UNITED STATES
 
 
SECURITIES AND EXCHANGE COMMISSION
 
 
Washington, D.C. 20549
 
FORM 10-K


(Mark One)
[X]
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
EXCHANGE ACT OF 1934
 
For the fiscal year ended  December 31, 2009                                                   
 
Or
[   ]
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 
SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________________________  to  __________________________
   
 
Commission File Number of issuing entity: 333-119762
 
PG&E ENERGY RECOVERY FUNDING LLC
(Exact name of issuing entity as specified in its charter)
 
PACIFIC GAS AND ELECTRIC COMPANY
(Exact name of depositor and sponsor as specified in its charter)
 


 

 
 

 
     
Delaware
 
20-1707696
     
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
     
245 Market Street, Suite 424
San Francisco, California
 
 
 
94105
     
(Address of principal executive offices)
 
(Zip Code)
     
Registrant's telephone number, including area code  (415) 973-6252                                 
 
 
Securities registered pursuant to Section 12(b) of the Act:   None
 
Securities registered pursuant to Section 12(g) of the Act:   None
 
Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Regulations Act.
              [ ] Yes                [X] No
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
              [ ] Yes                [X] No
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
              [X] Yes                [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files).
              [  ] Yes                [X] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
[  ] Large accelerated filer     [  ] Accelerated filer     [X] Non-accelerated filer     [  ] Smaller reporting company
(Do not check if a smaller
reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
              [  ] Yes                [X] No


The registrant does not have any voting or non-voting common equity held by non-affiliates.

Documents incorporated by reference: A portion of the Joint Proxy Statement relating to the 2010 Annual Meeting of Shareholders of PG&E Corporation and Pacific Gas and Electric Company has been incorporated by reference in Item 11 of Part III of this report.





PART I

Item 1.   Business.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 1A.   Risk Factors.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 1B.   Unresolved Staff Comments.

     None.

Item 2.   Properties.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 3.   Legal Proceedings.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 4.   Reserved.

PART II

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

     Omitted pursuant to General Instruction J of Form 10-K.

Item 6.   Selected Financial Data.

     Omitted pursuant to General Instruction J of Form 10-K.

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

     Omitted pursuant to General Instruction J of Form 10-K.

Item 7A.   Quantitative and Qualitative Disclosures about Market Risk.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 8.   Financial Statements and Supplementary Data.

     Omitted pursuant to General Instruction J of Form 10-K.

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

     Omitted pursuant to General Instruction J of Form 10-K.

Item 9A.   Controls and Procedures.

     Omitted pursuant to General Instruction J of Form 10-K.

Item 9A(T).   Controls and Procedures.

     None.

Item 9B.   Other Information.

     None.


PART III
 

 
 
Item 10.   Directors, Executive Officers, and Corporate Governance.
 
 
PG&E Energy Recovery Funding LLC has four directors. At least one director must not be, and must not have been for at least five years prior to the date of his or her appointment:
 
an employee, director, stockholder, partner, or officer of PG&E Energy Recovery Funding LLC or any of PG&E Energy Recovery Funding LLC’s affiliates (other than his or her service as an independent director of PG&E Energy Recovery Funding LLC or of an affiliate that is a special-purpose bankruptcy-remote entity);
 
a supplier of PG&E Energy Recovery Funding LLC or any of its affiliates; or
 
any member of the immediate family of a person described in the first or second bullet points above.
 

 
 
The following are the directors and executive officers as of March 26, 2010:
 
Name
 
 
Age
 
 
Title
 
Sara A. Cherry
 
41
 
 President and Director
Dinyar B. Mistry
 
48
 
 Controller and Director
Nicholas M. Bijur
 
37
 
 Treasurer and Director
Bernard J. Angelo
 
40
 
 Director
 
Directors' and Executive Officer's Business Experience
 
Sara A. Cherry was appointed as the President and a director of PG&E Energy Recovery Funding LLC on March 2, 2010.  Effective March 1, 2010, Ms. Cherry became the Vice President, Finance and Chief Financial Officer of Pacific Gas and Electric Company.  Ms. Cherry previously served as Senior Director, Internal Auditing of Pacific Gas and Electric Company from October 2009 to February 2010.  She also served as the Director of Internal Auditing and Compliance of Pacific Gas and Electric Company from February 2009 to September 2009.  In 2006, Ms. Cherry served as Chief Financial Officer of Langer, Inc., a medical and personal care products company.  In 2005, Ms. Cherry served as Director, Management Reporting of Pacific Gas and Electric Company.

Dinyar B. Mistry is the Vice President and Controller of PG&E Corporation and Pacific Gas and Electric Company.  During 2009, Mr. Mistry served as Chief Risk Officer and Vice President of Internal Audit of the companies.  Mr. Mistry served as Vice President of Regulation and Rates from 2005 to 2008, and as Vice President and Controller of Pacific Gas and Electric Company from 2000 to 2005.

Nicholas M. Bijur has served as Treasurer and Senior Director at Pacific Gas and Electric Company since July 2009.  Prior to becoming Treasurer, he served as Assistant Treasurer of PG&E Corporation and Pacific Gas and Electric Company since 2005.  Previously, Mr. Bijur was a Vice President at Morgan Stanley in the Investment Banking Division from December 2003 to February 2005, and an Associate at Morgan Stanley from August 2000 to December 2003.

Bernard J. Angelo is the independent director.  Mr. Angelo joined Global Securitization Services, LLC in April 1997 and has been a partner since 2000. Mr. Angelo was an Assistant Vice President at Bankers Trust Company from January 1993 to April 1997.

Code of Conduct

PG&E Energy Recovery Funding LLC is a wholly-owned subsidiary of the Utility which in turn is a subsidiary of PG&E Corporation.  PG&E Corporation and the Utility have adopted codes of conduct and ethics which apply to all of their subsidiaries.  The codes of conduct and ethics are available both on PG&E Corporation's website www.pgecorp.com, and the Utility’s website www.pge.com.

Item 11.   Executive Compensation

Information responding to Item 11 appears under the headings “Compensation Discussion and Analysis (CD&A),” “Compensation Committee Report,”  “Summary Compensation Table - 2009,” “Grants of Plan-Based Awards in 2009,” “Outstanding Equity Awards at Fiscal Year End - 2009,” “Option Exercises and Stock Vested During 2009,” “Pension Benefits – 2009,” “Non-Qualified Deferred Compensation,” and “Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability” in the Joint Proxy Statement of PG&E Corporation and Pacific Gas and Electric Company relating to the 2010 Annual Meetings of Shareholders, which information, to the extent that it relates to Mr. Chris Johns and Ms. Barbara Barcon, both of whom were executive officers of PG&E Energy Recovery Funding LLC for a portion of 2009, is hereby incorporated by reference.

Bernard J. Angelo receives an annual fee of $2,500 for serving as a director of PG&E Energy Recovery Funding LLC.  None of the other directors of PG&E Energy Recovery Funding LLC receive any compensation for serving as a director.

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

     None.

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

     Information responding to Item 13 is included under Item 10. (Directors, Executive Officers, and Corporate Governance) above.

Item 14.   Principal Accountant Fees and Services.

     Omitted pursuant to General Instruction J of Form 10-K.


PART IV

Item 15.   Exhibits, Financial Statement Schedules.

(a)           Documents filed as a part of this report:

   
1.
 
Financial Statements.
         
       
Omitted pursuant to General Instruction J of Form 10-K as listed under Item 8 of this report.
         
   
2.
 
Financial Statement Schedules.
         
       
Omitted pursuant to General Instruction J of Form 10-K as listed under Item 8 of this report.
         
   
3.
 
Exhibits required by Item 601 of Regulation S-K:
 
       
31           Rule 13a-14(d)/15d-14(d) certification
 
33           Report on assessment of compliance with servicing criteria for asset-backed securities
 
34           Attestation report on assessment of compliance with servicing criteria for asset-backed securities
 
35           Servicer compliance statement
 

(b)           Exhibits required by this Form and Item 601 of Regulation S-K:

3.1           Certificate of Formation of the Issuing Entity filed with the Delaware Secretary of State on October 5, 2004 (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Amendment No. 1 to Registration Statement No. 333-119762 filed with the Securities and Exchange Commission on December 20, 2004)

3.2           Limited Liability Company Agreement of the Issuing Entity executed as of October 5, 2004 (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Amendment No. 1 to Registration Statement No. 333-119762 filed with the Securities and Exchange Commission on December 20, 2005)

4.1           Indenture dated as of February 10, 2005 between the Issuing Entity and Deutsche Bank National Trust Company providing for the issuance of Series 2005-1 Bonds (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2005)

4.2           Form of Series 2005-1 Energy Recovery Bond (included as Exhibit A to the Indenture filed as Exhibit 4.1) (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2005)

4.3           Indenture dated as of November 9, 2005 between the Issuing Entity and Deutsche Bank National Trust Company providing for the issuance of Series 2005-2 Bonds (incorporated by reference to Exhibit 4.1 to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005)

4.4           Form of Series 2005-2 Energy Recovery Bond (incorporated by reference to Exhibit 4.2 to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005)

10.1         Recovery Property Purchase and Sale Agreement dated as of February 10, 2005 between the Issuing Entity and Pacific Gas and Electric Company (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2005)

10.2         Recovery Property Servicing Agreement dated as of February 10, 2005 between the Issuing Entity and Pacific Gas and Electric Company (incorporated by reference to the exhibit with the same numerical designation included as an exhibit to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on February 10, 2005)

10.3         Recovery Property Purchase and Sale Agreement dated as of November 9, 2005 between the Issuing Entity and Pacific Gas and Electric Company (incorporated by reference to Exhibit 10.1 to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005)

10.4         First Amendment to Recovery Property Servicing Agreement dated as of November 9, 2005 between the Issuing Entity and Pacific Gas and Electric Company (incorporated by reference to Exhibit 10.3 to the Issuing Entity’s Report on Form 8-K filed with the Securities and Exchange Commission on November 10, 2005)

31            Rule 13a-14(d)/15d-14(d) certification

33            Report on assessment of compliance with servicing criteria for asset-backed securities

34            Attestation report on assessment of compliance with servicing criteria for asset-backed securities

35            Servicer compliance statement


Item 1112(b).   Significant Obligors of Pool Assets.

     None.

Item 1114(b)(2).   Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.

     None.

Item 1115(b).   Certain Derivatives Instruments.

     None.

Item 1117.   Legal Proceedings.

     No material legal proceedings to be reported.

Item 1119.   Affiliations and Certain Relationships and Related Transactions.

     PG&E Energy Recovery Funding LLC is a wholly-owned subsidiary of Pacific Gas and Electric Company.

Item 1122.   Compliance with Applicable Servicing Criteria.

     The following exhibits are attached to this report:

33           Report on assessment of compliance with servicing criteria for asset-backed securities

34           Attestation report on assessment of compliance with servicing criteria for asset-backed securities


Item 1123.   Servicer Compliance Statement.

     The following exhibit is attached to this report:

35           Servicer compliance statement


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, thereunto duly authorized, this 26th day of March 2010.

   
PG&E Energy Recovery Funding LLC
   
(Issuing Entity)
     
   
By:  Pacific Gas and Electric Company, as Servicer
 
   
By:  /s/ Nicholas M. Bijur
 
   
   
Nicholas M. Bijur
   
Treasurer, Pacific Gas and Electric Company, as Servicer





EXHIBIT INDEX

 
31           Rule 13a-14(d)/15d-14(d) certification
 
33           Report on assessment of compliance with servicing criteria for asset-backed securities
 
34           Attestation report on assessment of compliance with servicing criteria for asset-backed securities
 
35           Servicer compliance statement
 
 
 


EXHIBIT 31
 
CERTIFICATION PURSUANT TO RULE 13a-14(d)/15d-14(d)
 
I, Nicholas M. Bijur, Assistant Treasurer of Pacific Gas and Electric Company, as servicer (the "Servicer"), certify that:
 
1.           I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of PG&E Energy Recovery Funding LLC (the "Exchange Act periodic reports");
 
2.           Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.           Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
 
4.           I am responsible for reviewing the activities performed by the Servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the Servicer has fulfilled its obligations under the Recovery Property Servicing Agreement dated as of February 10, 2005 between PG&E Energy Recovery Funding LLC, as the Issuing Entity, and the Servicer, as amended by that certain First Amendment to Recovery Property Servicing Agreement dated as of November 9, 2005, in all material respects; and
 
5.           All of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rule 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report.  Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
 

Date:  March 26, 2010
 
 
/s/ Nicholas M. Bijur
 
Name:  Nicholas M. Bijur
Title:    Treasurer, Pacific Gas and Electric Company, as Servicer
 
   
   


EXHIBIT 33

REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA
 
FOR ASSET-BACKED SECURITIES
 
Pacific Gas and Electric Company (the "Servicer"), as a party participating in the servicing function under Item 1122 of Regulation AB, hereby reports on its assessment of compliance with the servicing criteria specified in paragraph (d) of Item 1122 of Regulation AB, as follows:
 
(1)           The Servicer is responsible for assessing compliance with the servicing criteria applicable to it.  The servicing criteria specified in the following paragraphs of paragraph (d) of Item 1122 of Regulation AB are not applicable to the Servicer based on the activities it performs with respect to asset-backed securities transactions taken as a whole involving the Servicer and that are backed by the same asset type backing the Series 2005-1 and Series 2005-2 Bonds:  (1)(ii) (outsourcing), (1)(iii) (back-up servicing), (1)(iv) (fidelity bond), 2(iii) (advances of funds or guarantees), (2)(v) (federally insured account), (2)(vi) (unissued checks), (4)(iii) (additions, removals or substitutions), (4)(ix) (adjustments to interest rates), (4)(x) (obligor escrow funds), (4)(xi) (payments on behalf of obligors), (4)(xii) (late payment penalties), (4)(xiii) (obligor disbursements), (4)(xv) (external credit enhancement);
 
(2)           The Servicer used the criteria in paragraph (d) of Item 1122 of Regulation AB to assess compliance with the applicable servicing criteria;
 
(3)           The Servicer has determined that it is in compliance with the applicable servicing criteria as of December 31, 2009 and for the fiscal year ended December 31, 2009, which is the period covered by this report on Form 10-K;
 
(4)           Deloitte & Touche LLP, a registered public accounting firm, has issued an attestation report on the Servicer's assessment of compliance with the applicable servicing criteria as of December 31, 2009 and for the fiscal year ended December 31, 2009, which is the period covered by this report on Form 10-K; and
 
(5)           Deutsche Bank National Trust Company (the "Trustee"), as the trustee for the Series 2005-1 and Series 2005-2 Bonds issued by the Issuing Entity, may be considered a party participating in the servicing function under Item 1122 of Regulation AB.  Although PG&E Energy Recovery Funding LLC issued all of its securities prior to the effective date of Regulation AB, PG&E Energy Recovery Funding LLC and the Servicer are providing reports and certifications pursuant to Regulation AB based on comments and discussions with the staff of the Securities and Exchange Commission during the registration statement review process.  The Trustee did not participate in such discussions and accordingly is not required to provide an assessment and attestation relating to securities issued in advance of the effective date of these requirements under Regulation AB.
 

Date:  March 26, 2010

PACIFIC GAS AND ELECTRIC COMPANY,
as Servicer

/s/ Nicholas M. Bijur
Name:  Nicholas M. Bijur
Title:    Treasurer, Pacific Gas and Electric Company, as Servicer


EXHIBIT 34

ATTESTATION REPORT ON ASSESSMENT OF COMPLIANCE WITH
SERVICING CRITERIA FOR ASSET-BACKED SECURITIES
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Board of Directors and Shareholders of
Pacific Gas and Electric Company
San Francisco, California

We have examined management's assertion, included in the accompanying Management’s Report on Assessment of Compliance with Servicing Criteria for Asset Backed Securities, that Pacific Gas and Electric Company (the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the Series 2005-1 and Series 2005-2 Bonds of PG&E Energy Recovery Funding LLC (the “Platform”) as of December 31, 2009, and for the period January 1, 2009 through December 31, 2009, excluding criteria 1122(d)(1)(ii) (outsourcing), 1122(d)(1)(iii) (back-up servicing), 1122(d)(1)(iv) (fidelity bond), 1122(d)(2)(iii) (advances of funds or guarantees), 1122(d)(2)(v) (federally insured account), 1122(d)(2)(vi) (unissued checks), 1122(d)(4)(iii) (additions, removals or substitutions), 1122(d)(4)(ix) (adjustments to interest rates), 1122(d)(4)(x) (obligor escrow funds), 1122(d)(4)(xi) (payments on behalf of obligors), 1122(d)(4)(xii) (late payment penalties), 1122(d)(4)(xiii) (obligor disbursements), and 1122(d)(4)(xv) (external credit enhancement), which management has determined are not applicable to the activities performed by the Company with respect to the Platform.  Management is responsible for the Company’s compliance with the servicing criteria. Our responsibility is to express an opinion on management's assertion about the Company’s compliance with the servicing criteria based on our examination.

Our examination was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants, as adopted by the Public Company Accounting Oversight Board (United States), and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria, including tests on a sample basis of the servicing activities related to the Platform, determining whether the Company performed those selected activities in compliance with the servicing criteria during the specified period, and performing such other procedures as we considered necessary in the circumstances. Our procedures were limited to selected servicing activities performed by the Company during the period covered by this report and, accordingly, such samples may not have included servicing activities related to each asset-backed transaction included in the Platform.  Further, an examination is not designed to detect noncompliance arising from errors that may have occurred prior to the period specified above that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company's compliance with the servicing criteria.

In our opinion, management's assertion that the Company complied with the aforementioned requirements as of December 31, 2009, and for the period January 1, 2009 through December 31, 2009 for Series 2005-1 and Series 2005-2 Bonds of PG&E Energy Recovery Funding LLC is fairly stated, in all material respects.
 
/s/ Deloitte & Touche LLP
 
 
San Francisco, CA
 

March 26, 2010
 

 
 


 

EXHIBIT 35

SERVICER COMPLIANCE STATEMENT


I, Nicholas M. Bijur, Assistant Treasurer of Pacific Gas and Electric Company (the "Servicer"), certify that:
 
(a)           A review of the Servicer’s activities during the reporting period covered by this Report on Form 10-K and of its performance under that certain Recovery Property Servicing Agreement dated as of February 10, 2005 between PG&E Energy Recovery Funding LLC, as the Issuing Entity, and the Servicer, as amended by that certain First Amendment to Recovery Property Servicing Agreement dated as of November 9, 2005 (the "Servicing Agreement") has been made under my supervision.

(b)           To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreement in all material respects throughout the reporting period.


Date:  March 26, 2010
 
/s/ Nicholas M. Bijur
Name:  Nicholas M. Bijur
Title:    Treasurer, Pacific Gas and Electric Company, as Servicer