Item 16. FORM 10-K SUMMARY
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Item 16. FORM 10-K SUMMARY
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this Annual Report on Form 10-K for the year ended December 31, 2018 to be signed on their behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.
| 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, Energy Supply and Policy | February 28, 2019 | ||||
| Steven E. Malnight | (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 |
| * | ANNE SHEN SMITH | Director | February 28, 2019 | ||
| Anne Shen Smith |
| *By: | February 28, 2019 | ||||
| Janet C. Loduca, Attorney-in-Fact |
PG&E CORPORATION
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF PARENT
CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| Years Ended December 31, | |||||||||||
| (in millions, except per share amounts) | 2018 | 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 | ) | 1,667 | 1,388 | |||||||
| Income before income taxes | (6,848 | ) | 1,719 | 1,378 | |||||||
| Income tax provision (benefit) | 3 | 73 | (15 | ) | |||||||
| Net income | $ | (6,851 | ) | $ | 1,646 | $ | 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 | ) | $ | 1,647 | $ | 1,391 | ||||
| Weighted Average Common Shares Outstanding, Basic | 517 | 512 | 499 | ||||||||
| Weighted Average Common Shares Outstanding, Diluted | 517 | 513 | 501 | ||||||||
| Net earnings per common share, basic | $ | (13.25 | ) | $ | 3.21 | $ | 2.79 | ||||
| Net earnings per common share, diluted | $ | (13.25 | ) | $ | 3.21 | $ | 2.78 |
PG&E CORPORATION
SCHEDULE I — CONDENSED FINANCIAL INFORMATION OF PARENT – (Continued)
CONDENSED BALANCE SHEETS
| Balance at December 31, | |||||||
| (in millions) | 2018 | 2017 | |||||
| ASSETS | |||||||
| Current Assets | |||||||
| Cash and cash equivalents | $ | 373 | $ | 2 | |||
| Advances to affiliates | 44 | 24 | |||||
| Income taxes receivable | 18 | 27 | |||||
| Total current assets | 435 | 53 | |||||
| Noncurrent Assets | |||||||
| Equipment | 2 | 3 | |||||
| Accumulated depreciation | (2 | ) | (3 | ) | |||
| Net equipment | — | — | |||||
| Investments in subsidiaries | 12,722 | 19,514 | |||||
| Other investments | 162 | 144 | |||||
| Intercompany receivable | — | 72 | |||||
| Deferred income taxes | 187 | 123 | |||||
| Total noncurrent assets | 13,071 | 19,853 | |||||
| Total Assets | $ | 13,506 | $ | 19,906 | |||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | |||||||
| Current Liabilities | |||||||
| Short-term borrowings | 300 | 132 | |||||
| Long-term debt, classified as current | 350 | — | |||||
| Accounts payable – other | 16 | 6 | |||||
| Other | 17 | 23 | |||||
| Total current liabilities | 683 | 161 | |||||
| Noncurrent Liabilities | |||||||
| Long-term debt | — | 350 | |||||
| Other | 172 | 175 | |||||
| Total noncurrent liabilities | 172 | 525 | |||||
| Common Shareholders’ Equity | |||||||
| Common stock | 12,910 | 12,632 | |||||
| Reinvested earnings | (250 | ) | 6,596 | ||||
| Accumulated other comprehensive income (loss) | (9 | ) | (8 | ) | |||
| Total common shareholders’ equity | 12,651 | 19,220 | |||||
| Total Liabilities and Shareholders’ Equity | $ | 13,506 | $ | 19,906 |
PG&E CORPORATION
SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT – (Continued)
CONDENSED STATEMENTS OF CASH FLOWS
(in millions)
| Year ended December 31, | |||||||||||
| 2018 | 2017 | 2016 | |||||||||
| Cash Flows from Operating Activities: | |||||||||||
| 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: | |||||||||||
| 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 | ||||||||
(1) Because of its nature as a holding company, PG&E Corporation classifies dividends received from subsidiaries as an investing cash flow. On December 20, 2017, the Board of Directors of the Utility suspended quarterly cash dividends on the Utility's common stock, beginning the fourth quarter of 2017.
(2) On December 20, 2017, the Board of Directors of PG&E Corporation suspended quarterly cash dividends on PG&E Corporation's common stock, beginning the fourth quarter of 2017. In July and October of 2017, respectively, PG&E Corporation paid quarterly common stock dividends of $0.53 per share. In July and October of 2016 and January and April of 2017, respectively, PG&E Corporation paid quarterly common stock dividends of $0.49 per share. In January and April of 2016, respectively, PG&E Corporation paid quarterly common stock dividends of $0.455 per share.
PG&E Corporation
SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2018, 2017, and 2016
| (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 |
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”
(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.
Pacific Gas and Electric Company
SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2018, 2017, and 2016
| (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 |
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”
(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.
Previous: Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES