undistributed earnings to common shareholders
                        
Distributed earnings to common shareholders
   $ 621     $ 560     $ 508  
Undistributed earnings allocated to common shareholders - continuing operations
     573       592       472  
Undistributed earnings allocated to common shareholders – discontinued operations
     -       146       -  
Total common shareholders earnings
   $ 1,194     $ 1,298     $ 980  
Weighted average common shares outstanding, basic
     368       357       351  
Convertible subordinated notes
     17       19       19  
Weighted average common shares outstanding and participating securities
     385       376       370  
Net earnings per common share, basic
                        
Distributed earnings, basic (1)
   $ 1.69     $ 1.57     $ 1.45  
Undistributed earnings – continuing operations, basic
     1.56       1.66       1.34  
Undistributed earnings – discontinued operations, basic
     -       0.41       -  
Total
   $ 3.25     $ 3.64     $ 2.79  
                         
(1) Distributed earnings, basic may differ from actual per share amounts paid as dividends, as the EPS computation under GAAP requires the use of the weighted average, rather than the actual, number of shares outstanding.
  

In calculating diluted EPS, PG&E Corporation applies the if-converted method to reflect the dilutive effect of the Convertible Subordinated Notes to the extent that the impact is dilutive when compared to basic EPS.  In addition, PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding stock-based compensation in the calculation of diluted EPS.  The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average shares of common stock outstanding for calculating diluted EPS for 12 months ended December 31, 2009:

(in millions, except per share amounts)
  
December 31, 2009
  
Diluted
      
Income Available for Common Shareholders
   $ 1,220  
Add earnings impact of assumed conversion of participating securities:
        
Interest expense on convertible subordinated notes, net of tax
     15  
Unrealized loss on embedded derivative, net of tax
     2  
Income Available for Common Shareholders and Assumed Conversion
   $ 1,237  
         
Weighted average common shares outstanding, basic
     368  
Add incremental shares from assumed conversions:
        
Convertible subordinated notes
     17  
Employee share-based compensation
     1  
Weighted average common shares outstanding, diluted
     386  
Total earnings per common share, diluted
   $ 3.20  

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Stock options to purchase 7,285 shares of PG&E Corporation common stock were excluded from the computation of diluted EPS for the 12 months ended December 31, 2009 because the exercise prices of these options were greater than the average market price of PG&E Corporation common stock during this period.

The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average shares of common stock outstanding for calculating diluted EPS for the 12 months ended December 31, 2008 and 2007:

   
December 31,
  
(in millions, except per share amounts)
  
2008
    
2007
  
Diluted
            
Income Available for Common Shareholders
   $ 1,338     $ 1,006  
Less: distributed earnings to common shareholders
     560       508  
Undistributed earnings
     778       498  
Less: undistributed earnings from discontinued operations
     154       -  
Undistributed earnings from continuing operations
   $ 624     $ 498  
                 
Allocation of undistributed earnings to common shareholders
                
Distributed earnings to common shareholders
   $ 560     $ 508  
Undistributed earnings allocated to common shareholders – continuing operations
     593       473  
Undistributed earnings allocated to common shareholders – discontinued operations
     146       -  
Total common shareholders earnings
   $ 1,299     $ 981  
                 
Weighted average common shares outstanding, basic
     357       351  
Convertible subordinated notes
     19       19  
Weighted average common shares outstanding and participating securities, basic
     376       370  
Weighted average common shares outstanding, basic
     357       351  
Employee share-based compensation
     1       2  
Weighted average common shares outstanding, diluted
     358       353  
Convertible subordinated notes
     19       19  
Weighted average common shares outstanding and participating securities, diluted
     377       372  
Net earnings per common share, diluted
                
Distributed earnings, diluted
   $ 1.56     $ 1.44  
Undistributed earnings – continuing operations, diluted
     1.66       1.34  
Undistributed earnings – discontinued operations, diluted
     0.41       -  
Total earnings per common share, diluted
   $ 3.63     $ 2.78  

Stock options to purchase 11,935, and 7,285 shares of PG&E Corporation common stock were excluded from the computation of diluted EPS for the 12 months ended December 31, 2008 and 2007, respectively, because the exercise prices of these options were greater than the average market price of PG&E Corporation common stock during these periods.

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The significant components of income tax provision (benefit) for continuing operations were as follows:

 
PG&E Corporation
  
Utility
  
 
Year Ended December 31,
  
 
2009
  
2008
  
2007
  
2009
  
2008
  
2007
  
(in millions)
                        
Current:
                        
Federal
   $ (747 )   $ (268 )   $ 526     $ (696 )   $ (188 )   $ 563  
State
     (41 )     33       140       (45 )     24       149  
Deferred:
                                                
Federal
     1,161       604       (81 )     1,139       596       (92 )
State
     92       62       (40 )     89       62       (43 )
Tax credits, net
     (5 )     (6 )     (6 )     (5 )     (6 )     (6 )
Income tax provision
   $ 460     $ 425     $ 539     $ 482     $ 488     $ 571  

The following describes net deferred income tax liabilities:

   
PG&E Corporation
    
Utility
  
   
Year Ended December 31,
  
   
2009
    
2008
    
2009
    
2008
  
(in millions)
                        
Deferred income tax assets:
                        
Customer advances for construction
   $ 8     $ 199     $ 8     $ 199  
Reserve for damages
     138       130       138       129  
Environmental reserve
     227       225       227       225  
Compensation
     338       339       304       306  
Other
     176       231       172       201  
Total deferred income tax assets
   $ 887     $ 1,124     $ 849     $ 1,060  
Deferred income tax liabilities:
                                
Regulatory balancing accounts
   $ 1,340     $ 1,425     $ 1,340     $ 1,425  
Property related basis differences
     4,036       2,819       4,032       2,813  
Income tax regulatory asset
     418       345       418       345  
Unamortized loss on reacquired debt
     93       102       93       102  
Other
     64       81       64       81  
Total deferred income tax liabilities
   $ 5,951     $ 4,772     $ 5,947     $ 4,766  
Total net deferred income tax liabilities
   $ 5,064     $ 3,648     $ 5,098     $ 3,706  
Classification of net deferred income tax liabilities:
                                
Included in current liabilities
   $ 332     $ 251     $ 334     $ 257  
Included in noncurrent liabilities
     4,732       3,397       4,764       3,449  
Total net deferred income tax liabilities
   $ 5,064     $ 3,648     $ 5,098     $ 3,706  

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The differences between income taxes and amounts calculated by applying the federal statutory rate to income before income tax expense for continuing operations were as follows:

   
PG&E Corporation
  
Utility
  
   
Year Ended December 31,
  
   
2009
  
2008
  
2007
  
2009
  
2008
  
2007
  
                           
Federal statutory income tax rate
    
35.0
%
35.0 
%
35.0 
%
35.0
%
35.0 
%
35.0 
%
Increase (decrease) in income tax rate resulting from:
                            
State income tax (net of federal benefit)
    
1.6 
  
3.1 
  
4.2 
  
1.4 
  
3.3 
  
4.3 
  
Effect of regulatory treatment of fixed asset differences
    
(2.7)
  
(3.2)
  
(3.0)
  
(2.6)
  
(3.1)
  
(2.9)
  
Tax credits, net
    
(0.5)
  
(0.5)
  
(0.7)
  
(0.5)
  
(0.5)
  
(0.7)
  
IRS audit settlements
    
(4.5)
  
(7.1)
  
- 
  
(4.2)
  
(4.1)
  
- 
  
Other, net
    
(1.5)
  
(0.9)
  
(0.6)
  
(1.3)
  
(1.7)
  
0.1 
  
Effective tax rate
    
27.4 
%
26.4 
%
34.9 
%
27.8 
%
28.9 
%
35.8 
%

PG&E Corporation and the Utility recognize a tax benefit if it is more likely than not that a tax position taken or expected to be taken in a tax return will be sustained upon examination by taxing authorities based on the merits of the position.  The tax benefit recognized in the financial statements is measured based on the largest amount of benefit that is greater than 50% likely of being realized upon settlement.  The difference between a tax position taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to this guidance represents an unrecognized tax benefit.

The following table reconciles the changes in unrecognized tax benefits:

   
PG&E Corporation
    
Utility
  
(in millions)
            
Balance at January 1, 2007
   $ 212     $ 90  
Additions for tax position taken during a prior year
     15       4  
Reductions for tax position taken during a prior year
     (18 )     -  
Balance at December 31, 2007
   $ 209     $ 94  
Additions for tax position taken during the current year
     43       20  
Settlements
     (177 )     (77 )
Balance at December 31, 2008
   $ 75     $ 37  
Additions for tax position taken during a prior year
     4       4  
Additions of tax position taken during the current year
     624       623  
Settlements
     (27 )     (12 )
Reductions for tax position taken during a prior year
     (3 )     -  
Balance at December 31, 2009
   $ 673     $ 652  

The component of unrecognized tax benefits that, if recognized, would affect the effective tax rate at December 31, 2009 for PG&E Corporation and the Utility is $36 million and $22 million, respectively, with the remaining balance representing the probable deferral of taxes to later years.  It is reasonably possible that unrecognized tax benefits could decrease in the next 12 months by an amount ranging from $0 to $30 million.

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PG&E Corporation and the Utility recognize accrued interest and penalties related to unrecognized tax benefits as income tax expense in the Consolidated Statements of Income.  Interest income and penalties recognized in income tax expense by PG&E Corporation in 2009 and 2008 was $19 million and $24 million, respectively.  In 2007, interest expense recognized by PG&E Corporation was $4 million.  Interest income and penalties recognized in income tax expense by the Utility in 2009 and 2008 was $14 million and $11 million, respectively.  In 2007, interest expense recognized by the Utility was $1 million.

As of December 31, 2009, PG&E Corporation and the Utility had accrued interest income and penalties of $11 million and $12 million, respectively.  As of December 31, 2008, PG&E Corporation and the Utility had accrued interest expense and penalties of $8 million and $3 million, respectively.

In 2009, PG&E Corporation recognized an income tax benefit of $56 million from settling a claim with the Internal Revenue Service (“IRS”) related to 1998 and 1999.  Additionally during 2009, PG&E Corporation recognized $12 million in California benefits, of which $10 million was attributable to this settlement and $2 million was attributable to the 2001–2004 IRS settlement.  (The 2001–2004 IRS settlement resulted in a $154 million tax benefit related to National Energy & Gas Transmission, Inc. (“NEGT”) and was recorded as discontinued operations in 2008.)  PG&E Corporation received total cash refunds of $605 million in 2009 related to these settlements.

The IRS is currently auditing PG&E Corporation’s consolidated 2005–2007 income tax returns.  The IRS has not proposed any material adjustments.  In September 2009, the IRS released standards related to the treatment of indirect service costs for the 2005–2007 audit period, enabling PG&E Corporation to recognize a net tax benefit of $17 million.

PG&E Corporation also participates in the Compliance Assurance Process (“CAP”), a real-time IRS audit intended to expedite the resolution of tax years.  PG&E Corporation is under CAP for 2008 and 2009.  In 2009, the IRS signed a Partial Acceptance Letter accepting the 2008 tax return except for several issues to be resolved in appeals or through a field audit.  The reserved items included a tax accounting method change request related to the deduction of repairs submitted by PG&E Corporation in 2008 that was approved in 2009 and resulted in the recording of a $2 million benefit, including interest.  The IRS is conducting a field audit to examine the size of the adjustment resulting from the method change.  The IRS has proposed no material adjustments for either 2008 or 2009.

The primary impact to PG&E Corporation’s and the Utility’s balance sheets from the events described above is an increase in regulatory assets of $37 million, an increase in noncurrent income tax receivables of $624 million, and an increase in noncurrent deferred tax liabilities of $803 million in 2009.

Additionally, the California Franchise Tax Board is auditing PG&E Corporation’s 2004 and 2005 combined California income tax returns and amended income tax returns filed by PG&E Corporation to reflect settlements made with the IRS.  To date, no material adjustments have been proposed.  PG&E Corporation believes final resolution of the Federal and California audits will not have a material adverse impact on its financial condition or results of operations.  PG&E Corporation is neither under audit nor subject to any material risk in any other jurisdiction.

In 2009, PG&E Corporation recorded a $14 million benefit, including interest, upon reaching an agreement with the IRS allowing deductions for items that had previously been included in the capital loss carry forwards.  As a result, as of December 31, 2009, PG&E Corporation has $25 million of federal and California capital loss carry forwards based on filed tax returns, of which approximately $10 million will expire if not used by 2011.  For all periods presented, PG&E Corporation has provided a full valuation allowance against its deferred tax assets for capital loss carry forwards.


Use of Derivative Instruments

The Utility faces market risk primarily related to electricity and natural gas commodity prices.  Substantially all of the Utility’s risk management activities involving derivatives occur to reduce the volatility of commodity costs on behalf of its customers.  The CPUC and the FERC allow the Utility to charge customer rates designed to recover the Utility’s reasonable costs of providing services, including the cost to obtain and deliver electricity and natural gas.  As these costs are passed through to customers, the Utility’s earnings are not exposed to the commodity price risk inherent in the purchase and sale of electricity and natural gas.

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The Utility uses both derivative and non-derivative contracts in managing its customers’ exposure to commodity-related price risk, including:

·  
forward contracts that commit the Utility to purchase a commodity in the future;

·  
swap agreements that require payments to or from counterparties based upon the difference between two prices for a predetermined contractual quantity;

·  
option contracts that provide the Utility with the right to buy a commodity at a predetermined price; and

·  
futures contracts that are exchange-traded contracts that commit the Utility to purchase a commodity or make a cash settlement at a specified price and future date.

These instruments are not held for speculative purposes and are subject to certain regulatory requirements.

Commodity-Related Price Risk

Commodity-related price risk management activities that meet the definition of a derivative are recorded at fair value on the Consolidated Balance Sheets.  Certain commodity-related price risk management activities reduce the cash flow variability associated with fluctuating commodity prices.  Prior to September 2009, the Utility designated qualifying derivative transactions as cash flow hedges for accounting purposes.  As long as the ratemaking mechanisms discussed above remain in place and the Utility’s risk management activities are carried out in accordance with CPUC directives, the Utility expects to fully recover from customers, in rates, all costs related to commodity-related price risk-related derivative instruments.  Therefore, all unrealized gains and losses associated with the fair value of these derivative instruments, including those designated as cash flow hedges, are deferred and recorded within the Utility’s regulatory assets and liabilities on the Consolidated Balance Sheets. (See Note 3 of the Notes to the Consolidated Financial Statements.)  Net realized gains or losses on derivative instruments related to price risk for commodities are recorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from customers.  As of September 30, 2009, the Utility de-designated all cash flow hedge relationships.  Due to the regulatory accounting treatment described above, the de-designation of cash flow hedge relationships had no impact on Income Available for Common Shareholders or the Consolidated Balance Sheets.

The Utility elects the normal purchase and sale exception for qualifying commodity-related derivative instruments.  Derivative instruments that require physical delivery, are probable of physical delivery in quantities that are expected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the commodity delivered are eligible for the normal purchase and sale exception.  The fair value of instruments that are eligible for the normal purchase and sales exception are not reflected in the Consolidated Balance Sheets.

The following is a discussion of the Utility’s use of derivative instruments intended to mitigate commodity-related price risk for its customers.

Electricity Procurement

The Utility obtains electricity from a diverse mix of resources, including third-party power purchase agreements, amounts allocated under DWR contracts, and its own electricity generation facilities.  The amount of electricity the Utility needs to meet the demands of customers and that is not satisfied from the Utility’s own generation facilities, existing purchase contracts, or DWR contracts allocated to the Utility’s customers is subject to change for a number of reasons, including:

78
    ·
periodic expirations or terminations of existing electricity purchase contracts, including the DWR’s contracts;
   
    ·
the execution of new electricity purchase contracts;
   
    ·
fluctuation in the output of hydroelectric and other renewable power facilities owned or under contract;
   
    ·
changes in the Utility’s customers’ electricity demands due to customer and economic growth or decline, weather, implementation of new energy efficiency and demand response programs, direct access, and community choice aggregation;
   
    ·
the acquisition, retirement, or closure of generation facilities; and
   
    ·
changes in market prices that make it more economical to purchase power in the market rather than use the Utility’s existing resources.

The Utility enters into third-party power purchase agreements to ensure sufficient electricity to meet customer needs.  The Utility’s third-party power purchase agreements are generally accounted for as leases, but certain third-party power purchase agreements are considered derivative instruments and, therefore, are recorded at fair value within the Consolidated Balance Sheets.  The Utility elects to use the normal purchase and sale exception for eligible derivative instruments.  Derivative instruments that are eligible for the normal purchase and normal sales exception are not required to be recorded at fair value.

A portion of the Utility’s third-party power purchase agreements contain market-based pricing terms.  In order to reduce the cash flow variability associated with fluctuating electricity prices, the Utility has entered into financial swap contracts to effectively fix the price of future purchases under those power purchase agreements.  These financial swaps are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.

The CPUC has approved a long-term electricity procurement plan covering 2007 through 2016.  The Utility’s electricity procurement and financial swaps are transacted in accordance with the approved plan.  The Utility recovers the costs incurred under these contracts and other electricity procurement costs through retail electricity rates that are adjusted whenever the forecasted aggregate over-collections or under-collections of the Utility’s procurement costs for the current year exceed 5% of the Utility’s prior year electricity procurement revenues.  The Chapter 11 Settlement Agreement provides that the Utility will recover its reasonable costs of providing utility service, including power procurement costs.  As long as these cost recovery mechanisms remain in place, adverse market price changes are not expected to impact the Utility’s net income.  The Utility is at risk to the extent that the CPUC may in the future disallow portions or the full costs of procurement transactions.  Additionally, market price changes could impact the timing of the Utility’s cash flows.

Electric Transmission Congestion Revenue Rights

The CAISO-controlled electricity transmission grid used by the Utility to transmit power is subject to transmission constraints.  As a result, the Utility is subject to financial risk associated with the cost of transmission congestion.  The CAISO implemented its new day-ahead wholesale electricity market as part of its Market Redesign and Technology Update on April 1, 2009.  The CAISO created Congestion Revenue Rights (“CRRs”) to allow market participants, including load-serving entities, to hedge the financial risk of CAISO-imposed congestion charges in the new day-ahead market.  The CAISO releases CRRs through an annual and monthly process, each of which includes an allocation phase (in which load-serving entities are allocated CRRs at no cost based on the customer demand or “load” they serve) and an auction phase (in which CRRs are priced at market and available to all market participants).  In 2009, the Utility acquired CRRs through both allocation and auction.  The costs associated with CRRs are filed with the CPUC along with electric procurement costs for recovery.  The Utility is at risk to the extent that the CPUC may in the future disallow portions or the full costs of procurement transactions.  CRRs are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.

79
Natural Gas Procurement (Electric Portfolio)

The Utility’s electric procurement portfolio is exposed to natural gas price risk primarily through the Utility-owned natural gas generating facilities, tolling agreements, and natural gas-indexed electricity procurement contracts.  In order to reduce the future cash flow variability associated with fluctuating natural gas prices, the Utility purchases financial instruments such as futures, swaps, and options.  These financial instruments are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.

The Utility manages natural gas price risk associated with its electric procurement portfolio in accordance with its risk management strategies included in electricity procurement plans approved by the CPUC.  The CPUC did not approve the Utility’s proposed electric portfolio gas hedging plan that was included in the Utility’s long-term procurement plan.  Instead, the CPUC deferred consideration of the proposal to another proceeding.  The CPUC ordered the Utility to continue operating under the previously approved gas hedging plan.  The expenses associated with the hedging plan are expected to be recovered through rates.

Natural Gas Procurement (Small Commercial and Residential Customers)

The Utility enters into physical natural gas commodity contracts to fulfill the needs of its small commercial and residential, or “core,” customers.  (The Utility does not procure natural gas for industrial and large commercial, or “non-core,” customers.)  Changes in temperature cause natural gas demand to vary daily, monthly, and seasonally.  Consequently, varying volumes of gas may be purchased or sold in the monthly and, to a lesser extent, daily spot market to balance such seasonal supply and demand.

The Utility manages its winter exposure to variable natural gas prices in accordance with its CPUC-approved annual core portfolio hedging implementation plans.  Accordingly, the Utility has entered into various financial instruments, such as swaps and options, intended to reduce the uncertainty associated with fluctuating natural gas purchase prices.  These financial instruments are considered derivative instruments that are recorded at fair value within the Consolidated Balance Sheets.

Other Risk

At December 31, 2009, PG&E Corporation had $247 million of Convertible Subordinated Notes outstanding scheduled to mature on June 30, 2010.  The holders of the Convertible Subordinated Notes are entitled to receive pass-through dividends determined by multiplying the cash dividend paid by PG&E Corporation per share of common stock by a number equal to the principal amount of the Convertible Subordinated Notes divided by the conversion prices.  The dividend participation rights associated with the Convertible Subordinated Notes are embedded derivative instruments and, therefore, must be bifurcated from the Convertible Subordinated Notes and recorded at fair value in PG&E Corporation’s Consolidated Financial Statements.  Changes in fair value of the dividend participation rights are recognized in PG&E Corporation’s Consolidated Statements of Income as non-operating expense or income (in Other income (expense), net).

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Volume of Derivative Activity

At December 31, 2009, the volume of PG&E Corporation’s and the Utility’s outstanding derivative contracts was as follows:

     
Contract Volume (1)
  
Underlying Product
Instruments
  
Less Than 1 Year
    
Greater Than 1 Year but Less Than 3 Years
    
Greater Than 3 Years but Less Than 5 Years
    
Greater Than 5 Years (2)
  
Natural Gas (3) (MMBtus (4))
Forwards, Futures, and Swaps
     288,485,226       167,046,788       15,512,500       -  
 
Options
     175,269,728       99,834,308       -       -  
                                   
Electricity (Megawatt-hours)
Forwards, Futures, and Swaps
     3,830,256       7,787,609       4,652,112       4,233,696  
 
Options
     9,400       11,450       136,048       532,444  
 
Congestion Revenue Rights
     86,222,176       66,936,541       66,869,998       118,548,809  
                                   
PG&E Corporation Equity
(Shares)
Dividend Participation Rights
     16,370,789       -       -       -  
                                   
(1) Amounts shown reflect the total gross derivative volumes by commodity type that are expected to settle in each time period.
  
(2) Derivatives in this category expire between 2015 and 2022.
  
(3) Amounts shown are for the combined positions of the electric and core gas portfolios.
  
(4) Million British Thermal Units.
  

Presentation of Derivative Instruments in the Financial Statements

In PG&E Corporation’s and the Utility’s Consolidated Balance Sheets, derivative instruments are presented on a net basis by counterparty where the right of offset exists.  The net balances include outstanding cash collateral associated with derivative positions.

At December 31, 2009, PG&E Corporation’s and the Utility’s outstanding derivative balances were as follows:

(in millions)
  
Gross Derivative Balance (1)
    
Netting (2)
    
Cash Collateral (2)
    
Total Derivative Balances
  
Commodity Risk (PG&E Corporation and Utility)
  
Current Assets – Prepaid expenses and other
   $ 76     $ (12 )   $ 77     $ 141  
Other Noncurrent Assets – Other
     64       (44 )     13       33  
Current Liabilities – Other
     (231 )     12       54       (165 )
Noncurrent Liabilities – Other
     (390 )     44       44       (302 )
Total commodity risk
   $ (481 )   $ -     $ 188     $ (293 )
                                 
Other Risk Instruments (3) (PG&E Corporation Only)
  
Current Liabilities – Other
   $ (13 )   $ -     $ -     $ (13 )
Total derivatives
   $ (494 )   $ -     $ 188     $ (306 )
                                 
(1) See Note 11 of the Notes to the Consolidated Financial Statements for a discussion of the valuation techniques used to calculate the fair value of these instruments.
  
(2) Positions, by counterparty, are netted where the intent and legal right to offset exist in accordance with master netting agreements.
  
(3) This category relates to the dividend participation rights of PG&E Corporation’s Convertible Subordinated Notes.
  

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Expenses related to the dividend participation rights are not recoverable in customers’ rates.  Therefore, changes in the fair value of these instruments are recorded in PG&E Corporation’s Consolidated Statements of Income.

For the 12-month period ended December 31, 2009, the gains and losses recorded on PG&E Corporation’s and the Utility’s derivative instruments were as follows:

(in millions)
  
Commodity Risk
 (PG&E Corporation and Utility)
  
Unrealized gain/(loss) – Regulatory assets and liabilities (1)
   $ 15  
Realized gain/(loss) – Cost of electricity(2)
     (701 )
Realized gain/(loss) – Cost of natural gas (2)
     (54 )
Total commodity risk instruments
   $ (740 )
         
(1) Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory assets or liabilities rather than being recorded to the Consolidated Statements of Income. These amounts exclude the impact of cash collateral postings.
  
(2) These amounts are fully passed through to customers in rates. Accordingly, net income was not impacted by realized amounts on these instruments.
  
         

Cash inflows and outflows associated with the settlement of all derivative instruments are recognized in operating cash flows on PG&E Corporation’s and the Utility’s Consolidated Statements of Cash Flows.

The majority of the Utility’s commodity risk-related derivative instruments contain collateral posting provisions tied to the Utility’s credit rating from each of the major credit rating agencies.  If the Utility’s credit rating were to fall below investment grade, the Utility would be required to immediately post additional cash to fully collateralize its net liability derivative positions.

At December 31, 2009, the additional cash collateral that the Utility would be required to post if its credit risk-related contingency features were triggered was as follows:

(in millions)
      
Derivatives in a liability position with credit risk-related contingencies that are not fully collateralized
   $ (522 )
Related derivatives in an asset position
     50  
Collateral posting in the normal course of business related to these derivatives
     12  
Net position of derivative contracts/additional collateral posting requirements (1)
   $ (460 )
         
(1) This calculation excludes the impact of closed but unpaid positions, as their settlement is not impacted by any of the Utility’s credit risk-related contingencies.
  


PG&E Corporation and the Utility determine the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities.  PG&E Corporation and the Utility utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and give precedence to observable inputs in determining fair value.  An instrument’s level within the hierarchy is based on the lowest level of any significant input to the fair value measurement.  The following levels were established for each input:

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Level 1:  “Inputs that are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.”  Active markets are those in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.  Instruments classified as Level 1 consist of financial instruments such as exchange-traded derivatives (other than options), listed equities, and U.S. government treasury securities.

Level 2:  “Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.”  Instruments classified as Level 2 consist of financial instruments such as non-exchange-traded derivatives (other than options) valued using exchange inputs and exchange-traded derivatives (other than options) for which the market is not active.

Level 3:  “Unobservable inputs for the asset or liability.”  These are inputs for which there is no market data available or observable inputs that are adjusted using Level 3 assumptions.  Instruments classified as Level 3 consist primarily of financial and physical instruments such as options, non-exchange-traded derivatives valued using broker quotes, and new and/or complex instruments that have immature or limited markets.

The following table sets forth the fair value hierarchy by level of PG&E Corporation’s and the Utility’s recurring fair value financial instruments as of December 31, 2009 and 2008.  The instruments are classified based on the lowest level of input that is significant to the fair value measurement.  PG&E Corporation’s and the Utility’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

PG&E Corporation
  
Fair Value Measurements at December 31, 2009
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
                        
Money market investments (held by PG&E Corporation)
   $ 189     $ -     $ 4     $ 193  
Nuclear decommissioning trusts
                                
     Equity securities
     1,106       6       -       1,112  
     U.S. government and agency issues
     653       51       -       704  
     Municipal bonds and other
     1       197       -       198  
Total nuclear decommissioning trusts (1)
     1,760       254       -       2,014  
Rabbi trusts-equity securities
     81       -       -       81  
Long-term disability trust
                                
     Equity securities
     52       23       -       75  
     Corporate debt securities
     -       113       -       113  
Total long-term disability trust
     52       136       -       188  
Total assets
   $ 2,082     $ 390     $ 4     $ 2,476  
Liabilities:
                                
Dividend participation rights
   $ -     $ -     $ 12     $ 12  
Price risk management instruments(2)
     3       73       217       293  
Other
     -       -       3       3  
Total liabilities
   $ 3     $ 73     $ 232     $ 308  
                                 
(1) Excludes deferred taxes on appreciation of investment value.
  
(2) Balances include the impact of netting adjustments of $108 million to Level 1, $48 million to Level 2, and $32 million to Level 3.
  

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PG&E Corporation
  
Fair Value Measurements at December 31, 2008
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
                        
Money market investments (held by PG&E Corporation)
   $ 164     $ -     $ 12     $ 176  
Nuclear decommissioning trusts
                                
     Equity securities
     893       -       5       898  
     U.S. government and agency issues
     603       86       -       689  
     Municipal bonds and other
     9       203       -       212  
Total nuclear decommissioning trusts (1)
     1,505       289       5       1,799  
Rabbi trusts
     66       -       -       66  
Long-term disability trust
                                
     Equity securities
     99       -       54       153  
     Corporate debt securities
     -       -       24       24  
        Total long-term disability trust
     99       -       78       177  
Total assets
   $ 1,834     $ 289     $ 95     $ 2,218  
Liabilities:
                                
Dividend participation rights
   $ -     $ -     $ 42     $ 42  
Price risk management instruments(2)
     (49 )     123       156       230  
Other
     -       -       2       2  
Total liabilities
   $ (49 )   $ 123     $ 200     $ 274  
                                 
(1) Excludes taxes on appreciation of investment value.
  
(2) Balances include the impact of netting adjustments of $159 million to Level 1, $32 million to Level 2, and $76 million to Level 3.
  

Utility
  
Fair Value Measurements at December 31, 2009
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
                        
Nuclear decommissioning trusts
        
 
    
 
    
 
  
     Equity securities
   $ 1,106     $ 6     $ -     $ 1,112  
     U.S. government and agency issues
     653       51       -       704  
     Municipal bonds and other
     1       197       -       198  
Total nuclear decommissioning trusts(1)
     1,760       254       -       2,014  
Long-term disability trust
                                
     Equity securities
     52       23       -       75  
     Corporate debt securities
     -       113       -       113  
Total long-term disability trust
     52       136       -       188  
Total assets
   $ 1,812     $ 390     $ -     $ 2,202  
Liabilities:
                                
Price risk management instruments (2)
   $ 3     $ 73     $ 217     $ 293  
Other
     -       -       3       3  
 Total liabilities
   $ 3     $ 73     $ 220     $ 296  
                                 
(1) Excludes deferred taxes on appreciation of investment value.
  
(2) Balances include the impact of netting adjustments of $108 million to Level 1, $48 million to Level 2, and $32 million to Level 3.
  

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Utility
  
Fair Value Measurements at December 31, 2008
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Total
  
Assets:
                        
Nuclear decommissioning trusts(1)
                        
     Equity securities
   $ 893     $ -     $ 5     $ 898  
     U.S. government and agency issues
     603       86       -       689  
     Municipal bonds and other
     9       203       -       212  
Total nuclear decommissioning trusts (1)
     1,505       289       5       1,799  
Long-term disability trust
                                
     Equity securities
     99       -       54       153  
     Corporate debt securities
     -       -       24       24  
               Total long-term disability trust
     99       -       78       177  
Total assets
   $ 1,604     $ 289     $ 83     $ 1,976  
Liabilities:
                                
Price risk management instruments(2)
     (49 )     123       156       230  
Other
     -       -       2       2  
Total liabilities
   $ (49 )   $ 123     $ 158     $ 232  
                                 
(1) Excludes taxes on appreciation of investment value.
  
(2) Balances include the impact of netting adjustments of $159 million to Level 1, $32 million to Level 2, and $76 million to Level 3.
  

PG&E Corporation’s and the Utility’s fair value measurements incorporate various factors, such as nonperformance and credit risk adjustments.  At December 31, 2009, the nonperformance and credit risk adjustment represented an immaterial amount of the net price risk management value.  PG&E Corporation and the Utility utilize a mid-market pricing convention (the midpoint between bid and ask prices) as a practical expedient in valuing the majority of its derivative assets and liabilities at fair value.

Money Market Investments

PG&E Corporation invests in AAA-rated money market funds that seek to maintain a stable net asset value.  These funds invest in high-quality, short-term, diversified money market instruments, such as treasury bills, federal agency securities, certificates of deposit, and commercial paper with a maximum weighted average maturity of 60 days or less.  PG&E Corporation’s investments in these money market funds are generally valued based on observable inputs such as expected yield and credit quality and are thus classified as Level 1 instruments.  Approximately $189 million held in money market funds are recorded as Cash and cash equivalents in PG&E Corporation’s Consolidated Balance Sheets.

As of December 31, 2009, PG&E Corporation classified approximately $4 million invested in one money market fund as a Level 3 instrument because the fund manager imposed restrictions on fund participants’ redemption requests.  PG&E Corporation’s investment in this money market fund is recorded as Prepaid expenses and other in PG&E Corporation’s Consolidated Balance Sheets.

Trust Assets

The nuclear decommissioning trusts, the rabbi trusts related to the non-qualified deferred compensation plans, and the long-term disability trust hold primarily equities, debt securities, mutual funds, and life insurance policies.  These instruments are generally valued based on unadjusted prices in active markets for identical transactions or unadjusted prices in active markets for similar transactions.  The rabbi trusts are classified as Current Assets-Prepaid expenses and other and Other Noncurrent Assets – Other in PG&E Corporation’s Consolidated Balance Sheets.  The long-term disability trust is presented as a net obligation as the projected obligation exceeds plan assets as Noncurrent Liabilities – Other in PG&E Corporation’s and the Utility’s Consolidated Balance Sheets.

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The Consolidated Balance Sheets of PG&E Corporation and the Utility contain assets held in trust for the PG&E Retirement Plan Master Trust, the Postretirement Life Insurance Trust, and the Postretirement Medical Trusts presented on a net basis.  See Note 13 of the Notes to the Consolidated Financial Statements for further discussion.  The pension assets are presented net of pension obligations as Noncurrent Liabilities – Other in PG&E Corporation’s and the Utility’s Consolidated Balance Sheets.

Price Risk Management Instruments

Price risk management instruments are composed of physical and financial derivative contracts, including futures, forwards, options, and swaps that are both exchange-traded and over-the-counter (“OTC”)-traded contracts.  PG&E Corporation and the Utility consistently apply valuation methodology among their instruments.  The Utility is permitted to defer the unrealized gains and losses associated with these derivatives, as they are expected to be refunded or recovered in future rates.

All energy options (exchange-traded and OTC) are valued using the Black’s Option Pricing Model and classified as Level 3 measurements primarily due to volatility inputs.

The Utility holds CRRs to hedge financial risk of CAISO-imposed congestion charges in the day-ahead markets.  The Utility’s demand response contracts (“DRs”) with third-party aggregators of retail electricity customers contain a call option entitling the Utility to require that the aggregator reduce electric usage by the aggregator’s customers at times of peak energy demand or in response to a CAISO alert or other emergency.  As the market for CRRs and DRs has minimal activity, observable inputs may not be available in pricing these instruments.  Therefore, the pricing models used to value these instruments often incorporate significant estimates and assumptions that market participants would use in pricing the instrument.  Accordingly, they are classified as Level 3 measurements.  When available, observable market data is used to calibrate pricing models.

Exchange-traded derivative instruments (other than options) are generally valued based on unadjusted prices in active markets using pricing models to determine the net present value of estimated future cash flows.  Accordingly, a majority of these instruments are classified as Level 1 measurements.  However, certain exchange-traded contracts are classified as Level 2 measurements because the contract term extends to a point at which the market is no longer considered active but where prices are still observable.  This determination is based on an analysis of the relevant characteristics of the market such as trading hours and volumes, frequency of available quotes, and open interest.  In addition, a number of OTC contracts have been valued using unadjusted exchange prices in active markets.  Such instruments are classified as Level 2 measurements as they are not exchange-traded instruments.  The remaining OTC derivative instruments are valued using pricing models based on the net present value of estimated future cash flows based on broker quotations.  Such instruments are generally classified within Level 3 of the fair value hierarchy, as broker quotes are only indicative of market activity and do not necessarily reflect binding offers to transact.

See Note 10 of the Notes to the Consolidated Financial Statements for further discussion of the price risk management instruments.

Dividend Participation Rights

The dividend participation rights of the Convertible Subordinated Notes are embedded derivative instruments and, therefore, are bifurcated from Convertible Subordinated Notes and recorded at fair value in PG&E Corporation’s Consolidated Balance Sheets.  The dividend participation rights are valued based on the net present value of estimated future cash flows using internal estimates of future common stock dividends.  The fair value of the dividend participation rights is recorded as Current Liabilities – Other and Noncurrent Liabilities – Other in PG&E Corporation’s Consolidated Balance Sheets.  (See Note 4 of the Notes to the Consolidated Financial Statements for further discussion of these instruments.)

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Financial Instruments

PG&E Corporation and the Utility use the following methods and assumptions in estimating fair value for financial instruments:

  ·
The fair values of cash and cash equivalents, restricted cash and deposits, net accounts receivable, short-term borrowings, accounts payable, customer deposits, and the Utility’s variable rate pollution control bond loan agreements approximate their carrying values at December 31, 2009 and 2008.
   
  ·
The fair values of the Utility’s fixed rate senior notes and fixed rate pollution control bond loan agreements, PG&E Corporation’s Convertible Subordinated Notes, PG&E Corporation’s fixed rate senior notes, and the ERBs issued by PERF were based on quoted market prices at December 31, 2009 and 2008.

The carrying amount and fair value of PG&E Corporation’s and the Utility’s financial instruments were as follows (the table below excludes financial instruments with carrying values that approximate their fair values):

   
At December 31,
  
   
2009
    
2008
  
(in millions)
  
Carrying Amount
    
Fair Value
    
Carrying Amount
    
Fair Value
  
Debt (Note 4): 
                        
PG&E Corporation
   $ 597     $ 1,096     $ 280     $ 739  
Utility
     9,240       9,824       8,740       9,134  
Energy recovery bonds (Note 5)
     1,213       1,269       1,583       1,564  

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Level 3 Rollforward

The following table is a reconciliation of changes in fair value of PG&E Corporation’s instruments that have been classified as Level 3 in the fair value hierarchy for the years ended 2009 and 2008:

   
PG&E Corporation Only
    
PG&E Corporation and the Utility
        
(in millions)
  
Money Market
    
Dividend Participation Rights
    
Price Risk Management Instruments
    
Nuclear Decommission-ing Trusts Equity Securities (1)
    
Long-Term Disability Equity Securities
    
Long-Term Disability Corp. Debt Securities
    
Other
    
Total
  
Asset (Liability) Balance as of January 1, 2008
   $ -     $ (68 )   $ 115     $ 8     $ 61     $ 26     $ (4 )   $ 138  
Realized and unrealized gains (losses):
                                                                
     Included in earnings
     -       (3 )             -       (35 )     1       -       (37 )
     Included in regulatory assets and
     liabilities or balancing accounts
     -       -       (271 )     (3 )     -       -       2       (272 )
Purchases, issuances, and settlements
     (50 )     29       -       -       28       (3 )     -       4  
Transfers in to (out of) Level 3
     62       -       -       -       -       -       -       62  
Asset (Liability) Balance as of December 31, 2008
   $ 12     $ (42 )   $ (156 )   $ 5     $ 54     $ 24     $ (2 )   $ (105 )
Realized and unrealized gains (losses):
                                                                
     Included in earnings
     -       2               -       12       3       -       17  
     Included in regulatory assets and
     liabilities or balancing accounts
     -       -       (61 )     1       -       -       (1 )     (61 )
Purchases, issuances, and settlements
     (8 )     28       -       -       (43 )     86       -       63  
Transfers in to (out of) Level 3
     -       -       -       (6 )     (23 )     (113 )     -       (142 )
Asset (Liability) Balance as of December 31, 2009
   $ 4     $ (12 )   $ (217 )   $ -     $ -     $ -     $ (3 )   $ (228 )
                                                                 
(1) Excludes deferred taxes on appreciation of investment value.
                                          

Earnings for the period were impacted by a $17 million unrealized gain relating to assets or liabilities still held at December 31, 2009.

PG&E Corporation and the Utility did not have any nonrecurring financial measurements as of December 31, 2009.

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The Utility’s nuclear power facilities consist of two units at Diablo Canyon and the retired facility at Humboldt Bay.  Nuclear decommissioning requires the safe removal of nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the Nuclear Regulatory Commission (“NRC”) license and release of the property for unrestricted use.  The Utility makes contributions to trust funds (described below) to provide for the eventual decommissioning of each nuclear unit.  The CPUC conducts a NDCTP every three years to review the Utility’s updated nuclear decommissioning cost study and to determine the level of Utility trust contributions and related revenue requirements.

In April 2009, the Utility filed its 2009 NDCTP with new decommissioning cost estimates and other funding assumptions, such as projected cost escalation factors and projected earnings of the funds for 2010, 2011, and 2012.  Hearings were completed in October 2009 and a CPUC decision is expected in the second quarter of 2010.  The Utility filed a partial settlement in the 2009 NDCTP with The Utility Reform Network, Southern California Edison, and San Diego Gas & Electric on December 18, 2009.

In the Utility’s 2009 NDCTP, the CPUC assumed that the eventual decommissioning of Diablo Canyon Unit 1 would be scheduled to begin in 2024 and be completed in 2052; that decommissioning of Diablo Canyon Unit 2 would be scheduled to begin in 2025 and be completed in 2052; and that decommissioning of Humboldt Bay Unit 3 would be scheduled to begin in 2010 and be completed in 2020.  As presented in the Utility’s 2009 NDCTP, the estimated nuclear decommissioning cost for Diablo Canyon Units 1 and 2 and Humboldt Bay Unit 3 is approximately $2.26 billion in 2009 dollars (or approximately $4.56 billion in future dollars).  These estimates are based on the 2009 decommissioning cost studies, prepared in accordance with CPUC requirements.  The Utility's revenue requirements for nuclear decommissioning costs (i.e., the revenue requirements used by the Utility to make contributions to the decommissioning trust funds) are recovered from customers through a non-bypassable charge that the Utility expects will continue until those costs are fully recovered.  The decommissioning cost estimates are based on the plant location and cost characteristics for the Utility's nuclear power plants.  Actual decommissioning costs may vary from these estimates as a result of changes in assumptions such as decommissioning dates; regulatory requirements; technology; and costs of labor, materials, and equipment.

The estimated nuclear decommissioning cost described above is used for regulatory purposes.  However, for GAAP purposes, the Utility adjusts its nuclear decommissioning obligation to reflect the fair value of decommissioning its nuclear power facilities and records this as an ARO on its Consolidated Balance Sheets.  The total nuclear decommissioning obligation accrued in accordance with GAAP was $1.4 billion at December 31, 2009 and December 31, 2008.  Differences between amounts collected in rates for decommissioning the Utility’s nuclear power facilities and the decommissioning obligation recorded in accordance with GAAP are reflected as a regulatory liability.  (See Note 3 of the Notes to the Consolidated Financial Statements.)

Nuclear Decommissioning Trusts

Decommissioning costs recovered in rates are placed in nuclear decommissioning trusts.  The Utility has three decommissioning trusts for its two Diablo Canyon and Humboldt Bay nuclear facilities.  The Utility has elected that two of these trusts be treated under the Internal Revenue Code as qualified trusts.  If certain conditions are met, the Utility is allowed a deduction for the payments made to the qualified trusts.  The qualified trusts are subject to a lower tax rate on income and capital gains, thereby increasing the trusts’ after-tax returns.  Among other requirements, in order to maintain the qualified trust status, the IRS must approve the amount to be contributed to the qualified trusts for any taxable year.  The remaining non-qualified trust is exclusively for decommissioning the facility at Humboldt Bay.  The Utility cannot deduct amounts contributed to the non-qualified trust until such decommissioning costs are actually incurred.

The funds in the decommissioning trusts, along with accumulated earnings, will be used exclusively for decommissioning and dismantling the Utility’s nuclear facilities.  The trusts maintain substantially all of their investments in debt and equity securities.  The CPUC has authorized the qualified and non-qualified trusts to invest a maximum of 60% of its funds in publicly traded equity securities, of which up to 20% may be invested in publicly traded non-U.S. equity securities.  The allocation of the trust funds is monitored monthly.  To the extent that market movements cause the asset allocation to move outside these ranges, the investments are rebalanced toward the target allocation.

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Trust earnings are included in the nuclear decommissioning trust assets and the corresponding regulatory liability for asset retirement costs.  There is no impact on the Utility’s earnings.  Annual returns decrease in later years as higher portions of the trusts are dedicated to fixed income investments leading up to and during the entire course of the decommissioning activities.

During 2009, the trusts earned $63 million in interest and dividends.  All earnings on the assets held in the trusts, net of authorized disbursements from the trusts and investment management and administrative fees, are reinvested.  Amounts may not be released from the decommissioning trusts until authorized by the CPUC.  All of the Utility’s investment securities in the trust are classified as “available-for-sale.”  At December 31, 2009, the Utility had accumulated nuclear decommissioning trust funds with an estimated fair value of $1.9 billion, net of deferred taxes on unrealized gains.

In general, investment securities are exposed to various risks, such as interest rate, credit, and market volatility risks.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the market values of investment securities could occur in the near term, and such changes could materially affect the trusts’ fair value. (See Note 11 of the Notes to the Consolidated Financial Statements.)

At December 31, 2009, total unrealized losses on the investments held in the trusts were $8.0 million.  The Utility concluded that the unrealized losses were other-than-temporary impairments and recorded an $8.0 million reduction to the nuclear decommissioning trusts assets and the corresponding regulatory liability asset retirement costs.

The following table provides a summary of the fair value of the available-for-sale investments held in the Utility’s nuclear decommissioning trusts:

   
Amortized Cost
    
Total Unrealized Gains
    
Total Unrealized Losses
    
Estimated (1) Fair Value
  
(in millions)
                        
As of December 31, 2009
                        
Equity securities
   $ 526     $ 588     $ (2 )   $ 1,112  
U.S. government and agency issues
     656       52       (4 )     704  
Municipal bonds and other
     197       3       (2 )     198  
Total
   $ 1,379     $ 643     $ (8 )   $ 2,014  
As of December 31, 2008
                                
Equity securities
   $ 588     $ 340     $ (27 )   $ 901  
U.S. government and agency issues
     617       103       -       720  
Municipal bonds and other
     187       3       (12 )     178  
Total
   $ 1,392     $ 446     $ (39 )   $ 1,799  
                                 
(1) Excludes taxes on appreciation of investment value.
                          

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The U.S government agency obligations and state municipal bonds mature on the following schedule:

As of December 31, 2009
  
(in millions)
  
Less than 1 year
   $ 57  
1–5 years
     368  
5–10 years
     238  
More than 10 years
     238  
Total maturities of debt securities
   $ 901  

The following table provides a summary of the activity for the debt and equity securities:

   
Year Ended December 31,
  
   
2009
    
2008
    
2007
  
(in millions)
                  
Proceeds received from sales of securities
   $ 1,351     $ 1,635     $ 830  
Gross realized gains on sales of securities held as available-for-sale
     27       30       61  
Gross realized losses on sales of securities held as available-for-sale
     (55 )       (142 )      (42 )


Pension and Other Postretirement Benefits

PG&E Corporation and the Utility provide a non-contributory defined benefit pension plan for eligible employees and retirees, referred to collectively as “pension benefits.”  PG&E Corporation and the Utility also provide contributory postretirement medical plans for eligible employees and retirees and their eligible dependents, and non-contributory postretirement life insurance plans for eligible employees and retirees (referred to collectively as “other benefits”).  PG&E Corporation and the Utility have elected that certain of the trusts underlying these plans be treated under the Code as qualified trusts.  If certain conditions are met, PG&E Corporation and the Utility can deduct payments made to the qualified trusts, subject to certain Code limitations.  The following schedules aggregate all of PG&E Corporation’s and the Utility’s plans and are presented based on the sponsor of each plan.  PG&E Corporation and the Utility use a December 31 measurement date for all plans.

Regulatory adjustments are recorded in the Consolidated Statements of Income and Consolidated Balance Sheets to reflect the difference between pension expense or income for accounting purposes and pension expense or income for ratemaking, which is based on a funding approach.  A regulatory adjustment is also recorded for the amounts that would otherwise be charged to accumulated other comprehensive income for the pension benefits related to the Utility’s qualified benefit pension plan.

The Utility would record a regulatory liability for a portion of the credit balance in accumulated other comprehensive income, should the other benefits be in an overfunded position.  However, this recovery mechanism does not allow the Utility to record a regulatory asset for an underfunded position related to other benefits.  Therefore, the charge remains in accumulated other comprehensive income (loss) for other benefits.

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Benefit Obligations

The following tables reconcile changes in aggregate projected benefit obligations for pension benefits and changes in the benefit obligation of other benefits during 2009 and 2008:

Pension Benefits

   
PG&E Corporation
    
Utility
  
   
2009
    
2008
    
2009
    
2008
  
(in millions)
                        
Projected benefit obligation at January 1
   $ 9,767     $ 9,081     $ 9,717     $ 9,036  
Service cost for benefits earned
     227       236       223       234  
Interest cost
     624       581       621       578  
Actuarial (gain) loss
     494       258       490       255  
Plan amendments
     71       2       71       3  
Transitional costs
     3       -       3       -  
Benefits and expenses paid
     (420 )     (391 )     (417 )     (389 )
Projected benefit obligation at December 31
   $ 10,766     $ 9,767     $ 10,708     $ 9,717  
Accumulated benefit obligation
   $ 9,527     $ 8,601     $ 9,479     $ 8,559  

Other Benefits

   
PG&E Corporation
    
Utility
  
   
2009
    
2008
    
2009
    
2008
  
(in millions)
      
Benefit obligation at January 1
   $ 1,382     $ 1,311     $ 1,382     $ 1,311  
Service cost for benefits earned
     30       29       30       29  
Interest cost
     87       81       87       81  
Actuarial (gain) loss
     72       22       72       22  
Plan amendments
     -       -       -       -  
Transitional costs
     1               1          
Gross benefits paid
     (106 )     (101 )     (106 )     (101 )
Federal subsidy on benefits paid
     4       4       4       4  
Plan participant contributions
     41       36       41       36  
Benefit obligation at December 31
   $ 1,511     $ 1,382     $ 1,511     $ 1,382  
 
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Change in Plan Assets

The following tables reconcile aggregate changes in plan assets during 2009 and 2008:

Pension Benefits

 
PG&E Corporation
  
Utility
  
 
2009
  
2008
  
2009
  
2008
  
(in millions)
    
Fair value of plan assets at January 1
   $ 8,066     $ 9,540     $ 8,066     $ 9,540  
Actual return on plan assets
     1,523       (1,232 )     1,523       (1,232 )
Company contributions
     187       182       184       179  
Benefits and expenses paid
     (446 )     (424 )     (443 )     (421 )
Fair value of plan assets at December 31
   $ 9,330     $ 8,066     $ 9,330     $ 8,066  

Other Benefits

   
PG&E Corporation
    
Utility
  
   
2009
    
2008
    
2009
    
2008
  
(in millions)
      
Fair value of plan assets at January 1
   $ 990     $ 1,331     $ 990     $ 1,331  
Actual return on plan assets
     166       (316 )     166       (316 )
Company contributions
     87       48       87       48  
Plan participant contribution
     42       36       42       36  
Benefits and expenses paid
     (116 )     (109 )     (116 )     (109 )
Fair value of plan assets at December 31
   $ 1,169     $ 990     $ 1,169     $ 990  

Funded Status

The following schedule shows the plans' aggregate funded status on a plan sponsor basis.  The funded status is the difference between the fair value of plan assets and projected benefit obligations.

Pension Benefits

 
PG&E Corporation
  
Utility
  
 
December 31,
  
December 31,
  
 
2009
  
2008
  
2009
  
2008
  
(in millions)
    
Fair value of plan assets at December 31
   $ 9,330     $ 8,066     $ 9,330     $ 8,066  
Projected benefit obligation at December 31
     (10,766 )     (9,767 )     (10,708 )     (9,717 )
Prepaid/(accrued) benefit cost
   $ (1,436 )   $ (1,701 )   $ (1,378 )   $ (1,651 )
 Noncurrent asset
   $ -     $ -     $ -     $ -  
Current liability
     (5 )     (5 )     (3 )     (3 )
Noncurrent liability
     (1,431 )     (1,696 )     (1,375 )     (1,648 )
Prepaid/(accrued) benefit cost
   $ (1,436 )   $ (1,701 )   $ (1,378 )   $ (1,651 )

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Other Benefits

 
PG&E Corporation
  
Utility
  
 
December 31,
  
December 31,
  
 
2009
  
2008
  
2009
  
2008
  
(in millions)
    
Fair value of plan assets at December 31
   $ 1,169     $ 990     $ 1,169     $ 990  
Benefit obligation at December 31
     (1,511 )     (1,382 )     (1,511 )     (1,382 )
Prepaid/(accrued) benefit cost
   $ (342 )   $ (392 )   $ (342 )   $ (392 )
                                 
Noncurrent asset
   $ -     $ -     $ -     $ -  
Noncurrent liability
     (342 )     (392 )     (342 )     (392 )
Prepaid/(accrued) benefit cost
   $ (342 )   $ (392 )   $ (342 )   $ (392 )

Other Information

The aggregate projected benefit obligation, accumulated benefit obligation, and fair value of plan asset for plans in which the fair value of plan assets is less than the accumulated benefit obligation and the projected benefit obligation as of December 31, 2009 and 2008 were as follows:

   
Pension Benefits
    
Other Benefits
  
(in millions)
  
2009
    
2008
    
2009
    
2008
  
PG&E Corporation:
                        
Projected benefit obligation
   $ (10,766 )   $ (9,767 )   $ (1,511 )   $ (1,382 )
Accumulated benefit obligation
     (9,527 )     (8,601 )     -       -  
Fair value of plan assets
     9,330       8,066       1,169       990  
Utility:
                                
Projected benefit obligation
   $ (10,708 )   $ (9,717 )   $ (1,511 )   $ (1,382 )
Accumulated benefit obligation
     (9,479 )     (8,559 )     -       -  
Fair value of plan assets
     9,330       8,066       1,169       990  
 
Components of Net Periodic Benefit Cost

Net periodic benefit cost as reflected in PG&E Corporation’s Consolidated Statements of Income for 2009, 2008, and 2007 is as follows:

Pension Benefits

   
December 31,
  
   
2009
    
2008
    
2007
  
(in millions)
                  
Service cost for benefits earned
   $ 259     $ 236     $ 233  
Interest cost
     624       581       544  
Expected return on plan assets
     (579 )     (696 )     (711 )
Amortization of prior service cost
     53       47       49  
Amortization of unrecognized gain
     101       1       2  
Net periodic benefit cost
   $ 458     $ 169     $ 117  

94
Other Benefits

   
December 31,
  
   
2009
    
2008
    
2007
  
(in millions)
                  
Service cost for benefits earned
   $ 30     $ 29     $ 29  
Interest cost
     87       81       79  
Expected return on plan assets
     (68 )     (93 )     (96 )
Amortization of transition obligation
     26       26       26  
Amortization of prior service cost
     16       16       16  
Amortization of unrecognized gain
     3       (15 )     (10 )
Net periodic benefit cost
   $ 94     $ 44     $ 44  

There was no material difference between PG&E Corporation’s and the Utility’s consolidated net periodic benefit costs.

Components of Accumulated Other Comprehensive Income

PG&E Corporation and the Utility record the net periodic benefit cost for pension benefits and other benefits as a component of accumulated other comprehensive income (loss), net of tax.  Net periodic benefit cost is composed of unrecognized prior service costs, unrecognized gains and losses, and unrecognized net transition obligations as components of accumulated other comprehensive income, net of tax.

Pre-tax amounts recognized in accumulated other comprehensive income consist of:

   
PG&E Corporation
  
(in millions)
  
2009
    
2008
  
Pension Benefits:
            
Beginning unrecognized prior service cost
   $ (175 )   $ (222 )
Current year unrecognized prior service cost
     (71 )     (2 )
Amortization of unrecognized prior service cost
     53       49  
Unrecognized prior service cost
     (193 )     (175 )
Beginning unrecognized net gain (loss)
     (2,113 )     105  
Current year unrecognized net gain (loss)
     458       (2,219 )
Amortization of unrecognized net gain
     101       1  
Unrecognized net gain (loss)
     (1,554 )     (2,113 )
Less: transfer to regulatory account(1)
     1,725       2,259  
Total
   $ (22 )   $ (29 )
Other Benefits:
                
Beginning unrecognized prior service cost
   $ (99 )   $ (116 )
Current year unrecognized prior service cost
     -       -  
Amortization of unrecognized prior service cost
     16       17  
Unrecognized prior service cost
     (83 )     (99 )
Beginning unrecognized net gain (loss)
     (142 )     311  
Current year unrecognized net gain (loss)
     17       (438 )
Amortization of unrecognized net gain (loss)
     3       (15 )
Unrecognized net gain (loss)
     (122 )     (142 )
Beginning unrecognized net transition obligation
     (102 )     (128 )
Amortization of unrecognized net transition obligation
     26       26  
Unrecognized net transition obligation
     (76 )     (102 )
Total
   $ (281 )   $ (343 )
                 
(1) The Utility recorded $1,725 million and $2,259 million at December 31, 2009 and 2008, respectively, as a regulatory asset balance since the Utility meets the requirement for recovery from customers in future rates.
  
95
There were no material differences between other comprehensive income for PG&E Corporation and the Utility.

The estimated amounts that will be amortized into net periodic benefit cost in 2010 are as follows:

   
PG&E
Corporation
    
Utility
  
  (in millions)
      
Pension benefits:
            
Unrecognized prior service cost
   $ 53     $ 54  
Unrecognized net loss
     42       41  
Total
   $ 95     $ 95  
Other benefits:
                
Unrecognized prior service cost
   $ 16     $ 16  
Unrecognized net loss
     3       3  
Unrecognized net transition obligation
     26       26  
Total
   $ 45     $ 45  

Medicare Prescription Drug, Improvement and Modernization Act of 2003

The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 establishes a prescription drug benefit under Medicare (“Medicare Part D”) and a tax-exempt federal subsidy to sponsors of retiree health care benefit plans that provide a benefit that actuarially is at least equivalent to Medicare Part D.  PG&E Corporation and the Utility determined that benefits provided to certain participants actuarially will be at least equivalent to Medicare Part D.  Therefore, PG&E Corporation and the Utility are entitled to a tax-exempt subsidy that reduced the accumulated postretirement benefit obligation under the defined benefit medical plan at December 31, 2009 and reduced the net periodic cost for 2009 by the following amounts:

(in millions)
  
PG&E Corporation
Accumulated postretirement benefit obligation reduction
  
$
71 
Net periodic benefit cost reduction
    
7 

There was no material difference between PG&E Corporation’s and the Utility’s Medicare Part D subsidy.

Valuation Assumptions

The following actuarial assumptions were used in determining the projected benefit obligations and the net periodic cost.  Weighted average year-end assumptions were used in determining the plans’ projected benefit obligations, while prior year-end assumptions are used to compute net benefit cost.

96
   
Pension Benefits
  
Other Benefits
  
   
December 31,
  
December 31,
  
   
2009
  
2008
  
2007
  
2009
  
2008
  
2007
  
                           
Discount rate
    
5.97
%
6.31
%
6.31
%
5.66–6.09
%
5.85–6.33
%
5.52–6.42
%
Average rate of future compensation increases
    
5.00
%
5.00
%
5.00
%
-
  
-
  
-
  
Expected return on plan assets
    
6.80
%
7.30
%
7.40
%
5.80–6.90
%
7.00–7.30
%
7.00–7.50
%

The assumed health care cost trend rate for 2009 is 7.5%, decreasing gradually to an ultimate trend rate in 2014 and beyond of approximately 5%.  A one-percentage-point change in assumed health care cost trend rate would have the following effects:

(in millions)
  
One-Percentage-Point Increase
    
One-Percentage-Point Decrease
  
Effect on postretirement benefit obligation
   $ 79     $ (67 )
Effect on service and interest cost
     8       (6 )

Expected rates of return on plan assets were developed by determining projected stock and bond returns and then applying these returns to the target asset allocations of the employee benefit trusts, resulting in a weighted average rate of return on plan assets.  Fixed income returns were projected based on real maturity and credit spreads added to a long-term inflation rate.  Equity returns were estimated based on estimates of dividend yield and real earnings growth added to a long-term rate of inflation.  For the Utility pension plan, the assumed return of 6.8% compares to a ten-year actual return of 4.7%.  The rate used to discount pension and other post-retirement benefit plan liabilities was based on a yield curve developed from market data of over approximately 500 Aa-grade non-callable bonds at December 31, 2009.  This yield curve has discount rates that vary based on the duration of the obligations.  The estimated future cash flows for the pension and other benefit obligations were matched to the corresponding rates on the yield curve to derive a weighted average discount rate.

The difference between actual and expected return on plan assets is included in unrecognized gain (loss), and is considered in the determination of future net periodic benefit income (cost).  The actual return on plan assets was above the expected return in 2008 and 2007.  The actual return on plan assets for 2009 was lower than the expected return due to the significant decline in equity market values that occurred in 2009.

Investment Policies and Strategies

The financial position of PG&E Corporation’s and the Utility’s funded employee benefit plans is driven by the relationship between plan assets and liabilities.  As noted above, the funded status is the difference between the fair value of plan assets and projected benefit obligations.  Volatility in funded status occurs when asset values change differently from liability values and can result in fluctuations in costs for financial reporting as well as the amount of minimum contributions required under the Employee Retirement Income Security Act of 1974.  PG&E Corporation’s and the Utility’s investment policies and strategies are designed to increase the ratio of trust assets to plan liabilities at an acceptable level of funded status volatility.

Interest rate risk and equity risk are the key determinants of PG&E Corporation’s and the Utility’s funded status volatility.  In addition to affecting the trust’s fixed income portfolio market values, interest rate changes also influence liability valuations as discount rates move with current bond yields.  To manage this risk, PG&E Corporation’s and the Utility’s trusts hold significant allocations to fixed income investments that include U.S. government securities, corporate securities, and other fixed income securities.  Although they contribute to funded status volatility, equity investments are held to reduce long-term funding costs due to their higher expected return.  The equity investment allocation is implemented through diversified U.S., non-U.S., and global portfolios that include common stock and commingled funds across multiple industry sectors.  Absolute return investments include hedge fund portfolios that are managed to diversify the plan’s holdings in equity and fixed income investments by exhibiting returns with low correlation to the direction of these markets.  Over the last three years, target allocations to equity investments have generally declined in favor of longer-maturity fixed income investments as a means of dampening future funded status volatility.

97
PG&E Corporation and the Utility apply a risk management framework for managing the risks associated with employee benefit plan trust assets.  The guiding principles of this risk management framework are the clear articulation of roles and responsibilities, appropriate delegation of authority, and proper accountability and documentation.  Trust investment policies and investment manager guidelines include provisions to ensure prudent diversification, manage risk through appropriate use of physical direct asset holdings and derivative securities, and identify permitted and prohibited investments.

The target asset allocation percentages for major categories of trust assets for pension and other benefit plans at December 31, 2010, 2009, and 2008 are as follows:

   
Pension Benefits
    
Other Benefits
  
   
2010
    
2009
    
2008
    
2010
    
2009
    
2008
  
U.S. Equity
     26 %     32 %     31 %     26 %     37 %     35 %
Non-U.S. Equity
     14 %     18 %     17 %     13 %     18 %     16 %
Global Equity
     5 %     5 %     3 %     3 %     3 %     2 %
Absolute Return
     5 %     5 %     4 %     3 %     3 %     3 %
Fixed Income
     50 %     40 %     42 %     54 %     34 %     34 %
Cash Equivalents
     0 %     0 %     3 %     1 %     5 %     10 %
Total
     100 %     100 %     100 %     100 %     100 %     100 %

Equity securities include a small amount (less than 0.1% of total plan assets) of PG&E Corporation common stock.

The maturity of fixed income securities at December 31, 2009 ranged from less than one year to 88 years and the average duration of the bond portfolio was approximately 10.6 years.  The maturity of fixed income securities at December 31, 2008 ranged from zero to 59 years and the average duration of the bond portfolio was approximately 12.2 years.

Fair Value Measurements

The following table presents the fair value of plan assets for pension and other benefit plans by major asset category for the year ended December 31, 2009. (For a discussion of the levels and their inputs see Note 11 of the Notes to the Consolidated Financial Statements.)
 
Fair Value Measurements as of December 31, 2009
  
(in millions)
  
Level 1
    
Level 2
    
Level 3
    
Total
  
Pension Benefits:
                        
U.S. Equity
   $ 411     $ 2,065     $ -     $ 2,476  
Non-U.S. Equity
     316       1,018       -       1,334  
Global Equity
     162       317       -       479  
Absolute Return
     -       -       340       340  
Fixed Income:
                                
  U.S. Government
     585       262       -       847  
  Corporate
     25       2,455       531       3,011  
  Other
     (8 )     233       190       415  
Cash Equivalents
     378       31       -       409  
   Total
   $ 1,869     $ 6,381     $ 1,061     $ 9,311  
Other Benefits:
                                
U.S. Equity
   $ 88     $ 218     $ -     $ 306  
Non-U.S. Equity
     81       68       -       149  
Global Equity
     -       8       -       8  
Absolute Return
     -       -       32       32  
Fixed Income:
                                
  U.S. Government
     40       15       -       55  
  Corporate
     82       275       124       481  
  Other
     (1 )     13       17       29  
Cash Equivalents
     111       -       -       111  
   Total
   $ 401     $ 597     $ 173     $ 1,171  
Other Assets
                             17  
Total Plan Assets at Fair Value
                           $ 10,499  
 
  
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The U.S., Non-U.S., and combined Global Equity categories include equity investments in common stock and commingled funds comprised of equity across multiple industries and regions of the world.  Equity investments in common stock are actively traded on a public exchange and are therefore considered Level 1 assets.  These equity investments are generally valued based on unadjusted prices in active markets for identical securities.  Commingled funds are maintained by investment companies for large institutional investors and are not publicly traded.  Commingled funds are comprised primarily of underlying equity securities that are publicly traded on exchanges, and price quotes for the assets held by these funds are readily observable and available.  Therefore, these commingled funds are categorized as Level 2 assets.

The Absolute Return category includes portfolios of hedge funds that are valued based on a variety of proprietary and non-proprietary valuation methods, including unadjusted prices for publicly-traded securities in active markets.  Hedge funds are considered Level 3 assets.

The Fixed Income category includes U.S. government securities, corporate securities, and other fixed income securities.  U.S. government fixed income primarily consists of U.S. Treasury notes and U.S. governments bonds that are valued based on unadjusted prices in active markets for identical transactions and are considered Level 1 assets.  Corporate fixed income primarily includes investment grade bonds of U.S. issuers across multiple industries that are valued based on a compilation of primarily observable information or broker quotes in non-active markets.  These securities are classified as Level 2 assets.  Corporate fixed income also includes one commingled fund comprised of private corporate debt instruments.  The fund is valued using pricing models and valuation inputs that are unobservable and is considered a Level 3 asset.  Other fixed income primarily includes pass-through and asset-backed securities.  Pass-through securities are valued based on benchmark yields created using observable market inputs and are Level 2 assets.  Asset-backed securities are valued based on primarily broker quotes in non-active markets and are considered Level 3 assets.  Other fixed income also includes municipal bonds and futures.  Municipal bonds are valued based on a compilation of primarily observable information or broker quotes in non-active markets and are considered Level 2 assets.  Futures are valued based on unadjusted prices in active markets and are Level 1 assets.

Cash equivalents consist primarily of money markets and commingled funds of short term securities that are considered Level 1 assets and valued at the net asset value of $1 per unit.  The number of units held by the plan fluctuates based on the unadjusted price changes in active markets for the funds’ underlying assets.

The following table is a reconciliation of changes in the fair value of instruments for pension and other benefit plans that have been classified as Level 3 in the fair value hierarchy:

(in millions)
  
Absolute Return
    
Corporate Fixed Income
    
Other Fixed Income
    
Total
  
Pension Benefits:
                        
Balance as of December 31, 2008
   $ 263     $ 457     $ 291     $ 1,011  
Actual return on plan assets:
                                
Relating to assets still held at the reporting date
     15       82       14       111  
Relating to assets sold during the period
     4       4       12       20  
Purchases, sales, and settlements
     58       (11 )     (127 )     (80 )
Transfers into (out of) Level 3
     -       (1 )     -       (1 )
Balance as of December 31, 2009
   $ 340     $ 531     $ 190     $ 1,061  
Other Benefits:
                                
Balance as of December 31, 2008
   $ 25     $ 116     $ 25     $ 166  
Actual return on plan assets:
                                
Relating to assets still held at the reporting date
     2       15       1       18  
Relating to assets sold during the period
     -       1       1       2  
Purchases, sales, and settlements
     5       (8 )     (10 )     (13 )
Transfers into (out of) Level 3
     -       -       -       -  
Balance as of December 31, 2009
   $ 32     $ 124     $ 17     $ 173  
 
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Employer Contributions

PG&E Corporation and the Utility contributed $187 million to the pension benefit plans and $87 million to the other benefit plans in 2009.  These contributions are consistent with PG&E Corporation’s and the Utility’s funding policy, which is to contribute amounts that are tax-deductible and consistent with applicable regulatory decisions and federal minimum funding requirements.  None of these pension or other benefits were subject to a minimum funding requirement requiring a cash contribution in 2009.  The Utility’s pension benefits met all the funding requirements under the Employee Retirement Income Security Act of 1974, as amended.  PG&E Corporation and the Utility expect to make total contributions of approximately $176 and $245 million to the pension plan during 2010 and 2011 respectively.  Contributions to the other postretirement benefit plans for 2010 will be $58 million, although the contribution for 2011 will not be finalized until late 2010.

Benefits Payments

The estimated benefits expected to be paid in each of the next five fiscal years, and in aggregate for the five fiscal years thereafter, are as follows:

     
PG&E
Corporation
    
Utility
  
(in millions)
              
Pension
              
2010
      $ 485      $ 483  
2011
       517       514  
2012
       552       549  
2013
       587       584  
2014
       623       620  
    2015–2019   3,658       3,637  
Other benefits
                  
    2010      $ 109      $ 109  
    2011       112       112  
    2012       113       113  
    2013       117       117  
    2014       120       120  
    2015–2019       642       642  

Defined Contribution Benefit Plans

PG&E Corporation and its subsidiaries also sponsor defined contribution benefit plans.  These plans are qualified under applicable sections of the Code and provide for tax-deferred salary deductions, after-tax employee contributions, and employer contributions.  Employer contribution expense reflected in PG&E Corporation’s Consolidated Statements of Income was as follows:

(in millions)
  
PG&E
Corporation
    
Utility
  
Year ended December 31,
            
2009
   $ 52     $ 51  
2008
     53       52  
2007
     47       46  

100
Long-Term Incentive Plan

The 2006 LTIP permits the award of various forms of incentive awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance shares, deferred compensation awards, and other stock-based awards, to eligible employees of PG&E Corporation and its subsidiaries.  Non-employee directors of PG&E Corporation are also eligible to receive restricted stock and either stock options or restricted stock units under the formula grant provisions of the 2006 LTIP.  A maximum of 12 million shares of PG&E Corporation common stock (subject to adjustment for changes in capital structure, stock dividends, or other similar events) have been reserved for issuance under the 2006 LTIP, of which 9,703,937 shares were available for award at December 31, 2009.

Awards made under the PG&E Corporation Long-Term Incentive Program before December 31, 2005 and still outstanding continue to be governed by the terms and conditions of the PG&E Corporation Long-Term Incentive Program.

PG&E Corporation and the Utility use an estimated annual forfeiture rate of 2.5% for stock options and restricted stock and 3% for performance shares, based on historic forfeiture rates, for purposes of determining compensation expense for share-based incentive awards.  The following table provides a summary of total compensation expense for PG&E Corporation and the Utility for share-based incentive awards for the years ended December 31, 2009 and 2008:


   
Year ended December 31, 2009
  
   
PG&E Corporation
    
Utility
  
(in millions)
            
Stock Options
   $ -     $ -  
Restricted Stock
     9       8  
Restricted Stock Units
     11       7  
Performance Shares
     37       26  
Total Compensation Expense (pre-tax)
   $ 57     $ 41  
Total Compensation Expense (after-tax)
   $ 34     $ 24  

   
Year ended December 31, 2008
  
   
PG&E Corporation
    
Utility
  
(in millions)
            
Stock Options
   $ 2     $ 2  
Restricted Stock
     22       15  
Performance Shares
     33       20  
Total Compensation Expense (pre-tax)
   $ 57     $ 37  
Total Compensation Expense (after-tax)
   $ 34     $ 22  

101
Stock Options

Other than the grant of options to purchase 14,543 shares of PG&E Corporation common stock to non-employee directors of PG&E Corporation in accordance with the formula and nondiscretionary provisions of the 2006 LTIP, no other stock options were granted during 2009.  The exercise price of stock options granted under the 2006 LTIP and all other outstanding stock options is equal to the market price of PG&E Corporation’s common stock on the date of grant.  Stock options generally have a 10-year term and vest over four years of continuous service, subject to accelerated vesting in certain circumstances.

The fair value of each stock option on the date of grant is estimated using the Black-Scholes valuation method.  The weighted average grant date fair value of options granted using the Black-Scholes valuation method was $5.95, $4.46, and $7.81 per share in 2009, 2008, and 2007, respectively.  The significant assumptions used for shares granted in 2009, 2008, and 2007 were:

   
2009
    
2008
    
2007
  
Expected stock price volatility
     28.8 %     18.9 %     16.5 %
Expected annual dividend payment
   $ 1.68     $ 1.56     $ 1.44  
Risk-free interest rate
     2.30 %     2.77 %     4.73 %
Expected life
  
5.3 years
    
5.4 years
    
5.4 years
  

Expected volatilities are based on historical volatility of PG&E Corporation’s common stock.  The expected dividend payment is the dividend yield at the date of grant.  The risk-free interest rate for periods within the contractual term of the stock option is based on the U.S. Treasury rates in effect at the date of grant.  The expected life of stock options is derived from historical data that estimates stock option exercises and employee departure behavior.

The following table summarizes total intrinsic value (fair market value of PG&E Corporation’s stock less stock option strike price) of options exercised for PG&E Corporation and the Utility in 2009, 2008, and 2007:

   
PG&E Corporation
    
Utility
  
(in millions)
            
2009:
            
Intrinsic value of options exercised
   $ 18     $ 13  
2008:
                
Intrinsic value of options exercised
   $ 13     $ 9  
2007:
                
Intrinsic value of options exercised
   $ 59     $ 34  

The tax benefit from stock options exercised totaled $6 million, $4 million, and $20 million for the years ended December 31, 2009, 2008, and 2007 respectively, of which $5 million, $3 million, and $10 million was recorded by the Utility.

102
The following table summarizes stock option activity for PG&E Corporation and the Utility for 2009:

Options
  
Shares
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Term
    
Aggregate Intrinsic Value
  
Outstanding at January 1
     2,968,261     $ 23.45              
Granted(1)
     14,543     $ 35.53              
Exercised
     (1,005,063 )   $ 22.53              
Forfeited or expired
     (2,400 )   $ 29.76              
Outstanding at December 31
     1,975,341     $ 23.99       3.38     $ 40,812,560  
Expected to vest at December 31
     27,583     $ 38.24       8.18     $ 204,479  
Exercisable at December 31
     1,947,758     $ 23.79       3.31     $ 40,635,663  
                                 
                                 
(1) No stock options were awarded to employees in 2009; however, certain non-employee directors of PG&E Corporation were awarded stock options.
  

The following table summarizes stock option activity for the Utility for 2009:

Options
  
Shares
    
Weighted Average Exercise Price
    
Weighted Average Remaining Contractual Term
    
Aggregate Intrinsic Value
  
Outstanding at January 1(1)
     2,494,868     $ 22.99              
Granted
     -       -              
Exercised
     (711,652 )   $ 22.13              
Forfeited or expired
     (2,400 )   $ 29.76              
Outstanding at December 31(1)
     1,780,816     $ 23.62       3.29     $ 37,446,306  
Expected to vest at December 31
     -     $ -       -     $ -  
Exercisable at December 31
     1,780,816     $ 23.62       3.29     $ 37,446,306  
                                 
(1) Includes net employee transfers of 185,045 shares between PG&E Corporation and the Utility during 2009.
  

As of December 31, 2009, there was less than $1 million of total unrecognized compensation cost related to outstanding stock options.  That cost is expected to be recognized over a weighted average period of a year and a half for PG&E Corporation.

103
Restricted Stock

During 2009, PG&E Corporation awarded 11,394 shares of PG&E Corporation restricted common stock to eligible participants of PG&E Corporation and its subsidiaries, of which none were awarded to the Utility’s eligible participants.

Although the recipients of restricted stock possess voting rights, they may not sell or transfer their shares until the shares vest.  For restricted stock awarded in 2005, there were no performance criteria and the restrictions lapsed ratably over four years.  The terms of the restricted stock awarded in 2006, 2007, and 2008, provide that 60% of the shares will vest over a period of three years at the rate of 20% per year.  If PG&E Corporation’s annual total shareholder return (“TSR”) is in the top quartile of its comparator group, as measured for the three immediately preceding calendar years, the restrictions on the remaining 40% of the shares will lapse in the third year.  If PG&E Corporation’s TSR is not in the top quartile for such period, then the restrictions on the remaining 40% of the shares will lapse in the fifth year.  Compensation expense related to the portion of the restricted stock award that is subject to conditions based on TSR is recognized over the shorter of the requisite service period and three years.  Dividends declared on restricted stock are paid to recipients only when the restricted stock vests.

The tax benefit from restricted stock that vested during 2009, 2008, and 2007 totaled $1 million, $2 million, and $7 million respectively, of which $0.5 million, $1 million, and $5 million was recorded by the Utility.

The following table summarizes restricted stock activity for PG&E Corporation and the Utility for 2009:

   
Number of Shares of
Restricted Stock
    
Weighted Average Grant-Date Fair Value
  
             
Nonvested at January 1
     1,287,569     $ 40.18  
Granted
     11,394     $ 33.02  
Vested
     (616,647 )   $ 37.91  
Forfeited
     (11,764 )   $ 37.47  
Nonvested at December 31
     670,552     $ 37.91  

The following table summarizes restricted stock activity for the Utility for 2009:

   
Number of Shares of
Restricted Stock
    
Weighted Average Grant-Date Fair Value
  
             
Nonvested at January 1(1)
     944,798     $ 40.20  
Granted
     -       -  
Vested
     (460,137 )   $ 37.91  
Forfeited
     (10,640 )   $ 37.47  
Nonvested at December 31
     474,021     $ 47.27  
                 
(1) Includes net employee transfers of 87,868 shares between PG&E Corporation and the Utility during 2009.
  

104
As of December 31, 2009, there was $16 million of total unrecognized compensation cost relating to restricted stock, of which $14 million related to the Utility.  The cost is expected to be recognized over a weighted average period of 0.78 years by PG&E Corporation and 0.77 years by the Utility.

Restricted Stock Units

Beginning January 1, 2009, PG&E Corporation awarded restricted stock units (“RSU”) instead of restricted stock as permitted by the PG&E Corporation 2006 LTIP.  RSUs are hypothetical shares of stock that will generally vest in 20% increments on the first business day of March in 2010, 2011, and 2012, with the remaining 40% vesting on the first business day of March 2013.  Each vested RSU is settled for one share of PG&E Corporation common stock.  Additionally, upon settlement, RSU recipients receive payment for the amount of dividend equivalents associated with the vested RSUs that have accrued since the date of grant.

Performance Shares

During 2009, PG&E Corporation awarded 3,096,277 performance shares to eligible participants of PG&E Corporation and its subsidiaries, of which 2,335,637 shares were awarded to the Utility’s eligible participants.  Performance shares are hypothetical shares of PG&E Corporation common stock that vest at the end of a three-year performance period and are settled in cash.  Upon vesting, the amount of cash that recipients are entitled to receive, if any, is determined by multiplying the number of vested performance shares by the average closing price of PG&E Corporation common stock for the last 30 calendar days of the last year in the three-year performance period.  This result is then adjusted by a payout percentage ranging from 0% to 200% as measured by PG&E Corporation’s TSR relative to its comparator group for the applicable three-year performance period.  During 2009, PG&E Corporation paid $20.5 million to performance share recipients, of which $14.6 million related to Utility employees.

As of December 31, 2009, $63 million was accrued as the performance share liability for PG&E Corporation, of which $42 million related to Utility employees.  The number of performance shares that were outstanding at December 31, 2009 was 1,547,113, of which 1,139,970 was related to Utility employees.  Outstanding performance shares are classified as a liability on the Consolidated Balance Sheets of PG&E Corporation and the Utility because the performance shares can only be settled in cash.  The liability related to the performance shares is marked to market at the end of each reporting period to reflect the market price of PG&E Corporation common stock and the payout percentage at the end of the reporting period.  Accordingly, compensation expense recognized for performance shares will fluctuate with PG&E Corporation’s common stock price and its TSR relative to its comparator group.


As part of the Utility’s plan of reorganization under Chapter 11, which became effective on April 12, 2004, the Utility established an escrow account for the resolution of certain disputed claims.  These claims were filed by various electricity suppliers seeking payment for energy supplied to the Utility’s customers through the wholesale electricity markets operated by the CAISO and the California Power Exchange (“PX”) between May 2000 and June 2001.  These claims are being addressed in various FERC and judicial proceedings in which the State of California, the Utility, and other electricity purchasers are seeking refunds from electricity suppliers, including municipal and governmental entities, for overcharges incurred in the CAISO and the PX wholesale electricity markets between May 2000 and June 2001.  At December 31, 2009 and December 31, 2008, the Utility held $515 million and $1,212 million, respectively, in escrow, including interest earned, for payment of the remaining net disputed claims.  These amounts are included within Restricted cash on the Consolidated Balance Sheets.

While the FERC and judicial proceedings have been pending, the Utility entered into a number of settlements with various electricity suppliers to resolve some of these disputed claims and to resolve the Utility’s refund claims against these electricity suppliers.  These settlement agreements provide that the amounts payable by the parties are, in some instances, subject to adjustment based on the outcome of the various refund offset and interest issues being considered by the FERC.  The proceeds from these settlements, after deductions for contingencies based on the outcome of the various refund offset and interest issues being considered by the FERC, will continue to be refunded to customers in rates.  Additional settlement discussions with other electricity suppliers are ongoing.  Any net refunds, claim offsets, or other credits that the Utility receives from energy suppliers through resolution of the remaining disputed claims, either through settlement or the conclusion of the various FERC and judicial proceedings, will also be credited to customers.

105
On August 26, 2009, the Utility paid $700 million to the PX from the Utility’s escrow account to reduce the Utility’s liability for the remaining net disputed claims.  The following table presents the changes in the remaining disputed claims liability and interest accrued from December 31, 2008:

(in millions)
      
Balance at December 31, 2008
   $ 1,750  
Interest accrued
     53  
Less: Supplier Settlements
     (157 ) 
Less: August 26, 2009 Payment
     (700 ) 
Balance at December 31, 2009
   $ 946  

At December 31, 2009, the Utility’s net disputed claims liability was $946 million, consisting of $773 million of remaining disputed claims (classified on the Consolidated Balance Sheets within Accounts payable – Disputed claims and customer refunds) and interest accrued at the FERC-ordered rate of $667 million (classified on the Consolidated Balance Sheets within Interest payable) offset by accounts receivable from the CAISO and the PX of $494 million (classified on the Consolidated Balance Sheets within Accounts receivable – Customers).

Interest accrues on the liability for disputed claims at the FERC-ordered rate, which is higher than the rate earned by the Utility on the escrow balance.  Although the Utility has been collecting the difference between the accrued interest and the earned interest from customers, this amount is not held in escrow.  If the amount of interest accrued at the FERC-ordered rate is greater than the amount of interest ultimately determined to be owed with respect to disputed claims, the Utility would refund to customers any excess net interest collected from customers.  The amount of any interest that the Utility may be required to pay will depend on the final amounts to be paid by the Utility with respect to the disputed claims.

PG&E Corporation and the Utility are unable to predict when the FERC or judicial proceedings that are still pending will be resolved, and the amount of any potential refunds that the Utility may receive or the amount of disputed claims, including interest, that the Utility will be required to pay.


The Utility and other subsidiaries provide and receive various services to and from their parent, PG&E Corporation, and among themselves.  The Utility and PG&E Corporation exchange administrative and professional services in support of operations.  Services provided directly to PG&E Corporation by the Utility are priced at the higher of fully loaded cost (i.e., direct cost of good or service and allocation of overhead costs) or fair market value, depending on the nature of the services.  Services provided directly to the Utility by PG&E Corporation are generally priced at the lower of fully loaded cost or fair market value, depending on the nature and value of the services.  PG&E Corporation also allocates various corporate administrative and general costs to the Utility and other subsidiaries using agreed-upon allocation factors, including the number of employees, operating and maintenance expenses, total assets, and other cost allocation methodologies.  Management believes that the methods used to allocate expenses are reasonable and meet the reporting and accounting requirements of its regulatory agencies.

106
The Utility’s significant related party transactions were as follows:
 
Year Ended December 31,
  
 
2009
  
2008
  
2007
  
(in millions)
            
Utility revenues from:
            
Administrative services provided to PG&E Corporation
   $ 5     $ 4     $ 4  
Interest from PG&E Corporation on employee benefit assets
     -       -       1  
Utility expenses from:
                        
Administrative services received from PG&E Corporation
   $ 62     $ 122     $ 107  
Utility employee benefit due to PG&E Corporation
     3       2       4  

At December 31, 2009 and December 31, 2008, the Utility had a receivable of $26 million and $29 million, respectively, from PG&E Corporation included in Accounts receivable – Related parties and Other Noncurrent Assets – Related parties receivable on the Utility’s Consolidated Balance Sheets, and a payable of $16 million and $25 million, respectively, to PG&E Corporation included in Accounts payable – Related parties on the Utility’s Consolidated Balance Sheets.


PG&E Corporation and the Utility have substantial financial commitments in connection with agreements entered into to support the Utility’s operating activities.  PG&E Corporation and the Utility also have significant contingencies arising from their operations, including contingencies related to guarantees, regulatory proceedings, nuclear operations, environmental compliance and remediation, tax matters, and legal matters.

Commitments

Utility

Third-Party Power Purchase Agreements

As part of the ordinary course of business, the Utility enters into various agreements to purchase power and electric capacity.  The price of purchased power may be fixed or variable.  Variable pricing is generally based on the current market price of either gas or electricity at the date of purchase.

Qualifying Facility Power Purchase Agreements – Under the Public Utility Regulatory Policies Act of 1978 (“PURPA”), electric utilities are required to purchase energy and capacity from independent power producers that are qualifying co-generation facilities and qualifying small power production facilities (“QFs”).  To implement the purchase requirements of PURPA, the CPUC required California investor-owned electric utilities to enter into long-term power purchase agreements with QFs and approved the applicable terms and conditions, prices, and eligibility requirements.  These agreements require the Utility to pay for energy and capacity.  Energy payments are based on the QF’s actual electrical output and CPUC-approved energy prices, while capacity payments are based on the QF’s total available capacity and contractual capacity commitment.  Capacity payments may be adjusted if the QF exceeds or fails to meet performance requirements specified in the applicable power purchase agreement.

107
The Energy Policy Act of 2005 significantly amended the purchase requirements of PURPA.  As amended, Section 210(m) of PURPA authorizes the FERC to waive the obligation of an electric utility under Section 210 of PURPA to purchase the electricity offered to it by a QF (under a new contract or obligation) if the FERC finds the QF has nondiscriminatory access to one of three defined categories of competitive wholesale electricity markets.  The statute permits such waivers as to a particular QF or on a “service territory-wide basis.”  

As of December 31, 2009, the Utility had agreements with approximately 240 QFs for approximately 3,900 MW that are in operation.  Agreements for approximately 3,600 MW expire at various dates between 2010 and 2028.  QF power purchase agreements for approximately 300 MW have no specific expiration dates and will terminate only when the owner of the QF exercises its termination option.  The Utility also has power purchase agreements with approximately 75 inoperative QFs.  The total of approximately 3,900 MW consists of approximately 2,500 MW from cogeneration projects and approximately 1,400 MW from renewable sources.  QF power purchase agreements accounted for 17%, 18%, and 20% of the Utility’s 2009, 2008, and 2007 electricity sources, respectively.  No single QF accounted for more than 5% of the Utility’s 2009, 2008, or 2007 electricity sources.

Irrigation Districts and Water Agencies – The Utility has contracts with various irrigation districts and water agencies to purchase hydroelectric power.  Under these contracts, the Utility must make specified semi-annual minimum payments based on the irrigation districts’ and water agencies’ debt service requirements, whether or not any hydroelectric power is supplied, and variable payments for operation and maintenance costs incurred by the suppliers.  These contracts expire on various dates from 2010 to 2031.  The Utility’s irrigation district and water agency contracts accounted for 3%, 2%, and 3%, of the Utility’s electricity sources in 2009, 2008, and 2007, respectively.  Irrigation districts and water agencies consist of small and large hydro plants.  Purchases of electricity from small hydro plants are counted towards the Utility’s renewable portfolio standard (“RPS”) goal.

Renewable Energy Contracts – California law requires retail sellers of electricity, such as the Utility, to comply with an RPS by increasing their purchases of renewable energy (such as biomass, small hydroelectric, wind, solar, and geothermal energy), so that the amount of electricity delivered from eligible renewable resources equals at least 20% of their total retail sales by the end of 2010.  If a retail seller is unable to meet its target for a particular year, the current CPUC “flexible compliance” rules allow the deficit to be carried forward for up to three years so that future deliveries of renewable power can be used to make up the deficit.  The Utility has entered into various contracts to purchase renewable energy to help the Utility meet the current RPS requirement.  In general, renewable contract payments consist primarily of per megawatt hour (“MWh”) payments and either a small or no fixed capacity payment, as opposed to contracts with non-renewable sources, which generally include both a per MWh payment and a fixed capacity payment.  As shown in the table below, the Utility’s commitments for energy payments under these renewable energy agreements are expected to grow significantly, assuming that the facilities are timely developed.  Renewable energy provided under these agreements contracts accounted for 7%, 5%, and 3% of the Utility’s 2009, 2008, and 2007 electricity sources, respectively.  No single supplier accounted for more than 5% of the Utility’s 2009, 2008, or 2007 electricity sources.

Other Purchase Agreements – In accordance with the Utility’s CPUC-approved long-term procurement plans, the Utility has entered into several power purchase agreements with third parties.  The Utility’s obligations under a portion of these agreements are contingent on the third party’s development of a new generation facility to provide the power to be purchased by the Utility under the agreements.

Annual Receipts and Payments – The payments made under QFs, irrigation district and water agency, renewable energy, and other power purchase agreements during 2009, 2008, and 2007 were as follows:

(in millions)
  
2009
    
2008
    
2007
  
Qualifying facility energy payments
   $ 532     $ 969     $ 812  
Qualifying facility capacity payments
     334       343       363  
Irrigation district and water agency payments
     58       69       72  
Renewable energy and capacity payments
     706       714       604  
Other power purchase agreement payments
     643       2,036       1,166  

The amounts above do not include payments related to DWR purchases for the benefit of the Utility’s customers, as the Utility only acts as an agent for the DWR.

108
At December 31, 2009, the undiscounted future expected power purchase agreement payments were as follows:
 
   
Qualifying Facility
    
Irrigation District & Water Agency
    
Renewable
(Other than QF)
    
Other
        
(in millions)
  
Energy
    
Capacity
    
Operations & Maintenance
    
Debt Service
    
Energy
    
Capacity
    
Energy
    
Capacity
    
Total Payments
  
2010
   $ 931     $ 395     $ 23     $ 51     $ 618     $ 8     $ 5     $ 252     $ 2,283  
2011
     845       365       21       55       855       8       6       289       2,444  
2012
     723       332       21       35       972       9       6       405       2,503  
2013
     701       322       15       27       913       9       6       431       2,424  
2014
     677       306       12       13       1,082       5       2       227       2,324  
Thereafter
     4,038       1,528       25       37       30,246       -       -       1,605       37,479  
Total
   $ 7,915     $ 3,248     $ 117       218     $ 34,686     $ 39     $ 25     $ 3,209     $ 49,457  

Some of the power purchase agreements that the Utility entered into with independent power producers that are QFs are treated as capital leases.  The following table shows the future fixed capacity payments due under the QF contracts that are treated as capital leases.  (These amounts are also included in the table above.)  The fixed capacity payments are discounted to their present value in the table below using the Utility’s incremental borrowing rate at the inception of the leases.  The amount of this discount is shown in the table below as the amount representing interest.

(in millions)
      
20 2010
   $ 50  
20 2011
     50  
20 2012
     50  
20 2013
     50  
20 2014
     42  
T  Thereafter
     162  
     Total fixed capacity payments
     404  
     Less: amount representing interest
     90  
     Present value of fixed capacity payments
   $ 314  

Minimum lease payments associated with the lease obligation are included in Cost of electricity on PG&E Corporation’s and the Utility’s Consolidated Statements of Income.  The timing of the Utility’s recognition of the lease expense conforms to the ratemaking treatment for the Utility’s recovery of the cost of electricity.  The QF contracts that are treated as capital leases expire between April 2014 and September 2021.

At December 31, 2009 and December 31, 2008, PG&E Corporation and the Utility had, respectively, $32 million and $30 million included in Current Liabilities – Other and $282 million and $314 million included in Noncurrent Liabilities – Other, representing the present value of the fixed capacity payments due under these contracts recorded on PG&E Corporation’s and the Utility’s Consolidated Balance Sheets.  The corresponding assets at December 31, 2009 and December 31, 2008 of $314 million and $344 million, including amortization of $94 million and $64 million, respectively, are included in Property, Plant, and Equipment on PG&E Corporation’s and the Utility’s Consolidated Balance Sheets.

109
Natural Gas Supply, Transportation, and Storage Commitments

The Utility purchases natural gas directly from producers and marketers in both Canada and the United States to serve its core customers.  The contract lengths and natural gas sources of the Utility’s portfolio of natural gas procurement contracts can fluctuate based on market conditions.  The Utility also contracts for natural gas transportation to transport natural gas from the points at which the Utility takes delivery (typically in Canada and the southwestern United States) to the points at which the Utility’s natural gas transportation system begins.  In addition, the Utility has contracted for gas storage services in order to better meet winter peak customer loads.  At December 31, 2009, the Utility’s undiscounted obligations for natural gas purchases, gas transportation services, and gas storage were as follows:

(in millions)
      
2010
  
$
660 
  
2011
    
150 
  
2012
    
62 
  
2013
    
49 
  
2014
    
44 
  
Thereafter
    
115 
  
Total
  
$
1,080 
  

Payments for natural gas purchases, gas transportation services, and gas storage amounted to $1.4 billion in 2009, $2.7 billion in 2008, and $2.2 billion in 2007.

Nuclear Fuel Agreements

The Utility has entered into several purchase agreements for nuclear fuel.  These agreements have terms ranging from 1 to 16 years and are intended to ensure long-term fuel supply.  The contracts for uranium and for conversion and enrichment services provide for 100% coverage of reactor requirements through 2014, while contracts for fuel fabrication services provide for 100% coverage of reactor requirements through 2011.  The Utility relies on a number of international producers of nuclear fuel in order to diversify its sources and provide security of supply.  Pricing terms are also diversified, ranging from market-based prices to base prices that are escalated using published indices.  New agreements are primarily based on forward market pricing and will begin to impact nuclear fuel costs starting in 2010.

At December 31, 2009, the undiscounted obligations under nuclear fuel agreements were as follows:

(in millions)
      
2010
  
$
134
  
2011
    
100
  
2012
    
78
  
2013
    
118
  
2014
    
131
  
Thereafter
    
1,096
  
Total
  
$
1,657
  

Payments for nuclear fuel amounted to $141 million in 2009, $157 million in 2008, and $102 million in 2007.

110
Other Commitments and Operating Leases

The Utility has other commitments relating to operating leases and SmartMeterTM deployment contracts.  At December 31, 2009, the future minimum payments related to other commitments were as follows:

(in millions)
      
2010
  
$
40 
  
2011
    
20 
  
2012
    
19 
  
2013
    
18 
  
2014
    
14 
  
Thereafter
    
26 
  
Total
  
$
137 
  

Payments for other commitments and operating leases amounted to $22 million in 2009, $41 million in 2008, and $38 million in 2007.  PG&E had operating leases on office facilities expiring at various dates from 2010 to 2018. Certain leases on office facilities contain escalation clauses requiring annual increases in rent ranging from 1% to 11%.  The rentals payable under these leases may increase by a fixed amount each year, a percentage of a base year, or the consumer price index.  Most leases contain extension options ranging between one and five years.

Underground Electric Facilities

At December 31, 2009, the Utility was committed to spending approximately $237 million for the conversion of existing overhead electric facilities to underground electric facilities.  These funds are conditionally committed depending on the timing of the work, including the schedules of the respective cities, counties, and telephone utilities involved.  The Utility expects to spend approximately $40 million to $80 million each year in connection with these projects.  Consistent with past practice, the Utility expects that these capital expenditures will be included in rate base as each individual project is completed and recoverable in rates charged to customers.

Contingencies

PG&E Corporation

PG&E Corporation retains a guarantee related to certain obligations of its former subsidiary, NEGT, that were issued to the purchaser of an NEGT subsidiary company in 2000.  PG&E Corporation’s primary remaining exposure relates to any potential environmental obligations that were known to NEGT at the time of the sale but not disclosed to the purchaser, and is limited to $150 million.  PG&E Corporation has not received any claims nor does it consider it probable that any claims will be made under the guarantee.  PG&E Corporation believes that its potential exposure under this guarantee would not have a material impact on its financial condition or results of operations.

Utility

Energy Efficiency Programs and Incentive Ratemaking

The CPUC has established a ratemaking mechanism to provide incentives to the California investor-owned utilities to meet the CPUC’s energy savings goals through implementation of the utilities’ energy efficiency programs.  In accordance with this mechanism, the CPUC has awarded the Utility incentive revenues totaling $75 million through December 31, 2009 based on the energy savings achieved through implementation of the Utility’s energy efficiency programs during the 2006 through 2008 program cycle.
Consistent with the incentive award process previously adopted by the CPUC, the CPUC held back an additional $40.3 million of incentive revenues, subject to the true-up process to be completed in 2010.  The Utility has not recognized any portion of the $40.3 million held back in revenues.  The CPUC adopted a schedule for the final true-up process that calls for a final decision by the end of 2010.  PG&E Corporation and the Utility are unable to predict the amount, if any, of the $40.3 million holdback that the Utility may receive after the true-up process is completed.

111
Spent Nuclear Fuel Storage Proceedings

As part of the Nuclear Waste Policy Act of 1982, Congress authorized the U.S. Department of Energy (“DOE”) and electric utilities with commercial nuclear power plants to enter into contracts under which the DOE would be required to dispose of the utilities’ spent nuclear fuel and high-level radioactive waste no later than January 31, 1998, in exchange for fees paid by the utilities.  In 1983, the DOE entered into a contract with the Utility to dispose of nuclear waste from the Utility’s two nuclear generating units at Diablo Canyon and its retired nuclear facility at Humboldt Bay.

Because the DOE failed to develop a permanent storage site, the Utility obtained a permit from the NRC to build an on-site dry cask storage facility to store spent fuel through at least 2024.  The construction of the dry cask storage facility is complete.  During 2009 the Utility moved all the spent nuclear fuel that was scheduled to be moved into dry cask storage.  An appeal of the NRC’s issuance of the permit is still pending in the U.S. Court of Appeals for the Ninth Circuit.  The appellants claim that the NRC failed to adequately consider environmental impacts of a potential terrorist attack at Diablo Canyon.  It is uncertain when the appeal will be addressed by the Ninth Circuit.

As a result of the DOE’s failure to build a repository for nuclear waste, the Utility and other nuclear power plant owners sued the DOE to recover costs that they incurred to build on-site spent nuclear fuel storage facilities.  The Utility seeks to recover $92 million of costs that it incurred through 2004.  After several years of litigation, in 2008 the U.S. Court of Appeals for the Federal Circuit (“Federal Circuit”) issued an order clarifying the method to calculate damages to be awarded to the utilities for breach of their contracts by the DOE.  Although the DOE has conceded that the Utility is entitled to recover approximately $82 million based on this method, the DOE continues to challenge the method in related litigation.  In October 2009, a trial was held in the U.S. Federal Court of Claims to determine the amounts owed to the Utility based on the methodology approved by the Federal Circuit.  The parties are waiting for the court to issue its decision.  The Utility also will seek to recover costs incurred after 2004 to build on-site storage facilities. 

PG&E Corporation and the Utility are unable to predict the amount and timing of any recoveries that the Utility will receive from the DOE.  Amounts recovered from the DOE will be credited to customers.

Nuclear Insurance

The Utility has several types of nuclear insurance for the two nuclear operating units at Diablo Canyon and for its retired nuclear generation facility at Humboldt Bay Unit 3.  The Utility has insurance coverage for property damages and business interruption losses as a member of Nuclear Electric Insurance Limited (“NEIL”).  NEIL is a mutual insurer owned by utilities with nuclear facilities.  NEIL provides property damage and business interruption coverage of up to $3.24 billion per incident for Diablo Canyon.  In addition, NEIL provides $131 million of property damage insurance for Humboldt Bay Unit 3.  Under this insurance, if any nuclear generating facility insured by NEIL suffers a catastrophic loss causing a prolonged outage, the Utility may be required to pay an additional premium of up to $39.7 million per one-year policy term.

NEIL also provides coverage for damages caused by acts of terrorism at nuclear power plants.  Under the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”), acts of terrorism may be “certified” by the Secretary of the Treasury.  For a certified act of terrorism, NEIL can obtain compensation from the federal government and will provide up to the full policy limits to the Utility for an insured loss.  If one or more non-certified acts of terrorism cause property damage covered under any of the nuclear insurance policies issued by NEIL to any NEIL member, the maximum recovery under all those nuclear insurance policies may not exceed $3.24 billion within a 12-month period plus the additional amounts recovered by NEIL for these losses from reinsurance.  (TRIPRA extends the Terrorism Risk Insurance Act of 2002 through December 31, 2014.)

Under the Price-Anderson Act, public liability claims from a nuclear incident are limited to $12.5 billion.  As required by the Price-Anderson Act, the Utility purchased the maximum available public liability insurance of $300 million for Diablo Canyon.  The balance of the $12.5 billion of liability protection is covered by a loss-sharing program among utilities owning nuclear reactors.  Under the Price-Anderson Act, owner participation in this loss-sharing program is required for all owners of nuclear reactors that are licensed to operate, designed for the production of electrical energy, and have a rated capacity of 100 MW or higher.  If a nuclear incident results in costs in excess of $300 million, then the Utility may be responsible for up to $117.5 million per reactor, with payments in each year limited to a maximum of $17.5 million per incident until the Utility has fully paid its share of the liability.  Since Diablo Canyon has two nuclear reactors, each with a rated capacity of over 100 MW, the Utility may be assessed up to $235 million per incident, with payments in each year limited to a maximum of $35 million per incident.  Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years.  The next scheduled adjustment is due on or before October 29, 2013.

In addition, the Utility has $53.3 million of liability insurance for Humboldt Bay Unit 3 and has a $500 million indemnification from the NRC for public liability arising from nuclear incidents, covering liabilities in excess of the $53.3 million of liability insurance.

112
Environmental Matters

The Utility may be required to pay for environmental remediation at sites where it has been, or may be, a potentially responsible party under environmental laws.  Under federal and California laws, the Utility may be responsible for remediation of hazardous substances at various sites including, but not limited to, former manufactured gas plant (“MGP”) sites, power plant sites, and sites used by the Utility for the storage, recycling, or disposal of potentially hazardous materials, even if the Utility did not deposit those substances on the site.

Given the complexities of the legal and regulatory environment and the inherent uncertainties involved in the early stages of a remediation project, the process for estimating remediation liabilities is subjective and requires significant judgment.  The Utility records an environmental remediation liability when site assessments indicate that remediation is probable and it can reasonably estimate the loss within a range of possible amounts.

The Utility records an environmental remediation liability based on the lower end of the range of estimated costs, unless a more objective estimate can be achieved.  Amounts recorded are not discounted to their present value.

The Utility had an undiscounted and gross environmental remediation liability of $586 million at December 31, 2009 and $568 million at December 31, 2008.  The following table presents the changes in the environmental remediation liability from December 31, 2008:

(in millions)
      
Balance at December 31, 2008
   $ 568  
Additional remediation costs accrued:
        
Transfer to regulatory account for  recovery
     84  
Amounts not recoverable from customers
     20  
Less: Payments
     (86 )
Balance at December 31, 2009
   $ 586  

The $586 million accrued at December 31, 2009 consists of the following:

·
$46 million for remediation at the Utility’s natural gas compressor site located near Hinkley, California;
   
·
$158 million for remediation at the Utility’s natural gas compressor site located in Topock, Arizona, near the California border;
   
·
$86 million related to remediation at divested generation facilities;
   
·
$113 million related to remediation costs for the Utility’s generation and other facilities and for third-party disposal sites;
 
 
·
$125 million related to investigation and/or remediation costs at former MGP sites owned by the Utility or third parties (including those sites that are the subject of remediation orders by environmental agencies or claims by the current owners of the former MGP sites); and
   
·
$58 million related to remediation costs for fossil decommissioning sites.

113
The Utility recently contacted the owners of property located on three former MGP sites in urban, residential areas of San Francisco to offer to test the soil for residues, and depending on the results of such tests, to take appropriate remedial action.  Until the Utility’s investigation is complete, the extent of the Utility’s obligation to remediate is established, and remedial actions are determined, the Utility is unable to determine the amounts it may spend in the future to remediate these sites. As a result, no amounts have been accrued for these sites (other than investigative costs).

The Utility expects to recover $291 million of the $586 million environmental remediation liability, in accordance with a CPUC-approved ratemaking mechanism under which the Utility is authorized to recover 90% of hazardous waste remediation costs without a reasonableness review. (Environmental remediation associated with the Hinkley natural gas compressor site is not recoverable under this mechanism.)  In addition, the CPUC and the FERC have authorized the Utility to recover in rates approximately $130 million relating to remediation costs at fossil decommissioning sites and certain of the Utility’s transmission stations.  The Utility also recovers its costs from insurance carriers and from other third parties whenever possible.  Any amounts collected in excess of the Utility’s ultimate obligations may be subject to refund to customers.

Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, estimated costs may vary significantly from actual costs, and the amount of additional future costs may be material to results of operations in the period in which they are recognized.  The Utility’s undiscounted future costs could increase to as much as $1 billion if the other potentially responsible parties are not financially able to contribute to these costs or if the extent of contamination or necessary remediation is greater than anticipated, and could increase further if the Utility chooses to remediate beyond regulatory requirements.  In addition, it is reasonably possible that the Utility will incur losses related to certain MGP sites located in San Francisco but the Utility is unable to reasonably estimate the amount of such loss.

Legal Matters

PG&E Corporation and the Utility are subject to various laws and regulations and, in the normal course of business, PG&E Corporation and the Utility are named as parties in a number of claims and lawsuits.

PG&E Corporation and the Utility make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.  These accruals, and the estimates of any additional reasonably possible losses, are reviewed quarterly and are adjusted to reflect the impacts of negotiations, discovery, settlements and payments, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.  In assessing such contingencies, PG&E Corporation’s and the Utility’s policy is to exclude anticipated legal costs.

The accrued liability for legal matters is included in PG&E Corporation’s and the Utility’s Current Liabilities – Other in the Consolidated Balance Sheets, and totaled $57 million at December 31, 2009 and $72 million at December 31, 2008.  After consideration of these accruals, PG&E Corporation and the Utility do not expect that losses associated with legal matters will have a material adverse impact on their financial condition and results of operations.

 
114
 


 
Quarter ended
  
 
December 31
  
September 30
  
June 30
  
March 31
  
(in millions, except per share amounts)
                
2009
                        
PG&E CORPORATION
                        
Operating revenues
   $ 3,539     $ 3,235     $ 3,194     $ 3,431  
Operating income
     523       607       656       513  
Income from continuing operations
     277       321       392       244  
Net income
     277       321       392       244  
Income available for common shareholders
     273       318       388       241  
Earnings per common share from continuing operations, basic
     0.72       0.84       1.03       0.65  
Earnings per common share from continuing operations, diluted
     0.71       0.83       1.02       0.65  
Net earnings per common share, basic
     0.72       0.84       1.03       0.65  
Net earnings per common share, diluted
     0.71       0.83       1.02       0.65  
Common stock price per share:
                                
High
     45.79       41.97       39.11       41.06  
Low
     39.74       36.59       34.60       34.50  
UTILITY
                                
Operating revenues
   $ 3,539     $ 3,235     $ 3,194     $ 3,431  
Operating income
     525       607       657       513  
Net income
     267       353       391       239  
Income available for common shareholders
     263       350       387       236  
                                 
2008
                                
PG&E CORPORATION
                                
Operating revenues
   $ 3,643     $ 3,674     $ 3,578     $ 3,733  
Operating income
     545       639       584       493  
Income from continuing operations
     367       307       297       227  
Net income
     521       307       297       227  
Income available for common shareholders
     517       304       293       224  
Earnings per common share from continuing operations, basic
     0.98       0.83       0.80       0.62  
Earnings per common share from continuing operations, diluted
     0.97       0.83       0.80       0.62  
Net earnings per common share, basic
     1.39       0.83       0.80       0.62  
Net earnings per common share, diluted
     1.37       0.83       0.80       0.62  
Common stock price per share:
                                
High
     39.20       42.64       40.90       44.95  
Low
     29.70       36.81       38.09       36.46  
UTILITY
                                
Operating revenues
   $ 3,643     $ 3,674     $ 3,578     $ 3,733  
Operating income
     548       640       585       493  
Net income
     329       321       313       236  
Income available for common shareholders
     325       318       309       233  


 
115
 



Management of PG&E Corporation and Pacific Gas and Electric Company (“Utility”) is responsible for establishing and maintaining adequate internal control over financial reporting.  PG&E Corporation’s and the Utility’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, or GAAP.  Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of PG&E Corporation and the Utility, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP and that receipts and expenditures are being made only in accordance with authorizations of management and directors of PG&E Corporation and the Utility, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.  Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  Based on its assessment and those criteria, management has concluded that PG&E Corporation and the Utility maintained effective internal control over financial reporting as of December 31, 2009.

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the Consolidated Balance Sheets of PG&E Corporation and the Utility, as of December 31, 2009 and 2008; and PG&E Corporation’s related consolidated statements of income, equity, and cash flows and the Utility’s related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009.  As stated in their report, which is included in this annual report, Deloitte & Touche LLP also has audited PG&E Corporation’s and the Utility’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

116
 
 
To the Board of Directors and Shareholders of
PG&E Corporation and Pacific Gas and Electric Company
San Francisco, California
 
We have audited the accompanying consolidated balance sheets of PG&E Corporation and subsidiaries (the “Company”) and of Pacific Gas and Electric Company and subsidiaries (the “Utility”) as of December 31, 2009 and 2008, and the Company’s related consolidated statements of income, equity, and cash flows and the Utility’s related consolidated statements of income, shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2009. We also have audited the Company’s and the Utility’s internal control over financial reporting as of December 31, 2009, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Company’s and the Utility’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s and the Utility’s internal control over financial reporting based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
 
A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
 
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of PG&E Corporation and subsidiaries and of Pacific Gas and Electric Company and subsidiaries as of December 31, 2009 and 2008, and the respective results of their operations and their cash flows for each of the three years in the period ended December 31, 2009, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the Company and the Utility maintained, in all material respects, effective internal control over financial reporting as of December 31, 2009, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.
 
 

DELOITTE & TOUCHE LLP
 
February 19, 2010
San Francisco, CA


 
117
 

EX-21 12 ex2100.htm SUBSIDIARIES OF REGISTRANT ex2100.htm
 
 
 

 
Exhibit 21
Significant Subsidiaries

Parent of Significant Subsidiary
  
Name of Significant Subsidiary
  
Jurisdiction of Formation of Subsidiary
  
Names under which Significant Subsidiary does business
PG&E Corporation
  
Pacific Gas and Electric Company
  
CA
  
Pacific Gas and Electric Company
PG&E
             
Pacific Gas and Electric Company
  
None
        


EX-23 13 ex2300.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (D&T LLP) ex2300.htm


Exhibit 23

 

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
We consent to the incorporation by reference in Registration Statements No. 333-149360 on Form S-3, 333-144498 on Form S-3D, and 333-16253, 333-117930, 333-77149, 333-73054, and 333-129422 on Form S-8 of PG&E Corporation and Registration Statements No. 33-62488 and 333-149361 on Form S-3 of Pacific Gas and Electric Company of our reports dated February 19, 2010, relating to the consolidated financial statements and consolidated financial statement schedules of PG&E Corporation and subsidiaries (the “Company”) and Pacific Gas and Electric Company and subsidiaries (the “Utility”) and the effectiveness of the Company’s and the Utility’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of PG&E Corporation and Pacific Gas and Electric Company for the year ended December 31, 2009.
 

 
 
DELOITTE & TOUCHE LLP
 
February 19, 2010
San Francisco, California


 EX-24.1 14 ex2401.htm RESOLUTIONS AUTHORIZING EXECUTION OF FORM 10-K ex2401.htm
Exhibit 24.1
RESOLUTION OF THE
BOARD OF DIRECTORS OF
PG&E CORPORATION

February 17, 2010

WHEREAS, the Audit Committee of this Board of Directors has reviewed the audited consolidated financial statements for this corporation for the year ended December 31, 2009, and has recommended to the Board that such financial statements be included in the corporation’s Annual Report on Form 10-K for the year ended December 31, 2009, to be filed with the Securities and Exchange Commission; and

WHEREAS, the Board has authorized said financial statements to be included in said Annual Report on Form 10-K;

NOW, THEREFORE, BE IT RESOLVED that each of HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC A. MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN is hereby authorized to sign on behalf of this corporation and as attorneys-in-fact for the Chairman, Chief Executive Officer, and President, the Senior Vice President and Chief Financial Officer, and the Vice President and Controller of this corporation the Annual Report on Form 10-K for the year ended December 31, 2009, required by Section 13 or 15(d) of the Securities Exchange Act of 1934, and all amendments and other filings or documents related thereto to be filed with the Securities and Exchange Commission, and to do any and all acts necessary to satisfy the requirements of the Securities Exchange Act of 1934 and the regulations of the Securities and Exchange Commission adopted thereunder with regard to said Annual Report on Form 10-K.

 
 
 



I, LINDA Y.H. CHENG, do hereby certify that I am Vice President, Corporate Governance and Corporate Secretary of PG&E CORPORATION, a corporation organized and existing under the laws of the State of California; that the above and foregoing is a full, true, and correct copy of a resolution which was duly adopted by the Board of Directors of said corporation at a meeting of said Board which was duly and regularly called and held on February 17, 2010; and that this resolution has never been amended, revoked, or repealed, but is still in full force and effect.

WITNESS my hand and the seal of said corporation hereunto affixed this 17th day of February, 2010.



 
LINDA Y.H.CHENG
 
Linda Y.H. Cheng
 
Vice President, Corporate Governance and
 
Corporate Secretary
 
PG&E CORPORATION
   










C  O  R  P  O  R  A  T  E

 
S  E  A  L

 
 
 

RESOLUTION OF THE
BOARD OF DIRECTORS OF
PACIFIC GAS AND ELECTRIC COMPANY

February 17, 2010

WHEREAS, the Audit Committee of this Board of Directors has reviewed the audited consolidated financial statements for this company for the year ended December 31, 2009, and has recommended to the Board that such financial statements be included in the company’s Annual Report on Form 10-K for the year ended December 31, 2009, to be filed with the Securities and Exchange Commission; and

WHEREAS, the Board has authorized said financial statements to be included in said Annual Report on Form 10-K;

NOW, THEREFORE, BE IT RESOLVED that each of HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC A. MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN is hereby authorized to sign on behalf of this company and as attorneys-in-fact for the President, the Vice President, Finance and Chief Financial Officer, and the Vice President and Controller of this company the Annual Report on Form 10-K for the year ended December 31, 2009, required by Section 13 or 15(d) of the Securities Exchange Act of 1934, and all amendments and other filings or documents related thereto to be filed with the Securities and Exchange Commission, and to do any and all acts necessary to satisfy the requirements of the Securities Exchange Act of 1934 and the regulations of the Securities and Exchange Commission adopted thereunder with regard to said Annual Report on Form 10-K.

 
 
 



I, LINDA Y.H. CHENG, do hereby certify that I am Vice President, Corporate Governance and Corporate Secretary of PACIFIC GAS AND ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of California; that the above and foregoing is a full, true, and correct copy of a resolution which was duly adopted by the Board of Directors of said corporation at a meeting of said Board which was duly and regularly called and held on February 17, 2010; and that this resolution has never been amended, revoked, or repealed, but is still in full force and effect.

WITNESS my hand and the seal of said corporation hereunto affixed this 17th day of February, 2010.


 
LINDA Y.H.CHENG
 
Linda Y.H. Cheng
 
Vice President, Corporate Governance and
 
Corporate Secretary
 
PACIFIC GAS AND ELECTRIC COMPANY
   











C  O  R  P  O  R  A  T  E

 
S  E  A  L


 
 
 

EX-24.2 15 ex2402.htm POWERS OF ATTORNEY ex2402.htm
Exhibit 24.2          
POWER OF ATTORNEY

Each of the undersigned Directors of PG&E Corporation hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his or her attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his or her capacity as such Director of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 17th day of February, 2010.
DAVID R. ANDREWS
  
RICHARD A. MESERVE
David R. Andrews
 
  
Richard A. Meserve
LEWIS CHEW
  
FORREST E. MILLER
Lewis Chew
 
  
Forrest E. Miller
C. LEE COX
  
ROSENDO G. PARRA
C. Lee Cox
 
  
Rosendo G. Parra
PETER A. DARBEE
  
BARBARA L. RAMBO
Peter A. Darbee
 
  
Barbara L. Rambo
MARYELLEN C. HERRINGER
  
BARRY LAWSON WILLIAMS
Maryellen C. Herringer
 
  
Barry Lawson Williams
 
ROGER H. KIMMEL
    
Roger H. Kimmel
    



 
 
 

POWER OF ATTORNEY

PETER A. DARBEE, the undersigned, Chairman of the Board, Chief Executive Officer, and President of PG&E Corporation, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Chairman of the Board, Chief Executive Officer, and President (principal executive officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2010.

PETER A. DARBEE
Peter A. Darbee


 
 
 

POWER OF ATTORNEY

KENT M. HARVEY, the undersigned, Senior Vice President and Chief Financial Officer of PG&E Corporation, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Senior Vice President and Chief Financial Officer (principal financial officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2010.

KENT. M. HARVEY
Kent M. Harvey


 
 
 

POWER OF ATTORNEY

STEPHEN J. CAIRNS, the undersigned, Vice President and Controller of PG&E Corporation, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Vice President and Controller (principal accounting officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2010.

STEPHEN J. CAIRNS
Stephen J. Cairns



 
 
 

POWER OF ATTORNEY

Each of the undersigned Directors of Pacific Gas and Electric Company hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his or her attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his or her capacity as such Director of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, we have signed these presents this 17th day of February, 2010.

DAVID R. ANDREWS
  
ROGER H. KIMMEL
David R. Andrews
 
  
Roger H. Kimmel
LEWIS CHEW
  
RICHARD A. MESERVE
Lewis Chew
 
  
Richard A. Meserve
C. LEE COX
  
FORREST E. MILLER
C. Lee Cox
 
  
Forrest E. Miller
PETER A. DARBEE
  
ROSENDO G. PARRA
Peter A. Darbee
 
  
Rosendo G. Parra
MARYELLEN C. HERRINGER
  
BARBARA L. RAMBO
Maryellen C. Herringer
 
  
Barbara L. Rambo
CHRISTOPHER P. JOHNS
  
BARRY LAWSON WILLIAMS
Christopher P. Johns
  
Barry Lawson Williams
 

 
 
 

POWER OF ATTORNEY

CHRISTOPHER P. JOHNS, the undersigned, President of Pacific Gas and Electric Company, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as President (principal executive officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2009.


CHRISTOPHER P. JOHNS
Christopher P. Johns


 
 
 

POWER OF ATTORNEY

BARBARA L. BARCON, the undersigned, Vice President, Finance and Chief Financial Officer of Pacific Gas and Electric Company, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as her attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in her capacity as Vice President, Finance and Chief Financial Officer (principal financial officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2010.


BARBARA L. BARCON
Barbara L. Barcon


 
 
 

POWER OF ATTORNEY

STEPHEN J. CAIRNS, the undersigned, Vice President and Controller of Pacific Gas and Electric Company, hereby constitutes and appoints HYUN PARK, LINDA Y.H. CHENG, EILEEN O. CHAN, WONDY S. LEE, ERIC MONTIZAMBERT, KATHLEEN HAYES, and DOREEN A. LUDEMANN, and each of them, as his attorneys in fact with full power of substitution to sign and file with the Securities and Exchange Commission in his capacity as Vice President and Controller (principal accounting officer) of said corporation the Annual Report on Form 10-K for the year ended December 31, 2009 required by Section 13 or 15(d) of the Securities Exchange Act of 1934 and any and all amendments and other filings or documents related thereto, and hereby ratifies all that said attorneys in fact or any of them may do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, I have signed these presents this 17th day of February, 2010.


STEPHEN J. CAIRNS
Stephen J. Cairns

 

 

 
 
 

EX-31.1 16 ex3101.htm CERTIFICATION OF PRINCIPAL EXECUTIVE/FINANCIAL OFFICER ex3101.htm
Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Peter A. Darbee, certify that:

1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of PG&E Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 19, 2010
PETER A. DARBEE
 
Peter A. Darbee
 
Chairman, Chief Executive Officer, and President

 
 
 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Kent M. Harvey, certify that:

1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of PG&E Corporation;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.  
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.  
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.  
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.  
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 19, 2010
KENT M. HARVEY
 
Kent M. Harvey
 
Senior Vice President and Chief Financial Officer


EX-31.2 17 ex3102.htm CERTIFICATION OF PRINCIPAL EXECUTIVE/FINANCIAL OFFICER ex3102.htm
Exhibit 31.2

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Christopher P. Johns, certify that:

1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of Pacific Gas and Electric Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: February 19, 2010
CHRISTOPHER P. JOHNS
 
Christopher P. Johns
 
President

 
 
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Barbara L. Barcon, certify that:

1.
I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2009 of Pacific Gas and Electric Company;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 
a.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
 
b.
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
 
c.
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
 
d.
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

 
a.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
 
 
b.
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
 
 
Date:  February 19, 2010
BARBARA L. BARCON
 
Barbara L. Barcon
 
Vice President, Finance and Chief Financial Officer


.
 EX-32.1 18 ex3201.htm CERTIFICATION OF PRINCIPAL EXECUTIVE/FINANCIAL OFFICER ex3201.htm

Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Annual Report on Form 10-K of PG&E Corporation for the year ended December 31, 2009 (“Form 10-K”), I, Peter A. Darbee, Chairman, Chief Executive Officer, and President of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1)   
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     
(2)   
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation.



 
PETER A. DARBEE
 
PETER A. DARBEE
 
Chairman, Chief Executive Officer, and
 
President

February 19, 2010


 
 
 


 
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of PG&E Corporation for the year ended December 31, 2009 (“Form 10-K”), I, Kent M. Harvey, Senior Vice President and Chief Financial Officer of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

                 (1)
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     
                 (2)
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation.



 
KENT M. HARVEY
 
KENT M. HARVEY
 
Senior Vice President and
 
Chief Financial Officer

February 19, 2010


 
 
 

EX-32.2 19 ex3202.htm CERTIFICATION OF PRINCIPAL EXECUTIVE/FINANCIAL OFFICER ex3202.htm
EXHIBIT 32.2                          
 
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Annual Report on Form 10-K of Pacific Gas and Electric Company for the year ended December 31, 2009 (“Form 10-K”), I, Christopher P. Johns, President of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

               (1)
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     
                (2)
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.



 


   
 
CHRISTOPHER P. JOHNS
 
CHRISTOPHER P. JOHNS
                               
President
February 19, 2010





 
 
 

 
 
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Annual Report on Form 10-K of Pacific Gas and Electric Company for the year ended December 31, 2009 (“Form 10-K”), I, Barbara L. Barcon, Vice President, Finance and Chief Financial Officer of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

                (1)
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
     
                (2)
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.




   
 
BARBARA L. BARCON
 
BARBARA L. BARCON
 
Vice President, Finance and Chief Financial Officer
   

February 19, 2010








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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">In addition, holders of the Convertible Subordinated Notes are entitled to receive &#8220;pass-through dividends&#8221; determined by multiplying the cash dividend paid by PG&amp;E Corporation per share of common stock by a number equal to the principal amount of the Convertible Subordinated Notes divided by the conversion price.&#160;&#160;During 2009, PG&amp;E Corpora tion paid $28 million of pass-through dividends to the holders of Convertible Subordinated Notes.&#160;&#160;On January 15, 2010, PG&amp;E Corporation paid $7 million of pass-through dividends.&#160;&#160;The dividend participation rights of the Convertible Subordinated Notes are considered to be embedded derivative instruments and, therefore, must be bifurcated from the Convertible Subordinated Notes and recorded at fair value in PG&amp;E Corporation&#8217;s Consolidated Financial Statements.&#160;&#160;The payment of pass-through dividends is recognized as an operating cash flow in PG&amp;E Corporation&#8217;s Consolidated Statements of Cash Flows.&#160;&#160;Changes in the fair value are recognized in PG&amp;E Corporation&#8217;s Consolidated Statements of Income as a non-operating expense or income (in Other income (expense), net).&#160;&#160;(See Notes 10 and 11 of the Notes to the Consolidated Financial Statements for furth er discussion of these instruments.)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On January 13, 2009, PG&amp;E Corporation, upon request by an investor, converted $28 million of Convertible Subordinated Notes into 1,855,865 shares, at the conversion price of $15.09 per share.&#160;&#160;Additionally, on July 1, 2009, PG&amp;E Corporation, upon request by an investor, converted $5 million of Convertible Subordinated Notes into 331,404 shares, at the conversion price of $15.09 per share.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT - -WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Utility</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Senior Notes</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">At December 31, 2009, the Utility had outstanding $8.6 billion of senior notes with various interest rates and maturity dates, including the following issuances made during 2009.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> &l t;div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On March 6, 2009, the Utility issued $550 million principal amount of 6.25% Senior Notes due March 1, 2039.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-FAMILY: Times New Roman">On June 11, 2009, the Utility issued $500 million principal amount of </font>Floating Rate Senior Notes due June 10, 2010.&#160;&#160;The interest rate for the Floating Rate Senior Notes is equal to the three-month London Interbank Offered Rate plus 0.95% and resets quarterly.&#160;&#160;At December 31, 2009, the interest rate on the Floating Rate Senior Notes was 1.21%.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On November 18, 2009, the Utility issued $550 million principal amount of 5.40% Senior Notes due January 15, 2040.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility&#8217;s senior notes are unsecured and rank equally with the Utility&#8217;s other senior unsecured and unsubordinated debt.&#160;&#160;Under the indenture for the senior notes, the Utility has agreed that it will not incur secured debt or engage in sales leaseback transactions (except for (1) debt secured by specified liens, and (2) aggregate other secured debt and sales and leaseback transactions not exceeding 10% of the Utility&#8217;s net tangible assets, as defined in the indenture) unless the Utility provides that the senior notes will be equally and ratably secured.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Pollution Control Bonds</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Cal ifornia Pollution Control Financing Authority and the California Infrastructure and Economic Development Bank have issued various series of tax-exempt pollution control bonds for the benefit of the Utility.&#160;&#160;Under the pollution control bond loan agreements related to the Series 1996 A bonds, the Series 2004 A&#8211;D bonds, and the Series 2008 F and G bonds, the Utility is obligated to pay on the due dates an amount equal to the principal; premium, if any; and interest on these bonds to the trustees for these bonds.&#160;&#160;With respect to the Series 1996 C, E, and F bonds; the Series 1997 B bonds; and the Series 2009 A&#8211;D bonds, the Utility reimburses the letter of credit providers for their payments to the trustee for these bonds, or if a letter of credit provider fails to pay under its respective letter of credit, the Utility is obligated to pay the principal; premium, if any; and interest on those bonds.&#160;&#160;All payments on the Series 1 996 C, E, and F bonds; the Series 1997 B bonds; and the Series 2009 A&#8211;D bonds are made through draws on separate direct-pay letters of credit for each series issued by a financial institution.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt">&#160;</div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_3" style="MARGIN-LEFT: 36pt"></font>All of the pollution control bonds were used to finance or refinance pollution control facilities at the Geysers geothermal power plant or at the Utility&#8217;s Diablo Canyon nuclear power plant and were issued as &#8220;exempt facility bonds&#8221; within the meaning of Section 142(a) of the Internal Revenue Code of 1954, as amended (&#8220;Code&#8221;).&#160;&#160;The Utility agrees not to take any action or fail to t ake any action if any such action or inaction would cause the interest on the bonds to be taxable or to be other than exempt facility bonds.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">In 1999, the Utility sold the Geysers geothermal power plant to Geysers Power Company, LLC pursuant to purchase and sale agreements stating that Geysers Power Company, LLC will use the bond-financed facilities solely as pollution control facilities within the meaning of Section 103(b)(4)(F) of the Code.&#160;&#160;Although Geysers Power Company, LLC subsequently filed a petition for reorganization under Chapter 11, it assumed the purchase and sale agreements under its Chapter 11 plan of reorganization that became effective on January 31, 2008.&#160;& #160;The Utility has no knowledge that Geysers Power Company, LLC intends to cease using the bond-financed facilities solely as pollution control bonds facilities within the meaning of Section 103(b)(4)(F) of the Code.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility has obtained credit support from insurance companies for the Series 1996 A bonds and the Series 2004 A&#8211;D bonds such that if the Utility does not pay the principal and interest on any series of these insured bonds, the bond insurer for that series will pay the principal and interest.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RI GHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">On September 1, 2009, the California Infrastructure and Economic Development Bank issued $149 million of tax-exempt pollution control bonds series 2009 A and B due on November 1, 2026 and $160 million of tax-exempt pollution control bonds series 2009 C and D due on December 1, 2016.&#160;&#160;The proceeds were used to repurchase the corresponding series of 2008 pollution control bonds.&#160;&#160;The 2009 A&#8211;D bonds, issued at par with an initial rate of 0.20%, are variable rate demand notes with interest resetting daily and backed by direct-pay letters of credit.&#160;&#160;Unlike the series 2008 bonds, interest earned on the series 2009 bonds is not subject to the alternative minimum tax.&#160;&#160;A provision in the American Recovery and Reinvestment Act of 2009 allows certain tax-exempt bonds that are subject to the alternative minimum tax to be reissued or refunded in 2009 or 2010 as tax-exempt bonds that are not subject to the alternative minimum tax.&#160;&#160;As a result, the 2009 A&#8211;D bonds were issued at a lower interest rate, reducing the Utility&#8217;s interest expense.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Repayment Schedule</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation&#8217;s and the Utility&#8217;s combined aggregate principal repayment amounts of lo ng-term debt at December 31, 2009 are reflected in the table below:</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div align="left"> <table cellpadding="0" cellspacing="0" width="100%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr> <td align="left" valign="bottom" style="PADDING-BOTTOM: 2px"> <div style="DISPLAY: block; 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Certain leases on office facilities contai n escalation clauses requiring annual increases in rent ranging from 1% to 11%.&#160;&#160;The rentals payable under these leases may increase by a fixed amount each year, a percentage of a base year, or the consumer price index.&#160;&#160;Most leases contain extension options ranging between one and five years.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Underground Electric Facilities</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_ 0" style="MARGIN-LEFT: 36pt"></font>At December 31, 2009, the Utility was committed to spending approximately $237 million for the conversion of existing overhead electric facilities to underground electric facilities.&#160;&#160;These funds are conditionally committed depending on the timing of the work, including the schedules of the respective cities, counties, and telephone utilities involved.&#160;&#160;The Utility expects to spend approximately $40 million to $80 million each year in connection with these projects.&#160;&#160;Consistent with past practice, the Utility expects that these capital expenditures will be included in rate base as each individual project is completed and recoverable in rates charged to customers.</font></div> <div style="DISPLAY: block; 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energy efficiency programs.&#160;&#160;In accordance with this mechanism, the CPUC has awarded the Utility incentive revenues totaling $75 million through December 31, 2009 based on the energy savings achieved through implementation of the Utility&#82 17;s energy efficiency programs during the 2006 through 2008 program cycle.</font></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Consistent with the incentive award process previously adopted by the CPUC, the CPUC held back an additional $40.3 million of incentive revenues, subject to the true-up process to be completed in 2010.&#160;&#160;The Utility has not recognized any portion of the $40.3 million held back in revenues.&#160;&#160;The CPUC adopted a schedule for the final true-up process that calls for a final decision by the end of 2010.&#160;&#160;PG&amp;E Corporation and the Utility are unable to predict the amount, if any, of the $40.3 million holdback that the Utility may receive after the true-up process is completed.</font></div> <div style="DISPLAY: block; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Because the DOE failed to develop a permanent storage site, the Utility obtained a permit from the NRC to build an on-site dry cask storage facility to store spent fuel through at least 2024.&#160;&#160;The construction of the dry cask storage facility is complete.&#160;&#160;During 2009 the Utility moved all the spent nuclear fuel that was scheduled to be moved into dry cask storage.&#160;&#160;An appeal of the NRC&#8217;s issuance of the permit is still pen ding in the U.S. Court of Appeals for the Ninth Circuit.&#160;&#160;The appellants claim that the NRC failed to adequately consider environmental impacts of a potential terrorist attack at Diablo Canyon.&#160;&#160;It is uncertain when the appeal will be addressed by the Ninth Circuit.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; 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(Environmental remediation associated with the Hinkley natural gas compressor site is not recoverable under this mechanism.)&#160;&#160;In addition, the CPUC and the FERC have authorized the Utility to recover in rates approximately $130 million relating to remediation costs at fossil decommissioning sites and certain of the Utility&#8217;s transmission stations.&#160;&#160;The Utility also recovers its costs from insurance carriers and from other third parties whenever possible.&#160; Any amounts collected in excess of the Utility&#8217;s ultimate obligations may be subject to refund to customers.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align= "left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, estimated costs may vary significantly from actual costs, and the amount of additional future costs may be material to results of operations in the period in which they are recognized.&#160;&#160;The Utility&#8217;s undiscounted future costs could increase to as much as $1 billion if the other potentially responsible parties are not financially able to contribute to these costs or if the extent of contamination or necessary remediation is greater than anticipated, and could increase further if the Utility chooses to remediate beyond regulatory requirements.&#160;&#160;In addition, it is reasonably possible that the Utility will incur losses related to certain MGP sites located in San Francisco but the Utility is unable to reasonably estimate the amount of such loss.</fon t></div> <div style="DISPLAY: block; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZ E: 10pt; FONT-FAMILY: Times New Roman">The Utility uses both derivative and non-derivative contracts in managing its customers&#8217; exposure to commodity-related price risk, including:</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div> <table cellpadding="0" cellspacing="0" id="list_0" width="100%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr valign="top"> <td align="right" style="WIDTH: 36pt"> <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Symbol, serif">&#183;&#160;&#160;</font></div> </td> <td> <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">forward contracts that commit the Utility to purchase a commodity in the future;</font></div> </td> </tr></table> </div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div> <table cellpadding="0" cellspacing="0" id="list_1" width="100%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr valign="top"> <td align="right" style="WIDTH: 36pt"> <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Symbol, serif">&#183;&#160;&#160;</font></div> </td> <td> <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">swap agreements that require payments to or from counterparties based upon the difference between two prices for a predete rmined contractual quantity;</font></div> </td> </tr></table> </div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div> <table cellpadding="0" cellspacing="0" id="list_2" width="100%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr valign="top"> <td align="right" style="WIDTH: 36pt"> <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Symbol, serif">&#183;&#160;&#160;</font></div> </td> <td> <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">option contracts that provide the Utility with the right to buy a commodity at a predetermined price; and</font></div> </td> </tr></table> </div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div> <table cellpadding="0" cellspacing="0" id="list_3" width="100%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr valign="top"> <td align="right" style="WIDTH: 36pt"> <div><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Symbol, serif">&#183;&#160;&#160;</font></div> </td> <td> <div style="MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">futures contracts that are exchange-traded contracts that commit the Utility to purchase a commodity or make a cash settlement at a specified price and future date.</font></d iv> </td> </tr></table> </div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">These instruments are not held for speculative purposes and are subject to certain regulatory requirements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Commodity-Related Price Risk</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" alig n="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Commodity-related price risk management activities that meet the definition of a derivative are recorded at fair value on the Consolidated Balance Sheets.&#160;&#160;Certain commodity-related price risk management activities reduce the cash flow variability associated with fluctuating commodity prices.&#160;&#160;Prior to September 2009, the Utility designated qualifying derivative transactions as cash flow hedges for accounting purposes.&#160;&#160;As long as the ratemaking mechanisms discussed above remain in place and the Utility&#8217;s risk management activities are carried out in accordance with CPUC directives, the Utility expects to fully recover from customers, in rates, all costs related to commodity-related price risk-related derivative instruments.&#160;&#160;Therefore, all unrealized gains and losses associated with the fair value of these derivative inst ruments, including those designated as cash flow hedges, are deferred and recorded within the Utility&#8217;s regulatory assets and liabilities on the Consolidated Balance Sheets. (See Note 3 of the Notes to the Consolidated Financial Statements.)&#160;&#160;Net realized gains or losses on derivative instruments related to price risk for commodities are recorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from customers.&#160;&#160;As of September 30, 2009, the Utility de-designated all cash flow hedge relationships.&#160;&#160;Due to the regulatory accounting treatment described above, the de-designation of cash flow hedge relationships had no impact on Income Available for Common Shareholders or the Consolidated Balance Sheets.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; M ARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility elects the normal purchase and sale exception for qualifying commodity-related derivative instruments.&#160;&#160;Derivative instruments that require physical delivery, are probable of physical delivery in quantities that are expected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the commodity delivered are eligible for the normal purchase and sale exception.&#160;&#160;The fair value of instruments that are eligible for the normal purchase and sales exception are not reflected in the Consolidated Balance Sheets.</font></div> <div style="DISPLAY: block; 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FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility enters into third-party power purchase agreements to ensure sufficient electricity to meet customer needs.&#160;&#160;The Utility&#8217;s third-party power purchase agreements are generally accounted for as leases, but certain third-party power purchase agreements are considered derivative instruments and, therefore, are recorded at fair value within the Consolidated Balance Sheets.&#160;&#160;The Utility elects to use the normal purchase and sale exception for eligible derivative instruments.&#160;&#160;Derivative instruments that are eligible for the normal purchase and no rmal sales exception are not required to be recorded at fair value.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">A portion of the Utility&#8217;s third-party power purchase agreements contain market-based pricing terms.&#160;&#160;In order to reduce the cash flow variability associated with fluctuating electricity prices, the Utility has entered into financial swap contracts to effectively fix the price of future purchases under those power purchase agreements.&#160;&#160;These financial swaps are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DIS PLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The CPUC has approved a long-term electricity procurement plan covering 2007 through 2016.&#160;&#160;The Utility&#8217;s electricity procurement and financial swaps are transacted in accordance with the approved plan.&#160;&#160;The Utility recovers the costs incurred under these contracts and other electricity procurement costs through retail electricity rates that are adjusted whenever the forecasted aggregate over-collections or under-collections of the Utility&#8217;s procurement costs for the current year exceed 5% of the Utility&#8217;s prior year electricity procurement revenues.&#160;&#160;The Chapter 11 Settlement Agreement provides that the Utility will recover its reasonable costs of providing utility service, including power procurement costs.&#160;&#160;As long as these cost r ecovery mechanisms remain in place, adverse market price changes are not expected to impact the Utility&#8217;s net income.&#160;&#160;The Utility is at risk to the extent that the CPUC may in the future disallow portions or the full costs of procurement transactions.&#160;&#160;Additionally, market price changes could impact the timing of the Utility&#8217;s cash flows.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Electric Transmission Congestion Revenue Rights</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style=" DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The CAISO-controlled electricity transmission grid used by the Utility to transmit power is subject to transmission constraints.&#160;&#160;As a result, the Utility is subject to financial risk associated with the cost of transmission congestion.&#160;&#160;The CAISO implemented its new day-ahead wholesale electricity market as part of its Market Redesign and Technology Update on April 1, 2009.&#160;&#160;The CAISO created Congestion Revenue Rights (&#8220;CRRs&#8221;) to allow market participants, including load-serving entities, to hedge the financial risk of CAISO-imposed congestion charges in the new day-ahead market.&#160;&#160;The CAISO releases CRRs through an annual and monthly process, each of which includes an allocation phase (in which load-serving entities are allocated CRRs at no cost based on the customer demand or &#8220;load&#8221; they serve) and an auction phase (in which CRRs are priced at market and available to all market participants).&#160;&#160;In 2009, the Utility acquired CRRs through both allocation and auction.&#160;&#160;The costs associated with CRRs are filed with the CPUC along with electric procurement costs for recovery.&#160;&#160;The Utility is at risk to the extent that the CPUC may in the future disallow portions or the full costs of procurement transactions.&#160;&#160;CRRs are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Natural Gas Procurement (Electric Portfolio)</font></div> <div style="DISPLAY : block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility&#8217;s electric procurement portfolio is exposed to natural gas price risk primarily through the Utility-owned natural gas generating facilities, tolling agreements, and natural gas-indexed electricity procurement contracts.&#160;&#160;In order to reduce the future cash flow variability associated with fluctuating natural gas prices, the Utility purchases financial instruments such as futures, swaps, and options.&#160;&#160;These financial instruments are considered derivative instruments and are recorded at fair value within the Consolidated Balance Sheets.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-IN DENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility manages natural gas price risk associated with its electric procurement portfolio in accordance with its risk management strategies included in electricity procurement plans approved by the CPUC.&#160;&#160;The CPUC did not approve the Utility&#8217;s proposed electric portfolio gas hedging plan that was included in the Utility&#8217;s long-term procurement plan.&#160;&#160;Instead, the CPUC deferred consideration of the proposal to another proceeding.&#160;&#160;The CPUC ordered the Utility to continue operating under the previously approved gas hedging plan.&#160;&#160;The expenses associated with the hedging plan are expected to be recovered through rates.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; T EXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Natural Gas Procurement (Small Commercial and Residential Customers)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility enters into physical natural gas commodity contracts to fulfill the needs of its small commercial and residential, or &#8220;core,&#8221; customers.&#160;&#160;(The Utility does not procure natural gas for industrial and large commercial, or &#8220;non-core,&#8221; customers.)&#160;&#160;Changes in temperature cause natural gas demand to vary daily, monthly, and seasonally.&#160;&#160;Consequently, varying volumes of gas may be purchased or sold in the monthly and, to a lesser extent, daily spot market to balance such seasonal supply and demand.</font></div> <div style="DISPLAY: block; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Fair Value Option</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DIS PLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility have not elected the fair value option for any assets or liabilities during the years ended December 31, 2009 and 2008.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Adoption of New Accounting Pronouncements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Ro man">Disclosures about Derivative Instruments and Hedging Activities &#8211; an amendment of FASB Statement No. 133</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_8" style="MARGIN-LEFT: 36pt"></font>On January 1, 2009, PG&amp;E Corporation and the Utility adopted Statement of Financial Accounting Standards (&#8220;SFAS&#8221;) No. 161, &#8220;Disclosures about Derivative Instruments and Hedging Activities &#8211; an amendment of FASB Statement No. 133&#8221; (&#8220;SFAS No. 161&#8221;), which is codified in the Derivatives and Hedging Topic of the FASB ASC.&#160;&#160;SFAS No. 161 requires an entity to provide qualitative disclosures about its objectives and strategies for using derivative instruments and quantitative disclosures that detail the fair value amounts of, and gains and losses on, derivative instruments.&#160;&#160;SFAS No. 161 also requires disclosures about credit risk-related contingent features of derivative instruments.&#160;&#160;(See Note 10 of the Notes to the Consolidated Financial Statements.)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Noncontrolling Interests in Consolidated Financial Statements &#8211; an amendment of ARB No. 51</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left">&l t;font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_9" style="MARGIN-LEFT: 36pt"></font>On January 1, 2009, PG&amp;E Corporation and the Utility adopted SFAS No. 160, &#8220;Noncontrolling Interests in Consolidated Financial Statements &#8211; an amendment of Accounting Research Bulletin No. 51&#8221; (&#8220;SFAS No. 160&#8221;), which is codified in the Consolidation Topic of the FASB ASC.&#160;&#160;SFAS No. 160 establishes accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.&#160;&#160;SFAS No. 160 defines a &#8220;noncontrolling interest,&#8221; previously called a &#8220;minority interest,&#8221; as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.&#160;&#160;Among other items, SFAS No. 160 requires that an entity (1) include a noncontrolling interest in its co nsolidated statement of financial position within equity separate from the parent&#8217;s equity, (2) report amounts inclusive of both the parent&#8217;s and noncontrolling interest&#8217;s shares in consolidated net income, and (3) separately report the amounts of consolidated net income attributable to the parent and noncontrolling interest on the consolidated statement of operations.&#160;&#160;If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary must be measured at fair value, and a gain or loss must be recognized in net income based on such fair value.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_10" style="MARGIN-LEFT: 36pt"></font>PG&amp;E Co rporation has reclassified its noncontrolling interest in the Utility from Preferred Stock of Subsidiaries to equity in PG&amp;E Corporation&#8217;s Consolidated Financial Statements in accordance with SFAS No. 160 for all periods presented.&#160;&#160;The Utility had no material noncontrolling interests in consolidated subsidiaries as of December 31, 2009 and December 31, 2008.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_11" style="MARGIN-LEFT: 36pt"></font>PG&amp;E Corporation and the Utility applied the presentation and disclosure requirements of SFAS No. 160 retrospectively.&#160;&#160;Other than the change in presentation of noncontrolling interests, adoption of SFAS No. 160 did not have a m aterial impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Subsequent Events</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_12" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted SFAS No. 165, &#8220;Subsequent Events&#8221; (&#8220;SFAS No. 165&#8221;), which is codified in th e Subsequent Events Topic of the FASB ASC.&#160;&#160;SFAS No. 165 does not significantly change the prior accounting practice for subsequent events, except for the requirement to disclose the date through which an entity has evaluated subsequent events and the basis for that date.&#160;&#160;PG&amp;E Corporation and the Utility have evaluated material subsequent events through February 19, 2010, the issue date of PG&amp;E Corporation&#8217;s and the Utility&#8217;s Consolidated Financial Statements.&#160;&#160;Other than this disclosure, adoption of SFAS No. 165 did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FON T-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Recognition and Presentation of Other-Than-Temporary Impairments</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_13" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted FASB Staff Position (&#8220;FSP&#8221;) SFAS 115-2 and SFAS 124-2, &#8220;Recognition and Presentation of Other-Than-Temporary Impairments,&#8221; which is codified in the Investments &#8211; Debt and Equity Securities Topic of the FASB ASC.&#160;&#160;Under this FSP, to assess whether an other-than-temporary impairment exists for a debt security, an entity must (1) evaluate the likelihood of liquidating the debt security prior to recovering its cost basis, and (2) determine if any impairment of the debt security is related to credit losses.&#160;&#160;In addition, this FSP requires enhanced disclosures of other-than-temporary impairments on debt and equity securities in the financial statements.&#160;&#160;However, this FSP does not amend recognition and measurement guidance for other-than-temporary impairments of equity securities.&#160;&#160;Adoption of this FSP did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Determining Fair Value When the Volume and Level of Activity for th e Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_14" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted FSP SFAS 157-4, &#8220;Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,&#8221; which is codified in the Fair Value Measurements and Disclosures Topic of the FASB ASC.&#160;&#160;This FSP provides guidance on estimating fair value when the volume or the level of activity for an asset or a liability has significantly decreased or when transactions a re not orderly when compared with normal market conditions.&#160;&#160;In particular, this FSP calls for adjustments to quoted prices or historical transaction data when estimating fair value in such circumstances.&#160;&#160;This FSP also provides guidance to identify such circumstances.&#160;&#160;Furthermore, this FSP requires fair value measurement disclosures made pursuant to the Fair Value Measurements and Disclosures Topic of the FASB ASC to be categorized by major security type (i.e., based on the nature and risks of the security).&#160;&#160;(See Note 11 of the Notes to the Consolidated Financial Statements.)&#160;&#160;Other than this change, adoption of this FSP did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Topic 105: Generally Accepted Accounting Principles &#8211; amendments based on Statement of Financial Accounting Standards No. 168 &#8211; The FASB Accounting Standards Codification<font style="DISPLAY: inline; FONT-SIZE: 70%; VERTICAL-ALIGN: text-top">TM</font> and the Hierarchy of Generally Accepted Accounting Principles</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_15" style="MARGIN-LEFT: 36pt"></font>On July 1, 2009, PG&amp;E Corporation and the Utility adopted Accounting Standards Update (&#8220;ASU&#8221;) No. 200 9-01, &#8220;Topic 105: Generally Accepted Accounting Principles &#8211; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Employers&#8217; Disclosures about Postretirement Benefit Plan Assets</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_16" style="MARGIN-LEFT: 36pt"></font>On December 31, 2009, PG&amp;E Corporation and the Utility adopted FSP SFAS 132(R)-1, &#8220;Employers&#8217; Disclo sures about Postretirement Benefit Plan Assets,&#8221; which is codified in the Compensation &#8211; Retirement Benefits Topic of the FASB ASC.&#160;&#160;This FSP amends and expands the disclosure requirements of that Topic.&#160;&#160;In particular, this FSP requires an entity to provide qualitative disclosures about how investment allocation decisions are made, the inputs and valuation techniques used to measure the fair value of plan assets, and the concentration of risk within plan assets.&#160;&#160;In addition, this FSP requires quantitative disclosures showing the fair value of each major category of plan assets, the levels in which each asset is classified within the fair value hierarchy, and a reconciliation for the period of plan assets that are measured using significant unobservable inputs.&#160;&#160;This FSP only applies to annual reporting periods.&#160;&#160;(See Note 13 of the Notes to the Consolidated Financial Statements.)</f ont></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Accounting Pronouncements Issued but Not Yet Adopted</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="D ISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_17" style="MARGIN-LEFT: 36pt"></font>In December 2009, the FASB issued ASU No. 2009-16, &#8220;Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets&#8221; 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</font></td> <td align="left" valign="bottom" width="10%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="3%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="7%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></ td> <td align="left" valign="bottom" width="9%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="9%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; 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recover the authorized revenue requirements associated with Utility-owned electric generation, including capital and related non-fuel operating and maintenance expenses.&#160;&#160;The Utility&#8217;s recovery of these revenue requirements is independent, or &#8220;decoupled,&#8221; from the volume of sales; therefore, the Utility recognizes revenue evenly over the year, even though the level of cash collected from customers will fluctuate depending on the volume of electricity sales.&#160;&#160;During periods of more temperate weather, there is generally an under-collection in this balancing account due to lower el ectricity sales and lower rates.&#160;&#160;During the warmer months of summer, the under-collection generally decreases due to higher rates and electric usage that cause an increase in generation revenues.&#160;&#160;At December 31, 2009, the under-collection was impacted by lower than expected electricity sales and an increase in revenue requirements related to the 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allowance for doubtful accounts of $68 million in 2009 and $76 million in 2008) Accounts Payable: Other Accumulated other comprehensive loss Accumulated Depreciation Accumulated depreciation Capital expenditures Capital expenditures Allowance for equity funds used during construction Allowance for doubtful accounts Asset retirement obligations Statement of Financial Position [Abstract] Cash and cash equivalents Cash and cash equivalents at January 1 Cash and cash equivalents at December 31 Interest, net of amounts capitalized Income taxes receivable/payable Inventories Increase Decrease In Inventories Accounts receivable Increase Decrease In Receivables Effect of changes in operating assets and liabilities Accounts payable Increase Decrease In Accounts Payable COMMITMENTS AND CONTINGENCIES Commitments And Contingencies Disclosure [Text Block] Common Stock Held by Subsidiary, at Cost, 24,665,500 Shares Common Stock Held by Subsidiary, at Cost, 24,665,500 Shares in 2007 Common stock, shares authorized (in shares) Common stock, no par value, authorized 800,000,000 shares, issued 370,601,905 common and 670,552 restricted shares in 2009 and issued 361,059,116 common and 1,287,569 restricted shares in 2008 Construction work in progress Cost of electricity Cost of electricity Current Liabilities Total current liabilities Liabilities, Current Rate Reduction Bonds, Classified as Current DEBT Nuclear decommissioning funds Depreciation, Amortization, and Decommissioning DERIVATIVES AND HEDGING ACTIVITIES Net Earnings Per Common Share, Diluted Gain on Disposal of NEGT (Net of Income Tax Benefit of $13 Million in 2005) Discontinued Operation Gain Loss On Disposal Of Discontinued Operation Net Of Tax Electric Transfer of Gateway Generating Station Asset Income Statement [Abstract] Earnings Per Common Share from Continuing Operations, Diluted Earnings Per Common Share From Continuing Operations, Basic Income From Continuing Operations Income from Continuing Operations Income 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and cash equivalents Gain On Sale of Assets Noncurrent Liabilities Total noncurrent liabilities Liabilities, Noncurrent Operating Income Operating Income Operating Revenues Total operating revenues Total operating revenues ORGANIZATION AND BASIS OF PRESENTATION Other Increase Decrease In Other Operating Capital Net Other Other Payments For Proceeds From Other Investing Activities Other Other Proceeds From Payments For Other Financing Activities Other income (expense), net Common Stock Dividends Paid Common stock dividends paid Preferred stock, shares authorized (no par value) Preferred stock, shares issued (no par value) Preferred stock dividend requirement of subsidiary Common stock issued Borrowings under accounts receivable facility and revolving credit facility Proceeds from issuance of long-term debt, net of premium, discount, and issuance costs of $29 million in 2009, $19 million in 2008, and $16 million in 2007 Proceeds from sale of assets Proceeds from issuance of short-term debt, net of issuance costs of $1 million in 2009 Total property, plant, and equipment Total property, plant, and equipment Net property, plant, and equipment Property, Plant and Equipment, Net Materials and supplies Regulatory assets Regulatory liabilities RELATED PARTY AGREEMENTS AND TRANSACTIONS Repayments under accounts receivable facility and revolving credit facility Repayments under accounts receivable facility and revolving credit facility Long-Term Debt Repurchased Long-term debt matured or repurchased Common Stock Repurchased Common Stock Repurchased Restricted cash Reinvested earnings Short-term borrowings Statement of Cash Flows [Abstract] Noncash common stock issuances Shareholders' Equity Equity Supplemental disclosures of cash flow information Current Assets Total current assets Assets, Current Operating and maintenance Operating and maintenance Weighted Average Common Shares Outstanding, Diluted Weighted Average Common Shares Outstanding, Basic Property, Plant, and 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stock, par value (in dollars per share) Preferred Stock Par Or Stated Value Per Share Tax Benefit From Employee Stock Plans Other Noncurrent Assets Common stock, shares issued (in shares) Other Assets Other EARNINGS PER SHARE Other current liabilities Operating Expenses Income Before Income Taxes Income Before Income Taxes Deferred income taxes and tax credits, net Total operating expenses Total operating expenses Total shareholders' equity Beginning Balance Ending Balance Total shareholders' equity Income tax provision Pension and Other Postretirement Benefits Preferred stock, no par value, authorized 80,000,000 shares, $100 par value, authorized 5,000,000 shares, none issued Common Stock Dividends Declared and Paid Other Property Plant And Equipment Other Capital expenditures financed through accounts payable Common stock, no par value Common Restricted Stock Amortization Stock Issued During Period Value Restricted Stock Award Net Of Forfeitures Common Stock Warrants Exercised Adoption of new accounting pronouncement Natural gas Accelerated Share Repurchase Settlement of Stock Repurchased in 2005 NEGT income tax benefit NEGT income tax benefit Supplemental disclosures of noncash investing and financing activities Tax Benefit from Employee Stock Plans Shares Ending Balance Shares Beginning Balance Shares, Issued EARNINGS PER SHARE Earnings Per Share [Text Block] Net Income Net income Income taxes receivable Income Taxes Receivable Noncurrent Total equity Beginning Balance Ending Balance Total equity Trade creditors Other Other Pension and other postretirement benefits Commitments and Contingencies Adjustments to reconcile net income to net cash provided by operating activities Accounts payable Accounts Payable Current And Noncurrent [Abstract] Interest payable Adoption of SFAS No. 158 (Net of Income Tax Benefit of $8 Million) Regulatory balancing accounts Regulatory balancing accounts are used to accumulate differences between revenues and authorized revenue requirements and to accumulate differences between incurred costs and costs recovered. Regulatory balancing accounts receivable represents under-collections that are probably of recovery through regulated rates and are expected to be recovered within the next 12 months. Regulatory Balancing Accounts, Assets Prepaid expenses and other Sum of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; and aggregate carrying amount, as of the balance sheet date, of current assets not separately disclosed in the balance sheet due to materiality considerations. Current assets are expected to be realized or consumed within one year (or the normal operating cycle, if longer). Electric Property plant and equipment are reported at their original cost. These original costs include labor and materials, construction overhead, and allowance for funds used during construction ("AFUDC"). Amount does not include depreceiation. Electric Property Plant And Equipment Gas Property plant and equipment are reported at their original cost. These original costs include labor and materials, construction overhead, and allowance for funds used during construction ("AFUDC"). Amount does not include depreceiation. Gas Property Plant And Equipment Energy recovery bonds, classified as current Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid within one year or the normal operating cycle, if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). Disputed claims and customer refunds Carrying amount as of the balance sheet date of of principal and interest on disputed claims made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code. Regulatory balancing accounts record the differences between revenues and costs that can be recovered through rates. Sales balancing accounts accumulate differences between revenues and authorized revenue requirements. Cost balancing accounts accumulate differences between incurred costs and authorized revenue requirements. Under-collections that are probable of recovery through regulated rates are recorded as regulatory balancing account assets. Over-collections that are probable of being credited to customers are recorded as regulatory balancing account liabilities. Regulatory balancing accounts Regulatory Balancing Accounts Liabilties Energy recovery bonds Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid after one year or beyond the operating cycle if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). Other changes in noncurrent assets and liabilities The change in beginning and ending of period other noncurrent assets and liabilities balances. Regulatory balancing accounts, net The change in beginning and ending of period Regulatory balance account, net balances. Regulatory Balance Accounts, Net Proceeds from sales of nuclear decommissioning trust investments Proceeds from sale or maturity of investments in the nuclear decommissioning trust are classified as investing activities and are reported on a gross basis. Proceeds From Nuclear Decommissioning Trust Sales Purchases of nuclear decommissioning trust investments Purchases of investments in the nuclear decommissioning trust are classified as investing activities and are reported on a gross basis. Rate reduction bonds matured Repayments (maturies) of rate reduction bonds. Rate reduction bond are secured by a cashflow stream generated by a fee charged to utility consumers. Energy recovery bonds matured Repayments (maturies) of energy recovery bonds. Energy recovery are secured by a cashflow stream generated by a fee charged to utility consumers. Cost of natural gas Costs of natural gas includes the purchase costs of natural gas and transporation costs on interstate pipelines, but excludes the transportation costs for non-core customers. Cost of natural gas Net issuance (repayments) of commercial paper, net of discount of $3 million in 2009, $11 million in 2008, and $1 million in 2007 Net change in commercial paper balance. Net Issuance Repayments Of Commercial Paper Net Of Discount Depreciation, amortization, and decommissioning The current period expense, as reported in the income statement, charged against earnings on long-lived, physical assets used in the normal conduct of business and not intended for resale to allocate or recognize the cost of assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset. Examples include buildings, production equipment and customer lists. Depreciation, amortization, and decommissioning Depreciation, amortization, decomissioning income statement Accrued unbilled revenue Energy delivered but not billed at the end of the period. Accrued Unbilled Revenue Energy Deferred tax credits A credit or adjustment for government or taxing authority authorized decrease in taxes owed as a result of meeting certain tax policy conditions. Deferred Tax Credit Adjustment Common stock, issued restricted shares (in shares) Total number of restricted common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. Restricted Common Stock Shares As Of Balance Sheet Date Common stock, shares issued (restricted) Cash received (paid) for Cash Paid Received For [Abstract] Net issuance (repayments) of commercial paper, discount Net Issuance Repayments Of Commercial Paper Discount Proceeds from issuance of long-term debt, premium, discount, and issuance costs Proceeds From Issuance Of Long Term Debt Issuance Costs SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This element may be used to describe all significant accounting policies of the reporting entity; and for a new accounting pronouncement that has been issued but not yet adopted, an entity's disclosure should (1) describe the new pronouncement, the date that adoption is required and the date that the entity plans to adopt, if earlier; (2) discuss the methods of adoption allowed by the pronouncement and the method expected to be utilized by the entity, if determined; (3) discuss the impact that adoption of the pronouncement is expected to have on the financial statements of the entity, unless such impact is not known or reasonably estimable (in which case, a statement to that effect should be made) and; (4) disclos e the potential impact of other significant matters that the entity believes might result from the adoption of the pronouncement (for example, technical violations of debt covenant agreements and planned or intended changes in business practices.) New And Significant Accounting Policies [Text Block] REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS Detailed information about assets that are created when regulatory agencies permit public utilities to defer certain costs included in rate-setting to the balance sheet, which is reported as a single block of text; and description containing the entire regulatory liabilities disclosure as a single block of text. Detailed information about liabilities that result from rate actions of a regulator. Rate actions of a regulator can impose a liability on a regulated enterprise resulting in a regulatory liability; and description containing the entire regulatory balancing accounts disclosure as a single block of text. Detailed information about regulatory balancing accounts, which a re used to accumulate differences between revenues and authorized revenue requirements and to accumulate differences between incurred costs and costs recovered. Regulatory Assets Liabilitiesa And Balancing Accounts [Text Block] RESOLUTION OF REMAINING CHAPTER 11 DISPUTED CLAIMS Description of process for resolution of remaining claims by prepetition creditors Significant Matters Unresolved Since Bankruptcy Emergence Process For Resolution Of Remaining Claims [Text Block] Proceeds from issuance of short-term debt, issuance costs Preferred stock, par value (in dollars per share) Face amount or stated value per share of ($100 par) nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. Preferred Stock Par Series Value In Dollars Per Share Preferred stock, shares authorized ($100 par value) The maximum number of ($100 par) nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. Preferred Stock Series Authorized Shares In Series Preferred stock, shares issued ($100 par value) Total number of ($100 par) nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. Preferred Stock Series Issued In Shares The current period expense charged against earnings on long-lived, physical assets used in the normal conduct of business and not intended for resale to allocate or recognize the cost of assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset. Examples include buildings, production equipment and customer lists. Depreciation, amortization, and decommissioning Depreciation Amortization Decommissioning Document Information [Line Items] Document Type Document Period End Date Amendment Flag Amendment Description Entity Information [Line Items] Entity Registrant Name Entity Central Index Key Current Fiscal Year End Date Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Filer Category Entity Public Float Entity Common Stock, Shares Outstanding Notes to the Financial Statements [Abstract] Income taxes payable Income taxes payable Disputed claim and customer refund Disputed claims and customer refunds The net change during the reporting period in the principal and interest on disputed claims made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code. Statement of Stockholders' Equity [Abstract] Statement, Equity Components [Axis] Equity Component [Domain] Common Stock Reinvested Earnings Accumulated Other Comprehensive Income (Loss) Comprehensive Income Common Stock Held by Subsidiary Deferred Compensation, Share-based Payments [Member] Comprehensive Income Comprehensive Income Net Of Tax Common Stock Issued Common Stock Issued Stock Issued During Period Shares New Issues Common Stock Cancelled Stock Repurchased And Retired During Period Value Common Stock Cancelled Common Restricted Stock, Unearned Compensation Reversed in Accordance With SFAS No. 123R Unearned Compensation Reversed in Accordance With SFAS 123(R) Unearned Compensation Reversed In Accordance With SFAS123R Stock-Based Compensation Amortization Stock-based compensation amortization Common Restricted Stock Issued Stock Issued During Period Value Restricted Stock Award Gross Common Restricted Stock Issued Stock Issued During Period Shares Restricted Stock Award Gross Common Restricted Stock Cancelled Stock Issued During Period Value Restricted Stock Award Forfeitures Common Restricted Stock Cancelled StockIssued During Period Shares Restricted Stock Award Forfeited Common Restricted Stock Amortization Common Restricted Stock Amortization Common Stock Held By Subsidiary: Balance Common Stock Held by Subsidiary: Balance Other Comprehensive Income, Minimum Pension Liability Net Adjustment, Net of Tax Stock Issued During Period, Value, Share-based Compensation Common Restricted Stock Issued Aggregate value of stock related to Restricted Stock Awards issued during the period. Common Restricted Stock Cancelled Value of stock related to Restricted Stock Awards issued during the period, net of the stock value of such awards forfeited. Other Other Comprehensive Income Loss Net Of Tax Period Increase Decrease Common Stock Amount Other Other increases (decreases) in common stock Other Noncontrolling Interest - Preferred Stock of Subsidiary Schedule I Schedule II Document Information [Text Block] Entity [Text Block] Total Shareholders' Equity Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract] Discontinued Operations Common stock dividends declared but not yet paid The portion of dividends that has been declared but not yet paid. Common stock dividends declared but not yet paid Employee benefit plan adjustment - income tax expense (benefit) Other Comprehensive Income Defined Benefit Plans Tax ENERGY RECOVERY BONDS INCOME TAXES EMPLOYEE COMPENSATION PLANS Common Stock [Text Block] COMMON STOCK This element is used to capture the complete disclosure pertaining to an entity's common stock, including par or stated value per share, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, par value, and other information necessary to a fair presentation. Preferred Stock [Text Block] PREFERRED STOCK This element is used to capture the complete disclosure pertaining to an entity's preferred stock, including par or stated value per share, shares authorized, shares issued, shares outstanding, dividend per share, total dividends, par value plus additional paid in capital, and other information necessary to a fair presentation. Includes preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount, and the number of shares authorized, issued and outstanding. Decommissioning Trust Assets Description [Text Block] DECOMMISSIONING TRUST ASSETS DESCRIPTION Describes decommissioning trust assets. May include disclosures such as the purpose of the funds, funding requirements, regulatory authorities and related cost recovery aspects. 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May include disclosures such as the purpose of the funds, funding requirements,... false false false false false false false false false 1 false false 0 0 <div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><a name="36_note12">NOTE 12: NUCLEAR DECOMMISSIONING</a></font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility&#8217;s nuclear power facilities consist of two units at Diablo Canyon and the retired facility at Humboldt Bay.&#160;&#160;Nuclear decommissioning requires the safe removal of nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the Nuclear Regulatory Commission (&#8220;NRC&#8221;) license and release of the property for unrestricted use.&#160;&#160;The Utility makes contributions to trust funds (described below) to provide for the eventual decommissioning of each nuclear unit.&#160;&#160;The CPUC conducts a NDCTP every<font style="DISPLAY: inline; 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TEXT-INDENT: 0pt"><br /></div> </div> NOTE 12: NUCLEAR DECOMMISSIONING The Utility&#8217;s nuclear power facilities consist of two units at Diablo Canyon and the retired facility at false false Describes decommissioning trust assets. 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</font></td> <td align="left" valign="bottom" width="10%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="3%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="7%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width= "9%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="9%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="2%"><font style="DISPLAY: inline; 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FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Expected rates of return on plan assets were developed by determining projected stock a nd bond returns and then applying these returns to the target asset allocations of the employee benefit trusts, resulting in a weighted average rate of return on plan assets.&#160;&#160;Fixed income returns were projected based on real maturity and credit spreads added to a long-term inflation rate.&#160;&#160;Equity returns were estimated based on estimates of dividend yield and real earnings growth added to a long-term rate of inflation.&#160;&#160;For the Utility pension plan, the assumed return of 6.8% compares to a ten-year actual return of 4.7%.&#160;&#160;The rate used to discount pension and other post-retirement benefit plan liabilities was based on a yield curve developed from market data of over approximately 500 Aa-grade non-callable bonds at December 31, 2009.&#160;&#160;This yield curve has discount rates that vary based on the duration of the obligations.&#160;&#160;The estimated future cash flows for the pension and other benefit o bligations were matched to the corresponding rates on the yield curve to derive a weighted average discount rate.</font></div> <div style="DISPLAY: block; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Restricted Stock Units</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Beginning January 1, 2009, PG&amp;E Corporation awarded restricted stock units (&#8220;RSU&#8221;) instead of restricted stock as permitted by the PG&amp;E Corporation 2006 LTIP.&#160;&#160;RSUs are hypothetical shares of stock that will generally vest in 20% increments on the first business day of March in 2010, 2011, and 2012, with the remaining 40% vesting on the first business day of March 2013.&#160;&#160;Each vested RSU is settled for one share of PG&amp;E Corporation common stock.&#160;&#160;Additionally, upon settlement, RSU recipients receive payment for the amount of dividend equivalents associated with the vested RSUs that have accrued since the date of grant.</font></div> <div style="DISPLAY: block; 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MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Fair Value Measurements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility determine the fair value of certain assets and liabilities based on assumptions that market participants would use in pricing the assets or liabilities.&#160;&#160;Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, or the &#8220;exit price.&#8221;&#160;&#160;PG&amp;E Corporation and the Utility utilize a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value and give precedence to observable inputs in determining fair value.&#160;&#160;An instrument&#8217;s level within the hierarchy is based on the lowest level of any significant input to the fair value measurement.&#160;&#160;The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).&#160;&#160;Assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.&#160;&#160;(See Note 11 of the Notes to the Consolidated Financial Statements for further discussion.)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Fair Value Option</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 3 6pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility have not elected the fair value option for any assets or liabilities during the years ended December 31, 2009 and 2008.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Adoption of New Accounting Pronouncements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Disclosures about Derivative Instrum ents and Hedging Activities &#8211; an amendment of FASB Statement No. 133</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_8" style="MARGIN-LEFT: 36pt"></font>On January 1, 2009, PG&amp;E Corporation and the Utility adopted Statement of Financial Accounting Standards (&#8220;SFAS&#8221;) No. 161, &#8220;Disclosures about Derivative Instruments and Hedging Activities &#8211; an amendment of FASB Statement No. 133&#8221; (&#8220;SFAS No. 161&#8221;), which is codified in the Derivatives and Hedging Topic of the FASB ASC.&#160;&#160;SFAS No. 161 requires an entity to provide qualitative disclosures about its objectives and strategies for using derivative instruments and quantitative disc losures that detail the fair value amounts of, and gains and losses on, derivative instruments.&#160;&#160;SFAS No. 161 also requires disclosures about credit risk-related contingent features of derivative instruments.&#160;&#160;(See Note 10 of the Notes to the Consolidated Financial Statements.)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Noncontrolling Interests in Consolidated Financial Statements &#8211; an amendment of ARB No. 51</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10p t; FONT-FAMILY: Times New Roman"><font id="TAB1_9" style="MARGIN-LEFT: 36pt"></font>On January 1, 2009, PG&amp;E Corporation and the Utility adopted SFAS No. 160, &#8220;Noncontrolling Interests in Consolidated Financial Statements &#8211; an amendment of Accounting Research Bulletin No. 51&#8221; (&#8220;SFAS No. 160&#8221;), which is codified in the Consolidation Topic of the FASB ASC.&#160;&#160;SFAS No. 160 establishes accounting and reporting standards for a noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary.&#160;&#160;SFAS No. 160 defines a &#8220;noncontrolling interest,&#8221; previously called a &#8220;minority interest,&#8221; as the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent.&#160;&#160;Among other items, SFAS No. 160 requires that an entity (1) include a noncontrolling interest in its consolidated statement of financial position w ithin equity separate from the parent&#8217;s equity, (2) report amounts inclusive of both the parent&#8217;s and noncontrolling interest&#8217;s shares in consolidated net income, and (3) separately report the amounts of consolidated net income attributable to the parent and noncontrolling interest on the consolidated statement of operations.&#160;&#160;If a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary must be measured at fair value, and a gain or loss must be recognized in net income based on such fair value.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_10" style="MARGIN-LEFT: 36pt"></font>PG&amp;E Corporation has reclassified its noncontrollin g interest in the Utility from Preferred Stock of Subsidiaries to equity in PG&amp;E Corporation&#8217;s Consolidated Financial Statements in accordance with SFAS No. 160 for all periods presented.&#160;&#160;The Utility had no material noncontrolling interests in consolidated subsidiaries as of December 31, 2009 and December 31, 2008.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_11" style="MARGIN-LEFT: 36pt"></font>PG&amp;E Corporation and the Utility applied the presentation and disclosure requirements of SFAS No. 160 retrospectively.&#160;&#160;Other than the change in presentation of noncontrolling interests, adoption of SFAS No. 160 did not have a material impact on PG&amp;E Corporation&a mp;#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Subsequent Events</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_12" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted SFAS No. 165, &#8220;Subsequent Events&#8221; (&#8220;SFAS No. 165&#8221;), which is codified in the Subsequent Events Topic of the FASB ASC.&a mp;#160;&#160;SFAS No. 165 does not significantly change the prior accounting practice for subsequent events, except for the requirement to disclose the date through which an entity has evaluated subsequent events and the basis for that date.&#160;&#160;PG&amp;E Corporation and the Utility have evaluated material subsequent events through February 19, 2010, the issue date of PG&amp;E Corporation&#8217;s and the Utility&#8217;s Consolidated Financial Statements.&#160;&#160;Other than this disclosure, adoption of SFAS No. 165 did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY : Times New Roman">Recognition and Presentation of Other-Than-Temporary Impairments</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_13" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted FASB Staff Position (&#8220;FSP&#8221;) SFAS 115-2 and SFAS 124-2, &#8220;Recognition and Presentation of Other-Than-Temporary Impairments,&#8221; which is codified in the Investments &#8211; Debt and Equity Securities Topic of the FASB ASC.&#160;&#160;Under this FSP, to assess whether an other-than-temporary impairment exists for a debt security, an entity must (1) evaluate the likelihood of liquidating the debt security prior to recovering its cost basis, and (2) determine if any impairment of the debt security is related to credit losses.&#160;&#160;In addition, this FSP requires enhanced disclosures of other-than-temporary impairments on debt and equity securities in the financial statements.&#160;&#160;However, this FSP does not amend recognition and measurement guidance for other-than-temporary impairments of equity securities.&#160;&#160;Adoption of this FSP did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decr eased and Identifying Transactions That Are Not Orderly</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_14" style="MARGIN-LEFT: 36pt"></font>On June 30, 2009, PG&amp;E Corporation and the Utility adopted FSP SFAS 157-4, &#8220;Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly,&#8221; which is codified in the Fair Value Measurements and Disclosures Topic of the FASB ASC.&#160;&#160;This FSP provides guidance on estimating fair value when the volume or the level of activity for an asset or a liability has significantly decreased or when transactions are not orderly when compared with normal mark et conditions.&#160;&#160;In particular, this FSP calls for adjustments to quoted prices or historical transaction data when estimating fair value in such circumstances.&#160;&#160;This FSP also provides guidance to identify such circumstances.&#160;&#160;Furthermore, this FSP requires fair value measurement disclosures made pursuant to the Fair Value Measurements and Disclosures Topic of the FASB ASC to be categorized by major security type (i.e., based on the nature and risks of the security).&#160;&#160;(See Note 11 of the Notes to the Consolidated Financial Statements.)&#160;&#160;Other than this change, adoption of this FSP did not have a material impact on PG&amp;E Corporation&#8217;s or the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" ali gn="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Topic 105: Generally Accepted Accounting Principles &#8211; amendments based on Statement of Financial Accounting Standards No. 168 &#8211; The FASB Accounting Standards Codification<font style="DISPLAY: inline; FONT-SIZE: 70%; VERTICAL-ALIGN: text-top">TM</font> and the Hierarchy of Generally Accepted Accounting Principles</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_15" style="MARGIN-LEFT: 36pt"></font>On July 1, 2009, PG&amp;E Corporation and the Utility adopted Accounting Standards Update (&#8220;ASU&#8221;) No. 2009-01, &#8220;Topic 105: Generally Accept ed Accounting Principles &#8211; amendments based on Statement of Financial Accounting Standards No. 168 &#8211; The <font style="DISPLAY: inline; FONT-STYLE: italic">FASB Accounting Standards Codification</font><font style="DISPLAY: inline; FONT-SIZE: 70%; VERTICAL-ALIGN: text-top">TM</font> and the Hierarchy of Generally Accepted Accounting Principles&#8221; (&#8220;ASU No. 2009-01&#8221;).&#160;&#160;ASU No. 2009-01 re-defines authoritative GAAP for nongovernmental entities to comprise only the FASB ASC and, for SEC registrants, guidance issued by the SEC.&#160;&#160;The FASB ASC is a reorganization and compilation of all then-existing authoritative GAAP for nongovernmental entities, except for guidance issued by the SEC.&#160;&#160;The FASB ASC is amended to effect non-SEC changes to authoritative GAAP.&#160;&#160;Adoption of ASU No. 2009-01 only changed the referencing convention of GAAP in PG&amp;E Corporation&am p;#8217;s and the Utility&#8217;s Consolidated Financial Statements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Employers&#8217; Disclosures about Postretirement Benefit Plan Assets</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_16" style="MARGIN-LEFT: 36pt"></font>On December 31, 2009, PG&amp;E Corporation and the Utility adopted FSP SFAS 132(R)-1, &#8220;Employers&#8217; Disclosures about Postretirement Benefit Plan Asse ts,&#8221; which is codified in the Compensation &#8211; Retirement Benefits Topic of the FASB ASC.&#160;&#160;This FSP amends and expands the disclosure requirements of that Topic.&#160;&#160;In particular, this FSP requires an entity to provide qualitative disclosures about how investment allocation decisions are made, the inputs and valuation techniques used to measure the fair value of plan assets, and the concentration of risk within plan assets.&#160;&#160;In addition, this FSP requires quantitative disclosures showing the fair value of each major category of plan assets, the levels in which each asset is classified within the fair value hierarchy, and a reconciliation for the period of plan assets that are measured using significant unobservable inputs.&#160;&#160;This FSP only applies to annual reporting periods.&#160;&#160;(See Note 13 of the Notes to the Consolidated Financial Statements.)</font></div> <div style="DISP LAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Accounting Pronouncements Issued but Not Yet Adopted</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_17" style="MARGIN-LEFT: 36pt"></font>In December 2009, the FASB issued ASU No. 2009-16, &#8220;Transfers and Servicing (Topic 860) - Accounting for Transfers of Financial Assets&#8221; (&#8220;ASU No. 2009-16&#8221;).&#160;&#160;ASU No. 2009-16 eliminates the concept of a qualifying special-purpose entity and clarifies the requirements for derecognizing a financial asset and for applying sale accounting to a transfer of a financial asset.&#160;&#160;In addition, ASU No. 2009-16 requires an entity to disclose more information about transfers of financial assets; the entity&#8217;s continuing involvement, if any, with transferred financial assets; and the entity&#8217;s continuing risks, if any, from transferred financial assets.&#160;&#160;ASU No. 2009-16 is effective prospectively for PG&amp;E Corporation and the Utility beginning on January 1, 2010.&#160;&#160;PG&amp;E Corporation and t he Utility are currently evaluating the impact of ASU No. 2009-16.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_18" style="MARGIN-LEFT: 36pt"></font>In December 2009, the FASB issued ASU No. 2009-17, &#8220;Consolidations (Topic 810) - Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities&#8221; (&#8220;ASU No. 2009-17&#8221;).&#160;&#160;ASU No. 2009-17 amends the Consolidation Topic of the FASB ASC regarding when and how to determine, or re-determine, whether an entity is a VIE.&#160;&#160;In addition, ASU No. 2009-17 replaces the Consolidation Topic of the FASB ASC&#8217;s quantitative approach for determining who has a controlling financial interest in a VIE with a qualitative approach.&#160;&#160;Furthermore, ASU No. 2009-17 requires ongoing assessments of whether an entity is the primary beneficiary of a VIE.&#160;&#160;ASU No. 2009-17 is effective prospectively for PG&amp;E Corporation and the Utility beginning on January 1, 2010.&#160;&#160;PG&amp;E Corporation and the Utility are currently evaluating the impact of ASU No. 2009-17.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style=" DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_19" style="MARGIN-LEFT: 36pt"></font>In January 2010, the FASB issued ASU No. 2010-06, &#8220;Fair Value Measurements and Disclosures (Topic 820) - Improving Disclosures about Fair Value Measurements&#8221; (&#8220;ASU No. 2010-06&#8221;).&#160;&#160;ASU No. 2010-06 requires additional disclosures regarding (1) transfers into and out of Levels 1 and 2 of the fair value hierarchy, and (2) fair value measurement inputs and techniques.&#160;&#160;In addition, ASU No. 2010-06 clarifies that fair value measurement disclosures and postretirement benefit plan asset disclosures should be disaggregated beyond the line items in the balance sheet.&#160;&#160;These new disclosures and this clarification are effective prospectively for PG&amp;E Corporation and the Utility beginning on January 1, 2010.&#160;&#160;Furthermore, ASU No. 2010-06 modifies, from a net basis to a gross basis, the presentation of purchases, sales, issuances, and settlements in the disclosure of activity in Level 3 of the fair value hierarchy.&#160;&#160;This modification is effective prospectively for PG&amp;E Corporation and the Utility beginning on January 1, 2011.&#160;&#160;PG&amp;E Corporation and the Utility are currently evaluating the impact of ASU No. 2010-06.</font></div> </div> NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents Invested cash and other short-term investments with false false This element may be used to describe all significant accounting policies of the reporting entity; 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FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><a name="40_note16">NOTE 16: COMMITMENTS AND CONTINGENCIES</a></font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility have substantial financial commitments in connection with agreements entered into to support the Utility&#8217;s operating activities.&#160;&#160;PG&amp;E Corporation and the Utility also have significant contingencies arising from their operations, including contingencies related to guarantees, regulatory proceedings, nuclear operatio ns, environmental compliance and remediation, tax matters, and legal matters.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Commitments</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Utility</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FON T-STYLE: italic; FONT-FAMILY: Times New Roman">Third-Party Power Purchase Agreements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">As part of the ordinary course of business, the Utility enters into various agreements to purchase power and electric capacity.&#160;&#160;The price of purchased power may be fixed or variable.&#160;&#160;Variable pricing is generally based on the current market price of either gas or electricity at the date of purchase.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-STYLE: italic">Qualifying Facility Power Purchase Agreements</font> &#8211; Under the Public Utility Regulatory Policies Act of 1978 (&#8220;PURPA&#8221;), electric utilities are required to purchase energy and capacity from independent power producers that are qualifying co-generation facilities and qualifying small power production facilities (&#8220;QFs&#8221;).&#160;&#160;To implement the purchase requirements of PURPA, the CPUC required California investor-owned electric utilities to enter into long-term power purchase agreements with QFs and approved the applicable terms and conditions, prices, and eligibility requirements.&#160;&#160;These agreements require the Utility to pay for energy and capacity.&#160;&#160;Energy payments are based on the QF&#8217;s actual electrical output and CPUC-approved energy prices, while capacity payments are based on the QF&#8217;s total available capa city and contractual capacity commitment.&#160;&#160;Capacity payments may be adjusted if the QF exceeds or fails to meet performance requirements specified in the applicable power purchase agreement.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Energy Policy Act of 2005 significantly amended the purchase requirements of PURPA.&#160; As amended, Section 210(m) of PURPA authorizes the FERC to waive the obligation of an electric utility under Section 210 of PURPA to purchase the electricity offered to it by a QF (under a new contract or obligation) if the FERC finds the QF has nondiscriminatory access to one of three defined categories of competitive wholesale electricity markets.&#160; The statute permits such waivers as to a par ticular QF or on a &#8220;service territory-wide basis.&#8221; &#160;</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">As of December 31, 2009, the Utility had agreements with approximately 240 QFs for approximately 3,900 MW that are in operation.&#160;&#160;Agreements for approximately 3,600 MW expire at various dates between 2010 and 2028.&#160;&#160;QF power purchase agreements for approximately 300 MW have no specific expiration dates and will terminate only when the owner of the QF exercises its termination option.&#160;&#160;The Utility also has power purchase agreements with approximately 75 inoperative QFs.&#160;&#160;The total of approximately 3,900 MW consists of approximately 2,500 MW from cogenerat ion projects and approximately 1,400 MW from renewable sources.&#160;&#160;QF power purchase agreements accounted for 17%, 18%, and 20% of the Utility&#8217;s 2009, 2008, and 2007 electricity sources, respectively.&#160;&#160;No single QF accounted for more than 5% of the Utility&#8217;s 2009, 2008, or 2007 electricity sources.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-STYLE: italic">Irrigation Districts and Water Agencies</font> &#8211; The Utility has contracts with various irrigation districts and water agencies to purchase hydroelectric power.&#160;&#160;Under these contracts, the Utility must make specified semi-annual minimum payments based on the irrigation districts&#8217; and water agencies&#8217; debt service requirements, whether or not any hydroelectric power is supplied, and variable payments for operation and maintenance costs incurred by the suppliers.&#160;&#160;These contracts expire on various dates from 2010 to 2031.&#160;&#160;The Utility&#8217;s irrigation district and water agency contracts accounted for 3%, 2%, and 3%, of the Utility&#8217;s electricity sources in 2009, 2008, and 2007, respectively.&#160;&#160;Irrigation districts and water agencies consist of small and large hydro plants.&#160;&#160;Purchases of electricity from small hydro plants are counted towards the Utility&#8217;s renewable portfolio standard (&#8220;RPS&#8221;) goal.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY : inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-STYLE: italic">Renewable Energy Contracts</font> &#8211; California law requires retail sellers of electricity, such as the Utility, to comply with an RPS by increasing their purchases of renewable energy (such as biomass, small hydroelectric, wind, solar, and geothermal energy), so that the amount of electricity delivered from eligible renewable resources equals at least 20% of their total retail sales by the end of 2010.&#160;&#160;If a retail seller is unable to meet its target for a particular year, the current CPUC &#8220;flexible compliance&#8221; rules allow the deficit to be carried forward for up to three years so that future deliveries of renewable power can be used to make up the deficit.&#160;&#160;The Utility has entered into various contracts to purchase renewable energy to help the Utility meet the current RPS requirement.&#160;&#160;In gener al, renewable contract payments consist primarily of per megawatt hour (&#8220;MWh&#8221;) payments and either a small or no fixed capacity payment, as opposed to contracts with non-renewable sources, which generally include both a per MWh payment and a fixed capacity payment.&#160;&#160;As shown in the table below, the Utility&#8217;s commitments for energy payments under these renewable energy agreements are expected to grow significantly, assuming that the facilities are timely developed.&#160;&#160;Renewable energy provided under these agreements contracts accounted for 7%, 5%, and 3% of the Utility&#8217;s 2009, 2008, and 2007 electricity sources, respectively.&#160;&#160;No single supplier accounted for more than 5% of the Utility&#8217;s 2009, 2008, or 2007 electricity sources.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDEN T: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-STYLE: italic">Other Purchase Agreements</font> &#8211; In accordance with the Utility&#8217;s CPUC-approved long-term procurement plans, the Utility has entered into several power purchase agreements with third parties.&#160;&#160;The Utility&#8217;s obligations under a portion of these agreements are contingent on the third party&#8217;s development of a new generation facility to provide the power to be purchased by the Utility under the agreements.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-STYLE: italic">Annual Receipts and Payments</font> &#8211; 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TEXT-INDENT: 0pt"><br /></div> <div align="center"> <table cellpadding="0" cellspacing="0" width="80%" style="FONT-SIZE: 11pt; FONT-FAMILY: times new roman; FONT-SIZE: 11pt; FONT-FAMILY: times new roman"> <tr> <td align="left" valign="bottom" width="88%"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">(in millions)</font></div> </td> <td align="left" valign="middle" width="1%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" colspan="2" valign="bottom" width="10%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160;</font></td> <td align="left" valign="bottom" width="1%"><font s tyle="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> </tr><tr bgcolor="#cceeff"> <td align="left" valign="bottom" width="88%"> <div style="DISPLAY: block; 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FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="right" valign="bottom" width="9%"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman"> 44&#160;</font></div> </td> <td valign="bottom" width="1%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> </tr><tr bgcolor="white"> <td align="left" valign="bottom" width="88%" style="PADDING-BOTTOM: 2px"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">Thereafter</font></div> </td> <td align="left" valign="middle" width="1%" style="PADDING-BOTTOM: 2px"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="1%" style="BORDER-BOTTOM: black 2px solid"><font style="DISPLAY: inline; 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TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Nuclear Fuel Agreements</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt">& lt;br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility has entered into several purchase agreements for nuclear fuel.&#160;&#160;These agreements have terms ranging from 1 to 16 years and are intended to ensure long-term fuel supply.&#160;&#160;The contracts for uranium and for conversion and enrichment services provide for 100% coverage of reactor requirements through 2014, while contracts for fuel fabrication services provide for 100% coverage of reactor requirements through 2011.&#160;&#160;The Utility relies on a number of international producers of nuclear fuel in order to diversify its sources and provide security of supply.&#160;&#160;Pricing terms are also diversified, ranging from market-based prices to base prices that are escalated using published indices.&#160;&#160;New agreeme nts are primarily based on forward market pricing and will begin to impact nuclear fuel costs starting in 2010.</font></div> <div style="DISPLAY: block; 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MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">2013</font></div> </td> <td align="left" valign="middle" width="1%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valig n="bottom" width="1%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="right" valign="bottom" width="9%"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">118</font></div> </td> <td align="left" valign="bottom" width="1%"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> </tr><tr bgcolor="#cceeff"> <td align="left" valign="bottom" width="88%"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; 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FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="1%" style="BORDER-BOTTOM: black 2px solid"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="right" valign="bottom" width="9%" style="BORDER-BOTTOM: black 2px solid"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">1,096</font></div> </td> <td align="left" valign="bottom" width="1%" style="PADDING-BOTTOM: 2px"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> </tr><tr bgcolor="#cceeff"> <td align="left" valign="bottom" width="88%" style="PADDING-BOTTOM: 4px"> <div style="DISPLAY: block; MARGIN-LEFT: 9pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">Total</font></div> </td> <td align="left" valign="middle" width="1%" style="PADDING-BOTTOM: 4px"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> <td align="left" valign="bottom" width="1%" style="BORDER-BOTTOM: black 4px double"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left "><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">$</font></div> </td> <td align="right" valign="bottom" width="9%" style="BORDER-BOTTOM: black 4px double"> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="right"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">1,657</font></div> </td> <td align="left" valign="bottom" width="1%" style="PADDING-BOTTOM: 4px"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: times new roman">&#160; </font></td> </tr></table> </div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; 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Certain leases on office facilities contain escalation clauses requiring annual increases in rent ranging from 1% to 11%.&#160;&#160;The rentals payable under these leases may increase by a fixed amount each year, a percentage of a base year, or the consumer price index.&#160;&#160;Most leases contain extension options ranging between one and five years.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Underground Electric Facilities</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font id="TAB1_0" style="MARGIN-LEFT: 36pt"></font>At Dec ember 31, 2009, the Utility was committed to spending approximately $237 million for the conversion of existing overhead electric facilities to underground electric facilities.&#160;&#160;These funds are conditionally committed depending on the timing of the work, including the schedules of the respective cities, counties, and telephone utilities involved.&#160;&#160;The Utility expects to spend approximately $40 million to $80 million each year in connection with these projects.&#160;&#160;Consistent with past practice, the Utility expects that these capital expenditures will be included in rate base as each individual project is completed and recoverable in rates charged to customers.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="justify"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-F AMILY: Times New Roman">Contingencies</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation retains a guarantee related to certain obligations of its former subsidiary, NEGT, that were issued to the purchaser of an NEGT subsidiary company in 2000.&#160;&#160;PG&amp;E Corporation&#8217;s primary remaining exposure relates to any potential environmental obligations that were known to NEGT at the time of the sale but not disclosed to the purchaser, and is limited to $150 million.&#160;&#160;PG&amp;E Corporation has not received any claims nor does it consider it probable that any claims will be made under the guarantee.&#160;&#160;PG&amp;E Corporation believes that its potential exposure under this guarantee would not have a material impact on its financial condition or results of operations.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman"><font style="DISPLAY: inline; FONT-WEIGHT: bold">Utility</font></font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" al ign="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Energy Efficiency Programs and Incentive Ratemaking</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The CPUC has established a ratemaking mechanism to provide incentives to the California investor-owned utilities to meet the CPUC&#8217;s energy savings goals through implementation of the utilities&#8217; energy efficiency programs.&#160;&#160;In accordance with this mechanism, the CPUC has awarded the Utility incentive revenues totaling $75 million through December 31, 2009 based on the energy savings achieved through implementation of the Utility&#8217;s energy efficiency programs during the 2006 th rough 2008 program cycle.</font></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Consistent with the incentive award process previously adopted by the CPUC, the CPUC held back an additional $40.3 million of incentive revenues, subject to the true-up process to be completed in 2010.&#160;&#160;The Utility has not recognized any portion of the $40.3 million held back in revenues.&#160;&#160;The CPUC adopted a schedule for the final true-up process that calls for a final decision by the end of 2010.&#160;&#160;PG&amp;E Corporation and the Utility are unable to predict the amount, if any, of the $40.3 million holdback that the Utility may receive after the true-up process is completed.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPL AY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Spent Nuclear Fuel Storage Proceedings</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">As part of the Nuclear Waste Policy Act of 1982, Congress authorized the U.S. Department of Energy (&#8220;DOE&#8221;) and electric utilities with commercial nuclear power plants to enter into contracts under which the DOE would be required to dispose of the utilities&#8217; spent nuclear fuel and high-level radioactive waste no later than January 31, 1998, in exchange for fees paid by the utilities.&#160;&#160;In 1983, the DOE entered into a contra ct with the Utility to dispose of nuclear waste from the Utility&#8217;s two nuclear generating units at Diablo Canyon and its retired nuclear facility at Humboldt Bay.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Because the DOE failed to develop a permanent storage site, the Utility obtained a permit from the NRC to build an on-site dry cask storage facility to store spent fuel through at least 2024.&#160;&#160;The construction of the dry cask storage facility is complete.&#160;&#160;During 2009 the Utility moved all the spent nuclear fuel that was scheduled to be moved into dry cask storage.&#160;&#160;An appeal of the NRC&#8217;s issuance of the permit is still pending in the U.S. Court of Appeals for the Ninth Ci rcuit.&#160;&#160;The appellants claim that the NRC failed to adequately consider environmental impacts of a potential terrorist attack at Diablo Canyon.&#160;&#160;It is uncertain when the appeal will be addressed by the Ninth Circuit.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">As a result of the DOE&#8217;s failure to build a repository for nuclear waste, the Utility and other nuclear power plant owners sued the DOE to recover costs that they incurred to build on-site spent nuclear fuel storage facilities.&#160; The Utility seeks to recover $92 million of costs that it incurred through 2004.&#160; After several years of litigation, in 2008 the U.S. Court of Appeals for the Federal Circuit (&#8220;Federal Circuit&a mp;#8221;) issued an order clarifying the method to calculate damages to be awarded to the utilities for breach of their contracts by the DOE. &#160;Although the DOE has conceded that the Utility is entitled to recover approximately $82 million based on this method, the DOE continues to challenge the method in related litigation. &#160;In October 2009, a trial was held in the U.S. Federal Court of Claims to determine the amounts owed to the Utility based on the methodology approved by the Federal Circuit.&#160; The parties are waiting for the court to issue its decision.&#160; The Utility also will seek to recover costs incurred after 2004 to build on-site storage facilities.&#160;</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG& amp;amp;E Corporation and the Utility are unable to predict the amount and timing of any recoveries that the Utility will receive from the DOE.&#160;&#160;Amounts recovered from the DOE will be credited to customers.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-STYLE: italic; FONT-FAMILY: Times New Roman">Nuclear Insurance</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility has several types of nuclear insurance for the two nuclear operating units at Diablo Canyon and for its retired nuclear gene ration facility at Humboldt Bay Unit 3.&#160;&#160;The Utility has insurance coverage for property damages and business interruption losses as a member of Nuclear Electric Insurance Limited (&#8220;NEIL&#8221;).&#160;&#160;NEIL is a mutual insurer owned by utilities with nuclear facilities.&#160;&#160;NEIL provides property damage and business interruption coverage of up to $3.24 billion per incident for Diablo Canyon.&#160; In addition, NEIL provides $131 million of property damage insurance for Humboldt Bay Unit 3.&#160;&#160;Under this insurance, if any nuclear generating facility insured by NEIL suffers a catastrophic loss causing a prolonged outage, the Utility may be required to pay an additional premium of up to $39.7 million per one-year policy term.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">NEIL also provides coverage for damages caused by acts of terrorism at nuclear power plants.&#160;&#160;Under the Terrorism Risk Insurance Program Reauthorization Act of 2007 (&#8220;TRIPRA&#8221;), acts of terrorism may be &#8220;certified&#8221; by the Secretary of the Treasury.&#160;&#160;For a certified act of terrorism, NEIL can obtain compensation from the federal government and will provide up to the full policy limits to the Utility for an insured loss.&#160;&#160;If one or more non-certified acts of terrorism cause property damage covered under any of the nuclear insurance policies issued by NEIL to any NEIL member, the maximum recovery under all those nuclear insurance policies may not exceed $3.24 billion within a 12-month period plus the additional amounts recovered by NEIL for these losses from reinsurance.&#160;&#160;(TRIPRA extends the T errorism Risk Insurance Act of 2002 through December 31, 2014.)</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Under the Price-Anderson Act, public liability claims from a nuclear incident are limited to $12.5 billion.&#160;&#160;As required by the Price-Anderson Act, the Utility purchased the maximum available public liability insurance of $300 million for Diablo Canyon.&#160;&#160;The balance of the $12.5 billion of liability protection is covered by a loss-sharing program among utilities owning nuclear reactors.&#160;&#160;Under the Price-Anderson Act, owner participation in this loss-sharing program is required for all owners of nuclear reactors that are licensed to operate, designed for the production of electrical energy, and have a rated capacity of 100 MW or higher.&#160;&#160;If a nuclear incident results in costs in excess of $300 million, then the Utility may be responsible for up to $117.5 million per reactor, with payments in each year limited to a maximum of $17.5 million per incident until the Utility has fully paid its share of the liability.&#160;&#160;Since Diablo Canyon has two nuclear reactors, each with a rated capacity of over 100 MW, the Utility may be assessed up to $235 million per incident, with payments in each year limited to a maximum of $35 million per incident.&#160;&#160;Both the maximum assessment per reactor and the maximum yearly assessment are adjusted for inflation at least every five years.&#160;&#160;The next scheduled adjustment is due on or before October 29, 2013.</font></div> <div style="DISPLAY: block; 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FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility recently contacted the owners of property located on three former MGP sites in urban, residential areas of San Francisco to offer to test the soil for residues, and depending on the results of such tests, to take appropriate remedial action.&#160;&#160;Until the Utility&#8217;s investigation is complete, the extent of the Utility&#8217;s obligation to remediate is established, and remedial actions are determined, the Utility is unable to determine the amounts it may spend in the future to remediate these sites. As a result, no amounts have been accrued for these sites (other than investigative costs).</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The Utility expects to recover $291 million of the $586 million environmental remediation liability, in accordance with a CPUC-approved ratemaking mechanism u nder which the Utility is authorized to recover 90% of hazardous waste remediation costs without a reasonableness review. (Environmental remediation associated with the Hinkley natural gas compressor site is not recoverable under this mechanism.)&#160;&#160;In addition, the CPUC and the FERC have authorized the Utility to recover in rates approximately $130 million relating to remediation costs at fossil decommissioning sites and certain of the Utility&#8217;s transmission stations.&#160;&#160;The Utility also recovers its costs from insurance carriers and from other third parties whenever possible.&#160; Any amounts collected in excess of the Utility&#8217;s ultimate obligations may be subject to refund to customers.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZ E: 10pt; FONT-FAMILY: Times New Roman">Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, estimated costs may vary significantly from actual costs, and the amount of additional future costs may be material to results of operations in the period in which they are recognized.&#160;&#160;The Utility&#8217;s undiscounted future costs could increase to as much as $1 billion if the other potentially responsible parties are not financially able to contribute to these costs or if the extent of contamination or necessary remediation is greater than anticipated, and could increase further if the Utility chooses to remediate beyond regulatory requirements.&#160;&#160;In addition, it is reasonably possible that the Utility will incur losses related to certain MGP sites located in San Francisco but the Utility is unable to reasonably estimate the amount of such loss.</font></div> <div style="DISPLAY: blo ck; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 0pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-WEIGHT: bold; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">Legal Matters</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility are subject to various laws and regulations and, in the normal course of business, PG&amp;E Corporation and the Utility are named as parties in a number of claims and lawsuits.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><fo nt style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">PG&amp;E Corporation and the Utility make a provision for a liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated.&#160;&#160;These accruals, and the estimates of any additional reasonably possible losses, are reviewed quarterly and are adjusted to reflect the impacts of negotiations, discovery, settlements and payments, rulings, advice of legal counsel, and other information and events pertaining to a particular matter.&#160;&#160;In assessing such contingencies, PG&amp;E Corporation&#8217;s and the Utility&#8217;s policy is to exclude anticipated legal costs.</font></div> <div style="DISPLAY: block; TEXT-INDENT: 0pt"><br /></div> <div style="DISPLAY: block; MARGIN-LEFT: 0pt; TEXT-INDENT: 36pt; MARGIN-RIGHT: 0pt" align="left"><font style="DISPLAY: inline; FONT-SIZE: 10pt; FONT-FAMILY: Times New Roman">The accrued liability for legal matters is included in PG&amp;E Corporation&#8217;s and the Utility&#8217;s Current Liabilities &#8211; Other in the Consolidated Balance Sheets, and totaled $57 million at December 31, 2009 and $72 million at December 31, 2008.&#160;&#160;After consideration of these accruals, PG&amp;E Corporation and the Utility do not expect that losses associated with legal matters will have a material adverse impact on their financial condition and results of operations.</font></div> </div> NOTE 16: COMMITMENTS AND CONTINGENCIES PG&amp;E Corporation and the Utility have substantial financial commitments in connection with agreements false false No definition available. 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No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Net change in commercial paper balance. No authoritative reference available. No authoritative reference available. No authoritative reference available. Property plant and equipment are reported at their original cost. These original costs include labor and materials, construction overhead, and allowance for funds used during construction ("AFUDC"). Amount does not include depreceiation. No authoritative reference available. The change in beginning and ending of period Regulatory balance account, net balances. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Total number of ($100 par) nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. This element is used to capture the complete disclosure pertaining to an entity's preferred stock, including par or stated value per share, shares authorized, shares issued, shares outstanding, dividend per share, total dividends, par value plus additional paid in capital, and other information necessary to a fair presentation. Includes preferred stocks which are not redeemable or redeemable solely at the option of the issuer. Includes preferred stock with redemption features that are solely within the control of the issuer. If more than one issue is outstanding, state the title of each issue and the corresponding dollar amount, and the number of shares authorized, issued and outstanding. No authoritative reference available. Energy delivered but not billed at the end of the period. No authoritative reference available. The current period expense, as reported in the income statement, charged against earnings on long-lived, physical assets used in the normal conduct of business and not intended for resale to allocate or recognize the cost of assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset. Examples include buildings, production equipment and customer lists. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. This element may be used to describe all significant accounting policies of the reporting entity; and for a new accounting pronouncement that has been issued but not yet adopted, an entity's disclosure should (1) describe the new pronouncement, the date that adoption is required and the date that the entity plans to adopt, if earlier; (2) discuss the methods of adoption allowed by the pronouncement and the method expected to be utilized by the entity, if determined; (3) discuss the impact that adoption of the pronouncement is expected to have on the financial statements of the entity, unless such impact is not known or reasonably estimable (in which case, a statement to that effect should be made) and; (4) disclose the potential impact of other significant matters that the entity believes might result from the adoption of the pronouncement (for example, technical violations of debt covenant agreements and planned or intended changes in business practices.) No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Total number of restricted common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Property plant and equipment are reported at their original cost. These original costs include labor and materials, construction overhead, and allowance for funds used during construction ("AFUDC"). Amount does not include depreceiation. No authoritative reference available. Costs of natural gas includes the purchase costs of natural gas and transporation costs on interstate pipelines, but excludes the transportation costs for non-core customers. No authoritative reference available. Proceeds from sale or maturity of investments in the nuclear decommissioning trust are classified as investing activities and are reported on a gross basis. No authoritative reference available. No authoritative reference available. No authoritative reference available. The current period expense charged against earnings on long-lived, physical assets used in the normal conduct of business and not intended for resale to allocate or recognize the cost of assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset. Examples include buildings, production equipment and customer lists. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Detailed information about assets that are created when regulatory agencies permit public utilities to defer certain costs included in rate-setting to the balance sheet, which is reported as a single block of text; and description containing the entire regulatory liabilities disclosure as a single block of text. Detailed information about liabilities that result from rate actions of a regulator. Rate actions of a regulator can impose a liability on a regulated enterprise resulting in a regulatory liability; and description containing the entire regulatory balancing accounts disclosure as a single block of text. Detailed information about regulatory balancing accounts, which are used to accumulate differences between revenues and authorized revenue requirements and to accumulate differences between incurred costs and costs recovered. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Repayments (maturies) of rate reduction bonds. Rate reduction bond are secured by a cashflow stream generated by a fee charged to utility consumers. No authoritative reference available. No authoritative reference available. No authoritative reference available. Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid within one year or the normal operating cycle, if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid after one year or beyond the operating cycle if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. The change in beginning and ending of period other noncurrent assets and liabilities balances. No authoritative reference available. No authoritative reference available. No authoritative reference available. Regulatory balancing accounts record the differences between revenues and costs that can be recovered through rates. Sales balancing accounts accumulate differences between revenues and authorized revenue requirements. Cost balancing accounts accumulate differences between incurred costs and authorized revenue requirements. Under-collections that are probable of recovery through regulated rates are recorded as regulatory balancing account assets. Over-collections that are probable of being credited to customers are recorded as regulatory balancing account liabilities. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Repayments (maturies) of energy recovery bonds. Energy recovery are secured by a cashflow stream generated by a fee charged to utility consumers. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Regulatory balancing accounts are used to accumulate differences between revenues and authorized revenue requirements and to accumulate differences between incurred costs and costs recovered. Regulatory balancing accounts receivable represents under-collections that are probably of recovery through regulated rates and are expected to be recovered within the next 12 months. No authoritative reference available. The maximum number of ($100 par) nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws. No authoritative reference available. No authoritative reference available. No authoritative reference available. Stock-based compensation amortization No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. The portion of dividends that has been declared but not yet paid. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. The net change during the reporting period in the principal and interest on disputed claims made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code. No authoritative reference available. Describes decommissioning trust assets. May include disclosures such as the purpose of the funds, funding requirements, regulatory authorities and related cost recovery aspects. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Face amount or stated value per share of ($100 par) nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer); generally not indicative of the fair market value per share. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. Carrying amount as of the balance sheet date of of principal and interest on disputed claims made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code. No authoritative reference available. Description of process for resolution of remaining claims by prepetition creditors No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. No authoritative reference available. This element is used to capture the complete disclosure pertaining to an entity's common stock, including par or stated value per share, shares authorized, shares issued, shares outstanding, number and dollar amount of shares held in an employee trust, dividend per share, total dividends, par value, and other information necessary to a fair presentation. No authoritative reference available. 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No authoritative reference available. false false 1 2 false UnKnown UnKnown UnKnown false true XML 52 R1.xml IDEA: CONSOLIDATED STATEMENTS OF INCOME 1.0.0.3 false CONSOLIDATED STATEMENTS OF INCOME (USD $) In Millions, except Per Share data false 1 $ false false u000 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 u001 Standard http://www.xbrl.org/2003/instance shares xbrli 0 u002 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 false 2 $ false false u000 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 u001 Standard http://www.xbrl.org/2003/instance shares xbrli 0 u002 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 false 3 $ false false u000 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 u001 Standard http://www.xbrl.org/2003/instance shares xbrli 0 u002 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 3 1 us-gaap_RevenuesAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false 3 false false 0 0 false false No definition available. false 4 2 us-gaap_ElectricUtilityRevenue us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 true true 10257000000 10257 false false 2 true true 10738000000 10738 false false 3 true true 9480000000 9480 false false No definition available. No authoritative reference available. false 5 2 us-gaap_GasDomesticRegulatedRevenue us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 3142000000 3142 false false 2 false true 3890000000 3890 false false 3 false true 3757000000 3757 false false No definition available. No authoritative reference available. false 6 2 us-gaap_Revenues us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 13399000000 13399 false false 2 false true 14628000000 14628 false false 3 false true 13237000000 13237 false false No definition available. No authoritative reference available. true 7 1 us-gaap_OperatingCostsAndExpensesAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false 3 false false 0 0 false false No definition available. false 8 2 us-gaap_CostOfPurchasedPower us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 3711000000 3711 false false 2 false true 4425000000 4425 false false 3 false true 3437000000 3437 false false No definition available. No authoritative reference available. false 9 2 pcg_CostOfNaturalGas pcg false debit duration monetary Costs of natural gas includes the purchase costs of natural gas and transporation costs on interstate pipelines, but excludes... false false false false false false false false false 1 false true 1291000000 1291 false false 2 false true 2090000000 2090 false false 3 false true 2035000000 2035 false false Costs of natural gas includes the purchase costs of natural gas and transporation costs on interstate pipelines, but excludes the transportation costs for non-core customers. No authoritative reference available. false 10 2 us-gaap_UtilitiesOperatingExpenseMaintenanceAndOperations us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 4346000000 4346 false false 2 false true 4201000000 4201 false false 3 false true 3881000000 3881 false false No definition available. No authoritative reference available. false 11 2 pcg_DepreciationAmortizationDecomissioningIncomeStatement pcg false debit duration monetary The current period expense, as reported in the income statement, charged against earnings on long-lived, physical assets used... false false false false false false false false false 1 false true 1752000000 1752 false false 2 false true 1651000000 1651 false false 3 false true 1770000000 1770 false false The current period expense, as reported in the income statement, charged against earnings on long-lived, physical assets used in the normal conduct of business and not intended for resale to allocate or recognize the cost of assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset. Examples include buildings, production equipment and customer lists. No authoritative reference available. false 12 2 us-gaap_OperatingCostsAndExpenses us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 11100000000 11100 false false 2 false true 12367000000 12367 false false 3 false true 11123000000 11123 false false No definition available. No authoritative reference available. true 13 1 us-gaap_OperatingIncomeLoss us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 2299000000 2299 false false 2 false true 2261000000 2261 false false 3 false true 2114000000 2114 false false No definition available. No authoritative reference available. true 14 1 us-gaap_InvestmentIncomeInterest us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 33000000 33 false false 2 false true 94000000 94 false false 3 false true 164000000 164 false false No definition available. No authoritative reference available. false 15 1 us-gaap_InterestExpense us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true -705000000 -705 false false 2 false true -728000000 -728 false false 3 false true -762000000 -762 false false No definition available. No authoritative reference available. false 16 1 us-gaap_OtherNonoperatingIncomeExpense us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 67000000 67 false false 2 false true -4000000 -4 false false 3 false true 43000000 43 false false No definition available. No authoritative reference available. false 17 1 us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 1694000000 1694 false false 2 false true 1623000000 1623 false false 3 false true 1559000000 1559 false false No definition available. No authoritative reference available. true 18 1 us-gaap_IncomeTaxExpenseBenefit us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 460000000 460 false false 2 false true 425000000 425 false false 3 false true 539000000 539 false false No definition available. No authoritative reference available. false 19 1 us-gaap_IncomeLossFromContinuingOperations us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 1234000000 1234 false false 2 false true 1198000000 1198 false false 3 false true 1020000000 1020 false false No definition available. No authoritative reference available. true 20 1 us-gaap_IncomeLossFromDiscontinuedOperationsNetOfTaxAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false 3 false false 0 0 false false No definition available. false 21 2 us-gaap_IncomeTaxRefundsDiscontinuedOperations us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 0 0 false false 2 false true 154000000 154 false false 3 false true 0 0 false false No definition available. No authoritative reference available. false 22 1 us-gaap_ProfitLoss us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 false true 1234000000 1234 false false 2 false true 1352000000 1352 false false 3 false true 1020000000 1020 false false No definition available. No authoritative reference available. true 23 1 us-gaap_PreferredStockDividendsAndOtherAdjustments us-gaap true debit duration monetary No definition available. false false false false false false false false false 1 false true 14000000 14 false false 2 false true 14000000 14 false false 3 false true 14000000 14 false false No definition available. No authoritative reference available. false 24 1 us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic us-gaap true credit duration monetary No definition available. false false false false false false false false false 1 true true 1220000000 1220 false false 2 true true 1338000000 1338 false false 3 true true 1006000000 1006 false false No definition available. No authoritative reference available. true 25 1 us-gaap_WeightedAverageNumberOfSharesOutstandingBasic us-gaap true na duration shares No definition available. false false false false false false false false false 1 false true 368000000 368 false false 2 false true 357000000 357 false false 3 false true 351000000 351 false false No definition available. No authoritative reference available. false 26 1 us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding us-gaap true na duration shares No definition available. false false false false false false false false false 1 false true 386000000 386 false false 2 false true 358000000 358 false false 3 false true 353000000 353 false false No definition available. No authoritative reference available. false 27 1 us-gaap_IncomeLossFromContinuingOperationsPerBasicShare us-gaap true na duration decimal No definition available. false false false false false false false false true 1 true true 3.25 3.25 false false 2 true true 3.23 3.23 false false 3 true true 2.79 2.79 false false No definition available. No authoritative reference available. false 28 1 us-gaap_EarningsPerShareBasic us-gaap true na duration decimal No definition available. false false false false false false false false true 1 true true 3.25 3.25 false false 2 true true 3.64 3.64 false false 3 true true 2.79 2.79 false false No definition available. No authoritative reference available. false 29 1 us-gaap_IncomeLossFromContinuingOperationsPerDilutedShare us-gaap true na duration decimal No definition available. false false false false false false false false true 1 true true 3.20 3.20 false false 2 true true 3.22 3.22 false false 3 true true 2.78 2.78 false false No definition available. No authoritative reference available. false 30 1 us-gaap_EarningsPerShareDiluted us-gaap true na duration decimal No definition available. false false false false false false false false true 1 true true 3.20 3.20 false false 2 true true 3.63 3.63 false false 3 true true 2.78 2.78 false false No definition available. No authoritative reference available. false 31 1 us-gaap_CommonStockDividendsPerShareDeclared us-gaap true na duration decimal No definition available. false false false false false false false false true 1 true true 1.68 1.68 false false 2 true true 1.56 1.56 false false 3 true true 1.44 1.44 false false No definition available. No authoritative reference available. false false 3 29 false Millions Millions Hundreds false true XML 53 R2.xml IDEA: CONSOLIDATED BALANCE SHEETS 1.0.0.3 false CONSOLIDATED BALANCE SHEETS (USD $) In Millions false 1 $ false false u000 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 u001 Standard http://www.xbrl.org/2003/instance shares xbrli 0 u002 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 false 2 $ false false u000 Standard http://www.xbrl.org/2003/iso4217 USD iso4217 0 u001 Standard http://www.xbrl.org/2003/instance shares xbrli 0 u002 Divide http://www.xbrl.org/2003/iso4217 USD iso4217 http://www.xbrl.org/2003/instance shares xbrli 0 4 2 us-gaap_AssetsCurrentAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 5 3 us-gaap_CashAndCashEquivalentsAtCarryingValue us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 true true 527000000 527 false false 2 true true 219000000 219 false false No definition available. No authoritative reference available. false 6 3 us-gaap_RestrictedCashAndCashEquivalentsAtCarryingValue us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 633000000 633 false false 2 false true 1290000000 1290 false false No definition available. No authoritative reference available. false 7 3 us-gaap_AccountsReceivableNetCurrentAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 8 4 us-gaap_AccountsReceivableNetCurrent us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 1609000000 1609 false false 2 false true 1751000000 1751 false false No definition available. 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No authoritative reference available. false 13 4 us-gaap_InventoryRawMaterialsAndSupplies us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 200000000 200 false false 2 false true 191000000 191 false false No definition available. No authoritative reference available. false 14 3 us-gaap_IncomeTaxesReceivable us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 127000000 127 false false 2 false true 120000000 120 false false No definition available. 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No authoritative reference available. true 25 2 us-gaap_RegulatedEntityOtherAssetsNoncurrentAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 26 3 us-gaap_RegulatoryAssetsNoncurrent us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 5522000000 5522 false false 2 false true 5996000000 5996 false false No definition available. No authoritative reference available. false 27 3 us-gaap_DecommissioningFundInvestments us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 1899000000 1899 false false 2 false true 1718000000 1718 false false No definition available. 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No authoritative reference available. true 31 2 us-gaap_Assets us-gaap true debit instant monetary No definition available. false false false false false false false false false 1 false true 42945000000 42945 false false 2 false true 40860000000 40860 false false No definition available. No authoritative reference available. true 33 2 us-gaap_LiabilitiesCurrentAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 34 3 us-gaap_ShortTermBorrowings us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 833000000 833 false false 2 false true 287000000 287 false false No definition available. No authoritative reference available. false 35 3 us-gaap_LongTermDebtCurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 342000000 342 false false 2 false true 600000000 600 false false No definition available. No authoritative reference available. false 36 3 pcg_EnergyRecoveryBondsClassifiedAsCurrent pcg false credit instant monetary Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid within one... false false false false false false false false false 1 false true 386000000 386 false false 2 false true 370000000 370 false false Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid within one year or the normal operating cycle, if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). No authoritative reference available. false 37 3 us-gaap_AccountsPayableCurrentAndNoncurrentAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 38 4 us-gaap_AccountsPayableCurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 984000000 984 false false 2 false true 1096000000 1096 false false No definition available. No authoritative reference available. false 39 4 pcg_DisputedClaimsAndCustomerRefunds pcg false credit instant monetary Carrying amount as of the balance sheet date of of principal and interest on disputed claims made by electricity suppliers in... false false false false false false false false false 1 false true 773000000 773 false false 2 false true 1580000000 1580 false false Carrying amount as of the balance sheet date of of principal and interest on disputed claims made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code. No authoritative reference available. false 40 4 pcg_RegulatoryBalancingAccountsLiabilties pcg false credit instant monetary Regulatory balancing accounts record the differences between revenues and costs that can be recovered through rates. Sales... false false false false false false false false false 1 false true 281000000 281 false false 2 false true 730000000 730 false false Regulatory balancing accounts record the differences between revenues and costs that can be recovered through rates. Sales balancing accounts accumulate differences between revenues and authorized revenue requirements. Cost balancing accounts accumulate differences between incurred costs and authorized revenue requirements. Under-collections that are probable of recovery through regulated rates are recorded as regulatory balancing account assets. Over-collections that are probable of being credited to customers are recorded as regulatory balancing account liabilities. 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No authoritative reference available. false 49 3 pcg_EnergyRecoveryBonds pcg false credit instant monetary Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid after one... false false false false false false false false false 1 false true 827000000 827 false false 2 false true 1213000000 1213 false false Carrying value as of the balance sheet date of the portion of Energy Recovery Bonds that is scheduled to be repaid after one year or beyond the operating cycle if longer. Principal and interest on the Energy Recovery Bonds are to be paid with, and secured by, a charge imposed on PGE's electric ratepayers known as the dedicated rate component ("DRC"). No authoritative reference available. false 50 3 us-gaap_RegulatoryLiabilityNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 4125000000 4125 false false 2 false true 3657000000 3657 false false No definition available. No authoritative reference available. false 51 3 us-gaap_PensionAndOtherPostretirementDefinedBenefitPlansLiabilitiesNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 1773000000 1773 false false 2 false true 2088000000 2088 false false No definition available. No authoritative reference available. false 52 3 us-gaap_AssetRetirementObligationsNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 1593000000 1593 false false 2 false true 1684000000 1684 false false No definition available. No authoritative reference available. false 53 3 us-gaap_DeferredTaxLiabilitiesNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 4732000000 4732 false false 2 false true 3397000000 3397 false false No definition available. No authoritative reference available. false 54 3 us-gaap_OtherLiabilitiesNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 2116000000 2116 false false 2 false true 2245000000 2245 false false No definition available. No authoritative reference available. false 55 3 us-gaap_LiabilitiesNoncurrent us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 25547000000 25547 false false 2 false true 23605000000 23605 false false No definition available. No authoritative reference available. true 56 2 us-gaap_StockholdersEquityAbstract us-gaap true na duration string No definition available. false false false false false true false false false 1 false false 0 0 false false 2 false false 0 0 false false No definition available. false 57 3 us-gaap_CommonStockValue us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 6280000000 6280 false false 2 false true 5984000000 5984 false false No definition available. No authoritative reference available. false 58 3 us-gaap_RetainedEarningsAccumulatedDeficit us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 4213000000 4213 false false 2 false true 3614000000 3614 false false No definition available. No authoritative reference available. false 59 3 us-gaap_AccumulatedOtherComprehensiveIncomeLossNetOfTax us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true -160000000 -160 false false 2 false true -221000000 -221 false false No definition available. No authoritative reference available. false 60 3 us-gaap_StockholdersEquity us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 10333000000 10333 false false 2 false true 9377000000 9377 false false No definition available. No authoritative reference available. true 61 2 us-gaap_MinorityInterest us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 252000000 252 false false 2 false true 252000000 252 false false No definition available. No authoritative reference available. false 62 2 us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 false true 10585000000 10585 false false 2 false true 9629000000 9629 false false No definition available. No authoritative reference available. true 63 2 us-gaap_LiabilitiesAndStockholdersEquity us-gaap true credit instant monetary No definition available. false false false false false false false false false 1 true true 42945000000 42945 false false 2 true true 40860000000 40860 false false No definition available. No authoritative reference available. true false 2 59 false Millions UnKnown UnKnown false true XML 54 FilingSummary.xml IDEA: XBRL DOCUMENT 1.0.0.3 true Sheet 001000 - Statement - CONSOLIDATED STATEMENTS OF INCOME CONSOLIDATED STATEMENTS OF INCOME R1.xml false Sheet 002000 - Statement - CONSOLIDATED BALANCE SHEETS CONSOLIDATED BALANCE SHEETS R2.xml false Sheet 002010 - Statement - PARENTHETICAL DATA FOR CONSOLIDATED BALANCE SHEETS PARENTHETICAL DATA FOR CONSOLIDATED BALANCE SHEETS R3.xml false Sheet 003000 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS R4.xml false Sheet 003010 - Statement - PARENTHETICAL DATA FOR CONSOLIDATED STATEMENTS OF CASH FLOWS PARENTHETICAL DATA FOR CONSOLIDATED STATEMENTS OF CASH FLOWS R5.xml false Sheet 004000 - Statement - CONSOLIDATED STATEMENTS OF EQUITY CONSOLIDATED STATEMENTS OF EQUITY R6.xml false Sheet 004100 - Disclosure - PARENTHETICAL DATA FOR THE CONSOLIDATED STATEMENTS OF EQUITY PARENTHETICAL DATA FOR THE CONSOLIDATED STATEMENTS OF EQUITY R7.xml false Sheet 006000 - Disclosure - NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION R8.xml false Sheet 006010 - Disclosure - NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES R9.xml false Sheet 006020 - Disclosure - NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS R10.xml false Sheet 006030 - Disclosure - NOTE 4: DEBT NOTE 4: DEBT R11.xml false Sheet 006040 - Disclosure - NOTE 5: ENERGY RECOVERY BONDS NOTE 5: ENERGY RECOVERY BONDS R12.xml false Sheet 006050 - Disclosure - NOTE 6: COMMON STOCK NOTE 6: COMMON STOCK R13.xml false Sheet 006060 - Disclosure - NOTE 7: PREFERRED STOCK NOTE 7: PREFERRED STOCK R14.xml false Sheet 006070 - Disclosure - NOTE 8: EARNINGS PER SHARE NOTE 8: EARNINGS PER SHARE R15.xml false Sheet 006080 - Disclosure - NOTE 9: INCOME TAXES NOTE 9: INCOME TAXES R16.xml false Sheet 006090 - Disclosure - NOTE 10: DERIVATIVES AND HEDGING ACTIVITIES NOTE 10: DERIVATIVES AND HEDGING ACTIVITIES R17.xml false Sheet 006100 - Disclosure - NOTE 11: FAIR VALUE MEASUREMENTS NOTE 11: FAIR VALUE MEASUREMENTS R18.xml false Sheet 006110 - Disclosure - NOTE 12: NUCLEAR DECOMMISSIONING NOTE 12: NUCLEAR DECOMMISSIONING R19.xml false Sheet 006120 - Disclosure - NOTE 13: EMPLOYEE COMPENSATION PLANS NOTE 13: EMPLOYEE COMPENSATION PLANS R20.xml false Sheet 006130 - Disclosure - NOTE 14: RESOLUTION OF REMAINING CHAPTER 11 DISPUTED CLAIMS NOTE 14: RESOLUTION OF REMAINING CHAPTER 11 DISPUTED CLAIMS R21.xml false Sheet 006140 - Disclosure - NOTE 15: RELATED PARTY AGREEMENTS AND TRANSACTIONS NOTE 15: RELATED PARTY AGREEMENTS AND TRANSACTIONS R22.xml false Sheet 006150 - Disclosure - NOTE 16: COMMITMENTS AND CONTINGENCIES NOTE 16: COMMITMENTS AND CONTINGENCIES R23.xml false Sheet 006160 - Disclosure - QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED) QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED) R24.xml false Sheet 007000 - Schedule - Schedule I Schedule I R25.xml false Sheet 007100 - Schedule - Schedule II Schedule II R26.xml false Sheet 995200 - 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