OVERVIEW

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. 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 electricity distribution customers and approximately 4.3 million natural gas distribution customers at March 31, 2009. The Utility had approximately $41 billion in assets at March 31, 2009 and generated revenues of approximately $3.4 billion in the three months ended March 31, 2009.

The Utility is regulated primarily by the California Public Utilities Commission ("CPUC") and the Federal Energy Regulatory Commission ("FERC"). The Utility generates revenues mainly through the sale and delivery of electricity and natural gas at rates set by the CPUC and the FERC. Rates are set to permit the Utility to recover its authorized "revenue requirements" from customers. Revenue requirements are designed to allow the Utility an opportunity to recover its reasonable costs of providing utility services, including a return of, and a fair rate of return on, its investment in Utility facilities ("rate base"). Pending regulatory proceedings that could result in rate changes and affect the Utility's revenues are discussed in PG&E Corporation's and the Utility's combined Annual Report on Form 10-K for the year ended December 31, 2008, which, together with the information incorporated by reference into such report, is referred to in this quarterly report as the "2008 Annual Report." Significant developments that have occurred since the 2008 Annual Report was filed with the Securities and Exchange Commission ("SEC") are discussed in this Quarterly Report on Form 10-Q.

This is a combined quarterly report of PG&E Corporation and the Utility and includes separate Condensed Consolidated Financial Statements for each of these two entities. PG&E Corporation's Condensed Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries. The Utility's Condensed 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 Condensed Consolidated Financial Statements and the Notes to the Condensed Consolidated Financial Statements included in this quarterly report, as well as the MD&A, the audited Consolidated Financial Statements, and the Notes to the Consolidated Financial Statements incorporated by reference in the 2008 Annual Report.

Summary of Changes in Earnings per Common Share and Income Available for Common Shareholders for the Three Months Ended March 31, 2009

PG&E Corporation's diluted earnings per common share ("EPS") for the three months ended March 31, 2009 was $0.65 per share, compared to $0.62 per share for the same period in 2008. For the three months ended March 31, 2009, PG&E Corporation's income available for common shareholders increased by approximately $17 million, or 8%, to $241 million, compared to $224 million for the same period in 2008.

The increase in EPS and income available for common shareholders is primarily due to the Utility's return on equity ("ROE") on higher authorized capital investments (representing a $26 million increase in income available for common shareholders as compared to the same period in 2009). In addition, results for the three months ended March 31, 2009 reflected a benefit of approximately $25 million because the Utility incurred lower storm- and outage-related expenses in the three months ended March 31, 2009 as compared to the same period in 2008.

This increase in diluted EPS and income available for common shareholders was partially offset by approximately $26 million, as compared to the same period in 2008, attributable to higher uncollectible expenses due to the economic conditions in the Utility's service territory, increased employee severance costs, and an increase in the liability for non-pension employee benefits reflecting recent stock market performance and lower assumed rates of return. Additionally, during the three months ended March 31, 2009, the Utility incurred higher expenses, to perform accelerated system-wide gas integrity surveys and associated remedial work which decreased income available from common shareholders by approximately $5 million, as compared to the same period in 2008.

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, timely recover its authorized costs, 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 based on its costs of service in proceedings such as the General Rate Case ("GRC") filed with the CPUC and transmission owner ("TO") rate cases filed with the FERC. Unlike the current GRC, which set revenue requirements for a four-year period (2007 through 2010), it is expected that the next GRC will set revenue requirements for the Utility's electric and natural gas distribution operations and electric generation operations for a three-year period (2011 through 2013). From time to time, the Utility also files separate applications requesting the CPUC or the FERC to authorize additional revenue requirements for specific capital expenditure projects such as new power plants, gas or electric transmission facilities, installation of an advanced metering infrastructure, and reliability or system infrastructure improvements. The Utility's revenues will also be affected by incentive ratemaking, including the CPUC's customer energy efficiency shareholder incentive mechanism. (See Note 11 of the Notes to the Condensed Consolidated Financial Statements.) In addition, the CPUC has authorized the Utility to recover 100% of its reasonable electric fuel and energy procurement costs and has established a timely rate adjustment mechanism to recover such costs. As a result, the Utility's revenues and costs can be affected by volatility in the prices of natural gas and electricity. (See "Risk Management Activities" below.)

· Capital Structure and Return on Common Equity. The Utility's current CPUC-authorized capital structure includes a 52% common equity component. The CPUC has authorized the Utility to earn a ROE of 11.35% on the equity component of its electric and natural gas distribution and electric generation rate base. The Utility's capital structure is set until 2011, and its cost of capital components, including an 11.35% ROE, will only be changed before 2011 if the annual automatic adjustment mechanism established by the CPUC is triggered. If the 12-month October-through-September average yield for the Moody's Investors Service utility bond index increases or decreases by more than 1% as compared to the applicable benchmark, the Utility can adjust its authorized cost of capital effective on January 1 of the following year. The Utility can also apply for an adjustment to either its capital structure or its cost of capital at any time in the event of extraordinary circumstances.

· The Ability of the Utility to Control Costs While Improving Operational Efficiency and Reliability. The Utility's revenue requirements 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 authorized rate of return and the amount of PG&E Corporation's net income available for shareholders. When capital expenditures are higher than authorized levels, the Utility incurs associated depreciation, property tax, and interest expense but does not recover revenues to offset these expenses or earn an ROE until the 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. In addition, the Utility expects that it will continue to incur higher costs to accelerate system-wide natural gas leak surveys and associated remedial work. (See "Results of Operations" below.) The Utility continually seeks to achieve operational efficiencies and improve reliability while creating future sustainable cost savings to offset these higher anticipated expenses. The Utility also seeks to make the amount and timing of its capital expenditures consistent with budgeted amounts and timing.

· The Availability and Terms of Debt and Equity Financing. The amount and timing of the Utility's future financing needs will depend on various factors, some of which include the conditions in the capital markets, the amount and timing of scheduled principal and interest payments on long-term debt, the amount and timing of planned capital expenditures, and the amount and timing of interest payments related to the remaining disputed claims that were made by electricity suppliers in the Utility's proceeding under Chapter 11 of the U.S. Bankruptcy Code ("Chapter 11"). (See Note 10 of the Notes to the Condensed Consolidated Financial Statements.) The amount of the Utility's short-term financing will vary depending on the level of operating cash flows, seasonal demand for electricity and natural gas, volatility in electricity and natural gas prices, and collateral requirements related to price risk management activity, among other factors. In order to maintain the Utility's CPUC-authorized capital structure, PG&E Corporation will be required to contribute equity to the Utility. The timing and amount of these future equity contributions will affect the timing and amount of any future equity or debt issuances by PG&E Corporation. In March 2009, PG&E Corporation and the Utility issued $350 million and $550 million, respectively, of senior unsecured notes. (See "Liquidity and Financial Resources" below.)

In addition to the key factors discussed above, PG&E Corporation's and the Utility's future results of operations and financial condition are subject to the risk factors. (See "Risk Factors" in the 2008 Annual Report.)

This combined quarterly report on Form 10-Q, including MD&A, 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 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;

· the effect of weather, storms, earthquakes, fires, floods, disease, other natural disasters, explosions, accidents, mechanical breakdowns, disruption of information technology and computer systems, acts of terrorism, and other events or hazards on the Utility's facilities and operations, its customers, and 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 including the development of alternative energy sources, or other reasons;

· operating performance of the Diablo Canyon Power Plant ("Diablo Canyon"), the availability of nuclear fuel, the occurrence of unplanned outages at Diablo Canyon, or the temporary or permanent cessation of 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 incurs substantial expense to improve the safety and reliability of its electric and natural gas systems;

· whether the Utility achieves the CPUC's energy efficiency targets and recognizes any incentives that the Utility may earn in a timely manner;

· the impact of changes in federal or state laws, or their interpretation, on energy policy and the regulation of utilities and their holding companies;

· the impact of changing wholesale electric or gas market rules, including new rules of the California Independent System Operator ("CAISO") to restructure the California wholesale electricity market;

· how the CPUC administers the conditions imposed on PG&E Corporation when it became the Utility's holding company;

· 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, especially given the recent deteriorating conditions in the economy and financial markets;

· the impact of environmental laws and regulations and the costs of compliance and remediation;

· the effect of municipalization, direct access, community choice aggregation, 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" in the 2008 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.

RESULTS OF OPERATIONS

The table below details certain items from the accompanying Condensed
Consolidated Statements of Income for the three months ended March 31, 2009 and
2008:

                                                                  Three Months ended March 31,
(in millions)                                                       2009                2008
Utility
Electric operating revenues                                     $       2,426       $       2,514
Natural gas operating revenues                                          1,005               1,219
Total operating revenues                                                3,431               3,733
Cost of electricity                                                       883               1,027
Cost of natural gas                                                       557                 775
Operating and maintenance                                               1,059               1,036
Depreciation, amortization, and decommissioning                           419                 402
Total operating expenses                                                2,918               3,240
Operating income                                                          513                 493
Interest income                                                             9                  24
Interest expense                                                         (173 )              (180 )
Other income, net                                                          21                  19
Income before income taxes                                                370                 356
Income tax provision                                                      131                 120
Net Income                                                                239                 236
Preferred dividend requirement                                              3                   3
Income available for common shareholders                        $         236       $         233
PG&E Corporation, Eliminations, and Other(1)
Operating revenues                                              $           -       $           -
Operating expenses                                                          -                   -
Operating loss                                                              -                   -
Interest income                                                             -                   2
Interest expense                                                           (8 )                (7 )
Other expense, net                                                         (3 )               (14 )
Loss before income taxes                                                  (11 )               (19 )
Income tax benefit                                                        (16 )               (10 )
Net gain (loss)                                                 $           5       $          (9 )
Consolidated Total
Operating revenues                                              $       3,431       $       3,733
Operating expenses                                                      2,918               3,240
Operating income                                                          513                 493
Interest income                                                             9                  26
Interest expense                                                         (181 )              (187 )
Other income, net                                                          18                   5
Income before income taxes                                                359                 337
Income tax provision                                                      115                 110
Net Income                                                                244                 227
Preferred dividend requirement of subsidiary                                3                   3
Income available for common shareholders                        $         241       $         224

(1) PG&E Corporation eliminates all intercompany transactions in consolidation.

The following presents the Utility's operating results for the three months ended March 31, 2009 and 2008.

Electric Operating Revenues

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, the Utility relies on electricity provided under long-term contracts entered into by the California Department of Water Resources ("DWR") to meet a material portion of the Utility's customers' demand ("load"). The Utility's electric operating revenues consist of amounts charged to customers for electricity generation and procurement and for electric transmission and distribution services, as well as amounts charged to customers to recover the cost of public purpose programs, energy efficiency programs, and demand side management.

The following table provides a summary of the Utility's electric operating revenues:

                                                                         Three Months Ended
                                                                              March 31,
(in millions)                                                        2009                2008
Electric operating revenues                                        $   2,821         $       2,841
DWR pass-through revenues (1)                                           (395 )                (327 )
Utility electric operating revenues                                $   2,426         $       2,514

(1) These are revenues collected on behalf of the DWR for electricity allocated to the Utility's customers under contracts between the DWR and power suppliers and are not included in the Utility's Condensed Consolidated Statements of Income.

The Utility's electric operating revenues decreased in the three months ended March 31, 2009 by approximately $88 million, or approximately 4%, compared to the same period in 2008 mainly due to the following factors:

· Electricity procurement costs passed through to customers decreased by approximately $147 million. (See "Cost of Electricity" below.)

· Public purpose program costs passed through to customers decreased by approximately $29 million, as 2009 marks the beginning of a new program cycle that will run through 2011. Revenues and expenses increase as programs become more established and enrollment increases. The public purpose programs primarily consist of the electric energy efficiency programs; low-income energy efficiency programs; research, development, and demonstration programs; and renewable energy programs. (See "Operating and Maintenance" below.)

These decreases were partially offset by the following:

· Base revenues increased by approximately $26 million as a result of attrition adjustments as authorized in the 2007 GRC.

· Revenues associated with separately funded projects placed in service, including Gateway Generating Station and the new steam generators at Diablo Canyon, increased by approximately $46 million.

· Other miscellaneous increases in electric operating revenues of approximately $16 million.

The Utility's electric operating revenues for the remainder of 2009 and 2010 are expected to increase as 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. Additionally, on April 16, 2009, the CPUC approved a decision authorizing the Utility to recover approximately $47 million, including approximately $12 million of interest, of costs that the Utility incurred in connection with its efforts to determine the market value of its hydroelectric generation facilities in 2000 and 2001. (See "Regulatory Matters" below.)

Revenue requirements associated with new or expanded public purpose, energy efficiency, and demand response programs will also result in increased electric operating revenues. In addition, future electric operating revenues are impacted by changes in the Utility's electricity procurement costs as discussed under "Cost of Electricity" below. Finally, the Utility may recognize additional incentive revenues to the extent that it achieves the CPUC's energy efficiency goals.

Cost of Electricity

The Utility's cost of electricity includes electricity purchase costs, the cost of fuel used by its generation facilities, and the cost of fuel supplied to other facilities under tolling agreements. These costs are passed through to customers. The Utility's cost of electricity also includes realized gains and losses on price risk management activities. (See Notes 7 and 8 of the Notes to the Condensed Consolidated Financial Statements.) 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 Condensed 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:

                                                             Three Months Ended
                                                                  March 31,
    (in millions)                                             2009          2008
    Cost of purchased power                                $      870     $  1,038
    Proceeds from surplus sales allocated to the Utility          (31 )        (46 )
    Fuel used in owned generation                                  44           35
    Total cost of electricity                              $      883     $  1,027
    Average cost of purchased power per kWh (1)            $    0.079     $  0.088
    Total purchased power (in millions of kWh)                 10,987       11,757

(1) Kilowatt-hour

The Utility's total cost of electricity decreased in the three months ended March 31, 2009 by approximately $144 million, or 14%, compared to the same . . .