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Cover and table of contents
10-K 1 form10k.htm FORM 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (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, 2017 | |
| ☐ | 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) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| 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% |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
| PG&E Corporation | Yes ☐ No ☑ |
|---|---|
| Pacific Gas and Electric Company | Yes ☐ No ☑ |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
| PG&E Corporation | Yes ☐ No ☑ |
|---|---|
| Pacific Gas and Electric Company | Yes ☐ No ☑ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| PG&E Corporation | Yes ☑ No ☐ |
|---|---|
| Pacific Gas and Electric Company | Yes ☑ No ☐ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
| PG&E Corporation | Yes ☑ No ☐ |
|---|---|
| Pacific Gas and Electric Company | Yes ☑ No ☐ |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:
| PG&E Corporation | ☑ |
|---|---|
| Pacific Gas and Electric Company | ☑ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| 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 ☐ | |
| Emerging growth company ☐ | Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| PG&E Corporation | ☐ |
|---|---|
| Pacific Gas and Electric Company | ☐ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
| PG&E Corporation | Yes ☐ No ☑ |
|---|---|
| Pacific Gas and Electric Company | Yes ☐ No ☑ |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2017, the last business day of the most recently completed second fiscal quarter:
| PG&E Corporation common stock | $33,956 million |
|---|---|
| Pacific Gas and Electric Company common stock | Wholly owned by PG&E Corporation |
| Common Stock outstanding as of February 1, 2018: |
|---|
| PG&E Corporation: | 514,969,045 shares |
|---|---|
| Pacific Gas and Electric Company: | 264,374,809 shares (wholly owned by PG&E Corporation) |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved:
| Designated portions of the Joint Proxy Statement relating to the 2018 Annual Meetings of Shareholders | Part III (Items 10, 11, 12, 13 and 14) |
|---|
Contents
Regulatory and Enforcement Environment
Natural Gas Utility Operations
ITEM 1B. UNRESOLVED STAFF COMMENTS
ITEM 4. MINE SAFETY DISCLOSURES
EXECUTIVE OFFICERS OF THE REGISTRANTS
ITEM 6. SELECTED FINANCIAL DATA
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
LIQUIDITY AND FINANCIAL RESOURCES
ENFORCEMENT AND LITIGATION MATTERS
LEGISLATIVE AND REGULATORY INITIATIVES
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF EQUITY
Pacific Gas and Electric Company
CONSOLIDATED STATEMENTS OF INCOME
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
CONSOLIDATED STATEMENTS OF CASH FLOWS
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS
NOTE 5: COMMON STOCK AND SHARE-BASED COMPENSATION
NOTE 10: FAIR VALUE MEASUREMENTS
NOTE 11: EMPLOYEE BENEFIT PLANS
NOTE 12: RELATED PARTY AGREEMENTS AND TRANSACTIONS
NOTE 13: CONTINGENCIES AND COMMITMENTS
QUARTERLY CONSOLIDATED FINANCIAL DATA (UNAUDITED)
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ITEM 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
ITEM 9A. Controls and Procedures
ITEM 10. Directors, Executive Officers and Corporate Governance
ITEM 11. Executive Compensation
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
ITEM 14. Principal Accountant Fees and Services
ITEM 15. Exhibits and Financial Statement Schedules
UNITS OF MEASUREMENT
| 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-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 |
GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
| 2017 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, 2017 |
|---|---|
| AB | Assembly Bill |
| AFUDC | allowance for funds used during construction |
| ARO | asset retirement obligation |
| ASU | accounting standard update issued by the FASB (see below) |
| CAISO | California Independent System Operator |
| California Water Board | California State Water Resources Control Board |
| 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 |
| CO2 | carbon dioxide |
| CPUC | California Public Utilities Commission |
| CRRs | congestion revenue rights |
| DER | distributed energy resources |
| DIDF | Distribution Investment Deferral Framework |
| Diablo Canyon | Diablo Canyon nuclear power plant |
| DOE | U.S. Department of Energy |
| DOGGR | Division of Oil, Gas and Geothermal Resources |
| DOI | U.S. Department of the Interior |
| DRP | electric distribution resources 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 |
| 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 |
| NAV | net asset value |
| NDCTP | Nuclear Decommissioning Cost Triennial Proceeding |
| 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 |
|---|---|
| ORA | Office of Ratepayer Advocates |
| PCIA | Power Charge Indifference Adjustment |
| PD | proposed decision |
| PFM | petition for modification |
| PHMSA | Pipeline and Hazardous Materials Safety Administration |
| PSEP | pipeline safety enhancement plan |
| QF | qualifying facility |
| RAMP | Risk Assessment Mitigation Phase |
| REITS | real estate investment trust |
| ROE | return on equity |
| 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 |
| VIE(s) | variable interest entity(ies) |
| WEMA | Wildfire Expense Memorandum Account |
| Westinghouse | Westinghouse Electric Company, LLC |
PART I