Item 1. Business
General
PG&E Funding LLC (the "Note Issuer") is a special purpose, single member limited liability company organized under the laws of the State of Delaware. Pacific Gas and Electric Company, as the sole member of the Note Issuer, owns all of the equity securities of the Note Issuer. The principal executive office of the Note Issuer is located at 245 Market Street, Suite 424, San Francisco, California 94105. Its mailing address is Mail Code N4E, P.O. Box 770000, San Francisco, CA 94177 and its phone number is (415) 972-5467. The Note Issuer was organized in July 1997 for the limited purposes of holding and servicing the Transition Property (as described below) and issuing notes secured by the Transition Property and other limited collateral and related activities, and is restricted by its organizational documents from engaging in other activities. The Note Issuer's organizational documents require it to operate in a manner such that it should not be consolidated into the bankruptcy estate of Pacific Gas and Electric Company.
The only material business conducted by the Note Issuer has been the servicing of the Transition Property. During the year, PG&E Funding LLC collected approximately $445,373,000 in Fixed Transition Amount ("FTA") Charges (as described below) and paid $436,509,000 in principal, interest, and other expenses. Of the original $2,901,000,000 in principal amount of the PG&E Funding LLC Notes, Series 1997-1, Class A-1 through Class A-8 (the "Notes"), there remains approximately $2,030,700,000 in principal outstanding, with scheduled maturities ranging from six months to seven years. The specific interest rate and maturity of each class of Notes is specified herein under Note D of the Notes to Financial Statements attached hereto. The Notes were issued pursuant to an Indenture between the Note Issuer and Bankers Trust Company of California, N.A., as trustee (the "Indenture"). The Note Issuer sold the Notes to the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1, a Delaware business trust (the "Trust"), which issued certificates corresponding to each class of Notes (the "Certificates") in a public offering.
The Note Issuer has no employees. It entered into a servicing agreement (the "Servicing Agreement") with Pacific Gas and Electric Company pursuant to which Pacific Gas and Electric Company (in such capacity, the "Servicer") is required to service the Transition Property on behalf of the Note Issuer. In addition, the Note Issuer entered into an Administrative Services Agreement with Pacific Gas and Electric Company pursuant to which Pacific Gas and Electric Company performs administrative and operational duties for the Note Issuer.
Transition Property
The California Public Utilities Code (the "PU Code") provides for the creation of "Transition Property." 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, establishes, among other things, separate nonbypassable charges (the "FTA Charges") payable by residential electric customers and small commercial electric customers in an aggregate amount sufficient to repay in full the Certificates, fund the Overcollateralization Subaccount established under the Indenture and pay all related costs and fees. Under the PU Code and the Financing Order, the owner of Transition Property is entitled to collect FTA Charges until such owner has received amounts sufficient to retire all outstanding series of Certificates and cover related fees and expenses and the Overcollateralization Amount described in the Financing Order.
In order to enhance the likelihood that actual collections with respect to the Transition Property are neither more nor less than the amount necessary to amortize the Notes in accordance with their expected amortization schedules, pay all related fees and expenses, and fund certain accounts established pursuant to the Indenture as required, the Servicing Agreement requires Pacific Gas and Electric Company, as the Servicer of the Transition Property, to seek, and the Financing Order and the PU Code require the CPUC to approve, periodic adjustments to the FTA Charges. Such adjustments will be based on actual collections and updated assumptions by the Servicer as to future usage of electricity by specified customers, future expenses relating to the Transition Property, the Notes and the Certificates, and the rate of delinquencies and write-offs. The Servicer filed advice letters with the CPUC, advising them of decreases to the FTA Charge effective January 1, 2000, and January 1, 2001. The decreases in FTA Charges are a result of overcollection and yearly principal reduction.
The Trust
The Trust was organized in November 1997 solely for the purpose of purchasing the Notes and issuing the Certificates. It does not conduct any other material business activities.
Item 2.
Item 2. Properties.
The Note Issuer has no material physical properties. Its primary asset is the Transition Property described above in Item 1 (Business).
The Trust has no material properties. Its primary assets are the Notes described above in Item 1 (Business).
Item 3.
Item 3. Legal Proceedings.
There are no material pending legal proceedings involving the Note Issuer, the Trust, or the Transition Property.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders.
Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K.
PART II
Item 5.
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters.
(a) Sales of Unregistered Securities. -------------------------------- There is no established public trading market for the Note Issuer's equity securities. All of the Note Issuer's equity is owned by Pacific Gas and Electric Company. Pacific Gas and Electric Company purchased its membership interest in the Note Issuer in July 1997 for a purchase price of $5,000 and made capital contributions to the Note Issuer aggregating approximately $27,348,000 as of December 31, 2000. Such purchase was exempt from from registration under the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof. The Note Issuer made no other sales of unregistered securities.
(b) Restrictions on Dividends. ------------------------- The Indenture prohibits the Note Issuer from making any distributions to its member unless no default has occurred and is continuing thereunder and the book value of the remaining equity of the Note Issuer, after giving effect to such distribution, is equal to at least 0.5% of the original principal amount of all series of Notes that remain outstanding. During 2000, the Note Issuer did not make any distributions to its member. The Note Issuer may make distributions to its member from time to time in the future as permitted by the Indenture and approved by the Board of Directors.
(c) Certificate Holders. ------------------- As of March 22, 2001, the sole holder of record of the Certificates was Cede & Co., as nominee of The Depository Trust Company. The Certificates are not traded on any established trading market.
Item 6.
Item 6. Selected Financial Data.
Omitted pursuant to Instruction I of Form 10-K. Not applicable to the Trust.
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.
The following analysis of the Note Issuer's results of operations is in an abbreviated format pursuant to Instruction I of Form 10-K. Such analysis should be read in conjunction with the financial statements attached hereto.
As discussed above under Item 1 (Business), the Note Issuer is a special purpose entity established in July 1997 for limited purposes. On December 8, 1997, the Note Issuer issued Notes in order to purchase Transition Property. As the Note Issuer is restricted by its organizational documents from engaging in activities other than those described in Item 1(Business), income statement effects were limited primarily to income generated from the Transition Property receivable, interest expense on the Notes, Transition Property servicing fees and incidental investment interest income.
Income generated in 2000 and 1999 from the Transition Property receivable was approximately $150,157,000 and $170,155,000, respectively. The decrease reflects the declining Transition Property receivable balance. During 2000 and 1999, the Note Issuer also earned approximately $5,829,000 and $4,154,000 in interest from other investments, respectively. In 2000 and 1999, the Note Issuer also incurred interest expenses of approximately $143,503,000 and $161,487,000 related to interest on the Notes and the amortization of debt issuance expenses and discount on the Notes for 2000 and 1999, respectively. The decrease in interest expense is due to the declining balance of the Notes. For 2000 and 1999 the Note Issuer also incurred servicing fees of approximately $5,536,000 and $6,246,000 and administrative and general fees of approximately $70,000 and $210,000, respectively. The change in administrative and general fees is due, in part, to a refund PG&E Funding LLC received in the third quarter 2000 for additional fees it had paid that were determined to have already been included in its payment of a quarterly administrative fee.
The Note Issuer expects to use collections of 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 for servicing the Transition Property receivable and providing administrative services to the Note Issuer. (These agreements are discussed in greater detail in Note E to the Financial Statements attached hereto.)
Collections of FTA Charges are currently meeting expectations. For the year ended December 31, 2000 and 1999, collections of FTA Charges of approximately $445,373,000 and $474,386,000 were sufficient to cover scheduled payments on the Notes and related expenses. Principal and interest payments on the Notes for 2000 and 1999 were approximately $430,903,000 and $448,328,000, respectively. The collections resulted in a surplus of approximately $30,643,000 and $23,304,000 after deducting scheduled payments on the Notes and related expenses for 2000 and 1999, respectively. The excess collections will be applied toward future payments on the Notes. Management believes that it is reasonable to expect future collections of FTA Charges to be sufficient to make scheduled payments on the Notes and pay related expenses on a timely basis.
On January 4, 2001, Standard and Poor's lowered the short-term credit rating of the Servicer to A-3, and 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 Transition Property Servicing Agreement, on January 8, 2001 the Servicer began remitting collections to the trustee on a daily basis. Previously the Servicer remitted payments monthly.
On April 6, 2001, the Servicer filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code. The Note Issuer does not expect payments on the certificates to be affected by the filing. The Servicer has informed the Note Issuer that, despite the bankruptcy filing, it will continue to perform all duties as servicer, including remitting daily all amounts paid by the ratepayer with respect to the certificates to the trustee.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Long-term Debt: - -------------------- The table below provides information about the Notes at December 31, 2000:
(in millions) Expected maturity date 2001 2002 2003 2004 2005 Thereafter Total Notes $290 $290 $290 $290 $290 $581 $2,031 Average interest rate 6.2% 6.3% 6.4% 6.4% 6.4% 6.5% 6.4%
Item 8.
Item 8. Financial Statements and Supplementary Data.
The financial statements and related financial information of the Note Issuer are set forth below.
The Trust is a pass-through entity with no assets other than the Notes and no liabilities other than the Certificates. It does not have, and will not have, income or losses separate from payments on the Notes. Expenses of the trustees of the Trust are payable by the Note Issuer pursuant to the terms of a Fee and Indemnity Agreement. For these reasons, no separate financial statements of the Trust are included.
INDEPENDENT AUDITORS' REPORT
To the Member of PG&E Funding LLC:
We have audited the accompanying balance sheets of PG&E Funding LLC (a Delaware Limited Liability Company) as of December 31, 2000, and 1999, and the related statements of income and changes in member's equity and of cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PG&E Funding LLC as of December 31, 2000, and 1999, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
As discussed in Note A to the financial statements, Pacific Gas and Electric Company, the Servicer of the Transition Property, sought protection from its creditors by filing a voluntary petition under the provisions of Chapter 11 of the United States Bankruptcy Code.
/s/ DELOITTE & TOUCHE LLP San Francisco, California April 6, 2001
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Member of PG&E Funding LLC:
We have audited the accompanying statements of income and changes in member's equity and cash flows of PG&E Funding LLC (a Delaware Limited Liability Company) for the year ended December 31, 1998. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the results of operations and cash flows of PG&E Funding LLC for the year ended December 31, 1998, in conformity with generally accepted accounting principles.
/s/ ARTHUR ANDERSEN LLP San Francisco, California March 30, 1999
Notes to Financial Statements - -----------------------------
A. Basis of Presentation
The financial statements include the accounts of PG&E Funding LLC, a Delaware special purpose limited liability company, whose sole member is Pacific Gas and Electric Company, a provider of electric and natural gas services. Pacific Gas and Electric Company is a wholly owned subsidiary of PG&E Corporation. PG&E Funding LLC was formed on July 1, 1997 in order to effect the issuance of notes (the Notes) intended to support a ten percent electric rate reduction. This reduction, which became effective as of January 1, 1998, 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). As described in Note D, PG&E Funding LLC issued the Notes in December 1997.
PG&E Funding LLC was organized for the limited purposes of issuing the Notes and purchasing Transition Property. Transition Property is the right to be paid a specified amount (presented in the financial statements as "Transition Property receivable") from a nonbypassable charge payable by residential and small commercial electric distribution customers. The nonbypassable charge was authorized by the California Public Utility Commission (CPUC) pursuant to the electric industry restructuring legislation.
PG&E Funding LLC is restricted by its organizational documents from engaging in any other activities. In addition, PG&E Funding LLC's organizational documents require it to operate in such a manner that it should not be consolidated into the bankruptcy estate of Pacific Gas and Electric Company. 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, and 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 final maturity of the Notes on December 26, 2007.
On April 6, 2001, Pacific Gas and Electric Company, the Servicer of the Transition Property, filed a bankruptcy petition under Chapter 11 of the Bankruptcy Code. PG&E Funding LLC does not expect payments on the certificates to be affected by the filing. 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 all amounts paid by the ratepayer with respect to the certificates to the trustee.
B. Summary of Accounting Policies
Cash Equivalents
Cash equivalents (stated at cost, which approximates market) include working funds and short-term investments with original maturities of three months or less.
Restricted Funds
Restricted funds include amounts required under the indenture agreement, surplus collections, and interest earned on these funds.
The indenture agreement for the Notes requires PG&E Funding LLC to maintain funds equal to approximately 0.50% of the original principal amount of the Notes in an account with a trustee of the California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1(the Trust). These funds are to be held in reserve and used only in the event that collections of the nonbypassable charge provide insufficient funds to make scheduled payments on the Notes and to pay other expenses of PG&E Funding LLC.
Surplus collections of nonbypassable charges result when collection of these charges exceeds scheduled payments of principal, and interest on the Notes, and related expenses. These surplus collections were approximately $30,643,000 in 2000 and $23,304,000 in 1999, and will be applied to future payments on the Notes.
Unamortized Debt Issuance Expenses and Discount on Notes
The expenses associated with the issuance of the Notes have been capitalized. These expenses and the discount on the Notes are being amortized over the life of each respective class of Notes.
Income Taxes
PG&E Funding LLC is a single-member limited liability company. Accordingly, all federal income tax effects and all material State of California franchise tax effects of PG&E Funding LLC's activities accrue to Pacific Gas and Electric Company.
Use of Estimates
The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amount of revenues, expenses, assets, and liabilities and the disclosure of contingencies. Actual results could differ from these estimates.
C. Transition Property Receivable
Changes in the value of the Transition Property receivable reflecting a yield of approximately 6.91% are shown below (in thousands):
- ------------------------------------------------------------------------------- 2000 1999 ---------------------- Present value, January 1 $2,303,833 $2,608,064 Income due to increase in present value during the year 150,157 170,155 Less: principal and interest paid during the year (445,373) (474,386) - ------------------------------------------------------------------------------- Total Transition Property Receivable, December 31 2,008,617 2,303,833 Less: Current portion (286,945) (287,980) - ------------------------------------------------------------------------------- Noncurrent portion $1,721,672 $2,015,853 - -------------------------------------------------------------------------------
D. Long-term Debt
In December 1997, PG&E Funding LLC issued approximately $2.9 billion of the Notes to the Trust. The Trust, in turn, issued pass-through certificates known as "rate reduction bonds" with an original principal amount equal to the original principal amount of the Notes. PG&E Funding LLC used the proceeds from the Notes to purchase the Transition Property receivable from Pacific Gas and Electric Company.
The Notes are secured solely by the Transition Property and other assets of PG&E Funding LLC. Scheduled maturities and interest rates for the Notes at December 31, 2000, are:
Scheduled Principal Maturity Interest Amount Class Date Rate (in thousands) - -------------------------------------------------------------------------------- A-1 September 25, 1998 5.94% $ 0 A-2 June 25, 1999 6.01% 0 A-3 June 25, 2000 6.15% 0 A-4 June 25, 2001 6.16% 99,700 A-5 June 25, 2002 6.25% 290,000 A-6 September 25, 2003 6.32% 375,000 A-7 September 25, 2006 6.42% 866,000 A-8 December 26, 2007 6.48% 400,000 - -------------------------------------------------------------------------------- $2,030,700 Less: Current maturities (290,000) Unamortized discount (178) - -------------------------------------------------------------------------------- Long-term debt $1,740,522 - --------------------------------------------------------------------------------
The estimated fair value of the Notes was approximately $2.0 billion at December 31, 2000 and approximately $2.3 billion at December 31, 1999. The estimated fair value of the Notes was based on quoted market prices.
The source of repayment will be a nonbypassable charge authorized by the CPUC. This nonbypassable charge will be collected from Pacific Gas and Electric Company's residential and small commercial electric customers by Pacific Gas and Electric Company, as Servicer. Collections of the nonbypassable charge had been deposited on a monthly basis by Pacific Gas and Electric Company, as Servicer, with PG&E Funding LLC in an account maintained by the trustee of the Trust. On January 4, 2001, Standard and Poor's lowered the short-term credit rating of the Servicer to A-3, and 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 Transition Property Servicing Agreement, on January 8, 2001 the Servicer began remitting collections to the trustee on a daily basis. Each quarter such monies are used to make principal and interest payments on the Notes. The debt service requirements include an overcollateralization amount that is retained for the benefit of the holders of the Notes. Any amounts not required for debt service will be returned to PG&E Funding LLC.
E. Significant Agreements and Related Party Transactions
Under a Transition Property Servicing Agreement, Pacific Gas and Electric Company, the Servicer, is required to manage and administer the Transition Property of PG&E Funding LLC and to collect the nonbypassable charge from residential and small commercial electric customers on behalf of PG&E Funding LLC. PG&E Funding LLC pays a servicing fee equal to 0.25% of the outstanding principal amount of the Notes. The Servicer is also entitled to receive as compensation any interest earnings on nonbypassable charge collections prior to remittance to the Trust and any late payment charges collected from Pacific Gas and Electric Company's customers. For the periods ended December 31, 2000, 1999 and 1998, PG&E Funding LLC incurred servicing fees of approximately $5,536,000, $6,246,000 and $6,594,000, respectively.
Under an Administrative Services Agreement, Pacific Gas and Electric Company is required to provide administrative and technical services for PG&E Funding LLC. Pursuant to the terms of this agreement, Pacific Gas and Electric Company may not charge fees in excess of $25,000 per calendar quarter without the consent of the California Infrastructure and Economic Development Bank. For the periods ended December 31, 2000 and 1999, PG&E Funding LLC had incurred administrative services fees of approximately $100,000 in each period.
The Trust was created for the limited purposes of purchasing the Notes from PG&E Funding LLC, issuing rate reduction bonds, and applying the proceeds from the Notes to the payment of the rate reduction bonds. Under a Fee and Indemnity Agreement, PG&E Funding LLC is responsible for paying all fees and expenses incurred by the Trust.
Item 9.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
PART III
Item 10.
Item 10. Directors and Executive Officers of the Registrant.
Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K. The Trust has no directors or officers.
Item 11.
Item 11. Executive Compensation.
Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K. Not applicable to the Trust.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K. Not applicable to the Trust.
Item 13.
Item 13. Certain Relationships and Related Transactions.
Omitted with respect to the Note Issuer pursuant to Instruction I of Form 10-K. Not applicable to the Trust. PART IV
Item 14.
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) The following documents are filed as part of this report:
(1)Financial Statements: The following financial statements of the Note Issuer and report of independent accountants are included in Item 8: Independent Auditors' Report-Deloitte & Touche LLP Report of Independent Public Accountants-Arthur Andersen LLP Balance Sheets at December 31, 2000 and 1999 Statements of Income and Changes in Member's Equity for the Years Ended December 31, 2000, 1999 and 1998 Statements of Cash Flows for the Years Ended December 31, 2000, 1999 and 1998 Notes to Financial Statements
(2)Exhibits required to be filed by Item 601 of Regulation S-K:
3.1 Certificate of Formation.(1) 3.3 Amended and Restated Limited Liability Company Agreement.(1) 4.1 Note Indenture.(2) 4.2 Series Supplement.(2) 4.3 Note.(2) 4.4 Amended and Restated Declaration and Agreement of Trust.(2) 4.5 First Supplemental Trust Agreement.(2) 4.6 Rate Reduction Certificate.(2) 10.1 Transition Property Purchase and Sale Agreement.(2) 10.2 Transition Property Servicing Agreement.(2) 10.3 Note Purchase Agreement.(2) 10.4 Fee and Indemnity Agreement.(2) 23.1 Consent of Arthur Andersen LLP 23.2 Consent of Deloitte & Touche LLP 99.1 Quarterly Servicer's Certificate dated December 25, 2000
(b) Reports on Form 8-K filed during the quarter ended December 31, 2000 and through the date hereof:
1. January 4, 2001 Item 5. Other Events
2. April 6, 2001 Item 5. Other Events
- ------------------------------------------------------------------------------- (1)Incorporated by reference to the exhibit with the same name and numerical designation included in the Registrant's Registration Statement on Form S-3 No. 333-30715.
(2)Incorporated by reference to the exhibit with the same name and numerical designation included in the Registrant's Report on Form 8-K dated December 8, 1997.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned on the 16th day of April, 2001.
PG&E FUNDING LLC, as Registrant
By /s/ KENT M. HARVEY ------------------------- Kent M. Harvey, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on April 16, 2001.
Signature Title --------- -----
/s/ KENT M. HARVEY President and Director ------------------ Kent M. Harvey (Principal Executive Officer)
/s/ MICHAEL J. DONNELLY Treasurer and Director ---------------------- Michael J. Donnelly (Principal Financial Officer)
/s/ DINYAR B. MISTRY Controller -------------------- Dinyar B. Mistry (Principal Accounting Officer)
/s/ WALTER S. LEVISON Director --------------------- Walter S. Levison
INDEX TO EXHIBITS
Exhibit Number Description - -------------- -----------
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
99.1 Quarterly Servicer's Certificate dated December 25, 2000
Other exhibits not filed herewith and listed under Part IV, Item 8, have been incorporated by reference from other documents previously filed with the Commission.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of our report included in this Form 10-K into the Company's previously filed Registration Statement File No. 333-30715.
/s/ ARTHUR ANDERSEN LLP San Francisco, California April 11, 2001
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No. 333-30715 of PG&E Funding LLC on Form S-3, as amended, of our report dated April 6, 2001 (which expresses an unqualified opinion and includes an explanatory paragraph relating to items discussed in Note A), appearing in this Annual Report on Form 10-K of PG&E Funding LLC for the year ended December 31, 2000.
/s/ DELOITTE & TOUCHE LLP San Francisco, California April 11, 2001
EXHIBIT 99.1
QUARTERLY SERVICER'S CERTIFICATE
Exhibit E to Servicing Agreement
Quarterly Servicer's Certificate
California Infrastructure and Economic Development Bank Special Purpose Trust PG&E-1 $2,901,000,000 Rate Reduction Certificates, Series 1997-1
Pursuant to Section 4.01(d)(ii) of the Transition Property Servicing Agreement dated as of December 8, 1997 (the "Transition Property Servicing Agreement") between Pacific Gas and Electric Company, as Servicer, and PG&E Funding LLC, as Note Issuer, the Servicer does hereby certify as follows:
Capitalized terms used in the Quarterly Servicer's Certificate (the "Quarterly Certificate") have their respective meanings as set forth in the Agreement. References herein to certain sections and subsections are references to the respective sections of the Agreement.
Collection Periods: September 2000, October 2000, November 2000 Distribution Date: December 25, 2000
IN WITNESS HEREOF, the undersigned has duly executed and delivered this Quarterly Servicer's Certificate the 25th day of December, 2000.
PACIFIC GAS AND ELECTRIC COMPANY, as Servicer
by: /s/ Kent M. Harvey --------------------------- Kent M. Harvey Senior Vice President-Chief Financial Officer and Treasurer