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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
FORM 10-Q

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H 1 (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

(Mark One)

   

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2003

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
______________


IRS Employer
Identification
Number
___________

       

333-30715

PG&E Funding LLC

Delaware

94-3274751

 

PG&E Funding LLC
245 Market Street
Suite 424
San Francisco, California
________________________________________

 

 

94105
______________________________________

(Address of principal executive offices)

(Zip Code)

 

PG&E Funding LLC
(415) 972-5467
________________________________________


______________________________________

Registrant's telephone number, including area code

 

Indicate by check mark whether the registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding twelve months (or for such shorter period that the registrant was required to file such reports), and (2) have been subject to such filing requirements for the past 90 days.

 

Yes      x      

No              

   

Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Yes            

No    X       

 

 

PART I FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

PG&E FUNDING LLC (A DELAWARE LLC)

CONDENSED BALANCE SHEETS

(IN THOUSANDS)

March 31,

December 31,

2003

2002

(Unaudited) 

----------- 

----------- 

ASSETS

Current Assets

Cash and cash equivalents

$

14,124 

$

13,786 

Current portion of Transition Property

Receivable

283,412 

283,703

----------- 

----------- 

Total Current Assets

297,536 

297,489 

----------- 

----------- 

Noncurrent Assets

Restricted funds

64,250 

66,951 

Transition Property receivable

1,062,795 

1,134,811 

Unamortized debt issuance expenses

4,487 

4,875 

----------- 

----------- 

Total Noncurrent Assets

1,131,532 

1,206,637 

----------- 

----------- 

TOTAL ASSETS

$

1,429,068 

$

1,504,126 

=========== 

=========== 

LIABILITIES AND MEMBER'S EQUITY

Current Liabilities

Accounts payable and accrued expenses

$

$

Interest payable

1,474 

1,553 

Current portion of long-term debt

290,000 

  

290,000 

----------- 

----------- 

Total Current Liabilities

291,474 

 

291,555 

Long-term Debt (net of discount)

1,085,641 

1,160,426 

Commitments and Contingencies

----------- 

----------- 

Total Liabilities

1,377,115 

1,451,981 

Member's Equity

51,953 

52,145 

----------- 

----------- 

TOTAL LIABILITIES AND MEMBER'S EQUITY

$

1,429,068 

$

1,504,126 

============ 

============ 


See accompanying Notes to the Condensed Financial Statements.

 

PG&E FUNDING LLC (A DELAWARE LLC)
CONDENSED STATEMENTS OF INCOME (LOSS) AND CHANGES IN MEMBER'S EQUITY
(IN THOUSANDS)

(Unaudited)

Three months ended March 31,

2003

2002

---------------

---------------

INCOME

Interest income from

Transition Property receivable

$

24,046 

$

29,526

Other interest income

341 

393

------------

------------

Total Income

24,387 

29,919

EXPENSES

Interest expense

23,614 

28,289

Servicing fees

906 

1,088

Administrative and general

59 

41

------------

------------

Total Expenses

24,579 

29,418

------------

------------

NET (LOSS)/INCOME

$

(192)

$

501

------------

------------

Member's Equity at beginning of period

52,145 

50,824

Member's distributions

-

-

------------

------------

MEMBER'S EQUITY AT END OF PERIOD

$

51,953 

$

51,325

===========

===========

See accompanying Notes to the Condensed Financial Statements.

 

PG&E FUNDING LLC (A DELAWARE LLC)

CONDENSED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

(Unaudited)

Three months ended March 31,

2003

2002

------------

------------

Net cash provided by operating activities

$

72,432 

$

69,672 

------------

------------

Cash Flows from Investing Activities

Decrease in restricted funds

$

2,701 

$

5,206 

------------

------------

Net cash provided by investing

activities

$

2,701 

$

5,206 

Cash Flows from Financing Activities

Principal payments on long-term debt

$

(74,795)

$

(74,830)

------------

------------

Net cash used in financing activities

$

(74,795)

$

(74,830)

------------

------------

Net change in cash and cash equivalents

338 

48 

Cash and cash equivalents at January 1,

13,786 

12,852 

------------

------------

Cash and cash equivalents at March 31,

$

14,124 

$

12,900 

============

============

Supplemental disclosures of cash flow

Information:

Cash paid for interest

$

23,295 

$

27,861 

============

============

 

See accompanying Notes to the Condensed Financial Statements.

Notes to the Condensed Financial Statements
- --------------------------------------------

A. Basis of Presentation

     The Quarterly Report on Form 10-Q includes the accounts of PG&E Funding LLC, a special purpose, single member limited liability company organized under the laws of the State of Delaware. PG&E Funding LLC's sole member is Pacific Gas and Electric Company, a provider of electricity and natural gas services. Pacific Gas and Electric Company is a subsidiary of PG&E Corporation.

     PG&E Funding LLC was formed in July 1997, to effect the issuance of $2,901,000,000 in principal amount of PG&E Funding LLC notes (the "Notes"). The proceeds from the Notes were paid to Pacific Gas and Electric Company in return for Transition Property (described below). Pacific Gas and Electric Company used the proceeds to finance a ten percent electric rate reduction, which became effective on January 1, 1998. The reduction is provided to Pacific Gas and Electric Company's residential and small commercial electric customers in connection with the electric industry restructuring mandated by California Assembly Bill 1890, as amended by California Senate Bill 477 (electric industry restructuring legislation).

     PG&E Funding LLC was organized for the limited purpose of issuing the Notes and purchasing the "Transition Property" from Pacific Gas and Electric Company. Transition Property is the right to be paid a specified amount (presented in the financial statements as "Transition Property receivable") from non-bypassable Fixed Transition Amount charges (the "FTA Charges") payable by residential and small commercial electric customers. The California Public Utilities Commission (the "CPUC") authorized the FTA Charges pursuant to the electric industry restructuring legislation. PG&E Funding LLC issued the Notes in December 1997 to the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1, a Delaware business trust (the "Trust"). The Trust then issued certificates corresponding to each class of Notes in a public offering (the "Certificates").

     Deutsche Bank National Trust Company (formerly Bankers Trust Company of California, N.A.) (the "Trustee") holds the collected FTA Charges in separate bank accounts. The funds in these bank accounts are restricted and can be used only to pay principal and interest on the Notes and related expenses. These funds are classified as "Restricted funds" in the Balance Sheets. The Restricted funds balance was approximately $64,250,000 at March 31, 2003, and $66,951,000 at December 31, 2002.

     PG&E Funding LLC is restricted by its organizational documents from engaging in other activities. In addition, its organizational documents require it to operate in a manner such that it should not be included in the bankruptcy estate of Pacific Gas and Electric Company (discussed below). PG&E Funding LLC is legally separate from Pacific Gas and Electric Company. The assets of PG&E Funding LLC are not available to creditors of Pacific Gas and Electric Company or PG&E Corporation. The Transition Property is legally not an asset of Pacific Gas and Electric Company or PG&E Corporation. PG&E Funding LLC is expected to terminate after the scheduled maturity of the Notes on December 26, 2007.

     On April 6, 2001, Pacific Gas and Electric Company (the "Servicer") filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The Servicer has informed PG&E Funding LLC that, despite the bankruptcy filing, it will continue to perform all duties as servicer, including remitting daily to the Trustee all FTA Charges collected. Remittances from the Servicer to the Trustee have not been interrupted by the Servicer's bankruptcy filing in 2001.

     The Servicer's bankruptcy proceedings resulted in a Servicer default under Section 7.01(d) of the Servicing Agreement. On April 11, 2001, the Trustee informed holders of the Certificates of the default. The Trustee indicated that it did not intend to pursue any remedies without the written request of the necessary number of holders of Certificates.

     On September 20, 2001, the Servicer and its parent company, PG&E Corporation, jointly filed with the United States Bankruptcy Court of the Northern District of California (the "Bankruptcy Court") a proposed plan of reorganization (the "Plan") under Chapter 11 of the U.S. Bankruptcy Code and a proposed disclosure statement describing the Plan. The Plan was amended on several occasions after the initial filing. The CPUC has proposed an alternative plan of reorganization. Confirmation hearings on the CPUC's alternative plan began on November 18, 2002. The trial on the Plan began on December 16, 2002. On March 4, 2003, the Bankruptcy Court ordered the Servicer, the CPUC, and other parties involved in the confirmation trial to participate in settlement negotiations. On March 11, 2003, the Bankruptcy Court then issued orders staying nearly all the proceedings in the confirmation trial until May 12, 2003. On April 23, 2003, the Bankruptcy Court extended this stay for an addi tional 30 days. A status conference is scheduled for June 16, 2003. PG&E Funding LLC does not expect payments on the Notes to be affected by the Servicer's plan or the CPUC's alternative plan. The Servicer has asserted that neither the Servicer's plan nor the CPUC's alternative plan will have an adverse effect on its ability to perform all duties as servicer.

     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. These estimates and assumptions affect the reported amounts of revenues, expenses, assets, and liabilities and the disclosure of contingencies. Actual results could differ from these estimates.


     PG&E Funding LLC believes that the accompanying statements reflect all adjustments that are necessary to present a fair statement of the financial position and results of operations for the interim periods. All material adjustments are of a normal recurring nature unless otherwise disclosed in this Form 10-Q. Results of operations for interim periods are not necessarily indicative of results to be expected for a full year.

B. Summary of Accounting Policies

     PG&E Funding LLC is following the same accounting principles discussed in its 2002 Annual Report on Form 10-K.      
    

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

     The following analysis of PG&E Funding LLC's financial condition and results of operations is in an abbreviated format pursuant to Instruction H of Form 10-Q. Such analysis should be read in conjunction with the Condensed Financial Statements included herein and PG&E Funding LLC's Annual Report on Form 10-K as of and for the year ended December 31, 2002.

     PG&E Funding LLC is a special purpose, single member limited liability company. PG&E Funding LLC's sole member is Pacific Gas and Electric Company, a provider of electricity and natural gas services. Pacific Gas and Electric Company is a subsidiary of PG&E Corporation. PG&E Funding LLC was organized in July 1997 for the limited purposes of (1) purchasing, holding, and servicing the Transition Property, (2) issuing notes secured primarily by the Transition Property, and (3) performing related activities. PG&E Funding LLC has no employees and is restricted by its organizational documents from engaging in other activities. Additionally, PG&E Funding LLC's organizational documents require it to operate in a manner such that it should not be included in the bankruptcy estate of Pacific Gas and Electric Company.

     PG&E Funding LLC issued $2,901,000,000 in principal amount of PG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-8 (the "Notes") pursuant to an Indenture ("the Indenture") between PG&E Funding LLC and Deutsche Bank National Trust Company (formerly Bankers Trust Company of California, N.A.), as "Trustee". PG&E Funding LLC sold the Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1, a Delaware business trust (the "Trust"). The Trust then issued certificates corresponding to each class of Notes (the "Certificates") in a public offering.

     PG&E Funding LLC entered into a servicing agreement (the "Servicing Agreement") with Pacific Gas and Electric Company. The Servicing Agreement requires Pacific Gas and Electric Company (as "Servicer") to service the Transition Property on behalf of PG&E Funding LLC. In addition, PG&E Funding LLC entered into an Administrative Services Agreement with Pacific Gas and Electric Company. This agreement requires Pacific Gas and Electric Company to perform administrative and operational duties for PG&E Funding LLC.


     The California Public Utilities Code (the "PU Code") provides for the creation of "Transition Property". Transition Property is the right to receive a specified amount (presented in the financial statements as "Transition Property receivable") from non-bypassable Fixed Transition Amount Charges (the "FTA Charges") payable by residential and small commercial electric customers. The FTA Charges were established by a financing order dated September 3, 1997 (the "Financing Order") issued by the California Public Utilities Commission (the "CPUC"), together with the related Issuance Advice Letter. Under the PU Code and the Financing Order, the owner of Transition Property (i.e., PG&E Funding LLC) is entitled to collect the FTA Charges until a sufficient amount has been received to:



     The Servicing Agreement requires Pacific Gas and Electric Company, as the servicer of the Transition Property, to seek periodic adjustments to the FTA Charges through advice letters filed with the CPUC. The Financing Order and the PU Code require the CPUC to approve the periodic adjustments. The adjustments are intended to increase the likelihood that actual FTA Charges collected are neither more nor less than the amount necessary to pay all of the aforementioned amounts. Normally the FTA Charges are decreased each year as interest payments are made on a declining outstanding balance on the Notes. The adjustments to the FTA Charges are based on:


     In December 2002, the Servicer filed a routine advice letter advising the CPUC of a decrease to the FTA Charges effective January 1, 2003. The CPUC approved the filing on January 15, 2003. The decrease was necessary due to the achievement of the required level of funding in the Subaccounts at the end of 2002.


     
On January 4, 2001, Standard and Poor's lowered the short-term credit rating of the Servicer to A-3. On January 5, 2001, Moody's Investor Services Inc. lowered the short-term credit rating of the Servicer to P-3. In accordance with section 6.11(b) of the Servicing Agreement, on January 8, 2001, the Servicer began to remit FTA Charges collected to the Trustee on a daily basis. Previously, the Servicer remitted FTA Charges on a monthly basis.

     On April 6, 2001, the Servicer filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code. The Servicer has informed PG&E Funding LLC that, despite the bankruptcy filing, it will continue to perform all duties as servicer, including remitting daily to the Trustee all FTA Charges collected. Remittances from the Servicer to the Trustee have not been interrupted by the Servicer's bankruptcy filing in 2001.

     The Servicer's bankruptcy proceedings resulted in a Servicer default under Section 7.01(d) of the Servicing Agreement. On April 11, 2001, the Trustee informed holders of the Certificates of the default. The Trustee indicated that it did not intend to pursue any remedies without the written request of the necessary number of holders of Certificates.

     On September 20, 2001, the Servicer and its parent company, PG&E Corporation, jointly filed with the United States Bankruptcy Court of the Northern District of California (the "Bankruptcy Court") a proposed plan of reorganization (the "Plan") under Chapter 11 of the U.S. Bankruptcy Code and a proposed disclosure statement describing the Plan. The Plan was amended on several occasions after the initial filing. The CPUC has proposed an alternative plan of reorganization. Confirmation hearings on the CPUC's alternative plan began on November 18, 2002. The trial on the Plan began on December 16, 2002. On March 4, 2003, the Bankruptcy Court ordered the Servicer, the CPUC, and other parties involved in the confirmation trial to participate in settlement negotiations. On March 11, 2003, the Bankruptcy Court then issued orders staying nearly all the proceedings in the confirmation trial until May 12, 2003. On April 23, 2003, the Bankruptcy Court extended t his stay for an additional 30 days. A status conference is scheduled for June 16, 2003. PG&E Funding LLC does not expect payments on the Notes to be affected by the Servicer's plan or the CPUC's alternative plan. The Servicer has asserted that neither the Servicer's plan nor the CPUC's alternative plan will have an adverse effect on its ability to perform all duties as servicer.

RESULTS OF OPERATIONS

     Income generated from the Transition Property receivable for the three months ended March 31, was approximately $24,046,000 in 2003 and $29,526,000 in 2002. The decrease in 2003 reflects the declining Transition Property receivable balance.

     Interest income earned from other investments for the three months ended March 31, was approximately $341,000 in 2003 and $393,000 in 2002. PG&E Funding LLC earns interest income on the Restricted funds balance. The decrease in interest income in 2003 was primarily due to (1) a decrease in the average balance of Restricted funds, and (2) a lower average interest rate on the Restricted funds. The average balance of the Restricted funds decreased due to a decrease in FTA Charges collected in the first quarter of 2003 as a result of a reduction in FTA Charge rates beginning January 1, 2003.

     Interest expense for the three months ended March 31, was approximately $23,614,000 in 2003 and $28,289,000 in 2002. Interest expense includes (1) interest on the Notes, (2) amortization of the Note discount, and (3) amortization of issuance costs. The decrease in interest expense in 2003 was primarily due to the declining balance of the Notes.

     PG&E Funding LLC incurred servicing fees of approximately $906,000 during the three months ended March 31, 2003 and $1,088,000 during the three months ended March 31, 2002. Servicing fees are calculated as a percentage of the outstanding Note balance. The decrease in servicing fees in 2003 was due to the declining balance of the Notes.

     Administrative and general fees were approximately $59,000 for the three months ended March 31, 2003 and $41,000 for the three months ended March 31, 2002. Administrative and general fees consist primarily of rent expenses, legal fees, and other administrative fees.


LIQUIDITY AND FINANCIAL RESOURCES

     PG&E Funding LLC expects to use collections of the Transition Property receivable including interest income on the Transition Property receivable to make scheduled principal and interest payments on the Notes. Income earned on the Transition Property receivable is expected to offset (1) interest expense on the Notes, (2) amortization of debt issuance expenses and the discount on the Notes, and (3) the fees charged by Pacific Gas and Electric Company, as Servicer, for servicing the Transition Property and providing administrative services to PG&E Funding LLC.

Operating Activities:

     Operating activities provided net cash of approximately $72,432,000 for the three months ended March 31, 2003 and $69,672,000 for the three months ended March 31, 2002. Cash provided by operating activities represents the excess of FTA Charges and earnings on FTA collections over cash payments for interest, servicing fees and administrative and general operation. The increase in net cash provided by the operating activities in 2003 was primarily due to a decrease in interest payments due to the declining balance of the Notes.


     Collections of FTA Charges were approximately $96,353,000 for the three months ended March 31, 2003 and $98,269,000 for the three months ended March 31, 2002. The decrease in collections in 2003 was due to a decrease in the applicable FTA Charge rates which became effective on January 1, 2003.


     Interest payments on the Notes were approximately $23,295,000 for the three months ended March 31, 2003 and $27,861,000 for the three months ended March 31, 2002. Payments for servicing fees and other expenses were approximately $967,000 for the three months ended March 31, 2003 and $1,129,000 for the three months ended March 31, 2002. The decrease in payments made during the first quarter of 2003 was primarily due to the declining balance of the Notes.

Investing Activities:

     Investing activities provided net cash of approximately $2,701,000 for the three months ended March 31, 2003 and provided net cash of approximately $5,206,000 for the three months ended March 31, 2002. The decrease in net cash provided by investing activities during the first quarter of 2003 was primarily due to the use of smaller amounts of Restricted funds (reserve subaccounts) as a result of the increase in cash provided by operating activities.


Financing Activities:

     Financing activities used net cash of approximately $74,795,000 and $74,830,000 for the three months ended March 31, 2003 and 2002. Cash used in financing activities in both 2003 and 2002 was entirely related to principal payments on the Notes.


RESTRICTED FUNDS

     The Restricted funds balances were approximately $64,250,000 at March 31, 2003 and $66,951,000 at December 31, 2002. The Restricted funds balances include collected FTA Charges and Subaccounts required by the Indenture.

     As previously discussed, the Servicer collects FTA Charges from residential and small commercial electric customers and remits the amounts collected to the Trustee on a daily basis. The Trustee holds the collected FTA Charges in separate bank accounts. The funds in these bank accounts are restricted and can only be used to pay principal and interest on the Notes and related expenses. These funds are classified as "Restricted funds" in the Balance Sheets.

           The Indenture requires PG&E Funding LLC to maintain certain minimum balances in the Subaccounts within the Restricted funds. The balances in the Subaccounts are to be used only in the event of a shortfall in collections of FTA Charges. No default occurs under the Indenture if the minimum balances are not maintained. However, the Servicer is required to take responsible actions to establish the rate of FTA Charges at a level that is projected to replenish the Subaccounts to their required balances within twelve months of the effective date of any change in FTA Charge rates.     

     A shortfall in collections of FTA Charges results when scheduled payments of principal and interest on the Notes, and related expenses, exceed the FTA Charges collected. A surplus in collections of FTA Charges results when collections of these charges exceeds payments of principal and interest on the Notes and related expenses. Collections of FTA Charges resulted in a shortfall of approximately $2,363,000 at March 31, 2003.      
     

     PG&E Funding LLC monitors the level of the Restricted funds available to cover any possible shortfall in collections of FTA Charges. Should shortfalls occur, the Servicer will assess whether to make an advice filing to request an increase in the FTA Charge rates.

CRITICAL ACCOUNTING POLICIES

     The preparation of financial statements in accordance with accounting principles generally accepted in the United States involves the use of estimates and assumptions that affect the amounts reported in the financial statements. Application of PG&E Funding LLC's significant accounting policies did not result in management needing to make material assumptions about matters that would be considered highly uncertain at the time of estimation. Additionally, the adoption of new accounting policies did not result in a material impact on PG&E Funding LLC's financial statements.

Forward-looking Information:

----------------------------

     This Quarterly Report on Form 10-Q contains forward-looking statements that future collections of FTA Charges are expected to be sufficient to cover scheduled principal and interest payments on the Notes and related expenses. These statements involve risks and uncertainties and are based on the beliefs and assumptions of management and on information currently available to management. Actual results or outcomes could differ materially as a result of various factors, including:


    
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Omitted with respect to PG&E Funding LLC pursuant to Instruction H 1(a) and (b) of Form 10-Q. Not applicable to the Trust.

ITEM 4. CONTROLS AND PROCEDURES

     Based on an evaluation of PG&E Funding LLC's disclosure controls and procedures conducted on April 24, 2003, PG&E Funding LLC's principal executive officer and principal financial officer have concluded that such controls and procedures effectively ensure that information required to be disclosed by PG&E Funding LLC in reports that the company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission (SEC) rules and forms.

     There were no significant changes in internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation.


PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     Omitted with respect to PG&E Funding LLC pursuant to Instruction H 1(a) and (b) of Form 10-Q. Not applicable to the Trust.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Omitted with respect to PG&E Funding LLC pursuant to Instruction H 1(a) and (b) of Form 10-Q. Not applicable to the Trust.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     Omitted with respect to PG&E Funding LLC pursuant to Instruction H 1(a) and (b) of Form 10-Q. Not applicable to the Trust.

ITEM 5. OTHER INFORMATION

     The Quarterly Servicer's Certificate dated March 25, 2003, attached as Exhibit 99.1 hereto, includes certain additional information regarding collections of FTA Charges.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

Exhibits required to be filed by Item 601 of Regulation S-K:

     
   

99.1

Quarterly Servicer's Certificate dated March 25, 2003

       

(b)

Exhibits required to be filed by the Sarbanes-Oxley Act of 2002

       
   

99.2

Certifications of the Principal Executive Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002

   

99.3

Certifications of the Principal Financial Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002

   

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 13th day of May, 2003.

 

 

PG&E FUNDING LLC, as Registrant

 

 

By /s/ DINYAR B. MISTRY

------------------------------------------

Dinyar B. Mistry, Controller

 

 

 

I, Kent M. Harvey, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of PG&E Funding LLC;

     
 

2.

Based on my knowledge, this quarterly 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

   

quarterly report;

     
 

3.

Based on my knowledge, the financial statements, and other financial information

   

included in this quarterly 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 quarterly report;

     
 

4.

The registrant's other certifying officers and I are responsible for establishing

   

and maintaining disclosure controls and procedures (as defined in Exchange Act

   

Rules 13a-14 and 15d-14) for the registrant and we have:

       
   

(a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

       
   

(b)

evaluated the effectiveness of the registrant's disclosure controls and

     

procedures within 90 days prior to the filing date of this quarterly report

     

(the "Evaluation Date"); and

       
   

(c)

presented in this quarterly report our conclusions about the effectiveness

     

of the disclosure controls and procedures based on our evaluation as of the

     

Evaluation Date;

       
 

5.

The registrant's other certifying officers and I have disclosed, based on our most

   

recent evaluation, to the registrant's auditors and the audit committee of

   

registrant's board of directors (or persons performing the equivalent function):

       
   

(a)

all significant deficiencies in the design or operation of internal controls which

     

could adversely affect the registrant's ability to record, process, summarize and

     

report financial data and have identified for the registrant's auditors any

     

material weaknesses in internal controls; and

       
   

(b)

any fraud, whether or not material, that involves management or other employees

     

who have a significant role in the registrant's internal controls; and

     
 

6.

The registrant's other certifying officers and I have indicated in this

   

quarterly report whether or not there were significant changes in internal

   

controls or in other factors that could significantly affect internal controls

   

subsequent to the date of our most recent evaluation, including any corrective

   

actions with regard to significant deficiencies and material weaknesses.

     
     

Date: May 13, 2003

     
     
     
     

/s/ Kent M. Harvey

     

Kent M. Harvey

     

Chairman and President

     

PG&E Funding LLC

     

 

 

I, Michael J. Donnelly, certify that:

 

1.

I have reviewed this quarterly report on Form 10-Q of PG&E Funding LLC;

     
 

2.

Based on my knowledge, this quarterly 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

   

quarterly report;

     
 

3.

Based on my knowledge, the financial statements, and other financial information

   

included in this quarterly 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 quarterly report;

     
 

4.

The registrant's other certifying officers and I are responsible for establishing

   

and maintaining disclosure controls and procedures (as defined in Exchange Act

   

Rules 13a-14 and 15d-14) for the registrant and we have:

       
   

(a)

designed such disclosure controls and procedures 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 quarterly report is being prepared;

       
   

(b)

evaluated the effectiveness of the registrant's disclosure controls and

     

procedures within 90 days prior to the filing date of this quarterly report

     

(the "Evaluation Date"); and

       
   

(c)

presented in this quarterly report our conclusions about the effectiveness

     

of the disclosure controls and procedures based on our evaluation as of the

     

Evaluation Date;

       
 

5.

The registrant's other certifying officers and I have disclosed, based on our most

   

recent evaluation, to the registrant's auditors and the audit committee of

   

registrant's board of directors (or persons performing the equivalent function):

       
   

(a)

all significant deficiencies in the design or operation of internal controls which

     

could adversely affect the registrant's ability to record, process, summarize and

     

report financial data and have identified for the registrant's auditors any

     

material weaknesses in internal controls; and

       
   

(b)

any fraud, whether or not material, that involves management or other employees

     

who have a significant role in the registrant's internal controls; and

     
 

6.

The registrant's other certifying officers and I have indicated in this

   

quarterly report whether or not there were significant changes in internal

   

controls or in other factors that could significantly affect internal controls

   

subsequent to the date of our most recent evaluation, including any corrective

   

actions with regard to significant deficiencies and material weaknesses.

     
     

Date: May 13, 2003

     
     
     
     

/s/ Michael J. Donnelly

     

Michael J. Donnelly

     

Treasurer

     

PG&E Funding LLC

     

 

INDEX TO EXHIBITS

Exhibit Number

Description

--------------

----------------------------------------

99.1

Quarterly Servicer's Certificate dated March 25, 2003

99.2

Certifications of the Principal Executive Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002

99.3

Certifications of the Principal Financial Officer of PG&E Funding LLC required by Section 906 of the Sarbanes-Oxley Act of 2002