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PCG · PG&E

34 filings

10-K

PCG 10-K Annual Reports

PG&E - 34 annual reports

Filing record · 2016–202610-K1310-Q338-K367

2025
PG&E Annual Report, Year Ended Dec 31, 2025
PG&E Corporation (PCG) and its utility subsidiary Pacific Gas and Electric Company filed a combined 2025 Form 10-K on February 12, 2026. PG&E Corporation reported consolidated net income of $2,703 million for 2025 ($2,593 million available to common shareholders, $1.18 basic and diluted EPS), compared with $2,512 million in 2024. The Utility's operating revenues were $24.9 billion, and total capital expenditures recorded in 2025 were $13.4 billion, with the Utility forecasting $12.4 billion for 2026 and $16.0 billion for 2030. Key ongoing exposures remain wildfire-related: the company recorded liabilities of $1.325 billion for the 2019 Kincade fire, $2.15 billion for the 2021 Dixie fire and $350 million for the 2022 Mosquito fire, and it recorded $300 million for wildfire-related securities claims, with a proposed $100 million settlement of the consolidated securities actions pending District Court approval. Regulatory developments were mixed. The CPUC approved a 9.98% ROE effective January 1, 2026, the OEIS approved the 2026–2028 Wildfire Mitigation Plan in February 2026, and the CPUC issued a final decision in the 2023 WMCE proceeding approving $1.9 billion of cost recovery. The Utility's 2027 GRC requests a revenue requirement of $16.64 billion for 2027, with a decision expected by May 2027. SB 254 created a Continuation Account providing up to $18 billion of wildfire liquidity and a 20% disallowance cap on reimbursements. The company does not expect to issue equity through 2030, and its dividend policy targets a payout of approximately 20% of core earnings by 2028. Liquidity totaled about $4.5 billion at December 31, 2025, including $3.8 billion of revolver availability. Long-term debt was $57.4 billion at PG&E Corporation on a consolidated basis, and the Utility's credit rating remains below investment grade with one major agency, which requires collateral postings with energy counterparties.
Feb 12, 2026
2024
PG&E Annual Report, Year Ended Dec 31, 2024
PG&E Corporation and its principal subsidiary, Pacific Gas and Electric Company (the Utility), filed a combined 2024 Form 10-K describing a holding company whose consolidated results depend almost entirely on the Utility. PG&E Corporation reported consolidated net income of $2,512 million for 2024 versus $2,256 million in 2023, with income available for common shareholders of $2,475 million (basic EPS $1.16, diluted $1.15). Operating revenues were $24,419 million in 2024, essentially flat against $24,428 million in 2023, while operating income rose to $4,459 million from $2,671 million, largely because the 2023 period carried $1,267 million of SB 901 securitization charges that did not recur at that scale in 2024. The filing is dominated by wildfire exposure. Accrued liabilities as of December 31, 2024 were $1.225 billion for the 2019 Kincade fire, $1.925 billion for the 2021 Dixie fire, and $100 million for the 2022 Mosquito fire, before insurance and other recoveries. The Utility recorded a $925 million Wildfire Fund receivable for the Dixie fire, of which $169 million had been received, and a $1.0 billion-threshold wildfire self-insurance program is now in place. The Utility's management reports a 2024 safety certificate from the OEIS and a 2025 WMP update approved by the CPUC. Capital expenditures were $10.6 billion in 2024, and the Utility forecasts $12.9 billion for 2025. PG&E Corporation raised $1.13 billion of common equity and $1.6 billion of mandatory convertible preferred stock in December 2024, and on January 17, 2025 the Utility entered into a DOE loan guarantee facility of up to $15 billion. Liquidity at year-end 2024 totaled approximately $6.7 billion, including $705 million of Utility cash and $5.8 billion of revolver availability. The Utility's credit ratings remain below investment grade, and the authorized capital structure is 52% common equity. Investors should weigh strong earnings and cash-flow momentum against wildfire liabilities that exceed available insurance, pending CPUC cost-recovery decisions, and rising customer-rate pressure.
Feb 13, 2025
2023
PG&E Annual Report, Year Ended Dec 31, 2023
PG&E Corporation (PCG) and its utility subsidiary, Pacific Gas and Electric Company, filed a combined annual report on Form 10-K for fiscal 2023. PG&E Corporation's consolidated net income attributable to common shareholders was $2.24 billion in 2023, up from $1.80 billion in 2022, with the Utility contributing $2.53 billion in 2023 income attributable to common stock. Consolidated operating revenues were $24.43 billion, and total capital expenditures recorded in 2023 were $9.8 billion, with the Utility forecasting $10.4 billion for 2024 and $12.7 billion for 2025. The filing is dominated by wildfire exposure. As of December 31, 2023, the company had recorded aggregate liabilities of $1.125 billion for the 2019 Kincade fire, $400 million for the 2020 Zogg fire, $1.6 billion for the 2021 Dixie fire, and $100 million for the 2022 Mosquito fire, before available insurance. The Utility recorded Wildfire Fund receivables and regulatory recovery assets against these losses, and the outcome of prudency reviews under AB 1054 remains uncertain. The Utility's equipment was not involved in the ignition of any catastrophic wildfires in 2023, according to the filing. Leverage and financing remain central. PG&E Corporation had approximately $4.65 billion of outstanding indebtedness, and the Utility approximately $48.0 billion, as of December 31, 2023. The company issued $2.15 billion of 4.25% convertible senior secured notes in December 2023 and reinstated a common dividend of $0.01 per share, totaling $21 million, in November 2023. The 2023 General Rate Case final decision authorized a 2023 revenue requirement of $13.52 billion, and the cost of capital adjustment mechanism raised the authorized ROE from 10.0% to 10.7%.
Feb 22, 2024
2022
PG&E Annual Report, Year Ended Dec 31, 2022
PG&E Corporation and its principal operating subsidiary, Pacific Gas and Electric Company (the Utility), filed a combined 2022 Annual Report on Form 10-K. PG&E Corporation is a holding company whose primary asset is the Utility, a regulated electric and natural gas utility serving Northern and Central California. Net income attributable to common shareholders was $1.80 billion in 2022, compared with a loss of $102 million in 2021, with the swing largely driven by income tax benefits tied to the Fire Victim Trust's sales of PG&E Corporation shares and the recognition of SB 901 securitization items. Total operating revenues were $21.68 billion, and total capital expenditures were $9.6 billion for 2022. The filing's central investor concern is wildfire liability. The company has recorded probable losses of $1.025 billion for the 2019 Kincade fire, $400 million for the 2020 Zogg fire, $1.175 billion for the 2021 Dixie fire, and $100 million for the 2022 Mosquito fire, each before available insurance and recoveries. The Utility also faces a criminal prosecution over the Zogg fire in which the company states its total losses could materially exceed accrued amounts, and it discloses that the Wildfire Fund and AB 1054 protections may not fully mitigate its exposure. Other notable items include $300 million accrued for wildfire-related securities claims, a pending CPUC decision on the 2023 general rate case with a requested 2023 revenue requirement of $15.82 billion, and a CPUC-approved 2023 cost of capital with a 10% return on equity. Balance-sheet and capital-structure points include total assets of $118.6 billion, long-term debt of $47.7 billion at PG&E Corporation consolidated level, and the reinstatement of Utility common stock dividends in June 2022 at $425 million per quarter. PG&E Corporation's ability to pay its own common dividends remains restricted until it recognizes $6.2 billion in Non-GAAP Core Earnings after emergence from Chapter 11.
Feb 23, 2023
2021
PG&E Annual Report, Year Ended Dec 31, 2021
PG&E Corporation (PCG) and its subsidiary Pacific Gas and Electric Company (the Utility) report a combined 2021 Form 10-K, filed February 10, 2022. For 2021, PG&E Corporation reported a net loss attributable to common shareholders of $102 million, compared with $1.3 billion in 2020, and the Utility reported income available for common stock of $124 million, compared with $397 million in 2020. The 2021 results include a $1.15 billion pre-tax charge for the 2021 Dixie fire, partly offset by probable insurance, WEMA, FERC TO and Wildfire Fund recoveries. A $1.3 billion net-of-tax charge related to the grantor trust election for the Fire Victim Trust was recorded in 2020, and the 2021 income tax effective rate rose to 86.8% for the Utility, driven in part by a Fire Victim Trust DTA write-off. The filing is dominated by wildfire exposure. The company recorded aggregate liabilities of $800 million for the 2019 Kincade fire, $375 million for the 2020 Zogg fire and $1.15 billion for the 2021 Dixie fire, before insurance and other recoveries. Criminal complaints from the Sonoma and Shasta County District Attorneys seek charges that the filing says would materially exceed the recorded amounts for Kincade and Zogg. The Utility was placed in step 1 of the CPUC's Enhanced Oversight and Enforcement Process on April 15, 2021. Probation ended January 25, 2022, and the Utility received a 2021 AB 1054 safety certification on January 31, 2022. Management expects capital expenditures of $7.8 billion to $8.9 billion in 2022, and the 2023 GRC requests revenue requirements of $15.46 billion. Balance sheet and liquidity items include total assets of $103.3 billion, long-term debt of $38.2 billion at PG&E Corporation consolidated level, $2.2 billion of total liquidity at December 31, 2021, and a $2.2 billion Utility regulatory balancing account position. Common dividends remain suspended, and PG&E Corporation may not pay common dividends until it recognizes $6.2 billion of Non-GAAP Core Earnings after emergence. The Utility authorized payment of $59.1 million of cumulative preferred dividends in February 2022.
Feb 10, 2022
2020
PG&E Annual Report, Year Ended Dec 31, 2020
PG&E Corporation (PCG) and its principal operating subsidiary, Pacific Gas and Electric Company (the Utility), filed this combined 2020 Annual Report on Form 10-K. The companies emerged from Chapter 11 on July 1, 2020, under the Plan confirmed June 20, 2020, and the filing states that substantial doubt about their ability to meet obligations within one year has been alleviated. PG&E Corporation reported a 2020 net loss attributable to common shareholders of $1.3 billion ($1,318 million), compared with a $7.7 billion loss in 2019, while the Utility reported net income available for common stock of $397 million. Consolidated operating revenues were $18.47 billion, and wildfire-related claims, net of insurance, fell to $251 million from $11.44 billion. Wildfire-related liabilities remain the dominant risk: the company recorded a $625 million loss for the 2019 Kincade fire and a $275 million loss for the 2020 Zogg fire, before available insurance, and states that losses could be greater. The balance sheet and cash flows reflect the restructuring. Total assets were $97.86 billion, and long-term debt was $37.29 billion at PG&E Corporation on a consolidated basis. Operating cash flow was negative $19.13 billion, driven by $18.8 billion of payments on pre-petition wildfire claims and $5.2 billion of Wildfire Fund contributions. Financing inflows included $12.9 billion of equity contributions from PG&E Corporation to the Utility. The filing states that PG&E Corporation's ability to pay common dividends is restricted until it recognizes $6.2 billion in Non-GAAP Core Earnings after the Effective Date, and that the Fire Victim Trust holds 22.19% of common stock on the Effective Date basis. Key regulatory and legal exposures include the probation court's expanding conditions, a potential CPUC Enhanced Oversight and Enforcement Process, pending PSPS penalty proposals (including an intervenor proposal of $166 million), and the wildfire insurance and AB 1054 Wildfire Fund arrangements. The Utility states it expects capital expenditures of $7.5 billion to $8.3 billion in 2021.
Feb 25, 2021
2019-A
PG&E Annual Report (Amendment), Year Ended Dec 31, 2019
This Part III amendment to PG&E Corporation's annual report covers directors, executive compensation, security ownership, related-party transactions, director independence, and auditor fees for 2019. It reports a GAAP loss for 2019 of $(7,656) million. The filing attributes the loss mainly to pre-tax charges of $11.9 billion for costs related to the 2015 Butte fire, the 2017 Northern California wildfires, and the 2018 Camp fire, net of insurance, along with $773 million of electric asset inspection and repair costs and $199 million of Chapter 11 reorganization costs. The Chapter 11 Cases were filed on January 29, 2019, and the companies describe 2019 as a year in which settlements were reached with three key creditor constituencies, the companies elected to participate in the Wildfire Fund, and a Proposed Plan was filed and later amended. The Boards were substantially refreshed in April 2019, and William D. Johnson became CEO and President of PG&E Corporation while Andrew M. Vesey became CEO and President of the Utility. The filing reports negative shareholder returns on a one-, three-, and five-year basis. Its 2017-2019 relative TSR result was 81.7% negative, so no performance share payout was made on the TSR component. Most executive officers received only base salary in 2019 after the Bankruptcy Court declined to approve the Key Employee Incentive Program. Outstanding stock options are entirely underwater, and the 2018 RSU grants were worth approximately 26 percent of grant-date value as of December 31, 2019. The filing also lists 529,785,896 PG&E Corporation common shares outstanding as of March 10, 2020, and reports that Deloitte & Touche LLP was selected as the 2020 independent auditor. Audit fees billed to PG&E Corporation were $2.111 million for 2019 and $5.505 million for 2018. Backstop commitment letters for a Chapter 11 plan with Knighthead, Abrams and Stonehill are disclosed, with Knighthead and Abrams committing $400 million and $300 million, respectively, under the March 1, 2020 letters.
Mar 31, 2020
2019
PG&E Annual Report, Year Ended Dec 31, 2019
PG&E Corporation (filed as PG&E Corporation; ticker PCG) and its utility subsidiary Pacific Gas and Electric Company filed a combined 2019 Form 10-K on February 18, 2020, while both remain debtors-in-possession under Chapter 11, which they entered on January 29, 2019. Management has concluded that these circumstances raise substantial doubt about both entities' ability to continue as going concerns, and the auditor's report includes a corresponding explanatory paragraph. PG&E Corporation reported a 2019 net loss of $7.64 billion (about $(14.50) per share) versus a $6.84 billion loss in 2018, driven by $11.4 billion of charges for wildfire-related claims from the 2018 Camp fire, the 2017 Northern California wildfires and the 2015 Butte fire. Operating revenues were $17.13 billion. As of December 31, 2019, the Utility's best estimate of probable losses for these fires was $25.5 billion, and the filing says it could substantially exceed that if settlements terminate. The path out of bankruptcy is a Proposed Plan filed January 31, 2020, which contemplates roughly $58 billion of total sources and uses, including up to $9.0 billion of new equity, $6.75 billion of stock to a Fire Victim Trust, and $23.775 billion of new Utility debt. Participation in California's AB 1054 Wildfire Fund requires emergence by June 30, 2020, and an initial contribution of about $4.8 billion plus annual contributions of about $193 million. Investors should also note the filing's disclosure of a 2019 Kincade fire, for which the company says a loss is reasonably possible but cannot be estimated, and the ongoing federal probation proceedings and CPUC enforcement matters. The filing states that PG&E Corporation and the Utility do not expect to pay common dividends for at least two years, and the Utility's authorized capital structure and ROE (52% equity, 10.25% ROE through 2023) remain key regulatory parameters. The filing is a detailed bankruptcy-era report where equity value depends heavily on plan confirmation, financing, and wildfire liability outcomes.
Feb 18, 2020
2018-A
PG&E Annual Report (Amendment), Year Ended Dec 31, 2018
This Amendment No. 1 to PG&E Corporation's and Pacific Gas and Electric Company's 2018 annual report, filed April 30, 2019, supplies Part III information (directors, executive compensation, security ownership, related transactions, and auditor fees) that was omitted from the original 10-K. It reports that both companies filed voluntary Chapter 11 petitions on January 29, 2019, and that the Board was substantially refreshed in April 2019, with eleven new directors joining two continuing directors and William D. Johnson set to become CEO and President on May 2, 2019. Settlement with BlueMountain led to the resignation of Richard C. Kelly and the appointment of Frederick W. Buckman, and the Board will propose increasing its size to 15 directors. The filing shows the financial strain behind compensation outcomes. It states that 2018 combined pre-tax charges related to the Camp fire and 2017 Northern California wildfires totaled $14.0 billion, with a full-year GAAP net loss of $6.9 billion, or $(13.35) per diluted share. Earnings from operations were $2,069 million ($4.00 per diluted share). The Compensation Committee reduced the 2018 short-term incentive company score to zero, so no 2018 STIP awards were paid, and no 2019 STIP participation is planned for named executive officers. The 2016 TSR performance shares paid out at zero, and the company's TSR was negative 50.5 percent over the three-year period. For investors, the filing highlights the leadership transition, the ongoing bankruptcy-related limits on equity compensation, and the auditor fee disclosure, with Deloitte & Touche billing $5.505 million in audit fees to PG&E Corporation for 2018 and $0 for tax and other fees.
Apr 30, 2019
2018
PG&E Annual Report, Year Ended Dec 31, 2018
PG&E Corporation and Pacific Gas and Electric Company filed a combined 2018 Form 10-K on February 28, 2019, reporting a net loss available for common shareholders of $6.9 billion for 2018, compared with net income of $1.6 billion in 2017. The loss reflects charges of $14 billion (pre-tax) associated with third-party claims and legal and other costs related to the 2018 Camp fire and 2017 Northern California wildfires, partly offset by probable insurance recoveries of $2.2 billion (pre-tax). Operating revenues were $16.8 billion. Management concluded that these circumstances raise substantial doubt about both entities' ability to continue as going concerns, and the auditor included a going-concern explanatory paragraph. On January 29, 2019, PG&E Corporation and the Utility filed voluntary petitions for relief under Chapter 11 in the U.S. Bankruptcy Court for the Northern District of California. A $5.5 billion DIP Credit Agreement was entered into, of which $1.5 billion of the DIP Revolving Facility became available on February 1, 2019; the remaining facilities await a final hearing scheduled for March 13, 2019. All long-term debt was classified as current at December 31, 2018, with $18.6 billion of long-term debt classified as current at the parent level and $18.2 billion at the Utility. The filing states that losses from the wildfires are expected to greatly exceed insurance, and that liability could exceed $30 billion excluding punitive damages, fines, penalties and future claims. For investors, the central issues are the outcome of the Chapter 11 process, the eventual allocation of wildfire liabilities, the treatment of equity holders, and whether the Utility can recover costs through regulatory mechanisms such as SB 901 securitization and the Customer Harm Threshold. The filing states that trading in the securities during the Chapter 11 Cases is highly speculative and that ultimate recovery could differ substantially from implied trading values.
Feb 28, 2019
2017
PG&E Annual Report, Year Ended Dec 31, 2017
PG&E Corporation and its utility subsidiary, Pacific Gas and Electric Company, report 2017 results shaped overwhelmingly by the Northern California wildfires that began October 8, 2017. The Utility has incurred $219 million in service restoration and repair costs through December 31, 2017 (including $97 million of capital expenditures), which it believes are recoverable through CEMA subject to CPUC approval. The filing states that neither PG&E Corporation nor the Utility has accrued a liability for the wildfires, because a loss is not yet probable and cannot be reasonably estimated. The filing also cites a California Department of Insurance estimate of roughly $10 billion in insured statewide losses from the October 2017 fires, and notes the Utility's liability insurance of approximately $800 million for third-party claims, so exposure could exceed available coverage. Reported financial results were solid. PG&E Corporation's 2017 income available for common shareholders was $1,646 million, or $3.21 per diluted share, compared with $1,393 million, or $2.78, in 2016. Earnings from operations, a non-GAAP measure, were $3.68 per share versus $3.76. Operating revenues were $17,135 million and total assets were $68,012 million. The Tax Act required a one-time provisional tax expense of $147 million at the holding company level, and a provisional $5.7 billion re-measurement of the Utility's deferred taxes, offset by a regulatory liability. The filing expects an annual revenue requirement reduction of about $500 million starting in 2018. Both the common dividend and the Utility's preferred dividend were suspended in December 2017, and the filing says it could not predict when dividends would resume. Other significant risks include the Butte fire, for which the Utility now believes a loss of at least $1.1 billion is probable (up from $750 million), the doctrine of inverse condemnation, and multiple CPUC enforcement and litigation matters, including a 2017 federal criminal conviction and related probation and monitorship. Credit ratings were placed under review for downgrade by Moody's and S&P in December 2017, and the filing says equity issuance needs will be material in future years.
Feb 9, 2018
2016
PG&E Annual Report, Year Ended Dec 31, 2016
PG&E Corporation and its primary operating subsidiary, Pacific Gas and Electric Company (the Utility), filed this combined Form 10-K for fiscal 2016. PG&E Corporation reported 2016 operating revenues of $17,666 million and net income of $1,407 million, with income available for common shareholders of $1,393 million, or $2.78 diluted EPS, versus $874 million and $1.79 in 2015. The Utility's 2016 results were materially shaped by items that management excluded from 'earnings from operations,' most notably $750 million of accrued third-party claims related to the Butte fire, $307 million of after-tax fines and penalties, and $130 million of GT&S capital disallowances. Earnings from operations were $1,884 million, or $3.76 per share, according to the filing's non-GAAP reconciliation. The filing is dominated by enforcement and litigation risk. The Utility was convicted on six felony counts in the federal criminal trial, was sentenced on January 26, 2017 to five years of corporate probation, a five-year third-party monitor and a $3 million fine, and chose not to appeal. The Utility also faces an ex parte communications proceeding in which it states it is probable the CPUC will impose penalties, and the Department of the Interior is reviewing whether the Utility should be debarred from federal contracting. The Utility believes it is probable that it will incur a loss of at least $750 million from the Butte fire, against approximately $900 million of third-party liability insurance and $625 million of recorded probable insurance recoveries. PG&E Corporation states it expects to issue $400 million to $600 million of common stock in 2017, which could be materially dilutive to EPS. On the regulatory side, the 2017 General Rate Case settlement proposes a $88 million revenue requirement increase for 2017, down from $319 million requested, with a final CPUC decision expected in the first half of 2017. The filing also describes a proposed reduction of the authorized ROE from 10.40% to 10.25% under a cost of capital petition for modification, and a Diablo Canyon retirement application with licenses expiring in 2024 and 2025. The Utility's capital expenditures are estimated at approximately $6.0 billion in each of 2017, 2018 and 2019.
Feb 16, 2017
2015
PG&E Annual Report, Year Ended Dec 31, 2015
PG&E Corporation and Pacific Gas and Electric Company filed a combined Form 10-K for fiscal 2015. PG&E Corporation reported 2015 operating revenues of $16.83 billion, operating income of $1.51 billion, and net income of $888 million, with income available for common shareholders of $874 million, or $1.79 per diluted share, down from $3.06 in 2014. The decline reflects the $1.6 billion CPUC Penalty Decision for the San Bruno accident, of which $907 million was charged to 2015 operating and maintenance expense. Excluding items impacting comparability, the filing reports earnings from operations of $1.519 billion, or $3.12 per diluted share, compared with $3.50 in 2014. The filing highlights significant ongoing risks. The Utility faces a federal criminal trial on 13 counts of pipeline safety and obstruction charges, scheduled to begin March 22, 2016, with potential fines of $6.5 million plus a possible alternative fine of approximately $562 million. Other pending matters include CPUC investigations into natural gas record-keeping and ex parte communications, a CPUC inquiry into safety culture, and Butte fire liabilities estimated at $350 million to $450 million. The company states it will need to issue material equity in 2016 and future years, with a forecast of $600 million to $800 million of common stock issuance in 2016, which would be materially dilutive to EPS. On the operating side, the Utility estimates 2016 capital expenditures of $5.4 billion to $5.6 billion. Pending rate matters include the 2017 General Rate Case requesting a $457 million revenue requirement increase and the 2015 Gas Transmission and Storage rate case requesting a 2015 revenue requirement of $1.263 billion. The Utility's authorized ROE is 10.40% with a 52% equity capital structure through 2017.
Feb 18, 2016
2014-A
PG&E Annual Report (Amendment), Year Ended Dec 31, 2014
This Amendment No. 1 to the Form 10-K of PG&E Corporation and Pacific Gas and Electric Company, for the fiscal year ended December 31, 2014, is filed solely to add Exhibits 12.1, 12.2, and 12.3. The filing states that these exhibits were inadvertently omitted from the Form 10-K filed with the SEC on February 10, 2015. The amendment makes no other changes to the original Form 10-K and does not update or modify any disclosures in it, and it speaks as of the original filing date. The cover page provides the registrants' key identifying and market data. PG&E Corporation's common stock had an aggregate market value held by non-affiliates of $22,602 million as of June 30, 2014. As of January 27, 2015, PG&E Corporation had 476,399,910 common shares outstanding, and Pacific Gas and Electric Company had 264,374,809 shares outstanding, all wholly owned by PG&E Corporation. Both registrants are classified as non-accelerated filers under the cover page check boxes, and PG&E Corporation is designated a large accelerated filer. Part III information is incorporated by reference from the Joint Proxy Statement for the 2015 Annual Meetings of Shareholders. For investors, this amendment carries no new financial results, operating data, or management commentary. Its substantive content is the addition of the three omitted exhibits, which the filing identifies only by number, so readers seeking the financial narrative should refer to the original Form 10-K filed February 10, 2015.
Feb 18, 2015
2014
PG&E Annual Report, Year Ended Dec 31, 2014
PG&E Corporation and Pacific Gas and Electric Company filed a combined 2014 Annual Report on Form 10-K. The filing centers on the CPUC's September 2, 2014 presiding officer decisions in three investigative enforcement proceedings tied to the Utility's gas transmission system and the September 9, 2010 San Bruno accident. The ALJs jointly called for total penalties of $1.4 billion, and the filing states the Utility has appealed, that the decisions are not final, and that the Utility estimates total pre-tax unrecovered costs and fines of about $4.85 billion if the decision becomes final. At December 31, 2014 the Utility had accrued $200 million for the minimum fines deemed probable, and the company states it believes total penalties will be materially in excess of that amount. A federal criminal indictment (28 counts, superseding) is also pending, with a maximum alternative fine of about $1.13 billion, which the Utility denies. Financially, PG&E Corporation reported 2014 operating revenues of $17,090 million, operating income of $2,450 million, and diluted EPS of $3.06, compared with $1.83 in 2013. Net income available for common shareholders was $1,436 million. Results were supported by the August 14, 2014 final 2014 GRC decision, which authorized a total 2014 revenue requirement of approximately $7.1 billion, and by approximately $200 million of 2013 excess spending that the GRC decision now supports in revenues. Total assets were $60,127 million at year-end. The company expects to issue $400 million to $600 million of common stock in 2015, excluding any fines, and states that these issuances could be materially dilutive to EPS. The Utility forecasts 2015 capital expenditures of $5.5 billion. Key pending matters for 2015 include the 2015 GT&S rate case, where the Utility requested a 2015 revenue requirement of $1.29 billion (an increase of $555 million), with a final decision expected in August 2015, and an ex parte communications matter that led the CPUC to disallow up to the entire incremental revenue for March to August 2015 and impose a $1.05 million fine.
Feb 10, 2015
2013
PG&E Annual Report, Year Ended Dec 31, 2013
PG&E Corporation and Pacific Gas and Electric Company filed a combined annual report on Form 10-K for the year ended December 31, 2013. PG&E Corporation reported 2013 income available for common shareholders of $814 million, or $1.83 per diluted share, compared with $816 million, or $1.92 per share, in 2012. The filing states that operating results continue to be materially affected by costs the Utility incurs to improve natural gas safety and reliability that are not recoverable through rates, and that these unrecovered costs have increased equity needs funded through share issuances that have materially diluted EPS. Cumulative charges related to natural gas matters since the San Bruno accident total approximately $2.5 billion. The most significant open risk is three pending CPUC investigations tied to the San Bruno accident. The Safety and Enforcement Division has recommended a $2.25 billion penalty, consisting of a $300 million fine and $1.95 billion of non-recoverable costs. The Utility estimates total unrecovered costs and fines would be about $4.5 billion if that recommendation is adopted, and has accrued $200 million as the minimum probable fine. A federal criminal investigation is also ongoing, with the Utility identified as a target. Outcomes could materially affect financial condition, cash flows and future equity issuance. The Utility's 2014 General Rate Case requests a 2014 revenue requirement of $7.8 billion, an increase of about $1.16 billion over 2013 authorized revenues. The Utility forecasts capital expenditures of $5 billion to $6 billion in 2014, and PG&E Corporation expects to issue a material amount of equity in 2014. The CPUC authorized a 10.40% ROE effective January 1, 2013, down from 11.35%, and a capital structure of 52% common equity.
Feb 11, 2014
2012
PG&E Annual Report, Year Ended Dec 31, 2012
PG&E Corporation and Pacific Gas and Electric Company filed a combined 2012 Form 10-K on February 21, 2013. The Utility served about 5.2 million electricity and 4.4 million natural gas distribution customers at year-end 2012, with approximately $52 billion in assets and roughly $15 billion in 2012 revenues. The filing is dominated by the San Bruno pipeline accident of September 9, 2010. Through December 31, 2012, the company had recorded cumulative charges of about $1.83 billion related to the accident and natural gas matters, including a $353 million charge in 2012 for disallowed pipeline safety enhancement plan capital expenditures. The CPUC approved the plan on December 20, 2012 but capped capital recovery at $1.0 billion of the $1.4 billion requested, and the company forecasts $400 million to $500 million of non-recoverable pipeline-related costs in 2013. The largest pending exposure is three CPUC investigations plus other enforcement matters. The Utility has accrued at least $200 million in probable penalties, but management says the ultimate amount could be materially higher. Briefs on penalties are due April 26, 2013, and presiding officer decisions are expected by July 23, 2013. Third-party San Bruno claims were accrued at $455 million cumulatively, with a reasonably possible additional $145 million. The company is also a federal criminal investigation target. Reported 2012 net income available for common shareholders was $816 million, or $1.92 diluted EPS, down from $2.10 in 2011. The company expects to issue about $1 billion of common stock in 2013 to fund the Utility's equity needs, which is dilutive, and capital spending is forecast at about $5.1 billion in 2013. The Utility's 2013 cost of capital decision cuts the authorized ROE to 10.40% from 11.35%, with a 52% equity structure. The 2014 General Rate Case requests base revenue of $1.28 billion above the 2013 authorized level. The dividend was held at $1.82 per share annualized, and management expects to maintain the current quarterly rate subject to the outcome of natural gas matters.
Feb 21, 2013
2011
PG&E Annual Report, Year Ended Dec 31, 2011
PG&E Corporation and Pacific Gas and Electric Company filed a combined 2011 Annual Report on Form 10-K, dated February 16, 2012. The Utility served approximately 5.2 million electricity distribution customers and 4.3 million natural gas distribution customers at December 31, 2011, with about $49.2 billion in assets and 2011 revenues of $15 billion. PG&E Corporation reported 2011 income available for common shareholders of $844 million, or $2.10 per diluted share, down from $1,099 million in 2010. The filing states that the San Bruno pipeline accident of September 9, 2010 and the related investigations remain the dominant issue for the company. The filing says the Utility believes it is probable the CPUC will impose penalties of at least $200 million and has accrued that amount as of December 31, 2011. The Utility has recorded a cumulative $375 million charge for third-party claims related to the accident and estimates it is reasonably possible it may incur up to an additional $225 million, for a total possible loss of $600 million. Penalties in excess of the accrual are described as unestimable and potentially material. The CPSD also issued a citation with a penalty of approximately $17 million on January 27, 2012. The company faces a criminal investigation by federal and state authorities, and it forecasts 2012 natural gas pipeline costs of $450 million to $550 million that may not be recoverable through rates. The filing also reports that PG&E Corporation's common dividend is expected to remain at $1.82 per share in 2012, subject to the outcome of the natural gas matters. The CPUC-authorized capital structure of 52% common equity is in effect through 2012, and the Utility's next cost of capital application is due in April 2012. S&P downgraded PG&E Corporation's and the Utility's corporate and senior unsecured ratings in December 2011, though both remain investment grade.
Feb 16, 2012
2010
PG&E Annual Report, Year Ended Dec 31, 2010
PG&E Corporation and Pacific Gas and Electric Company filed this combined Form 10-K for the fiscal year ended December 31, 2010. PG&E Corporation reported 2010 operating revenues of $13.84 billion and income available for common shareholders of $1.10 billion, or $2.82 per diluted share, down from $1.22 billion ($3.20 per diluted share) in 2009. The results absorbed $168 million after-tax of charges for the September 9, 2010 San Bruno pipeline accident, which the filing describes as killing eight people and destroying at least 34 houses. The Utility recorded a $220 million provision for estimated third-party claims and says it may incur as much as $400 million for such claims, against liability insurance of approximately $992 million above a $10 million deductible; no insurance recoveries had been recorded at year-end. Beyond San Bruno, the filing highlights several open regulatory matters. The NTSB and CPUC are investigating the accident, and the CPUC opened a formal investigation of a 2008 Rancho Cordova gas explosion, stating that it is likely to impose penalties. The Utility's 2011 General Rate Case settlement, which would increase 2011 revenue requirements by $395 million, remains pending before the CPUC. The filing also reports a Utility Diablo Canyon cooling-water issue that could require cooling towers costing as much as $4.5 billion, and a SmartMeter program with a $2.3 billion cost cap and a $36 million provision for costs expected to exceed it. Financially, the Utility had approximately $45.7 billion in assets and 2010 capital expenditures of $3.8 billion, with 2011 capital expenditures expected at about $3.7 billion. The Utility's dividend-restriction disclosures note $9.7 billion of its net assets are restricted from transfer to PG&E Corporation, and the company's quarterly common dividend was $0.455 per share.
Feb 17, 2011
2009
PG&E Annual Report, Year Ended Dec 31, 2009
PG&E Corporation, a holding company incorporated in California in 1995, conducts its business principally through Pacific Gas and Electric Company (the Utility), a public utility operating in northern and central California. At December 31, 2009 the Utility served approximately 5.1 million electricity distribution customers and 4.3 million natural gas distribution customers, had approximately $42.7 billion in assets, and generated revenues of $13.4 billion in 2009. PG&E Corporation reported diluted earnings per common share of $3.20 for 2009, compared with $3.63 for 2008, and income available for common shareholders of $1,220 million. The filing attributes the decline mainly to $257 million of 2008 tax-audit settlement income and $59 million after tax of costs for accelerated natural gas leak surveys, partly offset by a $91 million after-tax increase from the Utility's return on equity and a $66 million tax benefit. The Utility is regulated primarily by the California Public Utilities Commission and the Federal Energy Regulatory Commission, with the Nuclear Regulatory Commission overseeing its Diablo Canyon nuclear units. Key pending matters include the 2011 General Rate Case application, filed December 21, 2009, which requests a proposed 2011 revenue increase of $1.1 billion (6.4%) above the 2010 forecast, a 2011 Gas Transmission and Storage rate case, and the Diablo Canyon license renewal application filed in November 2009. Capital expenditures were $3.9 billion in 2009, with more than $4.0 billion expected in 2010, and the Utility's weighted average rate base was $19.8 billion in 2009. The filing also highlights significant environmental and regulatory exposures, including estimated climate-related compliance costs of approximately $1 billion per year beginning in 2012 under the proposed California cap-and-trade program, an environmental remediation liability of $586 million, and uncertainty about cooling-water regulation at Diablo Canyon. Holders of record numbered 81,642 as of February 16, 2010.
Feb 19, 2010
2008
PG&E Annual Report, Year Ended Dec 31, 2008
PG&E Corporation (filed as PG&E Corporation) is a holding company whose primary purpose is to hold interests in energy-based businesses. It conducts its business principally through Pacific Gas and Electric Company (the Utility), a public utility operating in northern and central California. At December 31, 2008, the Utility served approximately 5.1 million electricity distribution customers and 4.3 million natural gas distribution customers, had approximately $40.5 billion of assets, and generated revenues of approximately $14.6 billion in 2008. The Utility is regulated primarily by the California Public Utilities Commission and the Federal Energy Regulatory Commission. PG&E Corporation reported 2008 net income of $1,338 million, or $3.63 diluted earnings per share, compared with $1,006 million, or $2.78 per share, in 2007. The filing attributes the increase primarily to a settlement of federal tax audits for 2001 through 2004 that increased net income by $257 million, of which about $154 million was reported as discontinued operations related to former subsidiary NEGT. Income from continuing operations was $1,184 million. Operating expenses rose, and the filing cites higher costs for storm-related outages, natural gas system maintenance, and the extended Diablo Canyon steam generator outage. Looking ahead, the filing identifies significant capital needs: the Utility expects capital expenditures of about $3.6 billion in 2009 and an average of $3.5 to $4.0 billion per year over the next three years, and plans to issue $3.5 billion to $4.5 billion of long-term debt through 2011 while PG&E Corporation plans equity contributions of $1.2 billion to $1.8 billion to the Utility through 2011. Key risks cited include pending litigation by the California Attorney General and City and County of San Francisco seeking restitution of alleged improper transfers, the NRC and court proceedings over Diablo Canyon spent fuel storage, and uncertainty around CAISO market redesign (MRTU) and cost recovery.
Feb 24, 2009
2007
PG&E Annual Report, Year Ended Dec 31, 2007
PG&E Corporation, a California holding company, conducts its business principally through Pacific Gas and Electric Company (the Utility), a public utility operating in northern and central California. At December 31, 2007, the Utility served approximately 5.1 million electricity distribution customers and 4.3 million natural gas distribution customers, had approximately $36.3 billion of assets, and generated revenues of approximately $13.2 billion in 2007. PG&E Corporation reported 2007 net income of $1,006 million and diluted earnings per share of $2.78, compared with $2.76 in 2006. The filing attributes the increase mainly to positive regulatory outcomes, partly offset by events that boosted 2006 earnings but did not recur in 2007. The Utility's regulatory position is central to investor outcomes. The CPUC's March 2007 General Rate Case decision set a $4.9 billion annual revenue requirement for 2007 through 2010, and the CPUC kept the Utility's authorized return on equity at 11.35% with a 52% common equity component for 2008. The Utility expects capital expenditures of approximately $3.4 billion annually over the next four years, and PG&E Corporation anticipates contributing $2 billion to $2.5 billion of additional equity to the Utility over that period. Key risks disclosed include the outcome of the CAISO's MRTU market redesign, a possible CPUC decision on direct access and resource adequacy, Diablo Canyon operating and spent fuel storage issues, environmental remediation liabilities of approximately $528 million (potentially up to $834 million), and a lawsuit by the California Attorney General and the City and County of San Francisco seeking restitution of approximately $5 billion plus penalties. The filing is a combined annual report for PG&E Corporation and the Utility. Most financial statements, MD&A and risk disclosures are incorporated by reference from the 2007 Annual Report (Exhibit 13), and the Utility's dividend, debt and credit facility arrangements are described there. The company declared a quarterly dividend of $0.39 per share on February 20, 2008, up from $0.36.
Feb 22, 2008
2006
PG&E Annual Report, Year Ended Dec 31, 2006
PG&E Corporation is a holding company whose primary purpose is to hold interests in energy-based businesses, conducting its business principally through Pacific Gas and Electric Company (the Utility), a public utility operating in northern and central California. The Utility served approximately 5.1 million electricity distribution customers and approximately 4.2 million natural gas distribution customers at December 31, 2006, had approximately $34.4 billion of assets, and generated revenues of approximately $12.5 billion in 2006. Net income for PG&E Corporation rose to $991 million in 2006 from $917 million in 2005, and diluted earnings per share were $2.76 compared to $2.37 in 2005. The filing attributes the increase mainly to FERC approval of recovery of scheduling coordinator costs, higher gas transmission revenues, fewer litigation settlements, and a lower share count after the November 2005 repurchase, partly offset by a carrying cost credit on the second series of energy recovery bonds. Key near-term items for investors include the 2007 General Rate Case, where an administrative law judge's proposed decision recommends modifications to a settlement that would set revenue requirements for 2007-2010, and an alternate proposed decision recommends approving the settlement; the revenue increase is $213 million under the settlement versus $170 million under the proposed decision. The Utility also faces a pending FERC transmission rate case, a 2008 cost of capital application due May 8, 2007, and a required March 15, 2007 gas transmission and storage rate filing. The company reports an undiscounted environmental remediation liability of approximately $511 million, a $295 million chromium settlement paid in 2006, and a pending California Attorney General and City and County of San Francisco complaint seeking restitution of about $5 billion and a penalty of not less than $500 million, which the company believes lacks merit. The Utility's CPUC-authorized capital structure is 52% equity, with an 11.35% return on equity for 2006 and 2007. The Utility expects capital expenditures of approximately $2.8 billion or greater in 2007, up from $2.4 billion in 2006, driven by advanced metering infrastructure and new generation projects, and anticipates issuing about $1.35 billion of long-term debt in 2007.
Feb 22, 2007
2005
PG&E Annual Report, Year Ended Dec 31, 2005
PG&E Corporation, an energy-based holding company, conducts its business principally through Pacific Gas and Electric Company (the Utility), a public utility serving approximately 5 million electricity distribution customers and approximately 4.2 million natural gas distribution customers in northern and central California. At December 31, 2005, the Utility had approximately $33.8 billion of assets and generated revenues of approximately $11.7 billion in 2005. PG&E Corporation reported net income of $917 million for 2005, down from $4,504 million in 2004, which included a $684 million gain on disposal of NEGT and the 2004 recognition of regulatory assets under the Settlement Agreement. The Utility emerged from Chapter 11 on April 12, 2004, and an appeal of the bankruptcy court confirmation order remains pending at the Ninth Circuit. Key 2005 capital actions included two Energy Recovery Bond issuances totaling about $2.7 billion, approximately $2.2 billion of accelerated share repurchases by PG&E Corporation, and an increase in the annual dividend target to $1.32 per share. The Utility's capital expenditures are expected to average approximately $2.5 billion annually over the next five years. The company recorded a $314 million reserve for the Chromium Litigation after reaching a $295 million settlement with approximately 1,100 plaintiffs. Significant uncertainties include the CPUC investigation into the Utility's billing and collection practices, where the CPSD recommends a refund of $117 million plus fines of $6.75 million, and the California Attorney General and City and County of San Francisco lawsuits seeking restitution claims that the company describes as without merit. The Utility's 2007 General Rate Case application requests increases in distribution revenue requirements of $481 million for electric and $114 million for gas.
Feb 17, 2006
2004
PG&E Annual Report, Year Ended Dec 31, 2004
PG&E Corporation and Pacific Gas and Electric Company filed a combined 2004 annual report on Form 10-K. The Utility emerged from its Chapter 11 proceeding on April 12, 2004, after recognizing a $3.7 billion pre-tax Settlement Regulatory Asset and $1.2 billion of retained generation regulatory assets, producing a one-time after-tax gain of about $2.9 billion. PG&E Corporation reported 2004 net income of $4.504 billion, including a $684 million gain on the disposal of NEGT after its equity interest was cancelled on October 29, 2004. The Utility served approximately 4.9 million electricity and 4.1 million natural gas distribution customers and had about $34.3 billion of assets at year-end. The filing highlights the Utility's return to cost-of-service ratemaking, a CPUC-authorized 11.22% return on equity, and a 52% equity ratio target. In February 2005, PG&E Energy Recovery Funding LLC issued about $1.9 billion of energy recovery bonds to refinance the Settlement Regulatory Asset, and the Boards declared dividends and authorized share repurchases of up to $1.05 billion at PG&E Corporation. Key risks include pending appeals of the bankruptcy confirmation order and the CPUC's approval of the Settlement Agreement, the California FERC refund proceeding seeking up to $8.9 billion, Diablo Canyon spent fuel storage constraints, a 14-suit chromium litigation with a $160 million reserve, and California Attorney General and City and County of San Francisco complaints. Leadership changes took effect January 1, 2005, when Peter A. Darbee became President and Chief Executive Officer of PG&E Corporation and Christopher P. Johns became Senior Vice President and Chief Financial Officer.
Feb 18, 2005
2003
PG&E Annual Report, Year Ended Dec 31, 2003
PG&E Corporation and Pacific Gas and Electric Company filed a combined Form 10-K for fiscal year 2003 on February 19, 2004. The Utility remains in Chapter 11 (filed April 6, 2001). On December 19, 2003 the CPUC, PG&E Corporation and the Utility entered a Settlement Agreement, and on December 22, 2003 the bankruptcy court confirmed a Plan of Reorganization incorporating it. The Plan provides for payment in full of allowed creditor claims (about $12.3 billion at December 31, 2003), funded by a planned public offering of about $7.4 billion of long-term debt, cash on hand and credit facility draws, with the Utility targeting an April 2004 debt sale and emergence as an investment grade entity. Key settlement economics include a $2.21 billion after-tax regulatory asset, a further roughly $800 million after-tax regulatory asset tied to generation rate base, a minimum 11.22% authorized return on equity, and an authorized equity ratio of no less than 52% after 2005. Recognition of these assets is expected to add about $3.0 billion to net income in the year recorded, but the Utility has not yet met the accounting probability standard and there is no assurance the settlement or plan will become effective. PG&E Corporation reported 2003 net income of $420 million (EPS $1.06 diluted) versus a net loss of $874 million in 2002, with NEGT now accounted for as discontinued operations under the cost method after its July 2003 Chapter 11 filing. Pending risks include CPUC rehearing applications, appeals of the confirmation order to the District Court, a proposed electricity rate reduction of $799 million, and litigation including a NEGT tax-sharing complaint seeking at least $414 million and California Attorney General and City and County of San Francisco claims seeking restitution of about $5 billion.
Feb 19, 2004
2002-A3
PG&E Annual Report (Amendment), Year Ended Dec 31, 2002
PG&E Corporation and Pacific Gas and Electric Company filed Amendment No. 3 to their joint 2002 Annual Report on Form 10-K/A to revise Note 6 of the consolidated financial statements. The revision reduced 2002 operating revenues in the PG&E NEG discontinued operations table from $1,289 million to $822 million, and cost of commodity sales and fuel from $993 million to $526 million, due to a misclassification of offsetting items. The filing states this did not change the Consolidated Statements of Operations, Balance Sheets, or Cash Flows. The amendment also corrects sections on utility operations, cash flows, results of operations, market risk, and notes 1 and 6. The substantive content of the 2002 report is severe financial distress. PG&E NEG is in default on recourse debt and guaranteed equity commitments of about $2.9 billion, and another $2.5 billion of non-recourse subsidiary debt is in default. PG&E NEG recorded pre-tax charges of about $3.9 billion in 2002 and expects substantial additional charges in 2003. The filing states PG&E NEG may be forced into bankruptcy if restructuring is not reached, and that PG&E Corporation does not expect NEG's liquidity constraints to affect its own or the Utility's financial condition. The Utility remains in Chapter 11 (filed April 6, 2001), with a Utility Plan and a competing CPUC/OCC Plan before the Bankruptcy Court. PG&E Corporation reported a 2002 net loss of $874 million, compared with net income of $1,099 million in 2001. The auditor's report includes a going-concern explanatory paragraph for both PG&E Corporation and the Utility. Management states the Utility believes cash and equivalents of $3.3 billion at year-end 2002 will provide liquidity through 2003.
Jun 30, 2003
2002-A2
PG&E Annual Report (Amendment), Year Ended Dec 31, 2002
This Amendment No. 2 on Form 10-K/A is a joint filing by PG&E Corporation and Pacific Gas and Electric Company that amends their annual report for the fiscal year ended December 31, 2002. Its stated purpose is to add Exhibits 10.47, 10.47.1, 10.47.2, and 10.47.3 to Part IV, Item 15, which were omitted from the original report filed February 27, 2003, as amended by Amendment No. 1 filed March 6, 2003. The new exhibits are the PG&E National Energy Group, Inc. Management Retention/Performance Award Program and retention award letters dated September 9, 2002 to Thomas B. King, P. Chrisman Iribe, and Lyn E. Maddox. The filing states that no other changes have been made and that it does not update any disclosures for developments after the original filing date. The annual report's financial statements, selected financial data, and Management's Discussion and Analysis are incorporated by reference from the 2002 Annual Report to Shareholders, as set out in Exhibit 13 in Amendment No. 1, rather than reproduced in this filing. The exhibit index points to financing and restructuring agreements tied to PG&E National Energy Group, Inc., including the Second Amended and Restated Credit Agreement of October 18, 2002 with Lehman Commercial Paper Inc. as administrative agent, GenHoldings I waiver and amendment agreements from September 2002 through January 2003, and December 4, 2002 restructuring agreements for La Paloma and Lake Road. It also references the Gas Accord II Settlement Agreement approved by the California Public Utilities Commission on August 22, 2002. The cover page reports an aggregate market value of $6,559 million for PG&E Corporation common stock held by non-affiliates as of June 28, 2002, and 407,576,505 common shares outstanding as of February 1, 2003. Pacific Gas and Electric Company is wholly owned by PG&E Corporation. Officer certifications under the Sarbanes-Oxley Act are dated March 11, 2003.
Mar 12, 2003
2002-A
PG&E Annual Report (Amendment), Year Ended Dec 31, 2002
PG&E Corporation and Pacific Gas and Electric Company filed Amendment No. 1 on Form 10-K/A for fiscal 2002 to correct typographical and tabulation errors in Item 1, Item 7, Item 8 and Notes 1, 3, 11, 12, 15 and 16, with an amended Exhibit 13 (the 2002 Annual Report sections). The companies state the changes are not material to financial condition, results of operations or cash flows, and that no other disclosures were updated since the original February 27, 2003 filing. The filing's central story is financial distress. The Utility has been a debtor-in-possession under Chapter 11 since April 6, 2001. Two competing reorganization plans are before the Bankruptcy Court: the Utility Plan, which PG&E backs and which would pay allowed creditor claims in full with interest, and the CPUC/OCC Plan, which PG&E says is neither credible nor confirmable. PG&E NEG is in default on recourse debt and guaranteed equity commitments of about $2.9 billion, with another $2.5 billion of non-recourse subsidiary debt in default. PG&E NEG recorded pre-tax charges of about $3.9 billion in 2002 and expects further substantial charges in 2003. The filing states that PG&E Corporation does not expect PG&E NEG's liquidity constraints to affect its own financial condition or the Utility's. The filing also covers significant contingent exposures, including pending CPUC and FERC proceedings on undercollected power costs, the Attorney General and San Francisco lawsuits over holding-company conditions, the chromium litigation, and the Federal Filed Rate Case against the CPUC Commissioners. Management says it cannot predict the outcome of most of these matters.
Mar 6, 2003
2002
PG&E Annual Report, Year Ended Dec 31, 2002
PG&E Corporation and Pacific Gas and Electric Company filed a combined annual report on Form 10-K for fiscal year 2002. The report is dominated by the Utility's Chapter 11 bankruptcy, filed April 6, 2001, and by a severe liquidity crisis at PG&E National Energy Group, Inc. (PG&E NEG). The Utility Plan proposes restructuring the Utility into a retail distribution company, with generation, electric transmission and gas transmission moved to three new LLCs, and claims would be paid in full with interest. A competing CPUC/OCC Plan would keep all operations under CPUC regulation. The Bankruptcy Court's confirmation hearings were scheduled through March 2003, and the filing states that it cannot predict which plan, if any, will be confirmed. PG&E NEG is in default under recourse debt and guaranteed equity commitments of approximately $2.9 billion, and other subsidiaries are in default on approximately $2.5 billion of non-recourse debt. For 2002, PG&E Corporation reported a net loss of $874 million, compared with net income of $1,099 million in 2001. The company recorded pre-tax charges of approximately $3.9 billion at PG&E NEG, including impairments and a $1.1 billion loss on the planned sale of USGen New England. The filing states that PG&E NEG may be forced into bankruptcy and that PG&E Corporation does not expect these liquidity constraints to affect its own financial condition or the Utility's. The filing's auditor, Deloitte & Touche LLP, includes a going-concern explanatory paragraph for both PG&E Corporation and the Utility, citing the Utility's bankruptcy and PG&E NEG's defaults. The Utility also faces significant contingent exposures, including FERC refund proceedings in which the State of California seeks up to $8.9 billion, a pending CPUC review of procurement costs, and numerous lawsuits. The Utility reported $3.3 billion in cash and cash equivalents at December 31, 2002.
Feb 27, 2003
2000-A
PG&E Annual Report (Amendment), Year Ended Dec 31, 2000
PG&E Corporation and Pacific Gas and Electric Company filed Amendment No. 1 to their joint Form 10-K for fiscal 2000 to restate PG&E Corporation's consolidated financial statements for 1999 and 2000. The restatement consolidates the assets and liabilities of certain leases tied to power plant projects and turbine acquisitions at PG&E National Energy Group, Inc. (NEG), which had been treated as off-balance-sheet synthetic leases. As restated, PG&E Corporation reported total assets of $36.2 billion at December 31, 2000, of which the Utility had $22 billion, and 2000 operating revenues of $26.2 billion. Operating revenues were $9.6 billion for the Utility. The bulk of the filing concerns the California energy crisis. The Utility's undercollected wholesale power purchase costs reached $6.6 billion at December 31, 2000. PG&E Corporation and the Utility recorded a fourth-quarter 2000 charge of $6.9 billion ($4.1 billion after tax) to write off generation-related regulatory assets and undercollected purchased power costs. The filing reports a 2000 net loss of $3,364 million for PG&E Corporation, against a 1999 net loss of $73 million. The filing also discloses that, as of March 29, 2001, the Utility was in default or had not paid amounts totaling over $4 billion, that its credit ratings had fallen below investment grade, and that it filed a voluntary Chapter 11 petition on April 6, 2001. The Utility retains control of its assets as a debtor in possession. PG&E Corporation refinanced its parent-level obligations on March 2, 2001, with $1 billion in term loans. The loans restrict dividends and share repurchases, and the filing states that PG&E Corporation believes its holding company and non-CPUC-regulated subsidiaries are protected from the Utility's bankruptcy. The filing also details a Utility lawsuit against the CPUC in federal court and the CPUC's regulatory actions, including a March 27, 2001 decision that adopted accounting changes the Utility considers illegal.
Mar 5, 2002
2001
PG&E Annual Report, Year Ended Dec 31, 2001
PG&E Corporation, an energy-based holding company, filed its 2001 annual report on Form 10-K on March 5, 2002, with its subsidiary Pacific Gas and Electric Company (the Utility), which has been operating as a debtor-in-possession under Chapter 11 since April 6, 2001. The Utility's wholesale power costs during the California energy crisis far exceeded the frozen retail rates it could collect. The Utility's under-collected power purchase costs reached $6.6 billion at December 31, 2000, and the company wrote off $6.9 billion of generation-related regulatory assets and under-collected purchased power costs in 2000. The filing reports 2001 net income of $1,099 million for PG&E Corporation, compared with a net loss of $3,364 million in 2000, with substantially all of the change attributable to the Utility. The central investor issue is the proposed plan of reorganization, filed September 20, 2001 and amended twice. The plan would split the Utility into a retail distribution company and federally regulated transmission, gas transmission and generation entities, and would pay all valid claims in full with interest. A competing alternative plan from the California Public Utilities Commission was submitted as a term sheet on February 13, 2002. Confirmation depends on bankruptcy court and regulatory approvals that the company says it cannot predict. The Utility reports $4.3 billion in cash and states that cash and operations will provide liquidity through 2002. Liabilities subject to compromise total $11.4 billion. PG&E Corporation also faces significant litigation, including California Attorney General and San Francisco complaints alleging violations of holding company conditions, and a federal securities class action. For investors, the filing shows a parent company whose 2001 results depend heavily on the Utility's recovery of wholesale costs. PG&E Corporation's term loans restrict dividends, and no dividends were declared in 2001. The company's ultimate equity value depends on how the bankruptcy and regulatory outcomes are resolved.
Mar 5, 2002
2000
PG&E Annual Report, Year Ended Dec 31, 2000
PG&E Corporation's 10-K for fiscal 2000 reports that its utility subsidiary, Pacific Gas and Electric Company, filed a voluntary Chapter 11 bankruptcy petition on April 6, 2001, and that the California energy crisis drove a severe deterioration in liquidity. Wholesale power costs rose sharply beginning in June 2000, averaging 18.16 cents per kWh for June through December 2000 versus 4.23 cents in the same period of 1999, while the utility's frozen rates recovered only about 5.4 cents per kWh. The undercollected power purchase balance reached $6.6 billion at December 31, 2000, and the company took a fourth-quarter 2000 charge of $6.9 billion ($4.1 billion after tax) to write off generation-related regulatory assets and undercollected purchased power costs. The consolidated net loss was $3,364 million for 2000, compared with a net loss of $73 million in 1999, and the utility's accumulated deficit reached $2.0 billion. The filing states that the utility is in default or has not paid amounts due under bank agreements, commercial paper, and payments to the California Power Exchange, the ISO, qualifying facilities, and energy service providers totaling over $4 billion as of March 29, 2001, against cash on hand of $2.6 billion. The utility's credit ratings were cut to below investment grade in January 2001, and dividends on common and preferred stock were suspended. PG&E Corporation itself refinanced its defaulted obligations on March 2, 2001 with $1 billion in term loans secured by a pledge of its National Energy Group subsidiary, and it states that it believes its holding company and non-CPUC regulated subsidiaries are protected from the utility's bankruptcy. Investors face significant uncertainty about any reorganization plan and about future recovery of the utility's costs.
Apr 17, 2001
1999
PG&E Annual Report, Year Ended Dec 31, 1999
PG&E Corporation reported a 1999 net loss of $73 million, or $0.20 per share, compared with net income of $719 million, or $1.88 per share, in 1998. The decline is principally attributed to an approximately $890 million after-tax write-down of its Texas natural gas business (PG&E Gas Transmission, Texas), which is being sold to El Paso Field Services Company, and a $58 million after-tax charge for the discontinued PG&E Energy Services operations. Partly offsetting these charges, the Utility's income rose to $763 million available for common stock from $702 million, primarily due to the February 17, 2000 final decision in the 1999 General Rate Case, which increased electric distribution revenues by $163 million and gas distribution revenues by $93 million retroactive to January 1, 1999 (a $153 million, or $0.42 per share, earnings benefit recorded in the fourth quarter). The central investor issue is the end of California's electric rate freeze and transition period. The filing states that the Utility is at risk of recovering remaining generation costs through market-based revenues after the transition period, which ends by December 31, 2001 at the latest. Valuation of the Utility's hydroelectric assets through a proposed CPUC-approved auction, with a final CPUC decision on the proposal due by October 19, 2000, could either shorten the transition period or, if valued below book, produce a material charge to earnings. The CPUC also ordered Diablo Canyon to be priced at prevailing market rates after the transition period and required future benefit sharing with ratepayers. The company's common stock dividend remained at $1.20 per share annualized, and the filing notes that certain hydroelectric valuation methods could necessitate a waiver of the CPUC's authorized capital structure to maintain that dividend. Total assets were $29.7 billion at December 31, 1999, and operating revenues were $20.8 billion. The Utility generated $9.2 billion in operating revenues. Management also disclosed pending litigation, including Aguayo chromium claims involving approximately 900 plaintiffs with a trial date of November 17, 2000, and Texas franchise fee litigation for which a $12.2 million class settlement was under negotiation, and it reported a $271 million accrued environmental remediation liability.
Mar 8, 2000