(Mark One)
|
|
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
For the Fiscal Year Ended December 31, 2018
|
|
|
☐
|
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 or Organization
|
|
IRS Employer
Identification Number
|
1-12609
|
|
PG&E CORPORATION
|
|
California
|
|
94-3234914
|
1-2348
|
|
PACIFIC GAS AND ELECTRIC COMPANY
|
|
California
|
|
94-0742640
|
|
|
77 Beale Street, P.O. Box
770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
(415)
973-1000
(Registrant's telephone number, including area code)
|
77 Beale Street, P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
(415) 973-7000
(Registrant's telephone number, including area code)
|
Title of each class
|
|
Name of
each
exchange on
which
registered
|
PG&E Corporation:
Common Stock, no par value
|
|
New York Stock Exchange
|
Pacific Gas and Electric Company:
First Preferred Stock,
cumulative, par value $25 per share:
|
|
NYSE MKT LLC
|
Redeemable: 5% Series A, 5%, 4.80%, 4.50%, 4.36%
|
|
|
Nonredeemable: 6%, 5.50%, 5%
|
|
|
PG&E Corporation
|
Yes ☐ No ☑
|
Pacific Gas and Electric Company
|
Yes ☐ No ☑
|
PG&E Corporation
|
Yes ☐ No ☑
|
Pacific Gas and Electric Company
|
Yes ☐ No ☑
|
PG&E Corporation
|
Yes ☑ No ☐
|
Pacific Gas and Electric Company
|
Yes ☑ No ☐
|
PG&E Corporation
|
Yes ☑ No ☐
|
Pacific Gas and Electric Company
|
Yes ☑ No ☐
|
PG&E Corporation
|
☑
|
Pacific Gas and Electric Company
|
☑
|
|
PG&E Corporation
|
|
Pacific Gas and Electric Company
|
|
|
Large accelerated filer ☑
|
|
Large accelerated filer ☐
|
|
|
Accelerated filer ☐
|
|
Accelerated filer ☐
|
|
|
Non-accelerated filer ☐
|
|
Non-accelerated filer ☑
|
|
|
Smaller reporting company ☐
|
|
Smaller reporting company ☐
|
|
PG&E Corporation
|
☐
|
Pacific Gas and Electric Company
|
☐
|
PG&E Corporation
|
Yes ☐ No ☑
|
Pacific Gas and Electric Company
|
Yes ☐ No ☑
|
PG&E Corporation common stock
|
$22,620 million
|
Pacific Gas and Electric Company common stock
|
Wholly owned by PG&E Corporation
|
Common Stock outstanding as of
February 22, 2019:
|
|
PG&E Corporation:
|
527,561,429 shares
|
Pacific Gas and Electric Company:
|
264,374,809 shares (wholly owned by PG&E Corporation)
|
Designated portions of the Joint Proxy Statement relating to the 2019 Annual Meetings of Shareholders
|
Part III (Items 10, 11, 12, 13 and 14)
|
|
1 Kilowatt (kW)
|
=
|
One thousand watts
|
1 Kilowatt-Hour (kWh)
|
=
|
One kilowatt continuously for one hour
|
1 Megawatt (MW)
|
=
|
One thousand kilowatts
|
1 Megawatt-Hour (MWh)
|
=
|
One megawatt continuously for one hour
|
1 Gigawatt (GW)
|
=
|
One million kilowatts
|
1 Gigawatt-Hour (GWh)
|
=
|
One gigawatt continuously for one hour
|
1 Kilovolt (kV)
|
=
|
One thousand volts
|
1 MVA
|
=
|
One megavolt ampere
|
1 Mcf
|
=
|
One thousand cubic feet
|
1 MMcf
|
=
|
One million cubic feet
|
1 Bcf
|
=
|
One billion cubic feet
|
1 MDth
|
=
|
One thousand decatherms
|
2018 Form 10-K
|
PG&E Corporation's and Pacific Gas and Electric Company's combined Annual Report on
Form 10-K for the year ended December 31, 2018
|
AB
|
Assembly Bill
|
AFUDC
|
allowance for funds used during construction
|
ALJ
|
administrative law judge
|
ARO
|
asset retirement obligation
|
ASU
|
accounting standard update issued by the FASB (see below)
|
Bankruptcy Code
|
the United States Bankruptcy Code
|
Bankruptcy Court
|
the U.S. Bankruptcy Court for the Northern District of California
|
BCPP
|
bundled customer procurement plan
|
CAISO
|
California Independent System Operator
|
Cal Fire
|
California Department of Forestry and Fire Protection
|
CARB
|
California Air Resources Board
|
CCA
|
Community Choice Aggregator
|
Central Coast Board
|
Central Coast Regional Water Quality Control Board
|
CEC
|
California Energy Resources Conservation and Development Commission
|
CEMA
|
Catastrophic Event Memorandum Account
|
Chapter 11
|
chapter 11 of title 11 of the U.S. Code
|
Chapter 11 Cases
|
the voluntary cases commenced by each of PG&E Corporation and the Utility under Chapter 11 on January 29, 2019
|
CO
2
|
carbon dioxide
|
COSO
|
Committee of Sponsoring Organizations of the Treadway Commission
|
CPUC
|
California Public Utilities Commission
|
CRRs
|
congestion revenue rights
|
CWSP
|
Community Wildfire Safety Program
|
DA
|
Direct Access
|
DER
|
distributed energy resources
|
Diablo Canyon
|
Diablo Canyon nuclear power plant
|
DIP
|
Debtor in Possession
|
DOE
|
U.S. Department of Energy
|
DOGGR
|
Division of Oil, Gas and Geothermal Resources
|
DRP
|
distribution resource plan
|
DTSC
|
Department of Toxic Substances Control
|
EDA
|
equity distribution agreement
|
EMANI
|
European Mutual Association for Nuclear Insurance
|
EPA
|
Environmental Protection Agency
|
EPS
|
earnings per common share
|
EV
|
electric vehicle
|
FASB
|
Financial Accounting Standards Board
|
FERC
|
Federal Energy Regulatory Commission
|
GAAP
|
U.S. Generally Accepted Accounting Principles
|
GHG
|
greenhouse gas
|
GRC
|
general rate case
|
GT&S
|
gas transmission and storage
|
HSM
|
hazardous substance memorandum account
|
IOUs
|
investor-owned utility(ies)
|
IRS
|
Internal Revenue Service
|
LCC
|
Land Conservation Commitment
|
LIBOR
|
London Interbank Offered Rate
|
LTIP
|
long-term incentive plan
|
MD&A
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part II, Item 7, of this Form 10-K
|
MGP(s)
|
manufactured gas plants
|
MOU
|
memorandum of understanding
|
NAV
|
net asset value
|
NDCTP
|
Nuclear Decommissioning Cost Triennial Proceedings
|
NEIL
|
Nuclear Electric Insurance Limited
|
NEM
|
net energy metering
|
NRC
|
Nuclear Regulatory Commission
|
NTSB
|
National Transportation Safety Board
|
OES
|
State of California Office of Emergency Services
|
OII
|
order instituting investigation
|
OIR
|
order instituting rulemaking
|
PAO
|
Public Advocates Office of the California Public Utilities Commission (formerly known as Office of Ratepayer Advocates or ORA)
|
PCAOB
|
Public Company Accounting Oversight Board
|
PCIA
|
Power Charge Indifference Adjustment
|
PD
|
proposed decision
|
Petition Date
|
January 29, 2019
|
PFM
|
petition for modification
|
QF
|
qualifying facility
|
RAMP
|
Risk Assessment Mitigation Phase
|
REITS
|
real estate investment trust
|
ROE
|
return on equity
|
ROU
|
right of use
|
RPS
|
renewable portfolio standard
|
SB
|
Senate Bill
|
SEC
|
U.S. Securities and Exchange Commission
|
SED
|
Safety and Enforcement Division of the CPUC
|
Tax Act
|
Tax Cuts and Jobs Act of 2017
|
TE
|
transportation electrification
|
TO
|
transmission owner
|
TURN
|
The Utility Reform Network
|
Utility
|
Pacific Gas and Electric Company
|
USAO
|
United States Attorney's Office for the Northern District of California
|
VIE(s)
|
variable interest entity(ies)
|
Water Board
|
California State Water Resources Control Board
|
WEMA
|
Wildfire Expense Memorandum Account
|
•
|
deferred consideration of replacement resources to the CPUC’s Integrated Resource Planning proceeding;
|
•
|
authorized rate recovery for up to $211.3 million (compared with the $352.1 million requested by the Utility) for an employee retention program;
|
•
|
authorized rate recovery for an employee retraining program of $11.3 million requested by the Utility;
|
•
|
rejected rate recovery of the proposed $85 million for the community impacts mitigation program on the grounds that rate recovery for such a program requires legislative authorization;
|
•
|
authorized rate recovery of $18.6 million of the total Diablo Canyon license renewal cost of $53 million and rate recovery of canceled project costs equal to 100% of direct costs incurred prior to June 30, 2016, and 25% of direct costs incurred after June 30, 2016, based on a provision of the settlement agreement among the Utility, the Joint Parties, and certain other parties that the Utility filed with the CPUC in May 2017; and
|
•
|
approved the amortization of the book value for Diablo Canyon consistent with the Diablo Canyon closure schedule.
|
•
|
approving the community impact mitigation settlement of $85 million, originally proposed in the joint settlement agreement;
|
•
|
deferring implementation to its Integrated Resource Planning to ensure that there is no increase in GHG emissions as a result of the Diablo Canyon retirement; and
|
•
|
approving full funding of the $352.1 million Diablo Canyon employee retention program, originally proposed in the joint settlement agreement.
|
|
Percent of Bundled Retail Sales
|
||||
Owned Generation Facilities
|
|
|
|
||
Nuclear
|
33.5
|
%
|
|
|
|
Small Hydroelectric
|
1.5
|
%
|
|
|
|
Large Hydroelectric
|
12.1
|
%
|
|
|
|
Fossil fuel-fired
|
11.6
|
%
|
|
|
|
Solar
|
0.6
|
%
|
|
|
|
Total
|
|
|
59.3
|
%
|
|
|
|
|
|
||
Qualifying Facilities
|
|
|
|
||
Renewable
|
0.5
|
%
|
|
|
|
Non-Renewable
|
4.4
|
%
|
|
|
|
Total
|
|
|
4.9
|
%
|
|
Irrigation Districts and Water Agencies
|
|
|
|
||
Small Hydroelectric
|
0.1
|
%
|
|
|
|
Large Hydroelectric
|
—
|
%
|
|
|
|
Total
|
|
|
0.1
|
%
|
|
Other Third-Party Purchase Agreements
|
|
|
|
||
Renewable
|
36.2
|
%
|
|
|
|
Non-Renewable
|
0.6
|
%
|
|
|
|
Large Hydroelectric
|
9.5
|
%
|
|
|
|
Total
|
|
|
46.3
|
%
|
|
Others, Net
(2)
|
(10.6
|
)%
|
|
(10.6
|
)%
|
Total
(3)
|
|
|
100
|
%
|
|
|
|
|
|
Type
|
|
GWh
|
|
Percent of Bundled Retail Sales
|
||
Biopower
|
|
2,161
|
|
|
4.4
|
%
|
Geothermal
|
|
1,816
|
|
|
3.7
|
%
|
Wind
|
|
4,861
|
|
|
10
|
%
|
RPS-Eligible Hydroelectric
|
|
1,324
|
|
|
2.7
|
%
|
Solar
|
|
8,839
|
|
|
18.1
|
%
|
Total
|
|
19,001
|
|
|
38.9
|
%
|
Generation Type
|
|
County Location
|
|
Number of Units
|
|
Net Operating Capacity (MW)
|
||
Nuclear
(1)
:
|
|
|
|
|
|
|
||
Diablo Canyon
|
|
San Luis Obispo
|
|
2
|
|
|
2,240
|
|
Hydroelectric
(2)
:
|
|
|
|
|
|
|
||
Conventional
|
|
16 counties in northern and central California
|
|
102
|
|
|
2,679
|
|
Helms pumped storage
|
|
Fresno
|
|
3
|
|
|
1,212
|
|
Fossil fuel-fired:
|
|
|
|
|
|
|
||
Colusa Generating Station
|
|
Colusa
|
|
1
|
|
|
657
|
|
Gateway Generating Station
|
|
Contra Costa
|
|
1
|
|
|
580
|
|
Humboldt Bay Generating Station
|
|
Humboldt
|
|
10
|
|
|
163
|
|
Fuel Cell:
|
|
|
|
|
|
|
||
CSU East Bay Fuel Cell
|
|
Alameda
|
|
1
|
|
|
1
|
|
SF State Fuel Cell
|
|
San Francisco
|
|
2
|
|
|
2
|
|
Photovoltaic
(3)
:
|
|
Various
|
|
13
|
|
|
152
|
|
Total
|
|
|
|
135
|
|
|
7,686
|
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Customers (average for the year)
|
5,428,318
|
|
|
5,384,525
|
|
|
5,349,691
|
|
|||
Deliveries (in GWh)
(1)
|
79,774
|
|
|
82,226
|
|
|
83,017
|
|
|||
Revenues (in millions):
|
|
|
|
|
|
||||||
Residential
|
$
|
5,051
|
|
|
$
|
5,693
|
|
|
$
|
5,409
|
|
Commercial
|
4,908
|
|
|
5,431
|
|
|
5,396
|
|
|||
Industrial
|
1,532
|
|
|
1,603
|
|
|
1,525
|
|
|||
Agricultural
|
1,234
|
|
|
1,069
|
|
|
1,226
|
|
|||
Public street and highway lighting
|
72
|
|
|
79
|
|
|
80
|
|
|||
Other
(2)
|
(720
|
)
|
|
(294
|
)
|
|
(68
|
)
|
|||
Subtotal
|
12,077
|
|
|
13,581
|
|
|
13,568
|
|
|||
Regulatory balancing accounts
(3)
|
636
|
|
|
(344
|
)
|
|
297
|
|
|||
Total operating revenues
|
$
|
12,713
|
|
|
$
|
13,237
|
|
|
$
|
13,865
|
|
Selected Statistics:
|
|
|
|
|
|
||||||
Average annual residential usage (kWh)
|
5,772
|
|
|
6,231
|
|
|
6,115
|
|
|||
Average billed revenues per kWh:
|
|
|
|
|
|
||||||
Residential
|
$
|
0.1838
|
|
|
$
|
0.1936
|
|
|
$
|
0.1887
|
|
Commercial
|
0.1627
|
|
|
0.1716
|
|
|
0.1716
|
|
|||
Industrial
|
0.1010
|
|
|
0.1055
|
|
|
0.0990
|
|
|||
Agricultural
|
0.1968
|
|
|
0.2041
|
|
|
0.1814
|
|
|||
Net plant investment per customer
|
$
|
7,950
|
|
|
$
|
7,486
|
|
|
$
|
7,195
|
|
|
|
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Customers (average for the year)
(1)
|
4,495,279
|
|
|
4,467,657
|
|
|
4,442,379
|
|
|||
Gas purchased (MMcf)
|
219,061
|
|
|
234,181
|
|
|
208,260
|
|
|||
Average price of natural gas purchased
|
$
|
2.02
|
|
|
$
|
2.30
|
|
|
$
|
1.83
|
|
Bundled gas sales (MMcf):
|
|
|
|
|
|
||||||
Residential
|
156,917
|
|
|
160,969
|
|
|
149,483
|
|
|||
Commercial
|
51,357
|
|
|
50,329
|
|
|
46,507
|
|
|||
Total Bundled Gas Sales
|
208,274
|
|
|
211,298
|
|
|
195,990
|
|
|||
Revenues (in millions):
|
|
|
|
|
|
||||||
Bundled gas sales:
|
|
|
|
|
|
||||||
Residential
|
$
|
2,042
|
|
|
$
|
2,298
|
|
|
$
|
1,968
|
|
Commercial
|
537
|
|
|
541
|
|
|
439
|
|
|||
Other
|
75
|
|
|
(25
|
)
|
|
149
|
|
|||
Bundled gas revenues
|
2,654
|
|
|
2,814
|
|
|
2,556
|
|
|||
Transportation service only revenue
|
1,151
|
|
|
976
|
|
|
800
|
|
|||
Subtotal
|
3,805
|
|
|
3,790
|
|
|
3,356
|
|
|||
Regulatory balancing accounts
(2)
|
242
|
|
|
221
|
|
|
446
|
|
|||
Total operating revenues
|
$
|
4,047
|
|
|
$
|
4,011
|
|
|
$
|
3,802
|
|
Selected Statistics:
|
|
|
|
|
|
||||||
Average annual residential usage (Mcf)
|
38
|
|
|
38
|
|
|
36
|
|
|||
Average billed bundled gas sales revenues per Mcf:
|
|
|
|
|
|
||||||
Residential
|
$
|
12.67
|
|
|
$
|
14.27
|
|
|
$
|
13.10
|
|
Commercial
|
9.04
|
|
|
11.36
|
|
|
9.45
|
|
|||
Net plant investment per customer
|
$
|
3,417
|
|
|
$
|
3,093
|
|
|
$
|
2,808
|
|
|
|
|
|
|
|
Source
|
Amount (metric tonnes CO
2
)
|
|
Fossil Fuel-Fired Plants
(1)
|
2,292,309
|
|
Natural Gas Compressor Stations and Storage Facilities
(2)
|
269,133
|
|
Distribution Fugitive Natural Gas Emissions
|
630,249
|
|
Customer Natural Gas Use
(3)
|
38,202,174
|
|
|
|
|
Amount (pounds of CO
2
per MWh)
|
|
U.S. Average
(1)
|
998
|
|
Pacific Gas and Electric Company
(2)
|
210
|
|
|
|
|
2017
|
|
2016
|
||
Total NOx Emissions (tons)
|
155
|
|
|
141
|
|
NOx Emissions Rate (pounds/MWh)
|
0.01
|
|
0.01
|
||
Total SO
2
|
14
|
|
|
13
|
|
SO
2
|
0.001
|
|
|
0.001
|
|
•
|
the ability to develop, consummate, and implement a plan of reorganization with respect to PG&E Corporation and the Utility during the Chapter 11 Cases;
|
•
|
the ability to develop and obtain applicable Bankruptcy Court, creditor, and regulatory approval of a successful plan of reorganization and the effect of any alternative proposals, views, and objections of official committees, creditors, state and federal regulators, and other stakeholders, which may make it difficult to develop and consummate a successful plan of reorganization in a timely manner;
|
•
|
the ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings and of the Chapter 11 Cases in general;
|
•
|
risks associated with third-party motions or adversary proceedings in the Chapter 11 Cases, which may interfere with business operations, including additional collateral requirements, or the ability to formulate and implement a plan of reorganization;
|
•
|
increased costs related to the Chapter 11 Cases and related litigation;
|
•
|
potential for an increase in general unsecured claims as a result of the rejection of any executory contracts or unexpired leases as permitted under the Bankruptcy Code;
|
•
|
the ability to maintain or obtain sufficient financing sources for ongoing operations during the pendency of the Chapter 11 Cases or thereafter or to fund a plan of reorganization and meet future obligations, including commitments outlined in the Utility's 2020 GRC and other regulatory proceedings;
|
•
|
the potential for a material decrease in the number of counterparties that are willing to engage in transactions, including commodity-related transactions, with PG&E Corporation or the Utility and a significant increase in the amount of collateral required to engage in any such transactions;
|
•
|
the potential for a loss of, or a disruption in the materials or services received from, suppliers, contractors or service providers with whom the Utility has commercial relationships or adverse developments in the commercial and financial terms on which such providers engage in such relationships with PG&E Corporation and the Utility;
|
•
|
risks associated with the potential that the Utility will not be able to comply with the capital structure requirements authorized by the CPUC, to the extent applicable, during the pendency of the Chapter 11 Cases or thereafter;
|
•
|
potential increased difficulty in retaining and motivating key employees and potential increased difficulty in attracting new employees during the pendency of the Chapter 11 Cases and thereafter;
|
•
|
the significant time and effort required to be spent by senior management in dealing with the Chapter 11 Cases and restructuring activities rather than focusing exclusively on business operations; and
|
•
|
the ability to continue as a going concern.
|
•
|
sell assets outside the normal course of business;
|
•
|
make capital investments outside the normal course of business;
|
•
|
consolidate or merge or sell or otherwise dispose of assets outside the normal course of business;
|
•
|
grant liens; and
|
•
|
finance operations, investments or other capital needs or engage in other business activities, including the ability to achieve California’s renewable energy goals.
|
•
|
the ability of PG&E Corporation and the Utility to raise additional capital;
|
•
|
PG&E Corporation’s and the Utility’s liquidity;
|
•
|
how PG&E Corporation’s and the Utility’s business is viewed by regulators, investors, lenders and credit ratings agencies;
|
•
|
PG&E Corporation’s and the Utility’s enterprise value; and
|
•
|
PG&E Corporation's and the Utility's ability to continue as a going concern.
|
•
|
the breakdown or failure of equipment, electric transmission or distribution lines, or natural gas transmission and distribution pipelines, that can cause explosions, fires, or other catastrophic events;
|
•
|
an overpressure event occurring on natural gas facilities due to equipment failure, incorrect operating procedures or failure to follow correct operating procedures, or welding or fabrication-related defects, that results in the failure of downstream transmission pipelines or distribution assets and uncontained natural gas flow;
|
•
|
the failure to maintain adequate capacity to meet customer demand on the gas system that results in customer curtailments, controlled/uncontrolled gas outages, gas surges back into homes, serious personal injury or loss of life;
|
•
|
a prolonged statewide electrical black-out that results in damage to the Utility’s equipment or damage to property owned by customers or other third parties;
|
•
|
the failure to fully identify, evaluate, and control workplace hazards that result in serious injury or loss of life for employees or the public, environmental damage, or reputational damage;
|
•
|
the release of radioactive materials caused by a nuclear accident, seismic activity, natural disaster, or terrorist act;
|
•
|
the failure of a large dam or other major hydroelectric facility, or the failure of one or more levees that protect land on which the Utility’s assets are built;
|
•
|
the failure to take expeditious or sufficient action to mitigate operating conditions, facilities, or equipment, that the Utility has identified, or reasonably should have identified, as unsafe, which failure then leads to a catastrophic event (such as a wild land fire or natural gas explosion);
|
•
|
inadequate emergency preparedness plans and the failure to respond effectively to a catastrophic event that can lead to public or employee harm or extended outages;
|
•
|
operator or other human error;
|
•
|
an ineffective records management program that results in the failure to construct, operate and maintain a utility system safely and prudently;
|
•
|
construction performed by third parties that damages the Utility’s underground or overhead facilities, including, for example, ground excavations or “dig-ins” that damage the Utility’s underground pipelines;
|
•
|
the release of hazardous or toxic substances into the air, water, or soil, including, for example, gas leaks from natural gas storage facilities; flaking lead-based paint from the Utility’s facilities, and leaking or spilled insulating fluid from electrical equipment; and
|
•
|
attacks by third parties, including cyber-attacks, acts of terrorism, vandalism, or war.
|
•
|
prior to June 21, 2019, “re-inspect all of its electrical grid and remove or trim all trees that could fall onto its power lines, poles or equipment in high-wind conditions, . . . identify and fix all conductors that might swing together and arc due to slack and/or other circumstances under high-wind conditions[,] identify and fix damaged or weakened poles, transformers, fuses and other connectors [and] identify and fix any other condition anywhere in its grid similar to any condition that contributed to any previous wildfires”,
|
•
|
“document the foregoing inspections and the work done and . . . rate each segment’s safety under various wind conditions” and
|
•
|
at all times from and after June 21, 2019, “supply electricity only through those parts of its electrical grid it has determined to be safe under the wind conditions then prevailing.”
|
Name
|
|
Age
|
|
Positions Held Over Last Five Years
|
|
Time in Position
|
|
|
|
|
|
|
|
|
|
John R. Simon
|
|
54
|
|
|
Interim Chief Executive Officer, PG&E Corporation
|
|
January 13, 2019 to present
|
|
|
|
|
Executive Vice President and General Counsel, PG&E Corporation
|
|
March 1, 2017 to January 13, 2019
|
|
|
|
|
|
Executive Vice President, Corporate Services and Human Resources, PG&E Corporation
|
|
August 17, 2015 to February 28, 2017
|
|
|
|
|
|
Senior Vice President, Human Resources, PG&E Corporation and Pacific Gas and Electric Company
|
|
April 16, 2007 to August 16, 2015
|
Jason P. Wells
|
|
41
|
|
|
Senior Vice President and Chief Financial Officer, PG&E Corporation
|
|
January 1, 2016 to present
|
|
|
|
|
Vice President, Business Finance
|
|
August 1, 2013 to December 31, 2015
|
Loraine M. Giammona
|
|
52
|
|
|
Senior Vice President and Chief Customer Officer
|
|
September 18, 2014 to present
|
|
|
|
|
Vice President, Customer Service
|
|
January 23, 2012 to September 17, 2014
|
Julie M. Kane
|
|
60
|
|
|
Senior Vice President, Chief Ethics and Compliance Officer, and Deputy General Counsel, PG&E Corporation and Pacific Gas and Electric Company
|
|
March 21, 2017 to present
|
|
|
|
|
Senior Vice President and Chief Ethics and Compliance Officer, PG&E Corporation and Pacific Gas and Electric Company
|
|
May 18, 2015 to March 20, 2017
|
|
|
|
|
|
Vice President, General Counsel and Compliance Officer, North America, Avon Products, Inc.
|
|
September 30, 2013 to March 31, 2015
|
|
|
|
|
|
Vice President, Ethics and Compliance, Novartis Corporation
|
|
January 1, 2010 to August 31, 2015
|
Kathleen B. Kay
|
|
56
|
|
|
Senior Vice President and Chief Information Officer
|
|
September 1, 2018 to present
|
|
|
|
|
Vice President, Business Technology
|
|
September 1, 2015 to August 31, 2018
|
|
|
|
|
|
Senior Vice President, Application Services, SunTrust Bank, Inc.
|
|
September 2012 to May 2015
|
Michael A. Lewis
|
|
56
|
|
|
Senior Vice President, Electric Operations
|
|
January 8, 2019 to present
|
|
|
|
|
Vice President, Electric Distribution Operations
|
|
August 1, 2018 to January 7, 2019
|
|
|
|
|
|
Senior Vice President and Chief Distribution Officer, Duke Energy
|
|
September 2016 to August 2018
|
|
|
|
|
|
Senior Vice President and Chief Transmission Officer, Duke Energy
|
|
January 2015 to August 2016
|
|
|
|
|
|
Senior Vice President, Energy Delivery, Progress Energy Florida
|
|
January 2008 to December 2014
|
Janet C. Loduca
|
|
51
|
|
|
Senior Vice President and Interim General Counsel, PG&E Corporation and Pacific Gas and Electric Company
|
|
January 13, 2019 to present
|
|
|
|
|
Senior Vice President and Deputy General Counsel
|
|
December 1, 2018 to January 13, 2019
|
|
|
|
|
|
Vice President and Deputy General Counsel
|
|
March 1, 2017 to November 30, 2018
|
|
|
|
|
|
Vice President, Investor Relations, PG&E Corporation
|
|
January 1, 2015 to February 28, 2017
|
|
|
|
|
|
Vice President, Safety, Health, and Environment
|
|
April 23, 2014 to December 31, 2014
|
|
|
|
|
|
Vice President, Environmental
|
|
October 1, 2011 to April 22, 2014
|
Steven E. Malnight
|
|
46
|
|
|
Senior Vice President, Energy Supply and Policy
|
|
September 1, 2018 to present
|
|
|
|
|
Senior Vice President, Strategy and Policy, PG&E Corporation and Pacific Gas and Electric Company
|
|
March 1, 2017 to August 31, 2018
|
|
|
|
|
|
Senior Vice President, Regulatory Affairs
|
|
September 18, 2014 to February 28, 2017
|
|
|
|
|
|
Vice President, Customer Energy Solutions
|
|
May 15, 2011 to September 17, 2014
|
Dinyar B. Mistry
|
|
57
|
|
|
Senior Vice President, Human Resources and Chief Diversity Officer, PG&E Corporation and Pacific Gas and Electric Company
|
|
February 1, 2017 to present
|
|
|
|
|
Senior Vice President, Human Resources, PG&E Corporation and Pacific Gas and Electric Company
|
|
June 1, 2016 to January 31, 2017
|
|
|
|
|
|
Senior Vice President, Human Resources, Chief Financial Officer, and Controller
|
|
March 1, 2016 to May 31, 2016
|
|
|
|
|
|
Senior Vice President, Human Resources and Controller, PG&E Corporation
|
|
March 1, 2016 to May 31, 2016
|
|
|
|
|
|
Vice President, Chief Financial Officer, and Controller
|
|
October 1, 2011 to February 28, 2016
|
|
|
|
|
|
Vice President and Controller, PG&E Corporation
|
|
March 8, 2010 to February 28, 2016
|
Jesus Soto, Jr.
|
|
51
|
|
|
Senior Vice President, Gas Operations
|
|
September 8, 2015 to present
|
|
|
|
|
Senior Vice President, Engineering, Construction and Operations
|
|
September 16, 2013 to September 8, 2015
|
Fong Wan
|
|
57
|
|
|
Senior Vice President, Energy Policy and Procurement, Pacific Gas and Electric Company
|
|
September 8, 2015 to present
|
|
|
|
|
Senior Vice President, Energy Procurement
|
|
October 1, 2008 to September 8, 2015
|
David S. Thomason
|
|
43
|
|
|
Vice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company
|
|
June 1, 2016 to present
|
|
|
|
|
Vice President and Controller, PG&E Corporation
|
|
June 1, 2016 to present
|
|
|
|
|
|
Senior Director, Financial Forecasting and Analysis
|
|
March 2, 2015 to May 31, 2016
|
|
|
|
|
|
Senior Director, Corporate Accounting
|
|
March 2, 2014 to March 1, 2015
|
|
|
|
|
|
Senior Director, Financial Forecasting and Analysis
|
|
September 1, 2012 to March 1, 2014
|
|
|
|
|
|
|
|
|
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
PG&E Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
16,759
|
|
|
$
|
17,135
|
|
|
$
|
17,666
|
|
|
$
|
16,833
|
|
|
$
|
17,090
|
|
Operating income (loss)
|
(9,700
|
)
|
|
2,956
|
|
|
2,177
|
|
|
1,508
|
|
|
2,450
|
|
|||||
Net income (loss)
|
(6,837
|
)
|
|
1,660
|
|
|
1,407
|
|
|
888
|
|
|
1,450
|
|
|||||
Net earnings (loss) per common share, basic
(1)
|
(13.25
|
)
|
|
3.21
|
|
|
2.79
|
|
|
1.81
|
|
|
3.07
|
|
|||||
Net earnings (loss) per common share, diluted
|
(13.25
|
)
|
|
3.21
|
|
|
2.78
|
|
|
1.79
|
|
|
3.06
|
|
|||||
Dividends declared per common share
(2)
|
—
|
|
|
1.55
|
|
|
1.93
|
|
|
1.82
|
|
|
1.82
|
|
|||||
At Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Common stock price per share
|
$
|
23.75
|
|
|
$
|
44.83
|
|
|
$
|
60.77
|
|
|
$
|
53.19
|
|
|
$
|
53.24
|
|
Total assets
(3)
|
76,995
|
|
|
68,012
|
|
|
68,598
|
|
|
63,234
|
|
|
60,228
|
|
|||||
Long-term debt (excluding current portion)
|
—
|
|
|
17,753
|
|
|
16,220
|
|
|
15,925
|
|
|
15,151
|
|
|||||
Capital lease obligations (excluding current portion)
(3)
|
9
|
|
|
18
|
|
|
31
|
|
|
49
|
|
|
69
|
|
|||||
Pacific Gas and Electric Company
|
|
|
|
|
|
|
|
|
|
||||||||||
For the Year
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating revenues
|
$
|
16,760
|
|
|
$
|
17,138
|
|
|
$
|
17,667
|
|
|
$
|
16,833
|
|
|
$
|
17,088
|
|
Operating income (loss)
|
(9,699
|
)
|
|
2,900
|
|
|
2,181
|
|
|
1,511
|
|
|
2,452
|
|
|||||
Income (loss) available for common stock
|
(6,832
|
)
|
|
1,677
|
|
|
1,388
|
|
|
848
|
|
|
1,419
|
|
|||||
At Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Total assets
|
76,471
|
|
|
67,884
|
|
|
68,374
|
|
|
63,037
|
|
|
59,964
|
|
|||||
Long-term debt (excluding current portion)
|
—
|
|
|
17,403
|
|
|
15,872
|
|
|
15,577
|
|
|
14,799
|
|
|||||
Capital lease obligations (excluding current portion)
(3)
|
9
|
|
|
18
|
|
|
31
|
|
|
49
|
|
|
69
|
|
|||||
|
|
|
|
|
|
|
|
|
|
•
|
The Outcome of the Chapter 11 Cases.
For the duration of the Chapter 11 Cases, PG&E Corporation’s and the Utility’s business is subject to the risks and uncertainties of bankruptcy. For example, the Chapter 11 Cases could adversely affect the Utility’s relationships with suppliers and employees which, in turn, could adversely affect the value of the business and assets of PG&E Corporation and the Utility. PG&E Corporation and the Utility also expect to incur increased legal and other professional costs associated with the Chapter 11 Cases and the reorganization. At this time, it is not possible to predict with certainty the effect of the Chapter 11 Cases on their business or various creditors, or whether or when PG&E Corporation and the Utility will emerge from bankruptcy. PG&E Corporation’s and the Utility’s future financial condition, results of operations, liquidity and cash flows depend upon confirming, and successfully implementing, on a timely basis, a plan of reorganization.
|
•
|
The Utility’s Ability to Fund Ongoing Operations and Other Capital Needs.
In connection with the Chapter 11 Cases, PG&E Corporation and the Utility entered into the DIP Credit Agreement, and a portion of the DIP Revolving Facility in the amount of $1.5 billion (including $750 million of the letter of credit subfacility) was made available. The remainder of the DIP Facilities are unavailable for borrowing and will remain unavailable until and unless the Bankruptcy Court approves the availability thereof following a final hearing. For the duration of the Chapter 11 Cases, PG&E Corporation and the Utility expect that the DIP Credit Agreement, together with cash on hand, cash flow from operations and distributions received from subsidiaries, will be the Utility’s primary source of capital to fund ongoing operations and other capital needs and that they will have limited, if any, access to additional financing. In the event that cash on hand, cash flow from operations, distributions received from subsidiaries, and availability under the DIP Credit Agreement are not sufficient to meet these liquidity needs, PG&E Corporation and the Utility may be required to seek additional financing, and can provide no assurance that additional financing would be available or, if available, offered on acceptable terms. The amount of any such additional financing could be limited by negative covenants in the DIP Credit Agreement, which include restrictions on PG&E Corporation's and the Utility's ability to, among other things, incur additional indebtedness and create liens on assets.
|
•
|
The Impact of Wildfires.
PG&E Corporation and the Utility face several uncertainties in connection with the 2018 Camp fire and 2017 Northern California wildfires, related to: the amount of possible loss related to third-party claims (in 2018, the Utility recorded total charges of $13.4 billion, which reflects the low end of the range of reasonably estimated losses and is subject to change based on additional information), which aggregate possible losses, if the Utility were found liable for certain or all of the costs, expenses and other losses in connection with the 2018 Camp fire and 2017 Northern California wildfires (other than potential punitive damages, fines and penalties or damages related to future claims), could exceed $30 billion; punitive damages, which could be material; fines or penalties, which could be material, if the CPUC or any law enforcement agency brought an enforcement action and determined that the Utility failed to comply with applicable laws and regulations; the amount of damages in respect of future claims, which could be material; the applicability of the doctrine of inverse condemnation in the 2018 Camp fire and 2017 Northern California wildfires litigation, which the Utility intends to continue to challenge during the pendency of its Chapter 11 Case; the applicability of other theories of liability, including negligence, related to the 2018 Camp fire and 2017 Northern California wildfire claims; the recoverability of the above mentioned costs, even if a court decision imposes liability under the doctrine of inverse condemnation; the amount of the Customer Harm Threshold under SB 901 and the timing of any recovery by the Utility in excess of the Customer Harm Threshold in a proceeding before the CPUC; and recoverability of clean-up and repair costs (the Utility incurred costs of $681 million for clean-up and repair of the Utility’s facilities through December 31, 2018). (See Notes 3 and 13 of the Notes to the Consolidated Financial Statements in Item 8 and Item 1A. Risk Factors.)
|
•
|
The Outcome of Other Enforcement, Litigation, and Regulatory Matters
. The Utility’s financial results may continue to be impacted by the outcome of other current and future enforcement, litigation (to the extent not stayed as a result of the Chapter 11 Cases), and regulatory matters, including the outcome of the Locate and Mark OII, phase two of the Safety Culture OII, the outcome of phase two of the ex parte OII, the sentencing terms of the Utility’s January 27, 2017 federal criminal conviction, including the oversight of the Utility’s probation and the potential recommendations by the third-party monitor, and potential penalties in connection with the Utility’s safety and other self-reports. (See Notes 13 and 14 of the Notes to the Consolidated Financial Statements in Item 8.)
|
•
|
The Timing and Outcome of Ratemaking Proceedings
. The Utility’s financial results may be impacted by the timing and outcome of its 2019 GT&S rate case, 2020 GRC, FERC TO18, TO19, and TO20 rate cases, future cost of capital proceedings, and its ability to timely recover costs not in rates already incurred and to be incurred in the future, including those tracked in its CEMA, WEMA, FHPMA and the Utility's 2019 Wildfire Safety Plan. The outcome of regulatory proceedings can be affected by many factors, including intervening parties’ testimonies, potential rate impacts, the Utility’s reputation, the regulatory and political environments, and other factors. (See Notes 3 and 14 of the Notes to the Consolidated Financial Statements in Item 8 and “Regulatory Matters” below.)
|
•
|
The Utility’s Compliance with the CPUC Capital Structure
. The CPUC’s capital structure decisions require the Utility to maintain a 52% equity ratio on average over the period that the authorized capital structure is in place, and to file an application for a waiver to the capital structure condition if an adverse financial event reduces its equity ratio by 1% or more. The CPUC’s decisions state that the Utility shall not be considered in violation of these conditions during the period the waiver application is pending resolution. Due to the net charges recorded in connection with the 2018 Camp fire and the 2017 Northern California wildfires as of December 31, 2018, the Utility intends to submit to the CPUC an application for a waiver of the capital structure condition on February 28, 2019. The waiver is subject to CPUC approval. The Utility is unable to predict the timing and outcome of its waiver application.
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Consolidated Total
|
$
|
(6,851
|
)
|
|
$
|
1,646
|
|
|
$
|
1,393
|
|
PG&E Corporation
|
(19
|
)
|
|
(31
|
)
|
|
5
|
|
|||
Utility
|
$
|
(6,832
|
)
|
|
$
|
1,677
|
|
|
$
|
1,388
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||||||||||||
|
Revenues and Costs:
|
|
|
|
Revenues and Costs:
|
|
|
|
Revenues and Costs:
|
|
|
||||||||||||||||||||||
(in millions)
|
That Impacted Earnings
|
|
That Did Not Impact Earnings
|
|
Total Utility
|
|
That Impacted Earnings
|
|
That Did Not Impact Earnings
|
|
Total Utility
|
|
That Impacted Earnings
|
|
That Did Not Impact Earnings
|
|
Total Utility
|
||||||||||||||||
Electric operating revenues
|
$
|
7,859
|
|
|
$
|
4,854
|
|
|
$
|
12,713
|
|
|
$
|
7,897
|
|
|
$
|
5,230
|
|
|
$
|
13,127
|
|
|
7,955
|
|
|
5,910
|
|
|
13,865
|
|
|
Natural gas operating revenues
|
3,046
|
|
|
1,001
|
|
|
4,047
|
|
|
2,969
|
|
|
1,042
|
|
|
4,011
|
|
|
2,767
|
|
|
1,035
|
|
|
3,802
|
|
|||||||
Total operating revenues
|
10,905
|
|
|
5,855
|
|
|
16,760
|
|
|
10,866
|
|
|
6,272
|
|
|
17,138
|
|
|
10,722
|
|
|
6,945
|
|
|
17,667
|
|
|||||||
Cost of electricity
|
—
|
|
|
3,828
|
|
|
3,828
|
|
|
—
|
|
|
4,309
|
|
|
4,309
|
|
|
—
|
|
|
4,765
|
|
|
4,765
|
|
|||||||
Cost of natural gas
|
—
|
|
|
671
|
|
|
671
|
|
|
—
|
|
|
746
|
|
|
746
|
|
|
—
|
|
|
615
|
|
|
615
|
|
|||||||
Operating and maintenance
|
5,475
|
|
|
1,678
|
|
|
7,153
|
|
|
5,112
|
|
|
1,271
|
|
|
6,383
|
|
|
5,662
|
|
|
1,665
|
|
|
7,327
|
|
|||||||
Wildfire-related claims, net of insurance recoveries
|
11,771
|
|
|
—
|
|
|
11,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
—
|
|
|
125
|
|
|||||||
Depreciation, amortization, and decommissioning
|
3,036
|
|
|
—
|
|
|
3,036
|
|
|
2,854
|
|
|
—
|
|
|
2,854
|
|
|
2,754
|
|
|
—
|
|
|
2,754
|
|
|||||||
Total operating expenses
|
20,282
|
|
|
6,177
|
|
|
26,459
|
|
|
7,966
|
|
|
6,326
|
|
|
14,292
|
|
|
8,541
|
|
|
7,045
|
|
|
15,586
|
|
|||||||
Operating income (loss)
|
(9,377
|
)
|
|
(322
|
)
|
|
(9,699
|
)
|
|
2,900
|
|
|
(54
|
)
|
|
2,846
|
|
|
2,181
|
|
|
(100
|
)
|
|
2,081
|
|
|||||||
Interest income
|
74
|
|
|
—
|
|
|
74
|
|
|
30
|
|
|
—
|
|
|
30
|
|
|
22
|
|
|
—
|
|
|
22
|
|
|||||||
Interest expense
|
(914
|
)
|
|
—
|
|
|
(914
|
)
|
|
(877
|
)
|
|
—
|
|
|
(877
|
)
|
|
(819
|
)
|
|
—
|
|
|
(819
|
)
|
|||||||
Other income, net
|
104
|
|
|
322
|
|
|
426
|
|
|
65
|
|
|
54
|
|
|
119
|
|
|
88
|
|
|
100
|
|
|
188
|
|
|||||||
Income (loss) before income taxes
|
(10,113
|
)
|
|
—
|
|
|
(10,113
|
)
|
|
2,118
|
|
|
—
|
|
|
2,118
|
|
|
1,472
|
|
|
—
|
|
|
1,472
|
|
|||||||
Income tax provision (benefit)
(1)
|
|
|
|
|
|
|
(3,295
|
)
|
|
|
|
|
|
|
|
427
|
|
|
|
|
|
|
|
|
70
|
|
|||||||
Net income (loss)
|
|
|
|
|
|
|
(6,818
|
)
|
|
|
|
|
|
|
|
1,691
|
|
|
|
|
|
|
|
|
1,402
|
|
|||||||
Preferred stock dividend requirement
(1)
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
14
|
|
|
|
|
|
|
|
|
14
|
|
|||||||
Income (Loss) Available for Common Stock
|
|
|
|
|
|
|
$
|
(6,832
|
)
|
|
|
|
|
|
|
|
$
|
1,677
|
|
|
|
|
|
|
|
|
$
|
1,388
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of purchased power
|
$
|
3,531
|
|
|
$
|
4,039
|
|
|
$
|
4,510
|
|
Fuel used in own generation facilities
|
297
|
|
|
270
|
|
|
255
|
|
|||
Total cost of electricity
|
$
|
3,828
|
|
|
$
|
4,309
|
|
|
$
|
4,765
|
|
Average cost of purchased power per kWh
(1)
|
$
|
0.168
|
|
|
$
|
0.140
|
|
|
$
|
0.109
|
|
Total purchased power (in millions of kWh)
(2)
|
21,024
|
|
|
28,750
|
|
|
41,324
|
|
|||
|
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of natural gas sold
|
$
|
561
|
|
|
$
|
627
|
|
|
$
|
481
|
|
Transportation cost of natural gas sold
|
110
|
|
|
119
|
|
|
134
|
|
|||
Total cost of natural gas
|
$
|
671
|
|
|
$
|
746
|
|
|
$
|
615
|
|
Average cost per Mcf
(1)
of natural gas sold
|
$
|
2.70
|
|
|
$
|
2.97
|
|
|
$
|
2.45
|
|
Total natural gas sold (in millions of Mcf)
|
208
|
|
|
211
|
|
|
196
|
|
|||
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash provided by operating activities
|
$
|
4,704
|
|
|
$
|
5,916
|
|
|
$
|
4,344
|
|
Net cash used in investing activities
|
(6,564
|
)
|
|
(5,650
|
)
|
|
(5,753
|
)
|
|||
Net cash provided by financing activities
|
2,708
|
|
|
110
|
|
|
1,194
|
|
|||
Net change in cash and cash equivalents
|
$
|
848
|
|
|
$
|
376
|
|
|
$
|
(215
|
)
|
•
|
the timing and amounts of costs, including fines and penalties, that may be incurred in connection with current and future enforcement, litigation, and regulatory matters (see Note 13 and “Enforcement and Litigation Matters” in Note 14 of the Notes to the Consolidated Financial Statements in Item 8. and Item 3. Legal Proceedings for more information);
|
•
|
the timing and amount of premium payments related to wildfire insurance (see “Wildfire Insurance” in Note 14 of the Notes to the Consolidated Financial Statements in Item 8 for more information);
|
•
|
the Tax Act, which may accelerate the timing of federal tax payments and reduce revenue requirements, resulting in lower operating cash flows depending on the timing of wildfire payments (see Note 8 of the Notes to the Consolidated Financial Statements in Item 8 and “Regulatory Matters” below for more information);
|
•
|
the timing and outcomes of the 2019 GT&S rate case, 2020 GRC, FERC TO18, TO19 and TO20 rate cases, 2018 CEMA filing, 2020 Cost of Capital, NDCTP, and other ratemaking and regulatory proceedings; and
|
•
|
the timing and amount of substantially increasing costs in connection with the 2019 Wildfire Safety Plan (see “Overview” above and “Regulatory Matters” below for more information).
|
|
Payment due by period
|
||||||||||||||||||
(in millions)
|
Less
Than
1 Year
|
|
1-3
Years
|
|
3-5
Years
|
|
More Than
5 Years
|
|
Total
|
||||||||||
Utility
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
$
|
813
|
|
|
$
|
3,709
|
|
|
$
|
3,190
|
|
|
$
|
24,172
|
|
|
$
|
31,884
|
|
Purchase obligations
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Power purchase agreements
|
2,971
|
|
|
5,726
|
|
|
4,754
|
|
|
24,814
|
|
|
38,265
|
|
|||||
Natural gas supply, transportation, and storage
|
412
|
|
|
246
|
|
|
186
|
|
|
264
|
|
|
1,108
|
|
|||||
Nuclear fuel agreements
|
108
|
|
|
215
|
|
|
103
|
|
|
47
|
|
|
473
|
|
|||||
Pension and other benefits
(3)
|
351
|
|
|
684
|
|
|
684
|
|
|
342
|
|
|
2,061
|
|
|||||
Operating leases
(2)
|
44
|
|
|
77
|
|
|
47
|
|
|
121
|
|
|
289
|
|
|||||
Preferred dividends
(4)
|
14
|
|
|
28
|
|
|
28
|
|
|
—
|
|
|
70
|
|
|||||
PG&E Corporation
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term debt
(1)
|
12
|
|
|
355
|
|
|
—
|
|
|
—
|
|
|
367
|
|
|||||
Total Contractual Commitments
|
$
|
4,725
|
|
|
$
|
11,040
|
|
|
$
|
8,992
|
|
|
$
|
49,760
|
|
|
$
|
74,517
|
|
|
|
|
|
|
|
|
|
|
|
Line of Business:
(in millions) |
Amounts Requested in the GRC Application
|
|
Amounts Currently Authorized for 2019
(1)
|
|
Increase (Decrease) to 2019 Authorized Amounts
|
||||||
Electric distribution
|
$
|
5,113
|
|
|
$
|
4,364
|
|
|
$
|
749
|
|
Gas distribution
|
2,097
|
|
|
1,963
|
|
|
134
|
|
|||
Electric generation
|
2,366
|
|
|
2,191
|
|
|
175
|
|
|||
Total revenue requirements
|
$
|
9,576
|
|
|
$
|
8,518
|
|
|
$
|
1,058
|
|
Cost Category:
(in millions) |
|
|
|
|
|
||||||
Operations and maintenance
|
$
|
2,156
|
|
|
$
|
1,946
|
|
|
$
|
210
|
|
Customer services
|
319
|
|
|
338
|
|
|
(19
|
)
|
|||
Administrative and general
|
1,315
|
|
|
953
|
|
|
361
|
|
|||
Less: Revenue credits
|
(196
|
)
|
|
(152
|
)
|
|
(44
|
)
|
|||
Franchise fees, taxes other than income, and other adjustments
|
236
|
|
|
181
|
|
|
55
|
|
|||
Depreciation (including costs of asset removal), return, income taxes, and decommissioning and amortization
|
5,747
|
|
|
5,252
|
|
|
495
|
|
|||
Total revenue requirements
(2)
|
$
|
9,576
|
|
|
$
|
8,518
|
|
|
$
|
1,058
|
|
|
|
|
|
|
|
Revenue requirement drivers
|
Increase to 2019 Authorized Amounts
|
|
Community Wildfire Safety Program
|
6.8
|
%
|
Liability insurance
(1)
|
3.2
|
%
|
Core gas and electric operations
|
2.4
|
%
|
Total proposed revenue requirement increase
|
12.4
|
%
|
|
|
•
|
a two-way electric and gas Risk Transfer Balancing Account to record the difference between the amounts adopted for liability insurance premiums and the Utility's actual costs; this two-way account would allow the Utility to pass-through actual insurance costs for up to $2 billion in coverage and return to customers any overcollection if forecast costs exceed actuals costs; and
|
•
|
a two-way Wildfire Safety Balancing Account to track and record actual incremental expenses and capital revenue requirements associated with the incremental costs of fire risk mitigation work that are not already addressed and recorded in another account; this would include the costs associated with overhead system hardening, enhanced vegetation management, and other incremental costs of wildfire mitigations that are approved by the CPUC in the Utility's annual wildfire mitigation plan. In accordance with SB 901, the Utility submitted its first Wildfire Safety Plan to the CPUC on February 6, 2019.
|
•
|
Installing nearly 600 new, high-definition cameras, made available to Cal Fire and local fire officials, in high fire-threat areas by 2022, increasing coverage across high fire-threat areas to more than 90%;
|
•
|
Adding approximately 1,300 additional new weather stations by 2022, at a density of one station roughly every 20 circuit miles in high fire-threat areas;
|
•
|
Conducting enhanced safety inspections of electric infrastructure in high-fire threat areas, including approximately 735,000 electric towers and poles across approximately 5,700 transmission line miles and 25,200 distribution line miles;
|
•
|
Further enhancing vegetation management efforts across high and extreme fire-threat areas to address vegetation that poses higher potential for wildfire risk, such as removing or trimming trees from particular 'at-risk' tree species that have exhibited a higher pattern of failing;
|
•
|
Continuing to disable automatic reclosing in high fire-threat areas during wildfire season and periods of high fire-risk and upgrading more reclosers and circuit breakers in high fire-threat areas with remote control capabilities
|
•
|
Installing stronger and more resilient poles and covered power lines, including targeted undergrounding, starting in areas with the highest fire risk, ultimately upgrading and strengthening approximately 7,100 miles over the next 10 years; and
|
•
|
Partnering with additional communities in high fire-threat areas to create new resilience zones that can power central community resources during a Public Safety Power Shutoff.
|
•
|
how to define climate change adaption for the IOUs;
|
•
|
the climate-driven risks facing the IOUs;
|
•
|
data, tools, resources, and guidance to instruct utilities on how to incorporate adaption in their existing planning and operational processes; and
|
•
|
strategies to address climate change in CPUC proceedings, including impacts on disadvantaged communities.
|
•
|
adopting benchmark values used to set the PCIA rate that more closely resemble actual market prices for resource adequacy and renewable energy credits;
|
•
|
continuing to allow legacy utility-owned generation costs to be recovered from CCA customers;
|
•
|
eliminating the 10-year limit on PCIA cost recovery for post-2002 utility owned generation and certain storage costs; and
|
•
|
adding an annual true-up to the PCIA rate based on market sales.
|
(in millions)
|
Gross Credit
Exposure
Before Credit
Collateral
(1)
|
|
Credit
Collateral
|
|
Net Credit
Exposure
(2)
|
|
Number of
Wholesale
Customers or
Counterparties
>10%
|
|
Net Credit
Exposure to
Wholesale
Customers or
Counterparties
>10%
|
|||||||||
December 31, 2018
|
$
|
137
|
|
|
$
|
(52
|
)
|
|
$
|
85
|
|
|
3
|
|
|
$
|
64
|
|
December 31, 2017
|
$
|
40
|
|
|
$
|
(16
|
)
|
|
$
|
24
|
|
|
2
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Increase
(Decrease) in
Assumption
|
|
Increase in 2018
Pension
Costs
|
|
Increase in Projected
Benefit Obligation at
December 31, 2018
|
|||||
Discount rate
|
(0.50
|
)%
|
|
$
|
79
|
|
|
$
|
1,265
|
|
Rate of return on plan assets
|
(0.50
|
)%
|
|
82
|
|
|
—
|
|
||
Rate of increase in compensation
|
0.50
|
%
|
|
43
|
|
|
286
|
|
•
|
the risks and uncertainties associated with the Chapter 11 Cases, including, but not limited to, the ability to develop, consummate, and implement a plan of reorganization with respect to PG&E Corporation and the Utility, the ability to develop and obtain applicable Bankruptcy Court, creditor or regulatory approvals, the effect of any alternative proposals, views or objections related to the plan of reorganization, potential complexities that may arise in connection with concurrent proceedings involving the Bankruptcy Court, the U.S. District Court, the CPUC, and the FERC, increased costs related to the Chapter 11 Cases, the ability to obtain sufficient financing sources for ongoing and future operations, disruptions to PG&E Corporation’s and the Utility’s business and operations and the potential impact on regulatory compliance;
|
•
|
restrictions on PG&E Corporation’s and the Utility’s ability to pursue strategic and operational initiatives for the duration of the Chapter 11 Cases;
|
•
|
increased employee attrition as a result of the filing of the Chapter 11 Cases;
|
•
|
PG&E Corporation’s and the Utility’s historical financial information not being indicative of future financial performance as a result of the Chapter 11 Cases;
|
•
|
the potential delay in emergence from bankruptcy if PG&E Corporation and the Utility are not able to develop and consummate a consensual plan of reorganization and are forced to engage in a contested proceeding;
|
•
|
the possibility that the DIP Credit Agreement is not sufficient to fund PG&E Corporation’s and the Utility’s cash requirements through their emergence from bankruptcy;
|
•
|
the possibility that PG&E Corporation and the Utility may not be able to obtain exit financing on favorable terms or at all;
|
•
|
the outcome of the U.S. District Court matters and probation;
|
•
|
the impact of the 2018 Camp fire and the 2017 Northern California wildfires, including whether the Utility will be able to timely recover costs incurred in connection with the wildfires in excess of the Utility’s currently authorized revenue requirements; the timing and outcome of the remaining wildfire investigations and the extent to which the Utility will have liability associated with these fires; the timing and amount of insurance recoveries; and potential liabilities in connection with fines or penalties that could be imposed on the Utility if the CPUC or any other law enforcement agency were to bring an enforcement action and determined that the Utility failed to comply with applicable laws and regulations;
|
•
|
the timing and outcome of claims arising from the 2015 Butte fire and the timing and outcome of any proceeding to recover related costs in excess of insurance through rates; the effect, if any, that the SED’s $8.3 million citations issued in connection with the 2015 Butte fire may have on the claims arising from the 2015 Butte fire; and whether additional investigations and proceedings in connection with the 2015 Butte fire will be opened and any additional fines or penalties imposed on the Utility;
|
•
|
the timing and outcome of issuance of recovery bonds ("securitization") of 2017 Northern California wildfires costs that the CPUC finds just and reasonable;
|
•
|
whether PG&E Corporation and the Utility are able to successfully challenge the application of the doctrine of inverse condemnation to the 2018 Camp fire, the 2017 Northern California wildfires and the 2015 Butte fire;
|
•
|
the timing and outcome of future regulatory and legislative developments in connection with SB 901, including the Customer Harm Threshold in connection with the 2017 Northern California wildfires, future wildfire reforms, inverse condemnation reform, a potential state wildfire insurance fund, and other wildfire mitigation measures or other reforms targeted at the Utility;
|
•
|
the outcome of the Utility’s community wildfire safety program that the Utility has developed in coordination with first responders, civic and community leaders, and customers, to help reduce wildfire threats and improve safety as a result of climate-driven wildfires and extreme weather; and the cost of the program, and the timing and outcome of any proceeding to recover such cost through rates;
|
•
|
whether the Utility will be able to obtain full recovery of its significantly increased insurance premiums, and the timing of any such recovery;
|
•
|
whether the Utility can obtain wildfire insurance at a reasonable cost in the future, or at all, and whether insurance coverage is adequate for future losses or claims;
|
•
|
the timing and outcomes of the 2019 GT&S rate case, 2020 GRC, FERC TO18, TO19, and TO20 rate cases, 2018 CEMA, future applications for WEMA and FHPMA, future cost of capital proceeding, and other ratemaking and regulatory proceedings;
|
•
|
the outcome of the probation and the monitorship imposed by the federal court after the Utility’s conviction in the federal criminal trial in 2017, the timing and outcomes of the debarment proceeding, potential reliability penalties or sanctions from the North American Electric Reliability Corporation, the SED’s unresolved enforcement matters relating to the Utility’s compliance with natural gas-related laws and regulations, and other investigations that have been or may be commenced relating to the Utility’s compliance with natural gas- and electric- related laws and regulations, ex parte communications, and the ultimate amount of fines, penalties, and remedial costs that the Utility may incur in connection with the outcomes;
|
•
|
the effects on PG&E Corporation’s and the Utility’s reputations caused by the CPUC’s investigations of natural gas and electric incidents, the 2018 Camp fire and 2017 Northern California wildfires, locate and mark, improper communications between the CPUC and the Utility, and the Utility’s ongoing work to remove encroachments from transmission pipeline rights-of-way;
|
•
|
the implementation of the Safety Culture OII decision approved on November 29, 2018, and the outcome of its phase two proceeding, and future legislative or regulatory actions that may be taken, such as requiring the Utility to separate its electric and natural gas businesses, or restructure into separate entities, or undertake some other corporate restructuring, or implement corporate governance changes;
|
•
|
whether the Utility can control its costs within the authorized levels of spending, and timely recover its costs through rates; whether the Utility can continue implementing a streamlined organizational structure and achieve project savings, the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs; and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons;
|
•
|
whether the Utility and its third-party vendors and contractors are able to protect the Utility’s operational networks and information technology systems from cyber- and physical attacks, or other internal or external hazards;
|
•
|
the timing and outcome of the October 1, 2018 request for rehearing of FERC’s denial of the complaint filed by the CPUC and certain other parties that the Utility provide an open and transparent planning process for its capital transmission projects that do not go through the CAISO’s Transmission Planning Process to allow for greater participation and input from interested parties; and the timing and ultimate outcome of the Ninth Circuit Court of Appeals decision on January 8, 2018, to reverse FERC’s decision granting the Utility a 50 basis point ROE incentive adder for continued participation in the CAISO and remanding the case to FERC for further proceedings;
|
•
|
the outcome of current and future self-reports, investigations, or other enforcement proceedings that could be commenced or notices of violation that could be issued relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to its operations, including the construction, expansion, or replacement of its electric and gas facilities, electric grid reliability, inspection and maintenance practices, customer billing and privacy, physical and cybersecurity, environmental laws and regulations; and the outcome of existing and future SED notices of violations;
|
•
|
the timing and outcome of any CPUC action in connection with the Utility’s SmartMeter™ Upgrade cost-benefit analysis;
|
•
|
the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility’s known and unknown remediation obligations; and the extent to which the Utility is able to recover environmental costs in rates or from other sources;
|
•
|
the impact of SB 100, which was signed into law on September 10, 2018, that increases the percentage from 50% to 60% of California’s electricity portfolio that must come from renewables by 2030; and establishes state policy that 100% of all retail electricity sales must come from RPS-eligible or carbon-free resources by 2045;
|
•
|
how the CPUC and the California Air Resources Board implement state environmental laws relating to GHG, renewable energy targets, energy efficiency standards, DERs, EVs, and similar matters, including whether the Utility is able to continue recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade regulations; and whether the Utility is able to timely recover its associated investment costs;
|
•
|
the impact of the California governor’s executive order issued on January 26, 2018, to implement a new target of five million zero-emission vehicles on the road in California by 2030;
|
•
|
the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility’s natural gas compressor station site located near Hinkley, California and the Utility’s fossil fuel-fired generation sites;
|
•
|
the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, cooling water intake, or other issues; the impact of potential actions, such as legislation, taken by state agencies that may affect the Utility’s ability to continue operating Diablo Canyon until its planned retirement;
|
•
|
the impact of wildfires, droughts, floods, or other weather-related conditions or events, climate change, natural disasters, acts of terrorism, war, vandalism (including cyber-attacks), downed power lines, and other events, that can cause unplanned outages, reduce generating output, disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies, and the reparation and other costs that the Utility may incur in connection with such conditions or events; the impact of the adequacy of the Utility’s emergency preparedness; whether the Utility incurs liability to third parties for property damage or personal injury caused by such events; whether the Utility is subject to civil, criminal, or regulatory penalties in connection with such events; and whether the Utility’s insurance coverage is available for these types of claims and sufficient to cover the Utility’s liability;
|
•
|
whether the Utility’s climate change adaptation strategies are successful;
|
•
|
the breakdown or failure of equipment that can cause damages, including fires, and unplanned outages; and whether the Utility will be subject to investigations, penalties, and other costs in connection with such events;
|
•
|
the impact that reductions in customer demand for electricity and natural gas have on the Utility’s ability to make and recover its investments through rates and earn its authorized return on equity, and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources, changing customer demand for natural gas and electric services, and an increasing number of customers departing the Utility’s procurement service for CCAs;
|
•
|
the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, including its renewable energy procurement costs;
|
•
|
the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection with third-party claims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Utility can continue to obtain adequate insurance coverage for future losses or claims, especially following a major event that causes widespread third-party losses;
|
•
|
the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner and on acceptable terms;
|
•
|
the impact of the regulation of utilities and their holding companies, including how the CPUC interprets and enforces the financial and other conditions imposed on PG&E Corporation when it became the Utility’s holding company, and whether the uncertainty in connection with the 2018 Camp fire and the 2017 Northern California wildfires, the ultimate outcomes of the CPUC’s pending investigations, and other enforcement matters will impact the Utility’s ability to make distributions to PG&E Corporation;
|
•
|
the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their interpretation;
|
•
|
changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax credits, as a result of the current federal administration; and
|
•
|
the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in their interpretation or application.
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues
|
|
|
|
|
|
||||||
Electric
|
$
|
12,713
|
|
|
$
|
13,124
|
|
|
$
|
13,864
|
|
Natural gas
|
4,046
|
|
|
4,011
|
|
|
3,802
|
|
|||
Total operating
revenues
|
16,759
|
|
|
17,135
|
|
|
17,666
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|
|||
Cost of electricity
|
3,828
|
|
|
4,309
|
|
|
4,765
|
|
|||
Cost of natural gas
|
671
|
|
|
746
|
|
|
615
|
|
|||
Operating and maintenance
|
7,153
|
|
|
6,321
|
|
|
7,326
|
|
|||
Wildfire-related claims, net of insurance recoveries
|
11,771
|
|
|
—
|
|
|
125
|
|
|||
Depreciation, amortization, and decommissioning
|
3,036
|
|
|
2,854
|
|
|
2,755
|
|
|||
Total operating
expenses
|
26,459
|
|
|
14,230
|
|
|
15,586
|
|
|||
Operating Income (Loss)
|
(9,700
|
)
|
|
2,905
|
|
|
2,080
|
|
|||
Interest income
|
76
|
|
|
31
|
|
|
23
|
|
|||
Interest expense
|
(929
|
)
|
|
(888
|
)
|
|
(829
|
)
|
|||
Other income, net
|
424
|
|
|
123
|
|
|
188
|
|
|||
Income (Loss) Before Income Taxes
|
(10,129
|
)
|
|
2,171
|
|
|
1,462
|
|
|||
Income tax provision (benefit)
|
(3,292
|
)
|
|
511
|
|
|
55
|
|
|||
Net Income (Loss)
|
(6,837
|
)
|
|
1,660
|
|
|
1,407
|
|
|||
Preferred stock dividend requirement of subsidiary
|
14
|
|
|
14
|
|
|
14
|
|
|||
Income (Loss) Available for Common Shareholders
|
$
|
(6,851
|
)
|
|
$
|
1,646
|
|
|
$
|
1,393
|
|
Weighted Average Common Shares Outstanding, Basic
|
517
|
|
|
512
|
|
|
499
|
|
|||
Weighted Average Common Shares Outstanding, Diluted
|
517
|
|
|
513
|
|
|
501
|
|
|||
Net Earnings (Loss) Per Common Share, Basic
|
$
|
(13.25
|
)
|
|
$
|
3.21
|
|
|
$
|
2.79
|
|
Net Earnings (Loss) Per Common Share, Diluted
|
$
|
(13.25
|
)
|
|
$
|
3.21
|
|
|
$
|
2.78
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (Loss)
|
$
|
(6,837
|
)
|
|
$
|
1,660
|
|
|
$
|
1,407
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|||
Pension and other postretirement benefit plans obligations (net of taxes of $2, $0, and $1, at respective dates)
|
4
|
|
|
1
|
|
|
(2
|
)
|
|||
Total other comprehensive income (loss)
|
4
|
|
|
1
|
|
|
(2
|
)
|
|||
Comprehensive Income (Loss)
|
(6,833
|
)
|
|
1,661
|
|
|
1,405
|
|
|||
Preferred stock dividend requirement of subsidiary
|
14
|
|
|
14
|
|
|
14
|
|
|||
Comprehensive Income (Loss) Attributable to Common Shareholders
|
$
|
(6,847
|
)
|
|
$
|
1,647
|
|
|
$
|
1,391
|
|
|
Balance at December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,668
|
|
|
$
|
449
|
|
Accounts receivable
|
|
|
|
||||
Customers (net of allowance for doubtful accounts of $56 and $64 at respective dates)
|
1,148
|
|
|
1,243
|
|
||
Accrued unbilled revenue
|
1,000
|
|
|
946
|
|
||
Regulatory balancing accounts
|
1,435
|
|
|
1,222
|
|
||
Other
|
2,686
|
|
|
861
|
|
||
Regulatory assets
|
233
|
|
|
615
|
|
||
Inventories
|
|
|
|
||||
Gas stored underground and fuel oil
|
111
|
|
|
115
|
|
||
Materials and supplies
|
443
|
|
|
366
|
|
||
Income taxes receivable
|
23
|
|
|
—
|
|
||
Other
|
448
|
|
|
464
|
|
||
Total current assets
|
9,195
|
|
|
6,281
|
|
||
Property, Plant, and Equipment
|
|
|
|
|
|
||
Electric
|
59,150
|
|
|
55,133
|
|
||
Gas
|
21,556
|
|
|
19,641
|
|
||
Construction work in progress
|
2,564
|
|
|
2,471
|
|
||
Other
|
2
|
|
|
3
|
|
||
Total property, plant, and equipment
|
83,272
|
|
|
77,248
|
|
||
Accumulated depreciation
|
(24,715
|
)
|
|
(23,459
|
)
|
||
Net property, plant, and equipment
|
58,557
|
|
|
53,789
|
|
||
Other Noncurrent Assets
|
|
|
|
|
|
||
Regulatory assets
|
4,964
|
|
|
3,793
|
|
||
Nuclear decommissioning trusts
|
2,730
|
|
|
2,863
|
|
||
Income taxes receivable
|
69
|
|
|
65
|
|
||
Other
|
1,480
|
|
|
1,221
|
|
||
Total other noncurrent assets
|
9,243
|
|
|
7,942
|
|
||
TOTAL ASSETS
|
$
|
76,995
|
|
|
$
|
68,012
|
|
|
Balance at December 31,
|
||||||
|
2018
|
|
2017
|
||||
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
3,435
|
|
|
$
|
931
|
|
Long-term debt, classified as current
|
18,559
|
|
|
445
|
|
||
Accounts payable
|
|
|
|
||||
Trade creditors
|
1,975
|
|
|
1,646
|
|
||
Regulatory balancing accounts
|
1,076
|
|
|
1,120
|
|
||
Other
|
464
|
|
|
517
|
|
||
Disputed claims and customer refunds
|
220
|
|
|
243
|
|
||
Interest payable
|
228
|
|
|
217
|
|
||
Wildfire-related claims
|
14,226
|
|
|
561
|
|
||
Other
|
1,512
|
|
|
1,449
|
|
||
Total current liabilities
|
41,695
|
|
|
7,129
|
|
||
Noncurrent Liabilities
|
|
|
|
|
|
||
Long-term debt
|
—
|
|
|
17,753
|
|
||
Regulatory liabilities
|
8,539
|
|
|
8,679
|
|
||
Pension and other postretirement benefits
|
2,119
|
|
|
2,128
|
|
||
Asset retirement obligations
|
5,994
|
|
|
4,899
|
|
||
Deferred income taxes
|
3,281
|
|
|
5,822
|
|
||
Other
|
2,464
|
|
|
2,130
|
|
||
Total noncurrent liabilities
|
22,397
|
|
|
41,411
|
|
||
Contingencies and Commitments (Notes 13 and 14)
|
|
|
|
|
|
||
Equity
|
|
|
|
|
|
||
Shareholders' Equity
|
|
|
|
|
|
||
Common stock, no par value, authorized 800,000,000 shares; 520,338,710 and
514,755,845 shares outstanding at respective dates
|
12,910
|
|
|
12,632
|
|
||
Reinvested earnings
|
(250
|
)
|
|
6,596
|
|
||
Accumulated other comprehensive loss
|
(9
|
)
|
|
(8
|
)
|
||
Total shareholders' equity
|
12,651
|
|
|
19,220
|
|
||
Noncontrolling Interest - Preferred Stock of Subsidiary
|
252
|
|
|
252
|
|
||
Total equity
|
12,903
|
|
|
19,472
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
76,995
|
|
|
$
|
68,012
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(6,837
|
)
|
|
$
|
1,660
|
|
|
$
|
1,407
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation, amortization, and decommissioning
|
3,036
|
|
|
2,854
|
|
|
2,755
|
|
|||
Allowance for equity funds used during construction
|
(129
|
)
|
|
(89
|
)
|
|
(112
|
)
|
|||
Deferred income taxes and tax credits, net
|
(2,532
|
)
|
|
1,254
|
|
|
1,030
|
|
|||
Disallowed capital expenditures
|
(45
|
)
|
|
47
|
|
|
507
|
|
|||
Other
|
332
|
|
|
307
|
|
|
379
|
|
|||
Effect of changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(121
|
)
|
|
67
|
|
|
(473
|
)
|
|||
Wildfire-related insurance receivable
|
(1,698
|
)
|
|
(21
|
)
|
|
(575
|
)
|
|||
Inventories
|
(73
|
)
|
|
(18
|
)
|
|
(24
|
)
|
|||
Accounts payable
|
409
|
|
|
173
|
|
|
180
|
|
|||
Wildfire-related claims
|
13,665
|
|
|
(129
|
)
|
|
690
|
|
|||
Income taxes receivable/payable
|
(23
|
)
|
|
160
|
|
|
(5
|
)
|
|||
Other current assets and liabilities
|
(281
|
)
|
|
42
|
|
|
83
|
|
|||
Regulatory assets, liabilities, and balancing accounts, net
|
(800
|
)
|
|
(387
|
)
|
|
(1,214
|
)
|
|||
Other noncurrent assets and liabilities
|
(151
|
)
|
|
57
|
|
|
(219
|
)
|
|||
Net cash provided by operating activities
|
4,752
|
|
|
5,977
|
|
|
4,409
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(6,514
|
)
|
|
(5,641
|
)
|
|
(5,709
|
)
|
|||
Proceeds from sales and maturities of nuclear decommissioning trust investments
|
1,412
|
|
|
1,291
|
|
|
1,295
|
|
|||
Purchases of nuclear decommissioning trust investments
|
(1,485
|
)
|
|
(1,323
|
)
|
|
(1,352
|
)
|
|||
Other
|
23
|
|
|
23
|
|
|
13
|
|
|||
Net cash used in investing
activities
|
(6,564
|
)
|
|
(5,650
|
)
|
|
(5,753
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving credit facilities
|
3,960
|
|
|
—
|
|
|
—
|
|
|||
Repayments under revolving credit facilities
|
(775
|
)
|
|
—
|
|
|
—
|
|
|||
Net issuances (repayments) of commercial paper, net of discount of $1, $5, and $6
at respective dates |
(182
|
)
|
|
(840
|
)
|
|
(9
|
)
|
|||
Short-term debt financing
|
600
|
|
|
750
|
|
|
500
|
|
|||
Short-term debt matured
|
(750
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Proceeds from issuance of long-term debt, net of premium, discount and issuance
costs of $7, $32, and $17 at respective dates |
793
|
|
|
2,713
|
|
|
983
|
|
|||
Long-term debt matured or repurchased
|
(795
|
)
|
|
(1,445
|
)
|
|
(160
|
)
|
|||
Common stock issued
|
200
|
|
|
395
|
|
|
822
|
|
|||
Common stock dividends paid
|
—
|
|
|
(1,021
|
)
|
|
(921
|
)
|
|||
Other
|
(20
|
)
|
|
(107
|
)
|
|
(44
|
)
|
|||
Net cash provided by (used in) financing activities
|
3,031
|
|
|
(55
|
)
|
|
1,171
|
|
|||
Net change in cash, cash equivalents, and restricted cash
|
1,219
|
|
|
272
|
|
|
(173
|
)
|
|||
Cash, cash equivalents, and restricted cash at January 1
|
456
|
|
|
184
|
|
|
357
|
|
|||
Cash, cash equivalents, and restricted cash at December 31
|
$
|
1,675
|
|
|
$
|
456
|
|
|
$
|
184
|
|
Less: Restricted cash and restricted cash equivalents
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Cash and cash equivalents at December 31
|
$
|
1,668
|
|
|
$
|
449
|
|
|
$
|
177
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash received (paid) for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
(786
|
)
|
|
$
|
(790
|
)
|
|
$
|
(726
|
)
|
Income taxes, net
|
(49
|
)
|
|
162
|
|
|
231
|
|
|||
Supplemental disclosures of noncash
investing and financing activities
|
|
|
|
|
|
|
|
|
|||
Common stock dividends declared but not yet paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
248
|
|
Capital expenditures financed through accounts payable
|
368
|
|
|
501
|
|
|
403
|
|
|||
Noncash common stock issuances
|
—
|
|
|
21
|
|
|
20
|
|
|
Common
Stock
Shares
|
|
Common
Stock
Amount
|
|
Reinvested
Earnings
|
|
Accumulated
Other
Comprehensive
Income
(Loss)
|
|
Total
Shareholders'
Equity
|
|
Non
controlling
Interest -
Preferred
Stock of
Subsidiary
|
|
Total
Equity
|
|||||||||||||
Balance at December 31, 2015
|
492,025,443
|
|
|
$
|
11,282
|
|
|
$
|
5,301
|
|
|
$
|
(7
|
)
|
|
$
|
16,576
|
|
|
$
|
252
|
|
|
$
|
16,828
|
|
Cumulative effect of change in
accounting principle
|
—
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
29
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
1,407
|
|
|
—
|
|
|
1,407
|
|
|
—
|
|
|
1,407
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
||||||
Common stock issued, net
|
14,866,431
|
|
|
842
|
|
|
—
|
|
|
—
|
|
|
842
|
|
|
—
|
|
|
842
|
|
||||||
Stock-based compensation amortization
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
(972
|
)
|
|
—
|
|
|
(972
|
)
|
|
—
|
|
|
(972
|
)
|
||||||
Preferred stock dividend requirement of
subsidiary
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2016
|
506,891,874
|
|
|
$
|
12,198
|
|
|
$
|
5,751
|
|
|
$
|
(9
|
)
|
|
$
|
17,940
|
|
|
$
|
252
|
|
|
$
|
18,192
|
|
Net income
|
—
|
|
|
—
|
|
|
1,660
|
|
|
—
|
|
|
1,660
|
|
|
—
|
|
|
1,660
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||
Common stock issued, net
|
7,863,971
|
|
|
416
|
|
|
—
|
|
|
—
|
|
|
416
|
|
|
—
|
|
|
416
|
|
||||||
Stock-based compensation amortization
|
—
|
|
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
—
|
|
|
18
|
|
||||||
Common stock dividends declared
|
—
|
|
|
—
|
|
|
(801
|
)
|
|
—
|
|
|
(801
|
)
|
|
—
|
|
|
(801
|
)
|
||||||
Preferred stock dividend requirement of
subsidiary
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2017
|
514,755,845
|
|
|
$
|
12,632
|
|
|
$
|
6,596
|
|
|
$
|
(8
|
)
|
|
$
|
19,220
|
|
|
$
|
252
|
|
|
$
|
19,472
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
(6,837
|
)
|
|
—
|
|
|
(6,837
|
)
|
|
—
|
|
|
(6,837
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
5
|
|
|
(1
|
)
|
|
4
|
|
|
—
|
|
|
4
|
|
||||||
Common stock issued, net
|
5,582,865
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|
200
|
|
||||||
Stock-based compensation amortization
|
—
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
—
|
|
|
78
|
|
||||||
Preferred stock dividend requirement of
subsidiary
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2018
|
520,338,710
|
|
|
$
|
12,910
|
|
|
$
|
(250
|
)
|
|
$
|
(9
|
)
|
|
$
|
12,651
|
|
|
$
|
252
|
|
|
$
|
12,903
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Revenues
|
|
|
|
|
|
|
|
|
|||
Electric
|
$
|
12,713
|
|
|
$
|
13,127
|
|
|
$
|
13,865
|
|
Natural gas
|
4,047
|
|
|
4,011
|
|
|
3,802
|
|
|||
Total operating revenues
|
16,760
|
|
|
17,138
|
|
|
17,667
|
|
|||
Operating Expenses
|
|
|
|
|
|
|
|
|
|||
Cost of electricity
|
3,828
|
|
|
4,309
|
|
|
4,765
|
|
|||
Cost of natural gas
|
671
|
|
|
746
|
|
|
615
|
|
|||
Operating and maintenance
|
7,153
|
|
|
6,383
|
|
|
7,327
|
|
|||
Wildfire-related claims, net of insurance recoveries
|
11,771
|
|
|
—
|
|
|
125
|
|
|||
Depreciation, amortization, and decommissioning
|
3,036
|
|
|
2,854
|
|
|
2,754
|
|
|||
Total operating
expenses
|
26,459
|
|
|
14,292
|
|
|
15,586
|
|
|||
Operating Income (Loss)
|
(9,699
|
)
|
|
2,846
|
|
|
2,081
|
|
|||
Interest income
|
74
|
|
|
30
|
|
|
22
|
|
|||
Interest expense
|
(914
|
)
|
|
(877
|
)
|
|
(819
|
)
|
|||
Other income, net
|
426
|
|
|
119
|
|
|
188
|
|
|||
Income (Loss) Before Income Taxes
|
(10,113
|
)
|
|
2,118
|
|
|
1,472
|
|
|||
Income tax provision (benefit)
|
(3,295
|
)
|
|
427
|
|
|
70
|
|
|||
Net Income (Loss)
|
(6,818
|
)
|
|
1,691
|
|
|
1,402
|
|
|||
Preferred stock dividend requirement
|
14
|
|
|
14
|
|
|
14
|
|
|||
Income (Loss) Available for Common Stock
|
$
|
(6,832
|
)
|
|
$
|
1,677
|
|
|
$
|
1,388
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Net Income (Loss)
|
$
|
(6,818
|
)
|
|
$
|
1,691
|
|
|
$
|
1,402
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|||
Pension and other postretirement benefit plans obligations (net of taxes
of $2, $3, and $1, at respective dates)
|
(5
|
)
|
|
4
|
|
|
(1
|
)
|
|||
Total other comprehensive income (loss)
|
(5
|
)
|
|
4
|
|
|
(1
|
)
|
|||
Comprehensive Income (Loss)
|
$
|
(6,823
|
)
|
|
$
|
1,695
|
|
|
$
|
1,401
|
|
|
Balance at
December 31,
|
||||||
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
1,295
|
|
|
$
|
447
|
|
Accounts receivable
|
|
|
|
||||
Customers (net of allowance for doubtful accounts of $56 and $64 at respective dates)
|
1,148
|
|
|
1,243
|
|
||
Accrued unbilled revenue
|
1,000
|
|
|
946
|
|
||
Regulatory balancing accounts
|
1,435
|
|
|
1,222
|
|
||
Other
|
2,688
|
|
|
862
|
|
||
Regulatory assets
|
233
|
|
|
615
|
|
||
Inventories
|
|
|
|
||||
Gas stored underground and fuel oil
|
111
|
|
|
115
|
|
||
Materials and supplies
|
443
|
|
|
366
|
|
||
Income taxes receivable
|
5
|
|
|
—
|
|
||
Other
|
448
|
|
|
465
|
|
||
Total current assets
|
8,806
|
|
|
6,281
|
|
||
Property, Plant, and Equipment
|
|
|
|
|
|
||
Electric
|
59,150
|
|
|
55,133
|
|
||
Gas
|
21,556
|
|
|
19,641
|
|
||
Construction work in progress
|
2,564
|
|
|
2,471
|
|
||
Total property, plant, and equipment
|
83,270
|
|
|
77,245
|
|
||
Accumulated depreciation
|
(24,713
|
)
|
|
(23,456
|
)
|
||
Net property, plant, and equipment
|
58,557
|
|
|
53,789
|
|
||
Other Noncurrent Assets
|
|
|
|
|
|
||
Regulatory assets
|
4,964
|
|
|
3,793
|
|
||
Nuclear decommissioning trusts
|
2,730
|
|
|
2,863
|
|
||
Income taxes receivable
|
66
|
|
|
64
|
|
||
Other
|
1,348
|
|
|
1,094
|
|
||
Total other noncurrent assets
|
9,108
|
|
|
7,814
|
|
||
TOTAL ASSETS
|
$
|
76,471
|
|
|
$
|
67,884
|
|
|
Balance at December 31,
|
||||||
|
2018
|
|
2017
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Short-term borrowings
|
$
|
3,135
|
|
|
$
|
799
|
|
Long-term debt, classified as current
|
18,209
|
|
|
445
|
|
||
Accounts payable
|
|
|
|
||||
Trade creditors
|
1,972
|
|
|
1,644
|
|
||
Regulatory balancing accounts
|
1,076
|
|
|
1,120
|
|
||
Other
|
498
|
|
|
538
|
|
||
Disputed claims and customer refunds
|
220
|
|
|
243
|
|
||
Interest payable
|
227
|
|
|
214
|
|
||
Wildfire-related claims
|
14,226
|
|
|
561
|
|
||
Other
|
1,497
|
|
|
1,457
|
|
||
Total
current liabilities
|
41,060
|
|
|
7,021
|
|
||
Noncurrent Liabilities
|
|
|
|
|
|
||
Long-term debt
|
—
|
|
|
17,403
|
|
||
Regulatory liabilities
|
8,539
|
|
|
8,679
|
|
||
Pension and other postretirement benefits
|
2,026
|
|
|
2,026
|
|
||
Asset retirement obligations
|
5,994
|
|
|
4,899
|
|
||
Deferred income taxes
|
3,405
|
|
|
5,963
|
|
||
Other
|
2,492
|
|
|
2,146
|
|
||
Total noncurrent liabilities
|
22,456
|
|
|
41,116
|
|
||
Contingencies and Commitments (Notes 13 and 14)
|
|
|
|
|
|
||
Shareholders' Equity
|
|
|
|
|
|
||
Preferred stock
|
258
|
|
|
258
|
|
||
Common stock, $5 par value, authorized 800,000,000 shares; 264,374,809 shares
outstanding at respective dates
|
1,322
|
|
|
1,322
|
|
||
Additional paid-in capital
|
8,550
|
|
|
8,505
|
|
||
Reinvested earnings
|
2,826
|
|
|
9,656
|
|
||
Accumulated other comprehensive (loss) income
|
(1
|
)
|
|
6
|
|
||
Total shareholders' equity
|
12,955
|
|
|
19,747
|
|
||
TOTAL
LIABILITIES AND SHAREHOLDERS' EQUITY
|
$
|
76,471
|
|
|
$
|
67,884
|
|
|
Year ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
|||
Net income (loss)
|
$
|
(6,818
|
)
|
|
$
|
1,691
|
|
|
$
|
1,402
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization, and decommissioning
|
3,036
|
|
|
2,854
|
|
|
2,754
|
|
|||
Allowance for equity funds used during construction
|
(129
|
)
|
|
(89
|
)
|
|
(112
|
)
|
|||
Deferred income taxes and tax credits, net
|
(2,548
|
)
|
|
1,103
|
|
|
1,042
|
|
|||
Disallowed capital expenditures
|
(45
|
)
|
|
47
|
|
|
507
|
|
|||
Other
|
258
|
|
|
283
|
|
|
306
|
|
|||
Effect of changes in operating assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(122
|
)
|
|
66
|
|
|
(475
|
)
|
|||
Wildfire-related insurance receivable
|
(1,698
|
)
|
|
(21
|
)
|
|
(575
|
)
|
|||
Inventories
|
(73
|
)
|
|
(18
|
)
|
|
(24
|
)
|
|||
Accounts payable
|
421
|
|
|
173
|
|
|
179
|
|
|||
Wildfire-related claims
|
13,665
|
|
|
(129
|
)
|
|
690
|
|
|||
Income taxes receivable/payable
|
(5
|
)
|
|
159
|
|
|
(29
|
)
|
|||
Other current assets and liabilities
|
(301
|
)
|
|
59
|
|
|
112
|
|
|||
Regulatory assets, liabilities, and balancing accounts, net
|
(800
|
)
|
|
(390
|
)
|
|
(1,214
|
)
|
|||
Other noncurrent assets and liabilities
|
(137
|
)
|
|
128
|
|
|
(219
|
)
|
|||
Net cash provided by operating activities
|
4,704
|
|
|
5,916
|
|
|
4,344
|
|
|||
Cash Flows from Investing Activities
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(6,514
|
)
|
|
(5,641
|
)
|
|
(5,709
|
)
|
|||
Proceeds from sales and maturities of nuclear decommissioning trust investments
|
1,412
|
|
|
1,291
|
|
|
1,295
|
|
|||
Purchases of nuclear decommissioning trust investments
|
(1,485
|
)
|
|
(1,323
|
)
|
|
(1,352
|
)
|
|||
Other
|
23
|
|
|
23
|
|
|
13
|
|
|||
Net
cash used in investing activities
|
(6,564
|
)
|
|
(5,650
|
)
|
|
(5,753
|
)
|
|||
Cash Flows from Financing Activities
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving credit facilities
|
3,535
|
|
|
—
|
|
|
—
|
|
|||
Repayments under revolving credit facilities
|
(650
|
)
|
|
—
|
|
|
—
|
|
|||
Net issuances (repayments) of commercial paper, net of discount of $0, $5, and $6
at respective dates |
(50
|
)
|
|
(972
|
)
|
|
(9
|
)
|
|||
Short-term debt financing
|
250
|
|
|
750
|
|
|
500
|
|
|||
Short-term debt matured
|
(750
|
)
|
|
(500
|
)
|
|
—
|
|
|||
Proceeds from issuance of long-term debt, net of premium, discount and issuance
costs of $7, $32, and $17 at respective dates |
793
|
|
|
2,713
|
|
|
983
|
|
|||
Long-term debt matured or repurchased
|
(445
|
)
|
|
(1,445
|
)
|
|
(160
|
)
|
|||
Preferred stock dividends paid
|
—
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Common stock dividends paid
|
—
|
|
|
(784
|
)
|
|
(911
|
)
|
|||
Equity contribution from PG&E Corporation
|
45
|
|
|
455
|
|
|
835
|
|
|||
Other
|
(20
|
)
|
|
(93
|
)
|
|
(30
|
)
|
|||
Net cash provided by financing activities
|
2,708
|
|
|
110
|
|
|
1,194
|
|
|||
Net change in cash, cash equivalents, and restricted cash
|
848
|
|
|
376
|
|
|
(215
|
)
|
|||
Cash, cash equivalents, and restricted cash at January 1
|
454
|
|
|
78
|
|
|
293
|
|
|||
Cash, cash equivalents, and restricted cash at December 31
|
$
|
1,302
|
|
|
$
|
454
|
|
|
$
|
78
|
|
Less: Restricted cash and restricted cash equivalents
|
(7
|
)
|
|
(7
|
)
|
|
(7
|
)
|
|||
Cash and cash equivalents at December 31
|
$
|
1,295
|
|
|
$
|
447
|
|
|
$
|
71
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash received (paid) for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
(773
|
)
|
|
$
|
(781
|
)
|
|
$
|
(717
|
)
|
Income taxes, net
|
(59
|
)
|
|
162
|
|
|
244
|
|
|||
Supplemental disclosures of noncash
investing and financing activities
|
|
|
|
|
|
||||||
Capital expenditures financed through accounts payable
|
$
|
368
|
|
|
$
|
501
|
|
|
$
|
403
|
|
|
Preferred
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Reinvested
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Total
Shareholders'
Equity
|
||||||||||||
Balance at December 31, 2015
|
$
|
258
|
|
|
$
|
1,322
|
|
|
$
|
7,215
|
|
|
$
|
8,262
|
|
|
$
|
3
|
|
|
$
|
17,060
|
|
Cumulative effect of change in accounting principle
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,402
|
|
|
—
|
|
|
1,402
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Equity contribution
|
—
|
|
|
—
|
|
|
835
|
|
|
—
|
|
|
—
|
|
|
835
|
|
||||||
Common stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(911
|
)
|
|
—
|
|
|
(911
|
)
|
||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2016
|
$
|
258
|
|
|
$
|
1,322
|
|
|
$
|
8,050
|
|
|
$
|
8,763
|
|
|
$
|
2
|
|
|
$
|
18,395
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
1,691
|
|
|
—
|
|
|
1,691
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Equity contribution
|
—
|
|
|
—
|
|
|
455
|
|
|
—
|
|
|
—
|
|
|
455
|
|
||||||
Common stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(784
|
)
|
|
—
|
|
|
(784
|
)
|
||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2017
|
$
|
258
|
|
|
$
|
1,322
|
|
|
$
|
8,505
|
|
|
$
|
9,656
|
|
|
$
|
6
|
|
|
$
|
19,747
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,818
|
)
|
|
—
|
|
|
(6,818
|
)
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
(7
|
)
|
|
(5
|
)
|
||||||
Equity contribution
|
—
|
|
|
—
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
45
|
|
||||||
Preferred stock dividend
|
—
|
|
|
—
|
|
|
—
|
|
|
(14
|
)
|
|
—
|
|
|
(14
|
)
|
||||||
Balance at December 31, 2018
|
$
|
258
|
|
|
$
|
1,322
|
|
|
$
|
8,550
|
|
|
$
|
2,826
|
|
|
$
|
(1
|
)
|
|
$
|
12,955
|
|
(in millions)
|
Year Ended December 31, 2018
|
||
Electric
|
|
||
Revenue from contracts with customers
|
|
||
Residential
|
$
|
5,051
|
|
Commercial
|
4,908
|
|
|
Industrial
|
1,532
|
|
|
Agricultural
|
1,234
|
|
|
Public street and highway lighting
|
72
|
|
|
Other
(1)
|
(720
|
)
|
|
Total revenue from contracts with customers - electric
|
12,077
|
|
|
Regulatory balancing accounts
(2)
|
636
|
|
|
Total electric operating revenue
|
$
|
12,713
|
|
|
|
||
Natural gas
|
|
||
Revenue from contracts with customers
|
|
||
Residential
|
$
|
2,042
|
|
Commercial
|
537
|
|
|
Transportation service only
|
1,151
|
|
|
Other
(1)
|
75
|
|
|
Total revenue from contracts with customers - gas
|
3,805
|
|
|
Regulatory balancing accounts
(2)
|
242
|
|
|
Total natural gas operating revenue
|
4,047
|
|
|
Total operating revenues
|
$
|
16,760
|
|
|
|
|
Estimated Useful
|
|
Balance at December 31,
|
||||||
(in millions, except estimated useful lives)
|
Lives (years)
|
|
2018
|
|
2017
|
||||
Electricity generating facilities
(1)
|
5 to 120
|
|
$
|
13,047
|
|
|
$
|
11,843
|
|
Electricity distribution facilities
|
15 to 65
|
|
32,926
|
|
|
31,110
|
|
||
Electricity transmission facilities
|
15 to 75
|
|
13,177
|
|
|
12,180
|
|
||
Natural gas distribution facilities
|
20 to 60
|
|
13,296
|
|
|
12,312
|
|
||
Natural gas transmission and storage facilities
|
5 to 62
|
|
8,260
|
|
|
7,329
|
|
||
Construction work in progress
|
|
|
2,564
|
|
|
2,471
|
|
||
Total property, plant, and equipment
|
|
|
83,270
|
|
|
77,245
|
|
||
Accumulated depreciation
|
|
|
(24,713
|
)
|
|
(23,456
|
)
|
||
Net property, plant, and
equipment
|
|
|
$
|
58,557
|
|
|
$
|
53,789
|
|
|
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
||||
ARO liability at beginning of year
|
$
|
4,899
|
|
|
$
|
4,684
|
|
Revision in estimated cash flows
|
993
|
|
|
128
|
|
||
Accretion
|
211
|
|
|
207
|
|
||
Liabilities settled
|
(109
|
)
|
|
(120
|
)
|
||
ARO liability at end of year
|
$
|
5,994
|
|
|
$
|
4,899
|
|
(in millions, net of income tax)
|
Pension
Benefits
|
|
Other
Benefits
|
|
Total
|
||||||
Beginning balance
|
$
|
(25
|
)
|
|
$
|
17
|
|
|
$
|
(8
|
)
|
Other comprehensive income before reclassifications:
|
|
|
|
|
|
||||||
Unrecognized net actuarial loss (net of taxes of $41 and $9, respectively)
|
(104
|
)
|
|
(23
|
)
|
|
(127
|
)
|
|||
Regulatory account transfer (net of taxes of $41 and $9, respectively)
|
107
|
|
|
23
|
|
|
130
|
|
|||
Amounts reclassified from other comprehensive income:
|
|
|
|
|
|
||||||
Amortization of prior service cost (net of taxes of $2 and $4, respectively)
(1)
|
(4
|
)
|
|
10
|
|
|
6
|
|
|||
Amortization of net actuarial loss (net of taxes of $2 and $1, respectively)
(1)
|
3
|
|
|
(4
|
)
|
|
(1
|
)
|
|||
Regulatory account transfer (net of taxes of $1 and $3, respectively)
(1)
|
2
|
|
|
(6
|
)
|
|
(4
|
)
|
|||
Net current period other comprehensive loss
|
4
|
|
|
—
|
|
|
4
|
|
|||
Ending balance
|
$
|
(21
|
)
|
|
$
|
17
|
|
|
$
|
(4
|
)
|
|
|
|
|
|
|
(in millions, net of income tax)
|
Pension
Benefits
|
|
Other
Benefits
|
|
Total
|
||||||
Beginning balance
|
$
|
(25
|
)
|
|
$
|
16
|
|
|
$
|
(9
|
)
|
Other comprehensive income before reclassifications:
|
|
|
|
|
|
||||||
Unrecognized prior service cost (net of taxes of $4 and $0, respectively)
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||
Unrecognized net actuarial loss (net of taxes of $229 and $97, respectively)
|
333
|
|
|
141
|
|
|
474
|
|
|||
Regulatory account transfer (net of taxes of $225 and $97, respectively)
|
(327
|
)
|
|
(141
|
)
|
|
(468
|
)
|
|||
Amounts reclassified from other comprehensive income:
|
|
|
|
|
|
|
|
||||
Amortization of prior service cost (net of taxes of $3 and $6, respectively)
(1)
|
(4
|
)
|
|
9
|
|
|
5
|
|
|||
Amortization of net actuarial loss (net of taxes of $9 and $2, respectively)
(1)
|
13
|
|
|
2
|
|
|
15
|
|
|||
Regulatory account transfer (net of taxes of $6 and $8, respectively)
(1)
|
(9
|
)
|
|
(10
|
)
|
|
(19
|
)
|
|||
Net current period other comprehensive loss
|
—
|
|
|
1
|
|
|
1
|
|
|||
Ending balance
|
$
|
(25
|
)
|
|
$
|
17
|
|
|
$
|
(8
|
)
|
|
|
|
|
|
|
|
Balance at December 31,
|
|
Recovery
Period
|
||||||
(in millions)
|
2018
|
|
2017
|
|
|||||
Pension benefits
(1)
|
$
|
1,947
|
|
|
$
|
1,954
|
|
|
Indefinitely
|
Environmental compliance costs
|
1,013
|
|
|
837
|
|
|
32 years
|
||
Utility retained generation
(2)
|
274
|
|
|
319
|
|
|
8 years
|
||
Price risk management
|
90
|
|
|
65
|
|
|
10 years
|
||
Unamortized loss, net of gain, on reacquired debt
|
76
|
|
|
79
|
|
|
25 years
|
||
Catastrophic event memorandum account
(3)
|
790
|
|
|
274
|
|
|
TBD years
|
||
Wildfire expense memorandum account
(4)
|
94
|
|
|
—
|
|
|
TBD years
|
||
Fire hazard prevention memorandum account
(5)
|
263
|
|
|
1
|
|
|
TBD years
|
||
Other
|
417
|
|
|
264
|
|
|
Various
|
||
Total long-term regulatory assets
|
$
|
4,964
|
|
|
$
|
3,793
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Cost of removal obligations
(1)
|
$
|
5,981
|
|
|
$
|
5,547
|
|
Deferred income taxes
(2)
|
283
|
|
|
1,021
|
|
||
Recoveries in excess of AROs
(3)
|
356
|
|
|
624
|
|
||
Public purpose programs
(4)
|
674
|
|
|
590
|
|
||
Retirement Plan
(5)
|
421
|
|
|
418
|
|
||
Other
|
824
|
|
|
479
|
|
||
Total long-term
regulatory liabilities
|
$
|
8,539
|
|
|
$
|
8,679
|
|
|
|
|
|
|
Receivable
Balance at December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Electric distribution
|
$
|
160
|
|
|
$
|
—
|
|
Electric transmission
|
128
|
|
|
139
|
|
||
Utility generation
|
79
|
|
|
—
|
|
||
Gas distribution and transmission
|
462
|
|
|
486
|
|
||
Energy procurement
|
168
|
|
|
71
|
|
||
Public purpose programs
|
111
|
|
|
103
|
|
||
Other
|
327
|
|
|
423
|
|
||
Total regulatory balancing accounts receivable
|
$
|
1,435
|
|
|
$
|
1,222
|
|
|
Payable
Balance at December 31,
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Electric distribution
|
$
|
—
|
|
|
$
|
72
|
|
Electric transmission
|
134
|
|
|
120
|
|
||
Utility generation
|
—
|
|
|
14
|
|
||
Gas distribution and transmission
|
9
|
|
|
—
|
|
||
Energy procurement
|
59
|
|
|
149
|
|
||
Public purpose programs
|
587
|
|
|
452
|
|
||
Other
|
287
|
|
|
313
|
|
||
Total regulatory balancing accounts payable
|
$
|
1,076
|
|
|
$
|
1,120
|
|
|
|
December 31,
|
||||||
(in millions)
|
|
2018
|
|
2017
|
||||
PG&E Corporation
|
|
|
|
|
|
|||
Term Loan:
|
|
|
|
|
|
|
||
Stated Maturity
|
Interest Rates
|
|
|
|
|
|
||
2020
|
variable rate
(2)
|
350
|
|
|
350
|
|
||
Less: Current Portion
(1)
|
|
(350
|
)
|
|
—
|
|
||
Total PG&E Corporation long-term debt
|
|
—
|
|
|
350
|
|
||
Utility
|
|
|
|
|
|
|
||
Senior notes:
|
|
|
|
|
|
|
||
Stated Maturity
|
Interest Rates
|
|
|
|
|
|
||
2018
|
8.25%
|
—
|
|
|
400
|
|
||
2020
|
3.50%
|
800
|
|
|
800
|
|
||
2021
|
3.25% to 4.25%
|
550
|
|
|
550
|
|
||
2022
|
2.45%
|
400
|
|
|
400
|
|
||
2023 through 2046
|
2.95% to 6.35%
|
15,775
|
|
|
14,975
|
|
||
Unamortized discount, net of premium and debt issuance costs
|
|
(178
|
)
|
|
(185
|
)
|
||
Less: current portion
(1)
|
|
(17,347
|
)
|
|
(400
|
)
|
||
Total senior notes, net of current portion
|
|
—
|
|
|
16,540
|
|
||
Pollution control bonds:
|
|
|
|
|
|
|
||
Stated Maturity
|
Interest Rates
|
|
|
|
|
|
||
Series 2008 G, due 2018
|
1.05%
|
—
|
|
|
45
|
|
||
Series 2008 F and 2010 E, due 2026
(3)
|
1.75%
|
100
|
|
|
100
|
|
||
Series 2009 A-B, due 2026
(4)
|
variable rate
(5)
|
149
|
|
|
149
|
|
||
Series 1996 C, E, F, 1997 B due 2026
(4)
|
variable rate
(6)
|
614
|
|
|
614
|
|
||
Less: current portion
(1)
|
|
(863
|
)
|
|
(45
|
)
|
||
Total pollution control bonds
|
|
—
|
|
|
863
|
|
||
Total Utility long-term debt, net of current portion
|
|
—
|
|
|
17,403
|
|
||
Total consolidated long-term debt, net of current portion
|
|
$
|
—
|
|
|
$
|
17,753
|
|
|
|
|
|
|
(in millions,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
except interest rates)
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|
Total
|
||||||||||||||
PG&E Corporation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Variable interest rate as of December 31, 2018
|
—
|
%
|
|
3.51
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
3.51
|
%
|
|||||||
Variable rate obligations
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
350
|
|
Utility
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Average fixed interest rate
|
—
|
%
|
|
3.50
|
%
|
|
3.80
|
%
|
|
2.31
|
%
|
|
3.83
|
%
|
|
4.74
|
%
|
|
4.52
|
%
|
|||||||
Fixed rate obligations
|
$
|
—
|
|
|
$
|
800
|
|
|
$
|
550
|
|
|
$
|
500
|
|
|
$
|
1,175
|
|
|
$
|
14,600
|
|
|
$
|
17,625
|
|
Variable interest rate as of December 31, 2018
|
1.78
|
%
|
|
1.59
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
1.63
|
%
|
|||||||
Variable rate obligations
(1)
|
$
|
149
|
|
|
$
|
614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
763
|
|
Total consolidated debt
|
$
|
149
|
|
|
$
|
1,764
|
|
|
$
|
550
|
|
|
$
|
500
|
|
|
$
|
1,175
|
|
|
$
|
14,600
|
|
|
$
|
18,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Termination
Date
|
|
Credit
Facility
Limit
|
|
|
Borrowings Against Revolver
|
|
|
Commercial
Paper
Outstanding
|
|
Facility
Availability
|
||||||||
PG&E Corporation
|
April 2022
|
|
$
|
300
|
|
(1)
|
|
$
|
300
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Utility
|
April 2022
|
|
$
|
3,000
|
|
(2)
|
|
$
|
2,965
|
|
(3)
|
|
$
|
—
|
|
|
$
|
35
|
|
Total revolving credit facilities
|
|
|
$
|
3,300
|
|
|
|
$
|
3,265
|
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Stock Options
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Restricted stock units
|
43
|
|
|
40
|
|
|
53
|
|
|||
Performance shares
|
36
|
|
|
45
|
|
|
55
|
|
|||
Total compensation expense (pre-tax)
|
$
|
89
|
|
|
$
|
85
|
|
|
$
|
108
|
|
Total compensation expense (after-tax)
|
$
|
63
|
|
|
$
|
50
|
|
|
$
|
64
|
|
|
2018
|
|
Expected stock price volatility
|
23.00
|
%
|
Expected annual dividend payment
|
3.10
|
%
|
Risk-free interest rate
|
2.58
|
%
|
Expected life (years)
|
6
|
|
|
Number of
Stock Option |
|
Weighted Average Grant-
Date Fair Value |
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
Granted
|
1,571,876
|
|
|
$
|
10.24
|
|
|
—
|
|
|
—
|
|
Vested
|
—
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
Forfeited
|
(49,739
|
)
|
|
10.23
|
|
|
—
|
|
|
—
|
|
|
Outstanding at December 31
|
1,522,137
|
|
|
10.24
|
|
|
9.17
|
|
|
0
|
|
|
Expected to vest at December 31
|
1,430,407
|
|
|
$
|
10.24
|
|
|
9.17
|
|
|
0
|
|
Exercisable at December 31
|
—
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
|
|
|
|
|
|
|
|
Number of
Restricted Stock Units
|
|
Weighted Average Grant-
Date Fair Value
|
|||
Nonvested at January 1
|
1,379,235
|
|
|
$
|
60.93
|
|
Granted
|
1,415,627
|
|
|
40.92
|
|
|
Vested
|
(691,408
|
)
|
|
58.78
|
|
|
Forfeited
|
(123,642
|
)
|
|
56.38
|
|
|
Nonvested at December 31
|
1,979,812
|
|
|
$
|
47.66
|
|
|
Number of
Performance Shares
|
|
Weighted Average Grant-
Date Fair Value
|
|||
Nonvested at January 1
|
1,748,028
|
|
|
$
|
63.40
|
|
Granted
|
763,392
|
|
|
36.92
|
|
|
Vested
|
(156,747
|
)
|
|
56.24
|
|
|
Forfeited
(1)
|
(916,582
|
)
|
|
53.68
|
|
|
Nonvested at December 31
|
1,438,091
|
|
|
$
|
56.32
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
(in millions, except per share amounts)
|
2018
|
|
2017
|
|
2016
|
||||||
Income available for common shareholders
|
$
|
(6,851
|
)
|
|
$
|
1,646
|
|
|
$
|
1,393
|
|
Weighted average common shares outstanding, basic
|
517
|
|
|
512
|
|
|
499
|
|
|||
Add incremental shares from assumed conversions:
|
|
|
|
|
|
||||||
Employee share-based compensation
|
—
|
|
|
1
|
|
|
2
|
|
|||
Weighted average common share outstanding, diluted
|
517
|
|
|
513
|
|
|
501
|
|
|||
Total earnings per common share, diluted
|
$
|
(13.25
|
)
|
|
$
|
3.21
|
|
|
$
|
2.78
|
|
|
PG&E Corporation
|
|
Utility
|
||||||||||||||||||||
|
Year
Ended December 31,
|
||||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Current:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
$
|
(5
|
)
|
|
$
|
(10
|
)
|
|
$
|
(105
|
)
|
|
$
|
5
|
|
|
$
|
61
|
|
|
$
|
(105
|
)
|
State
|
(8
|
)
|
|
48
|
|
|
(70
|
)
|
|
(7
|
)
|
|
50
|
|
|
(66
|
)
|
||||||
Deferred:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Federal
|
(2,264
|
)
|
|
481
|
|
|
218
|
|
|
(2,278
|
)
|
|
326
|
|
|
229
|
|
||||||
State
|
(1,009
|
)
|
|
6
|
|
|
16
|
|
|
(1,009
|
)
|
|
4
|
|
|
16
|
|
||||||
Tax credits
|
(6
|
)
|
|
(14
|
)
|
|
(4
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|
(4
|
)
|
||||||
Income tax provision (benefit)
|
$
|
(3,292
|
)
|
|
$
|
511
|
|
|
$
|
55
|
|
|
$
|
(3,295
|
)
|
|
$
|
427
|
|
|
$
|
70
|
|
|
PG&E Corporation
|
|
Utility
|
||||||||||||
|
Year Ended
December 31,
|
||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Deferred income tax assets:
|
|
|
|
|
|
|
|
||||||||
Tax carryforwards
|
$
|
740
|
|
|
$
|
830
|
|
|
$
|
650
|
|
|
$
|
736
|
|
Compensation
|
173
|
|
|
274
|
|
|
121
|
|
|
205
|
|
||||
Income tax regulatory liability
(1)
|
79
|
|
|
286
|
|
|
79
|
|
|
286
|
|
||||
Wildfire-related Reserve
(2)
|
3,433
|
|
|
34
|
|
|
3,433
|
|
|
34
|
|
||||
Other
(3)
|
87
|
|
|
151
|
|
|
93
|
|
|
160
|
|
||||
Total deferred income tax assets
|
$
|
4,512
|
|
|
$
|
1,575
|
|
|
$
|
4,376
|
|
|
$
|
1,421
|
|
Deferred income tax liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Property related basis differences
|
7,672
|
|
|
7,269
|
|
|
7,660
|
|
|
7,256
|
|
||||
Other
(4)
|
121
|
|
|
128
|
|
|
121
|
|
|
128
|
|
||||
Total deferred income tax liabilities
|
$
|
7,793
|
|
|
$
|
7,397
|
|
|
$
|
7,781
|
|
|
$
|
7,384
|
|
Total net deferred income tax liabilities
|
$
|
3,281
|
|
|
$
|
5,822
|
|
|
$
|
3,405
|
|
|
$
|
5,963
|
|
|
|
|
|
|
|
|
|
|
PG&E Corporation
|
|
Utility
|
||||||||||||||
|
Year Ended December 31,
|
||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||
Federal statutory income tax rate
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
|
21.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Increase (decrease) in income tax rate resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
||||||
State income tax (net of federal benefit)
(1)
|
7.9
|
|
|
1.5
|
|
|
(2.5
|
)
|
|
7.9
|
|
|
1.6
|
|
|
(2.2
|
)
|
Effect of regulatory treatment of fixed asset differences
(2)
|
3.6
|
|
|
(16.5
|
)
|
|
(23.7
|
)
|
|
3.6
|
|
|
(16.8
|
)
|
|
(23.4
|
)
|
Tax credits
|
0.1
|
|
|
(1.1
|
)
|
|
(0.8
|
)
|
|
0.1
|
|
|
(1.1
|
)
|
|
(0.8
|
)
|
Benefit of loss carryback
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
Compensation Related
(3)
|
(0.2
|
)
|
|
(1.0
|
)
|
|
(0.1
|
)
|
|
(0.1
|
)
|
|
(0.9
|
)
|
|
(0.2
|
)
|
Tax Reform Adjustment
(4)
|
0.1
|
|
|
6.8
|
|
|
—
|
|
|
0.1
|
|
|
3.0
|
|
|
—
|
|
Other, net
(5)
|
—
|
|
|
(1.1
|
)
|
|
(3.0
|
)
|
|
—
|
|
|
(0.7
|
)
|
|
(2.5
|
)
|
Effective tax rate
|
32.5
|
%
|
|
23.6
|
%
|
|
3.8
|
%
|
|
32.6
|
%
|
|
20.1
|
%
|
|
4.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PG&E Corporation
|
|
Utility
|
||||||||||||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Balance at beginning of year
|
$
|
349
|
|
|
$
|
388
|
|
|
$
|
468
|
|
|
$
|
349
|
|
|
$
|
382
|
|
|
$
|
462
|
|
Reductions for tax position taken during a prior year
|
(27
|
)
|
|
(71
|
)
|
|
(77
|
)
|
|
(27
|
)
|
|
(71
|
)
|
|
(77
|
)
|
||||||
Additions for tax position taken during the current year
|
55
|
|
|
48
|
|
|
56
|
|
|
55
|
|
|
48
|
|
|
56
|
|
||||||
Settlements
|
—
|
|
|
(14
|
)
|
|
(59
|
)
|
|
—
|
|
|
(8
|
)
|
|
(59
|
)
|
||||||
Expiration of statute
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||||
Balance
at end of year
|
$
|
377
|
|
|
$
|
349
|
|
|
$
|
388
|
|
|
$
|
377
|
|
|
$
|
349
|
|
|
$
|
382
|
|
(in millions)
|
December 31,
2018 |
|
Expiration
Year
|
||
Federal:
|
|
|
|
||
Net operating loss carryforward
|
$
|
3,880
|
|
|
2031 - 2036
|
Tax credit carryforward
|
118
|
|
|
2029 - 2037
|
|
Charitable contribution loss carryforward
|
10
|
|
|
2020
|
|
|
|
|
|
||
State:
|
|
|
|
||
Net operating loss carryforward
|
$
|
58
|
|
|
2038
|
Tax credit carryforward
|
79
|
|
|
Various
|
|
Charitable contribution loss carryforward
|
10
|
|
|
2020 - 2021
|
|
|
|
|
Contract Volume
|
||||
Underlying Product
|
|
Instruments
|
|
2018
|
|
2017
|
||
Natural Gas
(1)
(MMBtus
(2)
)
|
|
Forwards and Swaps
|
|
177,750,349
|
|
|
228,768,745
|
|
|
|
Options
|
|
13,735,405
|
|
|
60,736,806
|
|
Electricity (Megawatt-hours)
|
|
Forwards and Swaps
|
|
3,833,490
|
|
|
2,872,013
|
|
|
|
Congestion Revenue Rights
(3)
|
|
340,783,089
|
|
|
312,272,177
|
|
|
|
|
|
|
|
|
|
Commodity Risk
|
||||||||||||||
(in millions)
|
Gross Derivative
Balance
|
|
Netting
|
|
Cash Collateral
|
|
Total Derivative
Balance
|
||||||||
Current assets – other
|
$
|
44
|
|
|
$
|
(1
|
)
|
|
$
|
89
|
|
|
$
|
132
|
|
Other noncurrent assets – other
|
165
|
|
|
—
|
|
|
—
|
|
|
165
|
|
||||
Current liabilities – other
|
(29
|
)
|
|
1
|
|
|
7
|
|
|
(21
|
)
|
||||
Noncurrent liabilities – other
|
(90
|
)
|
|
—
|
|
|
2
|
|
|
(88
|
)
|
||||
Total commodity risk
|
$
|
90
|
|
|
$
|
—
|
|
|
$
|
98
|
|
|
$
|
188
|
|
|
Commodity Risk
|
||||||||||||||
(in millions)
|
Gross Derivative
Balance
|
|
Netting
|
|
Cash Collateral
|
|
Total Derivative
Balance
|
||||||||
Current assets – other
|
$
|
30
|
|
|
$
|
(3
|
)
|
|
$
|
10
|
|
|
$
|
37
|
|
Other noncurrent assets – other
|
103
|
|
|
(1
|
)
|
|
—
|
|
|
102
|
|
||||
Current liabilities – other
|
(47
|
)
|
|
3
|
|
|
13
|
|
|
(31
|
)
|
||||
Noncurrent liabilities – other
|
(66
|
)
|
|
1
|
|
|
8
|
|
|
(57
|
)
|
||||
Total commodity risk
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
31
|
|
|
$
|
51
|
|
•
|
Level 1 –
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
•
|
Level 2 –
Other inputs that are directly or indirectly observable in the marketplace.
|
•
|
Level 3 –
Unobservable inputs which are supported by little or no market activities.
|
|
Fair Value Measurements
|
||||||||||||||||||
|
At December 31, 2018
|
||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term investments
|
$
|
1,593
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,593
|
|
Nuclear decommissioning trusts
|
|
|
|
|
|
|
|
|
|
||||||||||
Short-term investments
|
29
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
29
|
|
|||||
Global equity securities
|
1,793
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,793
|
|
|||||
Fixed-income securities
|
661
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
1,300
|
|
|||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16
|
|
|||||
Total nuclear decommissioning trusts
(2)
|
2,483
|
|
|
639
|
|
|
—
|
|
|
—
|
|
|
3,138
|
|
|||||
Price risk management instruments (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electricity
|
—
|
|
|
5
|
|
|
203
|
|
|
51
|
|
|
259
|
|
|||||
Gas
|
—
|
|
|
1
|
|
|
—
|
|
|
37
|
|
|
38
|
|
|||||
Total price risk management instruments
|
—
|
|
|
6
|
|
|
203
|
|
|
88
|
|
|
297
|
|
|||||
Rabbi trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed-income securities
|
—
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
93
|
|
|||||
Life insurance contracts
|
—
|
|
|
67
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|||||
Total rabbi trusts
|
—
|
|
|
160
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|||||
Long-term disability trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Short-term investments
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
155
|
|
|||||
Total long-term disability trust
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
162
|
|
|||||
TOTAL ASSETS
|
$
|
4,083
|
|
|
$
|
805
|
|
|
$
|
203
|
|
|
$
|
88
|
|
|
$
|
5,350
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Price risk management instruments (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electricity
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
108
|
|
|
$
|
(10
|
)
|
|
$
|
107
|
|
Gas
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
TOTAL LIABILITIES
|
$
|
4
|
|
|
$
|
7
|
|
|
$
|
108
|
|
|
$
|
(10
|
)
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements
|
||||||||||||||||||
|
At December 31, 2017
|
||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
(1)
|
|
Total
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term investments
|
$
|
385
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
385
|
|
Nuclear decommissioning trusts
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Short-term investments
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|||||
Global equity securities
|
1,967
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,967
|
|
|||||
Fixed-income securities
|
733
|
|
|
562
|
|
|
—
|
|
|
—
|
|
|
1,295
|
|
|||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|||||
Total nuclear decommissioning trusts
(2)
|
2,723
|
|
|
562
|
|
|
—
|
|
|
—
|
|
|
3,303
|
|
|||||
Price risk management instruments (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electricity
|
—
|
|
|
3
|
|
|
129
|
|
|
6
|
|
|
138
|
|
|||||
Gas
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total price risk management instruments
|
—
|
|
|
4
|
|
|
129
|
|
|
6
|
|
|
139
|
|
|||||
Rabbi trusts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Fixed-income securities
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Life insurance contracts
|
—
|
|
|
71
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|||||
Total rabbi trusts
|
—
|
|
|
143
|
|
|
—
|
|
|
—
|
|
|
143
|
|
|||||
Long-term disability trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Short-term investments
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
167
|
|
|||||
Total long-term disability trust
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
175
|
|
|||||
TOTAL ASSETS
|
$
|
3,116
|
|
|
$
|
709
|
|
|
$
|
129
|
|
|
$
|
6
|
|
|
$
|
4,145
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Price risk management instruments (Note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Electricity
|
10
|
|
|
15
|
|
|
87
|
|
|
(25
|
)
|
|
87
|
|
|||||
Gas
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
TOTAL LIABILITIES
|
$
|
10
|
|
|
$
|
16
|
|
|
$
|
87
|
|
|
$
|
(25
|
)
|
|
$
|
88
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
|
|
|
|
|
||||||
(in millions)
|
|
At December 31, 2018
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
|
||||||
Fair Value Measurement
|
|
Assets
|
|
Liabilities
|
|
|
|
Range
(1)
|
||||||
Congestion revenue rights
|
|
$
|
203
|
|
|
$
|
75
|
|
|
Market approach
|
|
CRR auction prices
|
|
$ (18.61) - 32.26
|
Power purchase agreements
|
|
$
|
—
|
|
|
$
|
33
|
|
|
Discounted cash flow
|
|
Forward prices
|
|
$ 19.81 - 38.80
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at
|
|
|
|
|
|
|
||||||
(in millions)
|
|
At December 31, 2017
|
|
Valuation
Technique
|
|
Unobservable
Input
|
|
|
||||||
Fair Value Measurement
|
|
Assets
|
|
Liabilities
|
|
|
|
Range
(1)
|
||||||
Congestion revenue rights
|
|
$
|
129
|
|
|
$
|
24
|
|
|
Market approach
|
|
CRR auction prices
|
|
$ (16.03) - 11.99
|
Power purchase agreements
|
|
$
|
—
|
|
|
$
|
63
|
|
|
Discounted cash flow
|
|
Forward prices
|
|
$ 18.81 - 38.80
|
|
|
|
|
|
|
|
|
|
|
|
|
Price Risk Management Instruments
|
||||||
(in millions)
|
2018
|
|
2017
|
||||
Asset (liability) balance as of January 1
|
$
|
42
|
|
|
$
|
55
|
|
Net realized and unrealized gains:
|
|
|
|
||||
Included in regulatory assets and liabilities or balancing accounts
(1)
|
53
|
|
|
(13
|
)
|
||
Asset (liability) balance as of December 31
|
$
|
95
|
|
|
$
|
42
|
|
|
|
|
|
|
At December 31,
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
(in millions)
|
Carrying Amount
|
|
Level 2 Fair Value
|
|
Carrying Amount
|
|
Level 2 Fair Value
|
||||||||
Debt (Note 4)
|
|
|
|
|
|
|
|
||||||||
PG&E Corporation
(1)
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
350
|
|
|
$
|
350
|
|
Utility
|
17,450
|
|
|
14,747
|
|
|
17,090
|
|
|
19,128
|
|
||||
|
|
|
|
|
|
|
|
(in millions)
|
Amortized
Cost
|
|
Total
Unrealized
Gains
|
|
Total
Unrealized
Losses
|
|
Total Fair
Value
|
||||||||
As of December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Nuclear decommissioning trusts
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
29
|
|
Global equity securities
|
568
|
|
|
1,246
|
|
|
(5
|
)
|
|
1,809
|
|
||||
Fixed-income securities
|
1,288
|
|
|
30
|
|
|
(18
|
)
|
|
1,300
|
|
||||
Total
(1)
|
$
|
1,885
|
|
|
$
|
1,276
|
|
|
$
|
(23
|
)
|
|
$
|
3,138
|
|
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nuclear decommissioning trusts
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term investments
|
$
|
23
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
23
|
|
Global equity securities
|
524
|
|
|
1,463
|
|
|
(2
|
)
|
|
1,985
|
|
||||
Fixed-income securities
|
1,252
|
|
|
51
|
|
|
(8
|
)
|
|
1,295
|
|
||||
Total
(1)
|
$
|
1,799
|
|
|
$
|
1,514
|
|
|
$
|
(10
|
)
|
|
$
|
3,303
|
|
|
|
|
|
|
|
|
|
|
As of
|
||
(in millions)
|
December 31, 2018
|
||
Less than 1 year
|
$
|
60
|
|
1–5 years
|
391
|
|
|
5–10 years
|
341
|
|
|
More than 10 years
|
508
|
|
|
Total maturities of fixed-income securities
|
$
|
1,300
|
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Proceeds from sales and maturities of nuclear decommissioning investments
|
$
|
1,412
|
|
|
$
|
1,291
|
|
|
$
|
1,295
|
|
Gross realized gains on securities
|
54
|
|
|
53
|
|
|
18
|
|
|||
Gross realized losses on securities
|
(24
|
)
|
|
(11
|
)
|
|
(26
|
)
|
(in millions)
|
2018
|
|
2017
|
||||
Change in plan
assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
16,652
|
|
|
$
|
14,729
|
|
Actual return on plan assets
|
(923
|
)
|
|
2,380
|
|
||
Company contributions
|
334
|
|
|
335
|
|
||
Benefits and expenses paid
|
(751
|
)
|
|
(792
|
)
|
||
Fair value of plan assets at end of year
|
$
|
15,312
|
|
|
$
|
16,652
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
18,757
|
|
|
$
|
17,305
|
|
Service cost for benefits earned
|
514
|
|
|
472
|
|
||
Interest cost
|
687
|
|
|
714
|
|
||
Actuarial (gain) loss
|
(1,800
|
)
|
|
1,048
|
|
||
Plan amendments
|
—
|
|
|
10
|
|
||
Benefits and expenses paid
|
(751
|
)
|
|
(792
|
)
|
||
Benefit obligation at end of year
(1)
|
$
|
17,407
|
|
|
$
|
18,757
|
|
|
|
|
|
||||
Funded Status:
|
|
|
|
||||
Current liability
|
$
|
(8
|
)
|
|
$
|
(7
|
)
|
Noncurrent liability
|
(2,087
|
)
|
|
(2,098
|
)
|
||
Net liability at end of
year
|
$
|
(2,095
|
)
|
|
$
|
(2,105
|
)
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
||||
Change in plan assets:
|
|
|
|
||||
Fair value of plan assets at beginning of year
|
$
|
2,420
|
|
|
$
|
2,173
|
|
Actual return on plan assets
|
(108
|
)
|
|
298
|
|
||
Company contributions
|
31
|
|
|
33
|
|
||
Plan participant contribution
|
81
|
|
|
87
|
|
||
Benefits and expenses paid
|
(166
|
)
|
|
(171
|
)
|
||
Fair value of plan assets at end of year
|
$
|
2,258
|
|
|
$
|
2,420
|
|
|
|
|
|
||||
Change in benefit obligation:
|
|
|
|
||||
Benefit obligation at beginning of year
|
$
|
1,897
|
|
|
$
|
1,877
|
|
Service cost for benefits earned
|
66
|
|
|
59
|
|
||
Interest cost
|
69
|
|
|
77
|
|
||
Actuarial (gain) loss
|
(221
|
)
|
|
(49
|
)
|
||
Benefits and expenses paid
|
(150
|
)
|
|
(157
|
)
|
||
Federal subsidy on benefits paid
|
3
|
|
|
3
|
|
||
Plan participant contributions
|
81
|
|
|
87
|
|
||
Benefit obligation at end of year
|
$
|
1,745
|
|
|
$
|
1,897
|
|
|
|
|
|
||||
Funded Status:
(1)
|
|
|
|
||||
Noncurrent asset
|
$
|
545
|
|
|
$
|
553
|
|
Noncurrent liability
|
(32
|
)
|
|
(30
|
)
|
||
Net asset at end of year
|
$
|
513
|
|
|
$
|
523
|
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost for benefits earned
(1)
|
$
|
514
|
|
|
$
|
472
|
|
|
$
|
453
|
|
Interest cost
|
687
|
|
|
714
|
|
|
715
|
|
|||
Expected return on plan assets
|
(1,021
|
)
|
|
(770
|
)
|
|
(828
|
)
|
|||
Amortization of prior service cost
|
(6
|
)
|
|
(7
|
)
|
|
8
|
|
|||
Amortization of net actuarial loss
|
5
|
|
|
22
|
|
|
24
|
|
|||
Net periodic benefit cost
|
179
|
|
|
431
|
|
|
372
|
|
|||
Less: transfer to regulatory account
(2)
|
157
|
|
|
(92
|
)
|
|
(34
|
)
|
|||
Total expense recognized
|
$
|
336
|
|
|
$
|
339
|
|
|
$
|
338
|
|
|
|
|
|
|
|
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Service cost for benefits earned
(1)
|
$
|
66
|
|
|
$
|
59
|
|
|
$
|
52
|
|
Interest cost
|
69
|
|
|
77
|
|
|
76
|
|
|||
Expected return on plan assets
|
(130
|
)
|
|
(97
|
)
|
|
(107
|
)
|
|||
Amortization of prior service cost
|
14
|
|
|
15
|
|
|
15
|
|
|||
Amortization of net actuarial loss
|
(5
|
)
|
|
4
|
|
|
4
|
|
|||
Net periodic benefit cost
|
$
|
14
|
|
|
$
|
58
|
|
|
$
|
40
|
|
|
|
|
|
|
|
(in millions)
|
Pension Plan
|
|
PBOP Plans
|
||||
Unrecognized prior service cost
|
$
|
(6
|
)
|
|
$
|
14
|
|
Unrecognized net loss
|
3
|
|
|
(3
|
)
|
||
Total
|
$
|
(3
|
)
|
|
$
|
11
|
|
|
Pension Plan
|
|
PBOP Plans
|
|||||||||||
|
December 31,
|
|
December 31,
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|||
Discount rate
|
4.35
|
%
|
|
3.64
|
%
|
|
4.11
|
%
|
|
4.29 - 4.37%
|
|
3.60 - 3.67 %
|
|
4.05 - 4.19 %
|
Rate of future compensation increases
|
3.90
|
%
|
|
3.90
|
%
|
|
4.00
|
%
|
|
—
|
|
—
|
|
—
|
Expected return on plan assets
|
6.00
|
%
|
|
6.20
|
%
|
|
5.30
|
%
|
|
3.60 - 6.80%
|
|
3.30 - 7.10%
|
|
2.80 - 6.00%
|
(in millions)
|
One-Percentage-Point
Increase
|
|
One-Percentage-Point
Decrease
|
||||
Effect on postretirement benefit obligation
|
$
|
112
|
|
|
$
|
(113
|
)
|
Effect on service and interest cost
|
9
|
|
|
(10
|
)
|
|
Pension Plan
|
|
PBOP Plans
|
||||||||||||||
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|
2017
|
||||||
Global equity securities
|
29
|
%
|
|
29
|
%
|
|
27
|
%
|
|
33
|
%
|
|
33
|
%
|
|
32
|
%
|
Absolute return
|
5
|
%
|
|
5
|
%
|
|
5
|
%
|
|
3
|
%
|
|
3
|
%
|
|
3
|
%
|
Real assets
|
8
|
%
|
|
8
|
%
|
|
10
|
%
|
|
6
|
%
|
|
6
|
%
|
|
7
|
%
|
Fixed-income securities
|
58
|
%
|
|
58
|
%
|
|
58
|
%
|
|
58
|
%
|
|
58
|
%
|
|
58
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
Fair Value Measurements
|
||||||||||||||||||||||||||||||
|
At December 31,
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
||||||||||||||||||||||||||||
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Pension Plan:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Short-term investments
|
$
|
333
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
355
|
|
|
$
|
287
|
|
|
$
|
424
|
|
|
$
|
—
|
|
|
$
|
711
|
|
Global equity securities
|
1,145
|
|
|
—
|
|
|
—
|
|
|
1,145
|
|
|
1,292
|
|
|
—
|
|
|
—
|
|
|
1,292
|
|
||||||||
Real assets
|
461
|
|
|
—
|
|
|
—
|
|
|
461
|
|
|
499
|
|
|
—
|
|
|
—
|
|
|
499
|
|
||||||||
Fixed-income securities
|
1,897
|
|
|
5,216
|
|
|
8
|
|
|
7,121
|
|
|
1,916
|
|
|
5,520
|
|
|
4
|
|
|
7,440
|
|
||||||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
6,202
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,818
|
|
||||||||
Total
|
$
|
3,836
|
|
|
$
|
5,238
|
|
|
$
|
8
|
|
|
$
|
15,284
|
|
|
$
|
3,994
|
|
|
$
|
5,944
|
|
|
$
|
4
|
|
|
$
|
16,760
|
|
PBOP Plans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments
|
$
|
33
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
33
|
|
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31
|
|
Global equity securities
|
115
|
|
|
—
|
|
|
—
|
|
|
115
|
|
|
141
|
|
|
—
|
|
|
—
|
|
|
141
|
|
||||||||
Real assets
|
50
|
|
|
—
|
|
|
—
|
|
|
50
|
|
|
55
|
|
|
—
|
|
|
—
|
|
|
55
|
|
||||||||
Fixed-income securities
|
153
|
|
|
857
|
|
|
—
|
|
|
1,010
|
|
|
163
|
|
|
757
|
|
|
—
|
|
|
920
|
|
||||||||
Assets measured at NAV
|
—
|
|
|
—
|
|
|
—
|
|
|
1,056
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,281
|
|
||||||||
Total
|
$
|
351
|
|
|
$
|
857
|
|
|
$
|
—
|
|
|
$
|
2,264
|
|
|
$
|
390
|
|
|
$
|
757
|
|
|
$
|
—
|
|
|
$
|
2,428
|
|
Total plan assets at fair value
|
|
|
|
|
|
|
|
|
|
$
|
17,548
|
|
|
|
|
|
|
|
|
|
|
|
$
|
19,188
|
|
(in millions)
|
|
||
For the year ended December 31, 2018
|
Fixed-Income
|
||
Balance at beginning of year
|
$
|
4
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
(3
|
)
|
|
Relating to assets sold during the period
|
—
|
|
|
Purchases, issuances, sales, and settlements:
|
|
||
Purchases
|
6
|
|
|
Settlements
|
1
|
|
|
Balance at end of year
|
$
|
8
|
|
|
|
|
|
(in millions)
|
|
||
For the year ended December 31, 2017
|
Fixed-Income
|
||
Balance at beginning of year
|
$
|
5
|
|
Actual return on plan assets:
|
|
||
Relating to assets still held at the reporting date
|
(1
|
)
|
|
Relating to assets sold during the period
|
—
|
|
|
Purchases, issuances, sales, and settlements:
|
|
||
Purchases
|
3
|
|
|
Settlements
|
(3
|
)
|
|
Balance at end of year
|
$
|
4
|
|
(in millions)
|
Pension
Plan
|
|
PBOP
Plans
|
|
Federal
Subsidy
|
|||
2019
|
778
|
|
|
88
|
|
|
(8
|
)
|
2020
|
855
|
|
|
91
|
|
|
(9
|
)
|
2021
|
891
|
|
|
94
|
|
|
(9
|
)
|
2022
|
925
|
|
|
99
|
|
|
(3
|
)
|
2023
|
957
|
|
|
102
|
|
|
(3
|
)
|
Thereafter in the succeeding five years
|
5,136
|
|
|
507
|
|
|
(12
|
)
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
Utility revenues from:
|
|
|
|
|
|
||||||
Administrative services provided to PG&E Corporation
|
$
|
4
|
|
|
$
|
8
|
|
|
$
|
7
|
|
Utility expenses from:
|
|
|
|
|
|
||||||
Administrative services received from PG&E Corporation
|
$
|
94
|
|
|
$
|
65
|
|
|
$
|
74
|
|
Utility employee benefit due to PG&E Corporation
|
76
|
|
|
73
|
|
|
91
|
|
|
Year Ended December 31,
|
||||||||||
(in millions)
|
2018
|
|
2017
|
|
2016
|
||||||
2015 Butte fire
|
|
|
|
|
|
||||||
Third-Party Claims
|
$
|
—
|
|
|
$
|
350
|
|
|
$
|
750
|
|
Insurance recoveries
|
(7
|
)
|
|
(350
|
)
|
|
(625
|
)
|
|||
Total 2015 Butte fire
|
(7
|
)
|
|
—
|
|
|
125
|
|
|||
2017 Northern California wildfires
|
|
|
|
|
|
||||||
Third-Party Claims
|
3,500
|
|
|
—
|
|
|
—
|
|
|||
Insurance recoveries
|
(842
|
)
|
|
—
|
|
|
—
|
|
|||
Total 2017 Northern California wildfires
|
2,658
|
|
|
—
|
|
|
—
|
|
|||
2018 Camp fire
|
|
|
|
|
|
||||||
Third-Party Claims
|
10,500
|
|
|
—
|
|
|
—
|
|
|||
Insurance recoveries
|
(1,380
|
)
|
|
—
|
|
|
—
|
|
|||
Total 2018 Camp fire
|
9,120
|
|
|
—
|
|
|
—
|
|
|||
Total wildfire-related claims, net of insurance recoveries
|
$
|
11,771
|
|
|
$
|
—
|
|
|
$
|
125
|
|
|
Balance At
|
||||||
(in millions)
|
December 31, 2018
|
|
December 31, 2017
|
||||
2015 Butte fire
|
$
|
226
|
|
|
$
|
561
|
|
2017 Northern California wildfires
|
3,500
|
|
|
—
|
|
||
2018 Camp fire
|
10,500
|
|
|
—
|
|
||
Total wildfire-related claims
|
$
|
14,226
|
|
|
$
|
561
|
|
•
|
On Cal Fire’s website, Cal Fire has identified coordinates for the 2018 Camp fire near Tower :27/222 on the Utility’s Caribou-Palermo 115 kV Transmission Line and has identified the start time of the 2018 Camp fire as 6:33 a.m. on November 8, 2018.
|
•
|
On November 8, 2018, at approximately 6:15 a.m., the Utility’s Caribou-Palermo 115kV Transmission Line relayed and deenergized. At approximately 6:30 a.m. that day, a Utility employee observed fire in the vicinity of Tower :27/222, and this observation was reported to 911 by Utility employees. In the afternoon of November 8, the Utility observed damage on the line at Tower :27/222. Specifically, an aerial patrol identified that a suspension insulator supporting a transposition jumper had separated from an arm on Tower :27/222.
|
•
|
On November 14, 2018, the Utility observed a broken C-hook attached to the separated suspension insulator that had connected the suspension insulator to a tower arm, along with wear at the connection point. In addition, the Utility observed a flash mark on Tower :27/222 near where the transposition jumper was suspended and damage to the transposition jumper and suspension insulator.
|
•
|
In addition to the events on the Caribou-Palermo 115kV Transmission Line, on November 8, 2018, at approximately 6:45 a.m., the Utility’s Big Bend 1101 12 kV Circuit experienced an outage. On November 9, 2018, a Utility employee on patrol arrived at the location of the pole with Line Recloser (“LR”) 1704 on the Big Bend 1101 Circuit and observed that the pole and other equipment were on the ground with bullets and bullet holes at the break point of the pole and on the equipment. On November 12, 2018, a Utility employee was patrolling Concow Road north of LR 1704 when he observed wires down and damaged and downed poles at the intersection of Concow Road and Rim Road. At this location, the employee observed several snapped trees, with some on top of the downed wires.
|
(in millions)
|
Insurance Receivable
|
||
2018 Camp fire
|
|
||
Accrued insurance recoveries
|
$
|
1,380
|
|
Reimbursements
|
—
|
|
|
Balance at December 31, 2018
|
$
|
1,380
|
|
|
|
||
2017 Northern California wildfires
|
|
||
Accrued insurance recoveries
|
$
|
842
|
|
Reimbursements
|
(13
|
)
|
|
Balance at December 31, 2018
|
$
|
829
|
|
Loss Accrual (in millions)
|
|
||
Balance at December 31, 2015
|
$
|
—
|
|
Accrued losses
|
750
|
|
|
Payments
(1)
|
(60
|
)
|
|
Balance at December 31, 2016
|
690
|
|
|
Accrued losses
|
350
|
|
|
Payments
(1)
|
(479
|
)
|
|
Balance at December 31, 2017
|
561
|
|
|
Accrued losses
|
—
|
|
|
Payments
(1)
|
(335
|
)
|
|
Balance at December 31, 2018
|
$
|
226
|
|
|
|
|
Balance at
|
||||||
(in millions)
|
December 31,
2018 |
|
December 31,
2017 |
||||
Topock natural gas compressor station
|
$
|
369
|
|
|
$
|
334
|
|
Hinkley natural gas compressor station
|
146
|
|
|
147
|
|
||
Former manufactured gas plant sites owned by the Utility or third parties
(1)
|
520
|
|
|
320
|
|
||
Utility-owned generation facilities (other than fossil fuel-fired),
other facilities, and third-party disposal sites
(2)
|
111
|
|
|
115
|
|
||
Fossil fuel-fired generation facilities and sites
(3)
|
137
|
|
|
123
|
|
||
Total environmental remediation liability
|
$
|
1,283
|
|
|
$
|
1,039
|
|
|
|
|
|
|
Power Purchase Agreements
|
|
|
|
|
|
|
||||||||||||||||
(in millions)
|
Renewable
Energy
|
|
Conventional
Energy
|
|
Other
|
|
Natural
Gas
|
|
Nuclear
Fuel
|
|
Total
|
||||||||||||
2019
|
$
|
2,221
|
|
|
$
|
642
|
|
|
$
|
108
|
|
|
$
|
412
|
|
|
$
|
108
|
|
|
$
|
3,491
|
|
2020
|
2,183
|
|
|
639
|
|
|
83
|
|
|
153
|
|
|
151
|
|
|
3,209
|
|
||||||
2021
|
2,174
|
|
|
582
|
|
|
65
|
|
|
93
|
|
|
64
|
|
|
2,978
|
|
||||||
2022
|
1,984
|
|
|
511
|
|
|
61
|
|
|
93
|
|
|
54
|
|
|
2,703
|
|
||||||
2023
|
1,914
|
|
|
223
|
|
|
61
|
|
|
93
|
|
|
49
|
|
|
2,340
|
|
||||||
Thereafter
|
24,217
|
|
|
435
|
|
|
162
|
|
|
264
|
|
|
47
|
|
|
25,125
|
|
||||||
Total purchase commitments
|
$
|
34,693
|
|
|
$
|
3,032
|
|
|
$
|
540
|
|
|
$
|
1,108
|
|
|
$
|
473
|
|
|
$
|
39,846
|
|
(in millions)
|
Operating Leases
|
||
2019
|
$
|
44
|
|
2020
|
41
|
|
|
2021
|
36
|
|
|
2022
|
28
|
|
|
2023
|
19
|
|
|
Thereafter
|
121
|
|
|
Total minimum lease payments
|
$
|
289
|
|
•
|
prior to June 21, 2019, “re-inspect all of its electrical grid and remove or trim all trees that could fall onto its power lines, poles or equipment in high-wind conditions, . . . identify and fix all conductors that might swing together and arc due to slack and/or other circumstances under high-wind conditions[,] identify and fix damaged or weakened poles, transformers, fuses and other connectors [and] identify and fix any other condition anywhere in its grid similar to any condition that contributed to any previous wildfires”,
|
•
|
“document the foregoing inspections and the work done and . . . rate each segment’s safety under various wind conditions” and
|
•
|
at all times from and after June 21, 2019, “supply electricity only through those parts of its electrical grid it has determined to be safe under the wind conditions then prevailing.”
|
|
Quarter ended
|
||||||||||||||
(in millions, except per share amounts)
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||
2018
|
|
|
|
|
|
|
|
||||||||
PG&E CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
(1)
|
$
|
4,088
|
|
|
$
|
4,381
|
|
|
$
|
4,234
|
|
|
$
|
4,056
|
|
Operating income (loss)
|
(9,530
|
)
|
|
696
|
|
|
(1,465
|
)
|
|
599
|
|
||||
Income tax provision (benefit)
(2)
|
(2,765
|
)
|
|
15
|
|
|
(593
|
)
|
|
51
|
|
||||
Net income (loss)
(3)
|
(6,869
|
)
|
|
567
|
|
|
(980
|
)
|
|
445
|
|
||||
Income (loss) available for common shareholders
|
(6,873
|
)
|
|
564
|
|
|
(984
|
)
|
|
442
|
|
||||
Comprehensive income (loss)
|
(6,866
|
)
|
|
568
|
|
|
(980
|
)
|
|
445
|
|
||||
Net earnings (loss) per common share, basic
|
(13.24
|
)
|
|
1.09
|
|
|
(1.91
|
)
|
|
0.86
|
|
||||
Net earnings (loss) per common share, diluted
|
(13.24
|
)
|
|
1.09
|
|
|
(1.91
|
)
|
|
0.86
|
|
||||
UTILITY
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(1)
|
$
|
4,088
|
|
|
$
|
4,382
|
|
|
$
|
4,234
|
|
|
$
|
4,056
|
|
Operating income (loss)
|
(9,530
|
)
|
|
697
|
|
|
(1,465
|
)
|
|
599
|
|
||||
Income tax provision (benefit)
(2)
|
(2,765
|
)
|
|
14
|
|
|
(592
|
)
|
|
48
|
|
||||
Net income (loss)
(3)
|
(6,865
|
)
|
|
571
|
|
|
(976
|
)
|
|
452
|
|
||||
Income (loss) available for common stock
|
(6,869
|
)
|
|
568
|
|
|
(980
|
)
|
|
449
|
|
||||
Comprehensive income (loss)
|
(6,871
|
)
|
|
571
|
|
|
(975
|
)
|
|
452
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||
PG&E CORPORATION
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating revenues
(4)
|
$
|
4,100
|
|
|
$
|
4,517
|
|
|
$
|
4,250
|
|
|
$
|
4,268
|
|
Operating income
|
429
|
|
|
899
|
|
|
748
|
|
|
880
|
|
||||
Income tax provision
(5)
|
108
|
|
|
160
|
|
|
134
|
|
|
109
|
|
||||
Net income
(6)
|
118
|
|
|
553
|
|
|
410
|
|
|
579
|
|
||||
Income available for common shareholders
|
114
|
|
|
550
|
|
|
406
|
|
|
576
|
|
||||
Comprehensive income
|
118
|
|
|
553
|
|
|
411
|
|
|
579
|
|
||||
Net earnings per common share, basic
|
0.22
|
|
|
1.07
|
|
|
0.79
|
|
|
1.13
|
|
||||
Net earnings per common share, diluted
|
0.22
|
|
|
1.07
|
|
|
0.79
|
|
|
1.13
|
|
||||
UTILITY
|
|
|
|
|
|
|
|
||||||||
Operating revenues
(4)
|
$
|
4,101
|
|
|
$
|
4,516
|
|
|
$
|
4,250
|
|
|
$
|
4,271
|
|
Operating income
|
434
|
|
|
834
|
|
|
749
|
|
|
883
|
|
||||
Income tax provision
(5)
|
33
|
|
|
138
|
|
|
136
|
|
|
120
|
|
||||
Net income
(6)
|
200
|
|
|
513
|
|
|
409
|
|
|
569
|
|
||||
Income available for common stock
|
196
|
|
|
510
|
|
|
405
|
|
|
566
|
|
||||
Comprehensive income
|
203
|
|
|
513
|
|
|
409
|
|
|
570
|
|
||||
|
|
|
|
|
|
|
|
|
|
(a)
|
|
(b)
|
|
(c)
|
|||||||
Plan Category
|
|
Number of Securities to be Issued Upon Exercise of
Outstanding Options, Warrants and Rights
|
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
|||||||
Equity compensation plans approved by shareholders
|
|
6,607,418
|
|
(1)
|
|
$
|
41.25
|
|
(2)
|
|
15,150,532
|
|
(3)
|
Equity compensation plans not approved by shareholders
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
Total equity compensation plans
|
|
6,607,418
|
|
(1)
|
|
$
|
41.25
|
|
(2)
|
|
15,150,532
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
1.
|
The following consolidated financial statements, supplemental information and report of independent registered public accounting firm are filed as part of this report in Item 8:
|
2.
|
The following financial statement schedules are filed as part of this report:
|
3.
|
Exhibits required by Item 601 of Regulation S-K
|
Exhibit Number
|
|
Exhibit Description
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
3.4
|
|
3.5
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
4.4
|
|
|
4.5
|
|
|
4.6
|
|
|
4.7
|
|
|
4.8
|
|
|
4.9
|
|
|
4.10
|
|
|
4.11
|
|
|
4.12
|
|
|
4.13
|
|
|
4.14
|
|
4.15
|
|
|
4.16
|
|
|
4.17
|
|
|
4.18
|
|
|
4.19
|
|
|
4.20
|
|
|
4.21
|
|
|
4.22
|
|
|
4.23
|
|
|
4.24
|
|
|
4.25
|
|
|
4.26
|
|
|
4.27
|
|
4.28
|
|
|
4.29
|
|
|
4.30
|
|
|
4.31
|
|
|
4.32
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.6
|
|
10.7
|
|
|
10.8
|
|
|
10.9
|
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
*
|
|
10.13
|
*
|
|
10.14
|
*
|
|
10.15
|
*
|
|
10.16
|
*
|
|
10.17
|
*
|
|
10.18
|
*
|
|
10.19
|
*
|
|
10.20
|
*
|
|
10.21
|
*
|
|
10.22
|
*
|
|
10.23
|
*
|
|
10.24
|
*
|
10.25
|
*
|
|
10.26
|
*
|
|
10.27
|
*
|
|
10.28
|
*
|
|
10.29
|
*
|
|
10.30
|
*
|
|
10.31
|
*
|
|
10.32
|
*
|
|
10.33
|
*
|
|
10.34
|
*
|
|
10.35
|
*
|
|
10.36
|
*
|
|
10.37
|
*
|
|
10.38
|
*
|
|
10.39
|
*
|
|
10.40
|
*
|
|
10.41
|
*
|
|
10.42
|
*
|
|
10.43
|
*
|
10.44
|
*
|
|
10.45
|
*
|
|
10.46
|
*
|
|
10.47
|
*
|
|
10.48
|
*
|
|
10.49
|
*
|
|
10.50
|
*
|
|
10.51
|
*
|
|
10.52
|
*
|
|
10.53
|
*
|
|
10.54
|
*
|
|
10.55
|
*
|
|
10.56
|
*
|
|
10.57
|
*
|
|
10.58
|
*
|
|
10.59
|
*
|
|
10.60
|
*
|
|
10.61
|
*
|
|
10.62
|
*
|
|
10.63
|
*
|
10.64
|
*
|
|
10.65
|
*
|
|
10.66
|
*
|
|
10.67
|
*
|
|
10.68
|
*
|
|
10.69
|
*
|
|
10.70
|
*
|
|
10.71
|
*
|
|
10.72
|
*
|
|
10.73
|
*
|
|
10.74
|
*
|
|
10.75
|
*
|
|
10.76
|
*
|
|
10.77
|
*
|
|
21
|
|
|
23.1
|
|
|
23.2
|
|
|
24
|
|
|
31.1
|
|
|
31.2
|
|
|
32.1
|
**
|
|
32.2
|
**
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
*
|
|
Management contract or compensatory agreement.
|
**
|
|
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.
|
|
PG&E CORPORATION
|
|
PACIFIC GAS AND ELECTRIC COMPANY
|
|
(Registrant)
|
|
(Registrant)
|
|
|
|
|
|
JOHN R. SIMON
|
|
MICHAEL A. LEWIS
|
|
John R. Simon
|
|
Michael A. Lewis
|
|
|
|
|
By:
|
Interim Chief Executive Officer
|
By:
|
Senior Vice President, Electric Operations
|
|
|
|
|
Date:
|
February 28, 2019
|
Date:
|
February 28, 2019
|
|
|
|
|
|
|
|
|
|
|
|
STEVEN E. MALNIGHT
|
|
|
|
Steven E. Malnight
|
|
|
|
|
|
|
By:
|
Senior Vice President, Energy Supply and Policy
|
|
|
|
|
|
|
Date:
|
February 28, 2019
|
|
|
|
|
|
|
|
|
|
|
|
JESUS SOTO, Jr.
|
|
|
|
Jesus Soto, Jr.
|
|
|
|
|
|
|
By:
|
Senior Vice President, Gas Operations
|
|
|
|
|
|
|
Date:
|
February 28, 2019
|
|
Signature
|
|
Title
|
|
Date
|
|
A. Principal Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interim Chief Executive Officer
|
|
February 28, 2019
|
|
John R. Simon
|
|
(PG&E Corporation)
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Electric Operations
|
|
February 28, 2019
|
|
Michael A. Lewis
|
|
(Pacific Gas and Electric Company)
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President, Gas Operations
|
|
February 28, 2019
|
|
Jesus Soto, Jr.
|
|
(Pacific Gas and Electric Company)
|
|
|
|
|
|
|
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
February 28, 2019
|
|
Jason P. Wells
|
|
(PG&E Corporation)
|
|
|
|
|
|
|
|
|
|
|
|
Vice President, Chief Financial Officer, and
|
|
February 28, 2019
|
|
David S. Thomason
|
|
Controller (Pacific Gas and Electric Company)
|
|
|
|
C. Principal Accounting Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vice President, Chief Financial Officer, and
|
|
February 28, 2019
|
|
David S. Thomason
|
|
Controller (Pacific Gas and Electric Company)
|
|
|
|
D. Directors (PG&E Corporation and Pacific Gas and Electric Company, unless otherwise noted)
|
|
|
|
|
|
|
|
|
|
|
*
|
LEWIS CHEW
|
|
Director
|
|
February 28, 2019
|
|
Lewis Chew
|
|
|
|
|
|
|
|
|
|
|
*
|
FRED J. FOWLER
|
|
Director
|
|
February 28, 2019
|
|
Fred J. Fowler
|
|
|
|
|
|
|
|
|
|
|
*
|
RICHARD C. KELLY
|
|
Director
|
|
February 28, 2019
|
|
Richard C. Kelly
|
|
Chair of the Board (PG&E Corporation)
|
|
|
|
|
|
|
|
|
*
|
ROGER H. KIMMEL
|
|
Director
|
|
February 28, 2019
|
|
Roger H. Kimmel
|
|
|
|
|
|
|
|
|
|
|
*
|
RICHARD A. MESERVE
|
|
Director
|
|
February 28, 2019
|
|
Richard A. Meserve
|
|
|
|
|
|
|
|
|
|
|
*
|
FORREST E. MILLER
|
|
Director
|
|
February 28, 2019
|
|
Forrest E. Miller
|
|
Chair of the Board (Pacific Gas and Electric Company)
|
|
|
|
|
|
|
|
|
*
|
BENITO MINICUCCI
|
|
Director
|
|
February 28, 2019
|
|
Benito Minicucci
|
|
|
|
|
|
|
|
|
|
|
*
|
ERIC D. MULLINS
|
|
Director
|
|
February 28, 2019
|
|
Eric D. Mullins
|
|
|
|
|
|
|
|
|
|
|
*
|
ROSENDO G. PARRA
|
|
Director
|
|
February 28, 2019
|
|
Rosendo G. Parra
|
|
|
|
|
|
|
|
|
|
|
*
|
BARBARA L. RAMBO
|
|
Director
|
|
February 28, 2019
|
|
Barbara L. Rambo
|
|
|
|
|
|
|
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*
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ANNE SHEN SMITH
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Director
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February 28, 2019
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Anne Shen Smith
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*By:
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February 28, 2019
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Janet C. Loduca, Attorney-in-Fact
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Years Ended December 31,
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||||||||||
(in millions, except per share amounts)
|
2018
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|
2017
|
|
2016
|
||||||
Administrative service revenue
|
$
|
90
|
|
|
$
|
63
|
|
|
$
|
70
|
|
Operating expenses
|
(91
|
)
|
|
(5
|
)
|
|
(73
|
)
|
|||
Interest income
|
2
|
|
|
1
|
|
|
1
|
|
|||
Interest expense
|
(15
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|||
Other income (expense)
|
(2
|
)
|
|
4
|
|
|
2
|
|
|||
Equity in earnings of subsidiaries
|
(6,832
|
)
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|
1,667
|
|
|
1,388
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|
|||
Income before income taxes
|
(6,848
|
)
|
|
1,719
|
|
|
1,378
|
|
|||
Income tax provision (benefit)
|
3
|
|
|
73
|
|
|
(15
|
)
|
|||
Net income
|
$
|
(6,851
|
)
|
|
$
|
1,646
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|
|
$
|
1,393
|
|
Other Comprehensive Income
|
|
|
|
|
|
|
|
|
|||
Pension and other postretirement benefit plans obligations (net of taxes of $0, $0, and $1, at respective dates)
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
(2
|
)
|
Total other comprehensive income (loss)
|
4
|
|
|
1
|
|
|
(2
|
)
|
|||
Comprehensive Income
|
$
|
(6,847
|
)
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|
$
|
1,647
|
|
|
$
|
1,391
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|
Weighted Average Common Shares Outstanding, Basic
|
517
|
|
|
512
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|
|
499
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|||
Weighted Average Common Shares Outstanding, Diluted
|
517
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|
|
513
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|
|
501
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|||
Net earnings per common share, basic
|
$
|
(13.25
|
)
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|
$
|
3.21
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|
|
$
|
2.79
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|
Net earnings per common share, diluted
|
$
|
(13.25
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)
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|
$
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3.21
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|
$
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2.78
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Balance at December 31,
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||||||
(in millions)
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2018
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|
2017
|
||||
ASSETS
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|
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Current Assets
|
|
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Cash and cash equivalents
|
$
|
373
|
|
|
$
|
2
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|
Advances to affiliates
|
44
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|
|
24
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||
Income taxes receivable
|
18
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27
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||
Total current assets
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435
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53
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Noncurrent Assets
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|
|
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Equipment
|
2
|
|
|
3
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|
||
Accumulated depreciation
|
(2
|
)
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|
(3
|
)
|
||
Net equipment
|
—
|
|
|
—
|
|
||
Investments in subsidiaries
|
12,722
|
|
|
19,514
|
|
||
Other investments
|
162
|
|
|
144
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|
||
Intercompany receivable
|
—
|
|
|
72
|
|
||
Deferred income taxes
|
187
|
|
|
123
|
|
||
Total noncurrent assets
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13,071
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|
|
19,853
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Total Assets
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$
|
13,506
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|
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$
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19,906
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LIABILITIES AND SHAREHOLDERS’ EQUITY
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|
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|
||
Current Liabilities
|
|
|
|
|
|
||
Short-term borrowings
|
300
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|
|
132
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|
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Long-term debt, classified as current
|
350
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|
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—
|
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Accounts payable – other
|
16
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|
|
6
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|
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Other
|
17
|
|
|
23
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|
||
Total current liabilities
|
683
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|
|
161
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Noncurrent Liabilities
|
|
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Long-term debt
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—
|
|
|
350
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Other
|
172
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|
|
175
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Total noncurrent liabilities
|
172
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|
|
525
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Common Shareholders’ Equity
|
|
|
|
|
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||
Common stock
|
12,910
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|
|
12,632
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|
||
Reinvested earnings
|
(250
|
)
|
|
6,596
|
|
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Accumulated other comprehensive income (loss)
|
(9
|
)
|
|
(8
|
)
|
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Total common shareholders’ equity
|
12,651
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|
|
19,220
|
|
||
Total Liabilities and Shareholders’ Equity
|
$
|
13,506
|
|
|
$
|
19,906
|
|
|
Year ended December 31,
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||||||||||
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2018
|
|
2017
|
|
2016
|
||||||
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
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Net income
|
$
|
(6,851
|
)
|
|
$
|
1,646
|
|
|
$
|
1,393
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|
|||
Stock-based compensation amortization
|
78
|
|
|
20
|
|
|
74
|
|
|||
Equity in earnings of subsidiaries
|
6,833
|
|
|
(1,667
|
)
|
|
(1,388
|
)
|
|||
Deferred income taxes and tax credits-net
|
(62
|
)
|
|
139
|
|
|
11
|
|
|||
Current income taxes receivable/payable
|
9
|
|
|
(2
|
)
|
|
(1
|
)
|
|||
Other
|
41
|
|
|
(75
|
)
|
|
(24
|
)
|
|||
Net cash
provided by operating activities
|
48
|
|
|
61
|
|
|
65
|
|
|||
Cash Flows From Investing Activities:
|
|
|
|
|
|
|
|
|
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Investment in subsidiaries
|
(45
|
)
|
|
(455
|
)
|
|
(835
|
)
|
|||
Dividends received from subsidiaries
(1)
|
—
|
|
|
784
|
|
|
911
|
|
|||
Net cash provided by (used in) investing
activities
|
(45
|
)
|
|
329
|
|
|
76
|
|
|||
Cash Flows From Financing Activities:
|
|
|
|
|
|
|
|
|
|||
Borrowings under revolving credit facility
|
425
|
|
|
—
|
|
|
—
|
|
|||
Repayments under revolving credit facility
|
(125
|
)
|
|
—
|
|
|
—
|
|
|||
Net issuances (repayments) of commercial paper, net of discount
of $1 in 2017
|
(132
|
)
|
|
132
|
|
|
—
|
|
|||
Short-term debt financing
|
350
|
|
|
—
|
|
|
—
|
|
|||
Long-term debt matured or repurchased
|
(350
|
)
|
|
—
|
|
|
—
|
|
|||
Common stock issued
|
200
|
|
|
395
|
|
|
822
|
|
|||
Common stock dividends paid
(2)
|
—
|
|
|
(1,021
|
)
|
|
(921
|
)
|
|||
Net cash provided by (used in) financing activities
|
368
|
|
|
(494
|
)
|
|
(99
|
)
|
|||
Net change in cash and cash equivalents
|
371
|
|
|
(104
|
)
|
|
42
|
|
|||
Cash and cash equivalents at January 1
|
2
|
|
|
106
|
|
|
64
|
|
|||
Cash and cash equivalents at December 31
|
$
|
373
|
|
|
$
|
2
|
|
|
$
|
106
|
|
Supplemental disclosure of cash flow information
|
|
|
|
|
|
|
|
|
|||
Cash received (paid) for:
|
|
|
|
|
|
|
|
|
|||
Interest, net of amounts capitalized
|
$
|
(13
|
)
|
|
$
|
(9
|
)
|
|
$
|
(9
|
)
|
Income taxes, net
|
10
|
|
|
—
|
|
|
(13
|
)
|
|||
Supplemental disclosure of noncash investing and financing activities
|
|
|
|
|
|
||||||
Common stock dividends declared but not yet paid
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
248
|
|
Noncash common stock issuances
|
—
|
|
|
21
|
|
|
20
|
|
|||
|
|
|
|
|
|
(in millions)
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to
Costs and Expenses
|
|
Charged to Other Accounts
|
|
Deductions
(2)
|
|
Balance at End of Period
|
||||||||||
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
64
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
56
|
|
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
58
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
64
|
|
2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
54
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
58
|
|
(in millions)
|
|
|
|
Additions
|
|
|
|
|
||||||||||||
Description
|
|
Balance at Beginning of Period
|
|
Charged to Costs and Expenses
|
|
Charged to Other
Accounts
|
|
Deductions
(2)
|
|
Balance at End of Period
|
||||||||||
Valuation and qualifying accounts deducted from assets:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
2018:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
64
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
42
|
|
|
$
|
56
|
|
2017:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
58
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
49
|
|
|
$
|
64
|
|
2016:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for uncollectible accounts
(1)
|
|
$
|
54
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
46
|
|
|
$
|
58
|
|
5.
|
Release of claims and covenant not
to
sue
.
|
9.
|
No
unfair
competition.
|
(1)
|
any existing
customer
of the
Corporation
or its affiliates
or subsidiaries;
|
(2)
|
any prospective
customer of the Corporation or
its affiliates o
r
subsidiaries about whom Ms. Williams
acquired information
as a
result
of any solicitation efforts
by the
Corporation
or its affiliates or subsidiaries, or by the prospective
customer,
during
Ms.
Williams
'
employment
with the Corporation;
|
(3)
|
any existing
vendor
of the Corporation
or
i
t
s affiliates
or subsidiaries;
|
(4)
|
any prospective
vendor
of the Corporation or its affiliates or
subsidiaries,
about
whom Ms.
Williams
acquired
information
as a
result of
any solicitation efforts
by the Corporation or its affiliates or subsidiaries
,
or by the prospective
vendor, during
Ms. Williams'
employment
with the Corporation;
|
(5)
|
any existing
employee,
agent or consultant
of
the Corporation
or
its affiliates or
subsidiaries,
to terminat
e
or
otherwise
alter the person's or
entity's employment,
agency or
consultant
relationship
with the Corporation
or its affiliates
or subsidiaries;
or
|
(6)
|
any
existing employee, agent or consultant
of the Corporation or
|
18.
|
Acceptance
of Agreement.
|
5.
|
Release of claims and covenant not to sue.
|
7.
|
Non-disclosure.
|
9.
|
No unfair competition.
|
(1)
|
any existing customer of the Compan
y
or its affiliates or subsidiaries;
|
(2)
|
any prospective customer of the Company or its affiliates or subsidiaries about whom Mr. Hogan acquired information as a result of any solicitation efforts by the Company or its affiliates or subsidiaries
,
or by the prospective customer
,
during Mr. Hogan
'
s employment with the Company
;
|
(3)
|
any existing vendor of the Company or its affiliates or subsidiaries
;
|
(4)
|
any prospective vendor of the Company or its affiliates or subsidiaries
,
about whom Mr. Hogan acquired information as a result of any solicitation efforts by the Company or its affiliates or subsidiaries
,
or by the prospective vendor
,
during Mr. Hogan
'
s employment with the Company
;
|
(5)
|
any existing employee
,
agent or consultant of the Company or its affiliates or subsidiaries, to terminate or otherwise alter the person's or entity
'
s employment
,
agency or consultant relationship with the Company or its affiliates or subsidiaries
;
or
|
(6)
|
any existing employee
,
agent or consultant of the Company or its affiliates or subsidiaries
,
to work in any capacity for o
r
on behalf of any person
,
Company or other business enterprise that is in competition with the Company or its affiliates or subsidiaries.
|
18.
|
Acceptance of Agreement.
|
•
|
“Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017.
|
•
|
“Retirement -II” provisions apply to all other recipients.
|
The LTIP and Other Agreements
|
This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group.
|
Grant of Restricted Stock Units
|
PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP.
|
Vesting of Restricted Stock Units
|
As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”).
3,381 on December 03, 2019
3,381 on December 03, 2020
3,382 on December 03, 2021
The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events.
|
Dividends
|
Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units.
|
Settlement
|
Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstanding vested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but not later than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or (3) “separation from service,” within the meaning of Code Section 409A within 2 years following a Change in Control.
|
Voluntary Termination
|
In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination.
|
Leaves of Absence
|
For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.”
Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months.
PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement.
|
Voting and Other Rights
|
You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative.
|
No Retention Rights
|
This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason.
|
Recoupment of Awards
|
Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work internet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation).
|
Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of California.
|
Parent of Significant Subsidiary
|
|
Name of Significant Subsidiary
|
|
Jurisdiction of Formation of Subsidiary
|
|
Names under which Significant Subsidiary does business
|
PG&E Corporation
|
|
Pacific Gas and Electric Company
|
|
CA
|
|
Pacific Gas and Electric Company
|
|
|
|
|
|
|
PG&E
|
|
|
|
|
|
|
|
Pacific Gas and Electric Company
|
|
None
|
|
|
|
|
/s/ LEWIS CHEW
|
|
/s/ BENITO MINICUCCI
|
Lewis Chew
|
|
Benito Minicucci
|
|
|
|
/s/ FRED J. FOWLER
|
|
/s/ ERIC D. MULLINS
|
Fred J. Fowler
|
|
Eric D. Mullins
|
|
|
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/s/ RICHARD C. KELLY
|
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/s/ ROSENDO G. PARRA
|
Richard C. Kelly
|
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Rosendo G. Parra
|
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|
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/s/ RICHARD A. MESERVE
|
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/s/ BARBARA L. RAMBO
|
Richard A. Meserve
|
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Barbara L. Rambo
|
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/s/ FORREST E. MILLER
|
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/s/ ANNE SHEN SMITH
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Forrest E. Miller
|
|
Anne Shen Smith
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/s/ LEWIS CHEW
|
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/s/ BENITO MINICUCCI
|
Lewis Chew
|
|
Benito Minicucci
|
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|
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/s/ FRED J. FOWLER
|
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/s/ ERIC D. MULLINS
|
Fred J. Fowler
|
|
Eric D. Mullins
|
|
|
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/s/ RICHARD C. KELLY
|
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/s/ ROSENDO G. PARRA
|
Richard C. Kelly
|
|
Rosendo G. Parra
|
|
|
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/s/ RICHARD A. MESERVE
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/s/ BARBARA L. RAMBO
|
Richard A. Meserve
|
|
Barbara L. Rambo
|
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/s/ FORREST E. MILLER
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/s/ ANNE SHEN SMITH
|
Forrest E. Miller
|
|
Anne Shen Smith
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of PG&E Corporation;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ JOHN R. SIMON
|
|
John R. Simon
|
|
Interim Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of PG&E Corporation;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ JASON P. WELLS
|
|
Jason P. Wells
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of Pacific Gas and Electric Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ MICHAEL A. LEWIS
|
|
Michael A. Lewis
|
|
Senior Vice President, Electric Operations
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of Pacific Gas and Electric Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ STEVEN E. MALNIGHT
|
|
Steven E. Malnight
|
|
Senior Vice President, Energy Supply and Policy
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of Pacific Gas and Electric Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ JESUS SOTO, Jr.
|
|
Jesus Soto, Jr.
|
|
Senior Vice President, Electric Operations
|
1.
|
I have reviewed this Annual Report on Form 10-K for the year ended
December 31, 2018
of Pacific Gas and Electric Company;
|
2.
|
Based on my knowledge, this 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 report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this 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 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-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
)
for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date: February 28, 2019
|
/s/ DAVID S. THOMASON
|
|
David S. Thomason
|
|
Vice President, Chief Financial Officer and Controller
|
(1)
|
the Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation.
|
|
/s/ JOHN R. SIMON
|
|
John R. Simon
|
|
Interim Chief Executive Officer
|
(1)
|
the Form 10-K fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation.
|
|
/s/ JASON P. WELLS
|
|
Jason P. Wells
|
|
Senior Vice President and
|
|
Chief Financial Officer
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.
|
|
/s/ MICHAEL A. LEWIS
|
|
Michael A. Lewis
|
|
Senior Vice President, Electric Operations
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.
|
|
/s/ STEVEN E. MALNIGHT
|
|
Steven E. Malnight
|
|
Senior Vice President, Energy Supply and Policy
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.
|
|
/s/ JESUS SOTO, Jr.
|
|
Jesus Soto, Jr.
|
|
Senior Vice President, Gas Operations
|
(1)
|
the Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company.
|
|
/s/ DAVID S. THOMASON
|
|
David S. Thomason
|
|
Vice President, Chief Financial Officer and Controller
|