<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM U-3A-2
Statement by Holding Company Claiming Exemption Under Rule U-3A-2 from the
Provisions of the Public Utility Holding Company Act of 1935
To Be Filed Annually Prior to March 1
________________________________________________________________________________
PG&E CORPORATION
hereby files with the Securities and Exchange Commission, pursuant to Rule 2,
its statement claiming exemption as a holding company from the provisions of the
Public Utility Holding Company Act of 1935, and submits the following
information:
1. Name, State of organization, location and nature of business of claimant
and every subsidiary thereof, other than any exempt wholesale generator
("EWG") or foreign utility company in which claimant directly or indirectly
holds an interest.
1.1. PG&E Corporation (Claimant)
PG&E Corporation
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
Claimant, incorporated under the laws of the State of California, is a
holding company formed by Pacific Gas and Electric Company (PG&E), a
public utility. On January 1, 1997, Claimant became the parent of PG&E
pursuant to a corporate reorganization plan. Claimant is also the
parent of nonutility subsidiaries formerly owned by PG&E.
1.1.1. Subsidiaries:
Please refer to the January 6, 1997 SEC Form U-3A-2 for a
listing of PG&E Corporation's subsidiaries as of January 1,
1997. Corrections to this listing, as of such date, follow:
a) Name corrections pertain to the following subsidiaries:
1.2.3.1.19.1.Scrubgrass Power Corp.
previously listed as Scrubgrass Power
Corporation.
1.2.3.2.10.1.1.TermoEmcali I S.A. E.S.P.
previously listed as TermoEmcali S.A. E.S.P.
1.2.3.2.11.1.1.Jacui Generating Company Ltda.
previously listed as Jacui Generating Company
Ltd.
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b) Address corrections pertain to the following subsidiaries:
1.2.2.1.1.PGT Australia Pty Ltd.
Level 24, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
1.2.2.1.2.Pacific Gas Transmission International, Inc.
Level 24, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
1.2.2.1.3.PGT Queensland Pty Ltd.
Level 24, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
1.2.2.1.3.1.PGT Queensland Unit Trust
Level 24, Waterfront Place
One Eagle Street
Brisbane, Queensland 4000
Australia
c) The following subsidiaries were sold prior to December 31, 1996:
1.2.3.1.6.1.Alhambra Pacific(Joint Venture)
1.2.3.1.6.2.Davis Villas Associates Joint Venture(Greystone Apts.)
d) The following subsidiary, not previously listed, was incorporated
on December 31, 1996:
1.2.3.1.41.Loon Power Corporation
Delaware corporation
100% owned by PG&E Generating Company
444 Market Street, Suite 1900
San Francisco, CA 94111
e) Subsidiary 1.2.2.1.7.1. was renamed from 708559 Alberta Ltd. to
PG&E Energy Source Canada, Inc.
f) Subsidiary 1.2.3.1.11.1. was renamed from Muscogee Generating
Company, L.P. to Millennium Power Partners, L.P.
2
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2. A brief description of the properties of claimant and each of its
subsidiary public utility companies used for the generation,
transmission, and distribution of electric energy for sale, or for the
production, transmission, and distribution of natural or manufactured
gas, indicating the location of principal generating plants,
transmission lines, producing fields, gas manufacturing plants, and
electric and gas distribution facilities, including all such
properties which are outside the State in which claimant and its
subsidiaries are organized and all transmission or pipelines which
deliver or receive electric energy or gas at the borders of such
State.
2.1. Claimant and its subsidiaries, other than PG&E, are not public utility
companies for the purposes of the Public Utility Holding Company Act
of 1935 and do not own any such properties.
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2.2. PG&E is a public utility company.
At December 31, 1996, PG&E owned and operated the following generation
plants, all located in California:
<TABLE>
<CAPTION>
Net Operating
Generation County Number of Capacity in
Type Location Units Kilowatts (kW)
===================== =============== ========= ==============
<S> <C> <C> <C>
Hydroelectric:
Conventional Plants(1) 16 counties
in Northern
and Central
California 109 2,698,100
Helms Pumped
Storage Plant Fresno 3 1,212,000
--------- ----------
Hydroelectric
Subtotal 112 3,910,100
--------- ----------
Steam Plants:
Contra Costa Contra Costa 2 680,000
Humboldt Bay Humboldt 2 105,000
Hunters Point(2) San Francisco 3 377,000
Morro Bay(2) San Luis Obispo 4 1,002,000
Moss Landing(2) Monterey 2 1,478,000
Pittsburg Contra Costa 7 2,022,000
Potrero San Francisco 1 207,000
--------- ----------
Steam Subtotal 21 5,871,000
--------- ----------
Combustion Turbines:
Hunters Point San Francisco 1 52,000
Oakland(2) Alameda 3 165,000
Potrero San Francisco 3 156,000
Mobile Turbines(3) Humboldt and
Mendocino 3 45,000
Combustion Turbines --------- ----------
Subtotal 10 418,000
--------- ----------
Geothermal:
The Geysers Power
Plant(4) Sonoma and Lake 14 1,224,000
Nuclear:
Diablo Canyon San Luis Obispo 2 2,160,000
--------- ----------
Thermal Subtotal 47 9,673,000
--------- ----------
Total 159 13,583,100
========= ==========
</TABLE>
(1) Two hydroelectric plants with approximately 5,000 kW of net
operating capacity were sold in 1996.
(2) PG&E has announced plans to sell these power plants in connection
with electric industry restructuring.
(3) Listed to show capability; subject to relocation within the
system as required.
(4) The Geysers Power Plant net operating capacity is based on
adequate geothermal steam supply conditions.
To transport energy to load centers, PG&E as of December 31, 1996,
owned and operated approximately 18,516 circuit miles of
interconnected transmission lines of 60 kilovolts (kV) to 500 kV and
transmission substations having a capacity of approximately 32,892,000
kilovolt-amperes (kVa). Energy is distributed to customers through
approximately 108,170 circuit miles of distribution system and
distribution substations having a capacity of approximately 23,000,000
kVa.
PG&E owns and operates an integrated gas transmission, storage, and
distribution system in California. At December 31, 1996, PG&E's
system consisted of
4
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approximately 5,700 miles of transmission pipelines, three gas storage
facilities, and approximately 36,200 miles of gas distribution lines.
5
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3. The following information for the year ending December 31, 1996 with
respect to claimant and each of its subsidiary public utility companies:
a) Number of kilowatt-hours (kW h) of electric energy sold (at retail or
wholesale) and thousand cubic feet (Mcf) of natural or manufactured
gas distributed at retail.
b) Number of kwh of electric energy and Mcf of natural or manufactured
gas distributed at retail outside the State in which each such company
is organized.
c) Number of kwh of electric energy and Mcf of natural or manufactured
gas sold at wholesale outside the State in which each such company is
organized, or at the State line.
d) Number of kwh of electric energy and Mcf of natural or manufactured
gas purchased outside the State in which each such company is
organized, or at the State line.
3.1. Claimant and its subsidiaries, other than PG&E, are not public utility
companies for the purposes of the Public Utility Holding Company Act
of 1935.
3.2. PG&E is a public utility company.
<TABLE>
<CAPTION>
PG&E Twelve Months
(in thousands) ending
12/31/96
-------------
<S> <C>
Number of kwh of electric energy
sold at retail or wholesale 74,394,278
Number of Mcf of natural or
manufactured gas distributed
at retail 530,201
Number of kwh of electric energy
distributed at retail outside
the State 0
Number of Mcf of natural or
manufactured gas distributed at
retail outside the State 0
Number of kwh of electric energy
sold at wholesale outside the
State or at the State line 358,083
Number of Mcf of natural or
manufactured gas sold at wholesale
outside the State or at the State
line 2,041
Number of kwh of electric energy
purchased outside the State or
at the State line 7,166,762
Number of Mcf of natural or
manufactured gas purchased outside
the State or at the State line 363,813
</TABLE>
The data set forth in this section is based on the best information
available to PG&E as of the date of the filing.
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4. The following information for the reporting period with respect to claimant
and each interest it holds directly or indirectly in an EWG or a foreign
utility holding company, stating monetary amounts in United States dollars:
a) Name, location, business address and description of the facilities
used by the EWG or foreign utility company for the generation,
transmission, and distribution or electric energy for sale or for the
distribution at retail of natural or manufactured gas.
b) Name of each system company that holds an interest in such EWG or
foreign utility company and description of the interest held.
c) Type and amount of capital invested, directly or indirectly, by the
holding company claiming exemption; any direct or indirect guarantee
of the security of the EWG or foreign utility company by the holding
company claiming exemption; and any debt or other financial obligation
for which there is recourse, directly or indirectly, to the holding
company claiming exemption or another system company other than the
EWG or foreign utility company.
d) Capitalization and earnings of the EWG or foreign utility company
during the reporting period.
e) Identify any service, sales or construction contract(s) between the
EWG or foreign utility company and a system company, and describe the
services to be rendered or goods sold and fees or revenues under such
agreements.
4.1. JMC OCEAN STATE CORPORATION [EWG]
a) JMC Ocean State Corporation
Sherman Farm Road
Route 98
Harrisville, RI 02839
JMC Ocean State Corporation is a 10% general partner in both Ocean
State Power and Ocean State Power II (collectively, OSP). OSP is a
two-unit, 500 MW (250 MW per unit) natural gas-fired, combined cycle
electric generation facility (the Facility) selling power to New
England Power Company, Boston Edison Company, Montaup Electric
Company, and Newport Electric Corporation.
b) Enterprises owns 100% of PG&E Generating Company, which owns 89.07901%
of Beale Generating Company, which owns 100% of J. Makowski Company,
Inc., which owns 100% of JMC Ocean State Corporation, which owns a 10
% interest in OSP.
c) J. Makowski Company, Inc. made capital contributions to OSP of
$12,120,000 on December 31, 1990, and $9,973,750 on October 1, 1991.
Unit I of the Facility went into commercial operation on December 31,
1990; Unit II of the Facility went into commercial operation on
October 1, 1991. Enterprises acquired an interest in the Facility on
August 26, 1994, as a result of the acquisition by its second-tier
subsidiary, Beale Generating Company, of J. Makowski Company, Inc.
d) Capitalization or total equity as of December 31, 1996 = $15,397,459
Net income for the twelve months ended December 31, 1996 = $3,271,469
e) OSP has gas enabling agreements with Selkirk Cogen Partners,
Pittsfield Generating Company, and USGen Fuel Services pursuant to
which it may enter into non-firm/interruptible gas purchase and sales
transactions at market pricing, from time to time.
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4.2. PITTSFIELD GENERATING COMPANY, L.P.
(formerly ALTRESCO PITTSFIELD, L.P.) [EWG]
a) Pittsfield Generating Company, L.P.
Box 4579
Pittsfield, MA 01202
Pittsfield Generating Company, L.P. is a 165 megawatt (MW) combined
cycle, natural gas-fired cogeneration facility (the Facility) selling
power to Commonwealth Electric Company, Cambridge Electric Company,
and New England Power and selling steam to General Electric Company.
b) Enterprises owns 100% of PG&E Generating Company, which owns 89.07901%
of Beale Generating Company, which owns 100% of J. Makowski Company,
Inc., which owns 100% of JMC Altresco, Inc., which through its
subsidiaries Altresco, Inc. (99% GP) and Pittsfield Partners, Inc. (1%
L.P.), owns 100% of Pittsfield Generating Company, L.P.
c) J. Makowski Company, Inc. acquired Pittsfield Generating Company, L.P.
for $4,330,000, plus liabilities valued at $3,092,000 for a total
investment of $7,422,000 on September 21, 1993. The Facility went into
commercial operation on September 1, 1990. Enterprises acquired an
interest in the Facility on August 26, 1994, as a result of the
acquisition by its second-tier subsidiary, Beale Generating Company,
of J. Makowski Company, Inc.
d) Capitalization or total equity as of December 31, 1996 = $16,679,573
Net income for the twelve months ended December 31, 1996 = $2,928,397
e) U.S. Operating Services Company provides operations and maintenance
services to Pittsfield Generating Company, L.P. U.S. Operating
Services Company earns a base fee of $400,000 per annum plus
performance bonuses, together with reimbursement of its direct costs.
Pittsfield Generating Company, L.P. has gas enabling agreements with
Selkirk Cogen Partners, Ocean State Power, and USGen Fuel Services
pursuant to which it may enter into non-firm/interruptible gas
purchase and sales transactions at market pricing, from time to time.
Pittsfield Generating Company, L.P. has a fuel transportation
agreement with Berkshire Gas Company, an unaffiliated entity which
leases a section of pipeline serving the Facility from Berkshire
Feedline Acquisition, L.P. Berkshire Feedline Acquisition, L.P.
receives lease payments of approximately $1.8 million per annum on
this section of pipeline.
4.3. SELKIRK COGEN PARTNERS, L.P. [EWG]
a) Selkirk Cogen Partners, L.P.
Box 160
Feura Bush, NY 12067
Selkirk Cogen Partners, L.P. Unit I is an 80 MW natural gas-fired
dispatchable cogeneration facility selling power to Niagara Mohawk
Power Corporation. Selkirk
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Cogen Partners, L.P. Unit II is a 265 MW natural gas fired
dispatchable cogeneration facility (collectively, the Facility)
selling power to Consolidated Edison Company of New York, Inc.
b) Enterprises owns 100% of PG&E Generating Company, which owns 89.07901%
of Beale Generating Company, which owns 100% of J. Makowski Company,
Inc., which owns 100% of JMC Selkirk Holdings, Inc., which owns 100%
of JMC Selkirk, Inc. JMC Selkirk, Inc., through its 46.57% limited
partnership interest in PentaGen Investors, L.P. and through its 100%
interest JMCS I Holdings, Inc. (which in turn holds another 3.43%
general and limited partnership interest in PentaGen Investors, L.P.),
owns 50% of PentaGen's 57.6% interest in Selkirk Cogen Partners, L.P.
JMC Selkirk, Inc. also holds a 22.4% direct interest in Selkirk Cogen
Partners, L.P.
c) JMC Selkirk, Inc. and PentaGen Investors, L.P. made equity
contributions of $1,058,355 and $3,666,445, respectively, on October
21, 1992. Unit I of the Facility went into commercial operation on
April 17, 1992. Unit II of the Facility went into commercial
operation on September 1, 1994. Enterprises acquired an interest in
the Facility on August 26, 1994, as a result of the acquisition by its
second-tier subsidiary, Beale Generating Company, of J. Makowski
Company, Inc.
d) Capitalization or total equity as of December 31, 1996 = $(18,810,624)
Net income for the twelve months ended December 31, 1996 = $15,182,372
e) JMCS I Management, Inc. provides administrative services to Selkirk
Cogen Partners, L.P. JMCS I Management, Inc. charges a contractually
established hourly rate which covers its labor costs (including salary
and benefits), overhead, and profit.
Selkirk Cogen Partners, L.P. has gas enabling agreements with Ocean
State Power, Pittsfield Generating Company, and USGen Fuel Services
pursuant to which it may enter into non-firm/interruptible gas
purchase and sales transactions at market pricing, from time to time.
Selkirk Cogen Partners, L.P. has an enabling agreement with USGen
Power Services, L.P. pursuant to which it may make wholesale sales of
electricity and purchase and sell other ancillary services from time
to time.
4.4. WALLKILL GENERATING COMPANY, L.P. [EWG]
a) Wallkill Generating Company, L.P.
c/o U.S. Generating Company
Old Georgetown Road
Bethesda, MD 20814
In June 1995, Orange and Rockland Utilities, Inc., Wallkill Generating
Company, L.P., and U.S. Generating Company entered into an agreement
confirming the cancellation of the power sales agreement between
Wallkill Generating Company, L.P. and Orange and Rockland Utilities,
Inc. Wallkill Generating Company, L.P. is no longer being developed.
4.5. KEYSTONE URBAN RENEWAL, L.P. [EWG]
a) Keystone Urban Renewal, L.P.
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Box 169-C, Route 130 South, Swedesboro, NJ 08085
Keystone Urban Renewal, L.P. is a 225 MW pulverized coal-fired
dispatchable generation facility (the Facility) selling power to
Atlantic Energy Company.
b) Enterprises owns 100% of PG&E Generating Company, which through its
subsidiary, Eagle Power Corporation, owns a 50% general and limited
partnership interest in Keystone Cogeneration Company, L.P., which
owns a 99% interest in Keystone Urban Renewal, L.P. The other 1%
interest is held by Granite Generating Company, L.P., which is also
50% owned by PG&E Corporation through Enterprises.
c) Eagle Power Corporation made a capital contribution of $50 to Keystone
Urban Renewal, L.P. on September 13, 1991. Enterprises, through PG&E
Generating Company, owns a 50% interest in Keystone Urban Renewal,
L.P. which owns the Facility and leases it to Logan Generating
Company, L.P. The Facility went into commercial operation on September
22, 1994.
d) Capitalization or total equity as of December 31, 1996 = $100 Net
income after taxes for the twelve months ended December 31, 1996 = $0
e) None
4.6. LOGAN GENERATING COMPANY, L.P. (formerly KEYSTONE ENERGY SERVICE
COMPANY, L.P.) [EWG]
a) Logan Generating Company, L.P.
Box 169-C, Route 130 South, Swedesboro, NJ 08085
Logan Generating Company, L.P. is a 225 MW pulverized coal-fired
dispatchable generation facility (the Facility) selling power to
Atlantic Electric Company.
b) Enterprises owns 100% of PG&E Generating Company, which through its
wholly-owned subsidiary, Eagle Power Corporation, owns a 50% general
and limited partnership interest in Logan Generating Company, L.P.
c) Eagle Power Corporation made a capital contribution of $36,249,978 to
Logan Generating Company, L.P. on October 31, 1994. Enterprises,
through PG&E Generating Company, owns a 50% interest in Logan
Generating Company, L.P. which leases the Facility from Keystone Urban
Renewal L.P. The Facility went into commercial operation on September
22, 1994.
d) Capitalization or total equity as of December 31, 1996 = $67,723,315
Net income after taxes for the twelve months ended December 31, 1996 =
$11,435,960
e) U.S. Generating Company provides management services to Logan
Generating Company, L.P. U.S. Generating Company earns a base fee of
$400,000 per annum.
Operating Services Company provides operations and maintenance
services to Logan Generating Company, L.P. Operating Services Company
earns a base fee of $500,000 per annum plus performance bonuses.
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Logan Generating Company, L.P. has an enabling agreement with USGen
Power Services, L.P. pursuant to which it may make wholesale sales of
electricity and purchase and sell other ancillary services from time
to time.
4.7. HERMISTON GENERATING COMPANY, L.P. [EWG]
a) Hermiston Generating Company, L.P.
Box 930, Hermiston, OR 97838
Hermiston Generating Company, L.P. is a 474 MW natural gas-fired
dispatchable cogeneration facility (the Facility) selling power to
PacifiCorp. PacifiCorp owns a 50% undivided interest in the Facility.
b) Enterprises owns 100% of PG&E Generating Company, which through its
subsidiary, Larkspur Power Corporation, owns an 80% general and
limited partnership interest in Hermiston Generating Company, L.P.
c) Larkspur Power Corporation made a capital contribution of $30,852,148
to HGC on October 30, 1996. Enterprises, through PG&E Generating
Company, owns an 80% interest in Hermiston Generating Company, L.P.
which owns a 50% undivided interest in the Facility. The Facility
went into commercial operation on July 1, 1996.
d) Capitalization or total equity as of December 31, 1996 = $43,994,080
Net income for the twelve months ended December 31, 1996 = $5,428,796
e) U.S. Generating Company provides management services to Hermiston
Generating Company, L.P. U.S. Generating Company earns a base fee of
$250,000 per annum.
Operating Services Company provides operations and maintenance
services to Hermiston Generating Company, L.P. Operating Services
Company earns a base fee of $900,000 per annum plus performance
bonuses.
Pacific Gas Transmission provides gas transmission services to
Hermiston Generating Company, L.P. Pacific Gas Transmission earns a
fixed and variable charge based upon the volume of gas transported,
resulting in revenues of $1.5 million for the year-ended December 31,
1996.
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EXHIBIT A
A consolidating statement of income and surplus of the Claimant and its
subsidiary companies for the last calendar year, together with a consolidating
balance sheet of Claimant and its subsidiary companies as of the close of such
calendar year.
A consolidating statement of income and surplus for PG&E and its subsidiary
companies, including PG&E Corporation, for the calendar year 1996, together with
a consolidating balance sheet for PG&E and its subsidiary companies, including
PG&E Corporation, as of the close of 1996, are attached as Exhibit A. These
consolidating financial statements which are dated as of December 31, 1996,
reflect PG&E as the parent company, since PG&E Corporation did not become the
parent holding company of PG&E until January 1, 1997. These December 31, 1996
consolidating financial statements separately state financial information for
PG&E, PG&E Corporation (then a subsidiary of PG&E), PG&E's "Other Subs" (which
remained subsidiaries of PG&E after January 1, 1997), and for PGT and
Enterprises, both subsidiaries of PG&E Corporation as of December 31, 1996
(which also remained subsidiaries of PG&E Corporation after such date).
These consolidating financial statements include the accounts of PG&E and its
wholly-owned and controlled subsidiaries and, therefore, also represent the
accounts of PG&E Corporation and its subsidiaries. No separate consolidating
financial statements for PG&E Corporation have been prepared since the
restructuring by which PG&E Corporation became the parent corporation of PG&E
and its subsidiaries became effective January 1, 1997. Please refer to the
"Formation of PG&E Corporation" section of the 1996 SEC Form 10-K for a pro
forma balance sheet as of December 31, 1996, and a pro forma income statement
for the twelve months ended December 31, 1996, as if the restructuring had
occurred December 31, 1996, and January 1, 1997, respectively.
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EXHIBIT A
PACIFIC GAS AND ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATING INCOME STATEMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
PG&E Other PG&E
PG&E Corporation PGT Enterprises Subs. Elimination Consolidated
---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
OPERATING REVENUES:
Electric utility $7,160,215 $ $ 9,729 $ (9,729) $7,160,215
Gas utility 1,829,246 $ 268,871 (782) (57,533) 2,039,802
Diversified operations 283,000 $126,947 207 (199) 409,955
---------------------------------------------------------------------------------------
Total Operating Revenues 8,989,461 - 551,871 126,947 9,154 (67,461) 9,609,972
OPERATING EXPENSES:
Cost of electric energy 2,261,066 41,119 1,303 2,303,488
Cost of gas 448,118 315,617 (1,898) 761,837
Maintenance and other
operating 2,079,349 18,881 77,273 281 (57,610) 2,118,174
Depreciation and
decommissioning 1,176,356 31,720 13,000 876 1,221,952
Administrative and
general 927,538 46,648 42,452 1,472 (1,671) 1,016,439
Property and other
taxes 283,625 8,754 118 292,497
---------------------------------------------------------------------------------------
Total Operating Expenses 7,176,052 - 421,620 173,844 2,747 (59,876) 7,714,387
OPERATING INCOME 1,813,409 - 130,251 (46,897) 6,407 (7,585) 1,895,585
Interest income 78,976 623 2,970 1,604 (11,273) 72,900
Interest expense (643,133) (45,543) 13,198 14,679 20,976 (639,823)
Other income and (expense) 16,611 (4,238) (5,967) (22,747) (2,118) (18,459)
---------------------------------------------------------------------------------------
PRETAX INCOME 1,265,863 - 81,093 (36,696) (57) - 1,310,203
Income taxes 525,887 31,187 (2,030) (50) 554,994
---------------------------------------------------------------------------------------
NET INCOME 739,976 - 49,906 (34,666) (7) - 755,209
Preferred dividend
requirement and
redemption premium 33,113 33,113
---------------------------------------------------------------------------------------
EARNINGS AVAILABLE FOR
COMMON STOCK $ 706,863 $ - $ 49,906 $(34,666) $ (7) $ - $ 722,096
=======================================================================================
</TABLE>
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EXHIBIT A
PACIFIC GAS AND ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
FOR THE PERIOD ENDING DECEMBER 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
PG&E Other PG&E
PG&E Corporation PGT Enterprises Subs. Elimination Consolidated
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
ASSETS
PLANT IN SERVICE
Electric
Nonnuclear $ 18,080,412 $ $ 18,929 $ 1 $ $18,099,342
Diablo Canyon 6,658,137 6,658,137
Gas 6,526,005 $1,579,692 32,409 8,138,106
--------------------------------------------------------------------------------------------
Total Plant in Service
(at Original Cost) 31,264,554 - 1,579,692 18,929 32,410 - 32,895,585
Accum. Depreciation and
decommissioning (13,872,121) (418,894) (3,754) (7,165) (14,301,934)
--------------------------------------------------------------------------------------------
NET PLANT IN SERVICE 17,392,433 - 1,160,798 15,175 25,245 - 18,593,651
CONSTRUCTION WORK IN
PROGRESS 399,738 14,184 307 414,229
Nuclear decommissioning
funds 882,929 882,929
Investment in
nonregulated projects 24,390 792,869 817,259
Other assets 96,214 21,634 325,911 (309,488) 134,271
--------------------------------------------------------------------------------------------
Total Other Noncurrent
Assets 979,143 - 46,024 792,869 325,911 (309,488) 1,834,459
CURRENT ASSETS
Cash and cash
equivalents 57,195 27,688 49,622 8,897 143,402
Accounts receivable, net 1,282,075 424,156 194,683 16,479 (417,719) 1,499,674
Regulatory balancing
accounts receivable 444,156 444,156
Inventories:
Materials and supplies 177,038 5,921 2,812 185,771
Gas stored underground 127,771 2,458 130,229
Fuel oil 23,433 23,433
Nuclear fuel 190,652 196,854 (196,854) 190,652
Prepayments 26,164 23,672 4,574 39 (333) 54,116
--------------------------------------------------------------------------------------------
Total Current Assets 2,328,484 - 483,895 251,691 222,269 (614,906) 2,671,433
DEFERRED CHARGES
Income tax-related
deferred charges 1,106,978 26,065 1,133,043
Other deferred charges 1,417,219 40,928 26,017 1,570 (2,624) 1,483,110
--------------------------------------------------------------------------------------------
Total Deferred Charges 2,524,197 - 66,993 26,017 1,570 (2,624) 2,616,153
--------------------------------------------------------------------------------------------
TOTAL ASSETS $ 23,623,995 $ - $1,771,894 $1,085,752 $ 575,302 $(927,018) $26,129,925
============================================================================================
</TABLE>
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EXHIBIT A
PACIFIC GAS AND ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATING BALANCE SHEET
FOR THE PERIOD ENDING DECEMBER 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
PG&E Other PG&E
PG&E Corporation PGT Enterprises Subs. Elimination Consolidated
--------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
CAPITALIZATION AND LIABILITIES
CAPITALIZATION
Common stock equity $ 7,201,269 $ - $ 511,964 $ 630,330 $ 19,738 - $ 8,363,301
Pref. stock without
mandatory redemp. prov. 402,056 13,591 $ (13,591) 402,056
Pref. stock with
mandatory redemp. prov. 137,500 137,500
Company obligated
mandatorily redeemable
pref. securities of
subsidiary trust holding
solely PG&E subordinated
debentures 300,000 300,000
Long-term debt 7,378,769 667,316 33,260 40,738 (350,016) 7,770,067
--------------------------------------------------------------------------------------
Total Capitalization 15,119,594 - 1,179,280 663,590 374,067 (363,607) 16,972,924
CURRENT LIABILITIES
Short-term borrowings 680,900 680,900
Current portion of
long-term debt 206,829 3,038 209,867
Accounts payable
Trade creditors 568,088 404,227 24,834 184,287 (347,293) 834,143
Other 360,428 10,249 (5,178) 365,499
Accrued taxes 294,840 (378) 18,931 (3,122) 310,271
Amounts due customers 186,899 186,899
Deferred income taxes 157,065 (1) 157,064
Interest payable 61,478 1,211 504 14,646 (14,646) 63,193
Dividends payable 123,310 123,310
Other 323,165 8,652 32,712 2,466 (57,891) 309,104
--------------------------------------------------------------------------------------
Total Current Liabilities 2,963,002 - 423,960 80,019 198,277 (425,008) 3,240,250
DEFERRED CREDITS AND OTHER
NONCURRENT LIABILITIES
Deferred income taxes 3,574,133 132,537 234,724 2,665 (2,624) 3,941,435
Deferred tax credits 379,215 348 379,563
Noncurrent balancing
account liabilities 120,858 120,858
Other 1,467,193 35,769 107,419 293 (135,779) 1,474,895
--------------------------------------------------------------------------------------
Total Def. Credits and
Other Noncur. Liab. 5,541,399 - 168,654 342,143 2,958 (138,403) 5,916,751
--------------------------------------------------------------------------------------
TOTAL CAPITALIZATION
AND LIABILITIES $23,623,995 $ - $1,771,894 $1,085,752 $575,302 $(927,018) $26,129,925
======================================================================================
</TABLE>
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<PAGE>
EXHIBIT A
PACIFIC GAS AND ELECTRIC COMPANY AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF REINVESTED EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 1996
(In Thousands)
<TABLE>
<CAPTION>
PG&E Other PG&E
PG&E Corporation PGT Enterprises Subs. Elimination Consolidated
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, December 31, 1995 $2,784,411 $ - $144,027 $ (82,189) $(33,566) $ - $2,812,683
Net income 739,976 49,906 (34,666) (7) 755,209
Common stock repurchased (174,135) (174,135)
Dividends declared
Preferred stock (33,113) (33,113)
Common stock (718,727) (10,000) (728,727)
Other 4,457 (487) 3,970
----------------------------------------------------------------------------------------------
Balance, December 31, 1996 $2,598,412 $ - $188,390 $(116,855) $(34,060) $ - $2,635,887
=============================================================================================
</TABLE>
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<PAGE>
EXHIBIT B
If at the time a report on this form is filed, the registrant is required
to submit this report and any amendments thereto electronically via EDGAR, the
registrant shall furnish a Financial Data Schedule. The Schedule shall set
forth the financial and other data specified below that are applicable to the
registrant on a consolidated basis.
<TABLE>
<CAPTION>
Item No. Caption Heading (In Thousands of Dollars)
<C> <S> <C>
1 Total assets at December 31, 1996 $26,129,925
2 Total operating revenues for the year
ending December 31, 1996 $ 9,609,972
3 Earnings available for common stock at
December 31, 1996 $ 722,096
</TABLE>
17
<PAGE>
EXHIBIT C
An organizational chart showing the relationship of each Exempt Wholesale
Generator (EWG) or foreign utility company to associate companies in the
holding-company system.
Please refer to the January 6, 1997 SEC Form U-3A-2 for the complete
organizational chart showing the relationship of each Exempt Wholesale Generator
(EWG) or foreign utility company to associate companies in the holding-company
system, as of January 1, 1997.
18
<PAGE>
PG&E CORPORATION
The above-named claimant has caused this statement to be duly executed on its
behalf by its authorized officer on this twenty-eighth day of February, 1997.
PG&E Corporation
/s/ Christopher P. Johns
By ..................................
Controller
Corporate Seal
Attest:
/s/ Linda Y.H. Cheng
....................................
Assistant Corporate Secretary
Name, title and address of officer to whom notices and correspondence concerning
this statement should be addressed.
Christopher P. Johns
Controller
PG&E Corporation
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
19
