PG&E Corp 8-K/A, filed May 4, 2020
PG&E Corp (PCG)
8-K/A
2020-05-04
For: 2020-05-01
View Original
Added on
April 03, 2026
About this 8-K/A
PG&E Corp filed this 8-K/A on May 4, 2020, reporting on events of May 1, 2020.
Items reported
- Item 2.02: Financial results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1 )
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 1, 2020
(Date of earliest event reported)
|
Commission File Number
|
Exact Name of Registrant
as specified in its charter
|
State or Other Jurisdiction of Incorporation or Organization
|
IRS Employer Identification Number
|
|||
|
|
|
|
|
|||
|
|
|
|
|
 |
 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Address of principal executive offices) (Zip Code)
|
(Address of principal executive offices) (Zip Code)
|
|
|
(
|
(
|
|
|
(Registrant’s telephone number, including area code)
|
(Registrant’s telephone number, including area code)
|
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
|
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange
on which registered
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this
chapter).
|
Emerging growth company
|
PG&E Corporation
|
|
|
Emerging growth company
|
Pacific Gas and Electric 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
|
☐
|
Explanatory Note
On May 1, 2020, PG&E Corporation and Pacific Gas and Electric Company (the “Utility”) filed a Current Report on Form 8-K dated April 29, 2020
(the “Original Form 8-K”) reporting, among other things, under Item 2.02 and Item 7.01 the issuance of a press release reporting their financial results for quarter ended March 31, 2020 and furnishing under Item 9.01 the press release as
Exhibit 99.1 to the Original Form 8-K. The press release attached as Exhibit 99.1 to the Original Form 8-K included in its Condensed Consolidated Statements of Income two columns with extraneous information, which were the third and fourth
columns. Contrary to the heading, the third column does not represent PG&E Corporation’s results of operations for the three months ended March 31, 2020 and should be disregarded for all purposes. The fourth column included a copy of the
information for the three months ended March 31, 2019. These third and fourth columns were inadvertently included in the Condensed Consolidated Statements of Income. This Current Report on Form 8-K/A is being filed for the purpose of amending
Item 9.01 of the Original Form 8-K to attach a revised press release which removes these extraneous third and fourth columns from the Condensed Consolidated Statements of Income. This Current Report on Form 8-K/A does not amend or modify the
Original Form 8-K in any other respect.
Item 2.02 Results of Operations and Financial Condition
On May 1, 2020, PG&E Corporation issued a press release reporting its financial results and the financial results of its subsidiary, Pacific Gas and Electric
Company (the “Utility”), for the quarter ended March 31, 2020. The press release is attached as Exhibit 99.1 (the “Exhibit”) to this report and is posted on PG&E Corporation’s website at http://investor.pgecorp.com.
The information included in Items 2.02, 7.01 and 9.01 of this Current Report on Form 8-K is being furnished, and shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933,
as amended (the “Securities Act”).
Item 7.01 Regulation FD Disclosure
Exhibits
The information included in the Exhibit to this report is incorporated by reference in response to this Item 7.01, is being “furnished” and shall not be deemed to be
“filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act.
Public Dissemination of Certain Information
PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings before the California Public Utilities Commission
(CPUC) and the Federal Energy Regulatory Commission (FERC) at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation
and the Utility also routinely post or provide direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “PG&E Progress,” “Chapter 11,” “Wildfire
Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material
information. The information contained on such website is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following Exhibit is being furnished, and is not deemed to be filed:
| Exhibit 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by
the undersigned thereunto duly authorized.
|
PG&E CORPORATION
|
||
|
Dated: May 4, 2020
|
By:
|
/s/ JASON P. WELLS
|
|
|
Name: Jason P. Wells
|
|
|
|
Title: Executive Vice President and Chief Financial Officer
|
|
|
PACIFIC GAS AND ELECTRIC COMPANY
|
||
|
|
|
|
|
Dated: May 4, 2020
|
By:
|
/s/ DAVID S. THOMASON
|
|
|
|
Name: David S. Thomason
|
|
|
|
Title: Vice President, Chief Financial Officer and Controller
|
Exhibit 99.1
|
Investor Relations Contact: 415.972.7080 | Media Inquiries Contact: 415.973.5930 | www.pgecorp.com
|
|
|
May 1, 2020
|
|
PG&E Corporation Reports First-Quarter 2020 Financial Results
| ● |
Recorded GAAP earnings were $0.57 per share for the first quarter of 2020, compared to earnings of $0.25 per share for the same period in 2019.
|
| ● |
Non-GAAP core earnings were $0.89 per share for the first quarter of 2020, compared to $1.04 per share for the same period in 2019.
|
SAN FRANCISCO — PG&E Corporation (NYSE:
PCG) recorded first-quarter 2020 income available for common shareholders of $371 million, or $0.57 per share, as reported in accordance with generally accepted accounting principles (GAAP). This compares with income available for common
shareholders of $136 million, or $0.25 per share, for the first quarter of 2019.
GAAP results include non-core items that management does not consider representative of ongoing earnings, which totaled $205 million after-tax, or
$0.32 per share, for the quarter. This was primarily driven by costs related to PG&E Corporation’s and Pacific Gas and Electric Company’s (Utility) reorganization cases under Chapter 11 of the U.S. Bankruptcy Code (Chapter 11).
PG&E continues to make substantial progress in those cases and remains on track for Bankruptcy Court confirmation of its Plan of Reorganization
(“Plan”) by June 30, 2020, allowing the company to participate in California’s new go-forward wildfire fund.
PG&E has previously reached settlements with all major groups of wildfire victims to be implemented pursuant to its Plan, valued at approximately
$25.5 billion at plan value. Voting by eligible parties is now underway, and ballot counting is expected to be complete by the third week of May.
“We have developed a Plan of Reorganization that has the support of a broad coalition of stakeholders, including the Governor’s Office. Our Plan
compensates wildfire victims fairly, resolves our liabilities, assumes the collective bargaining agreements with our labor unions and is energy-bill-neutral for our customers. It will protect our clean energy commitments and set us up to emerge
from Chapter 11 as a stronger and more sustainable utility,” said Bill Johnson, CEO and President of PG&E Corporation.
Johnson previously announced his decision to retire from the company effective June 30, 2020. PG&E Corporation has named William “Bill” Smith as
Interim CEO. Smith, who joined the Boards of Directors of PG&E Corporation and the Utility (the “Boards”) in 2019, will serve in this role from the time of Johnson’s departure through the appointment of a new CEO.
“I am quite proud of what PG&E and our 23,000 employees have achieved in the past year,” Johnson said. “We are close to emerging from bankruptcy.
We’ve stabilized our operations, made significant structural and governance improvements across the business, and continued our work to reduce the risk of wildfire in our communities. I look forward to working with Bill Smith on an orderly
transition in the near term. I have every confidence that PG&E will succeed and fulfill its mission to our customers for years to come.”
Chapter 11 Progress
In March, PG&E agreed to a series of commitments recommended by Governor Newsom’s office and California Public Utilities Commission (CPUC)
President Batjer regarding its governance, operations, and financial structure—all designed to further prioritize safety and expedite the company’s successful emergence from Chapter 11. The full list of recommendations is available here
<http://www.pgecorp.com/news/press_releases/Release_Archive2020/200320press_release.shtml>.
In other developments:
| ● |
The Utility received a proposed decision from the CPUC in its Plan of Reorganization OII, which affirms that the company’s Plan of Reorganization is compliant with Assembly
Bill 1054, and supports a waiver of the regulatory capital structure.
|
| ● |
PG&E Corporation and Pacific Gas and Electric Company have sent voting materials to approximately 250,000 parties entitled to vote on the Plan of Reorganization. Completed
ballots must be received by May 15, 2020 to be counted.
|
| ● |
The Utility resolved the criminal investigation in Butte County, by entering into a plea agreement, under which the Utility will plead guilty to 84 counts of involuntary
manslaughter and one count of unlawfully starting a fire stemming from the 2018 Camp Fire, as well as pay $4 million in associated fines and expenses.
|
Board Change Process
As previously disclosed, in connection with the Chapter 11 proceedings and the CPUC’s regulatory process, PG&E Corporation and the Utility
committed to a substantial change in the makeup of the Boards related to their emergence from Chapter 11. PG&E Corporation has determined that three of its current Directors will continue to serve on the Boards after emerging from Chapter 11.
They include:
| ● |
Cheryl F. Campbell (60), who brings 35 years of energy experience in midstream,
interstate pipelines and utilities. Campbell has served in a number of senior leadership roles overseeing operations and safety for energy companies including Xcel Energy, Inc., West Gas Interstate, and Coastal Corporation (El Paso
Corporation).
|
| ● |
William “Bill” L. Smith (62), who will serve as interim CEO, brings to his new role a
career of significant operational and transformation experience in large and heavily regulated, consumer-facing organizations. He will take over the role after
current President and CEO Bill Johnson retires on June 30, 2020. Smith is the retired President of AT&T Technology Operations at AT&T Services, Inc. and brings over 35 years of experience in the telecommunications industry
including overseeing operations, planning, engineering, construction, maintenance and a field workforce of more than 100,000 employees.
|
| ● |
John M. Woolard (54), the Chief Executive Officer of Meridian Energy, an energy
consulting and asset acquisition company, and a Senior Operating Partner at San Francisco-based Activate Capital. Woolard brings more than 20 years of experience as an executive in the energy technology sector, including as the former
President and Chief Executive Officer of BrightSource Energy and the Chief Executive Officer of Silicon Energy Corp.
|
Additionally, Andrew M. Vesey will remain Utility CEO and a Director on the Utility Board. The remaining Directors will step down from the Boards in
connection with the emergence of PG&E Corporation and the Utility from Chapter 11. Current Utility Board Chair and member of the Boards, Jeffrey L. Bleich, notified PG&E Corporation and the Utility of his decision to resign from the Boards,
effective May 1, 2020, to assume his new role as Chief Legal Officer at Cruise.
Wildfire Mitigation Update
To help combat the growing threat of wildfires, PG&E is executing its 2020 Wildfire Mitigation Plan to help further reduce the potential for
wildfires associated with its electrical equipment in high fire-threat areas. The 2020 Wildfire Mitigation Plan, which PG&E has submitted to the CPUC, builds off the significant work that was completed by the company in 2019.
Enhanced safety investments and actions the company is taking this year include:
| ● |
Agreed to additional external and independent oversight of our electric operations and wildfire mitigation work in addition to the ongoing oversight of the CPUC and the Federal
Monitor;
|
| ● |
Engaged a world-class, third party data and process integration firm to assist the company with data analytics to speed the PSPS decision-making process, analyze and integrate
additional sources of information related to wildfire risk mitigation; and
|
| ● |
Secured 460 mega-watts of temporary generation to deploy the world’s largest mobile micro-grid so that Public Safety Power Shutoffs are smaller in scope and shorter in
duration.
|
These enhancements build off the continuation of an unprecedented level of wildfire mitigations, including:
| ● |
Pruning or removing more than 1 million trees to keep them away from power lines;
|
| ● |
Implementing additional enhanced inspections of electric infrastructure in high fire-risk areas beyond the visual and aerial inspections completed in 2019 of nearly 50,000
transmission structures, nearly 700,000 distribution poles and 222 substations in high fire-risk areas;
|
| ● |
Conducting more than 240 miles of system hardening with stronger and more resilient poles, covered power lines and targeted undergrounding;
|
| ● |
Deploying real-time monitoring and situational awareness tools to better understand how severe weather can impact PG&E’s electric system, including adding approximately 400
more advanced weather stations (for a total of more than 1,000) and 200 more high-definition cameras (for a total of more than 300) in high-fire threat areas;
|
| ● |
Continuing to coordinate prevention and response efforts by monitoring wildfire risks in real time from the Wildfire Safety Operations Center; and
|
| ● |
Donating nearly $5 million to the U.S. Forest Service, Pacific Southwest Region to fund fuel reduction projects and purchase equipment to be used in six national forests.
|
Business Update
More general information on PG&E Corporation and its progress toward emerging from Chapter 11, including key components of the company’s
operational, financial, regulatory, and ESG commitments, is now available on the Investor Relations website under the “PG&E Progress” tab.
COVID-19 Considerations
PG&E is taking steps to protect the health and safety of its customers and employees in response to the COVID-19 pandemic.
PG&E understands that many customers are facing severe economic challenges because of this crisis. In consideration, the company is offering
flexible payment plans, waiving security deposits, and suspending service disconnections for non-payment.
Under the California-wide shelter-at-home mandate, PG&E is continuing to focus on critical and essential work—including the elements of its
Wildfire Mitigation Plan designed to reduce the risk of catastrophic wildfire and minimize Public Safety Power Shutoff impacts.
PG&E does not anticipate disruption to power supply and delivery due to COVID-19. PG&E has filed a notice with the CPUC that it is recording
costs associated with COVID-19 in a memorandum account and may seek recovery at a future date.
Non-GAAP Core Earnings
PG&E Corporation’s non-GAAP core earnings, which exclude non-core items, were $576 million, or $0.89 per share, in the first quarter of 2020,
compared with $546 million, or $1.04 per share, during the same period in 2019.
The decrease in quarter-over-quarter non-GAAP core earnings per share was primarily driven by an increase in shares outstanding from the dilutive
impact of the equity backstop agreement and interest on pre-petition payables and short-term debt, partially offset by the timing of nuclear refueling outages, growth in rate base earnings, and energy savings awards.
Beginning with the quarter and full year periods ended December 31, 2019, PG&E Corporation and the Utility changed the name of their principal
non-GAAP earnings metric from “non-GAAP earnings from operations” to “non-GAAP core earnings” in order to align more closely with the terminology used by their industry peers. As a result, PG&E Corporation and the Utility currently refer to
adjustments as “non-core items” rather than “items impacting comparability.” PG&E Corporation uses “non-GAAP core earnings,” which is a non-GAAP financial measure, in order to provide a measure that allows investors to compare the underlying
financial performance of the business from one period to another, exclusive of non-core items. See the accompanying tables for a reconciliation of non-GAAP core earnings to consolidated earnings (loss) attributable to common shareholders.
2020 Guidance
PG&E Corporation is not providing guidance for 2020 GAAP earnings or non-GAAP core earnings. However, the company is providing factors affecting
2020 non-GAAP core earnings and guidance for non-core items.
These include a range of drivers causing a variance in earnings below authorized, including net below the line and spend above authorized of $150
million to $200 million after tax and unrecovered interest expense of $100 million to $150 million after tax. PG&E Corporation is providing 2020 non-core items guidance of approximately $2.1 billion to $2.3 billion after-tax for bankruptcy and
legal costs, wildfire insurance fund contributions, investigation remedies and delayed cost recovery, and the 2011 GT&S capital audit.
Both the drivers and non-core items guidance are based on various assumptions and forecasts related to future expenses and certain other factors.
Supplemental Financial Information
In addition to the financial information accompanying this release, presentation slides have been furnished to the Securities and Exchange Commission
(SEC) and are available on PG&E Corporation’s website at: http://investor.pgecorp.com/financials/quarterly-earnings-reports/default.aspx.
Public Dissemination of Certain Information
PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings with the CPUC and the Federal Energy
Regulatory Commission (FERC) at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post, or
provide direct links to, presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “PG&E Progress,” “Chapter
11,” “Wildfire Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be
material information.
About PG&E Corporation
PG&E Corporation (NYSE: PCG) is a holding company headquartered in San Francisco. It is the parent company of Pacific Gas and Electric Company,
an energy company that serves 16 million Californians across a 70,000-square-mile service area in Northern and Central California. Each of PG&E Corporation and the Utility is a separate entity, with distinct creditors and claimants, and is
subject to separate laws, rules and regulations. For more information, visit http://www.pgecorp.com. In this press release, they are together referred to as “PG&E.”
Forward-Looking Statements
This press release contains forward-looking statements that are not historical facts, including statements about the beliefs, expectations,
estimates, future plans and strategies of PG&E Corporation and the Utility, as well as forecasts and estimates regarding timing of PG&E Corporation’s and the Utility’s emergence from Chapter 11, the Utility’s participation in the statewide
wildfire fund created by AB 1054, factors affecting PG&E Corporation’s 2020 non-GAAP core earnings, and PG&E Corporation’s 2020 non-core items guidance. These statements are based on current expectations and assumptions, which management
believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual
results to differ materially from those contemplated by the forward-looking statements include factors disclosed in PG&E Corporation’s and the Utility’s annual report on Form 10-K for the year ended December 31, 2019, and other reports filed
with the SEC, which are available on PG&E Corporation’s website at www.pgecorp.com and on the SEC website at www.sec.gov. Additional factors include, but are not limited to, those associated with the Chapter 11 cases of PG&E Corporation and
the Utility that commenced on January 29, 2019. PG&E Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the
extent required by law.
PG&E CORPORATION
(DEBTOR-IN-POSSESSION)
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
(Unaudited)
|
||||||||
|
Three Months Ended March 31,
|
||||||||
|
(in millions, except per share amounts)
|
2020
|
2019
|
||||||
|
Operating Revenues
|
||||||||
|
Electric
|
$
|
3,040
|
$
|
2,792
|
||||
|
Natural gas
|
1,266
|
1,219
|
||||||
|
Total operating revenues
|
4,306
|
4,011
|
||||||
|
Operating Expenses
|
||||||||
|
Cost of electricity
|
545
|
599
|
||||||
|
Cost of natural gas
|
284
|
339
|
||||||
|
Operating and maintenance
|
1,967
|
2,087
|
||||||
|
Depreciation, amortization, and decommissioning
|
855
|
797
|
||||||
|
Total operating expenses
|
3,651
|
3,822
|
||||||
|
Operating Income
|
655
|
189
|
||||||
|
Interest income
|
16
|
22
|
||||||
|
Interest expense
|
(254
|
)
|
(103
|
)
|
||||
|
Other income, net
|
97
|
71
|
||||||
|
Reorganization items, net
|
(176
|
)
|
(127
|
)
|
||||
|
Income Before Income Taxes
|
338
|
52
|
||||||
|
Income tax benefit
|
(36
|
)
|
(84
|
)
|
||||
|
Net Income
|
374
|
136
|
||||||
|
Preferred stock dividend requirement of subsidiary
|
3
|
—
|
||||||
|
Income Available for Common Shareholders
|
$
|
371
|
$
|
136
|
||||
|
Weighted Average Common Shares Outstanding, Basic
|
529
|
526
|
||||||
|
Weighted Average Common Shares Outstanding, Diluted
|
648
|
527
|
||||||
|
Net Income Per Common Share, Basic
|
$
|
0.70
|
$
|
0.25
|
||||
|
Net Income Per Common Share, Diluted
|
$
|
0.57
|
$
|
0.25
|
||||
Reconciliation of PG&E Corporation’s Consolidated Earnings (Loss) Attributable to Common Shareholders in Accordance with Generally Accepted
Accounting Principles (“GAAP”) to Non-GAAP Core Earnings
First Quarter, 2020 vs. 2019
(in millions, except per share amounts)
|
Three Months Ended
March 31, |
||||||||||||||||
| Earnings per |
||||||||||||||||
|
Earnings
|
Common Share (Diluted)
|
|||||||||||||||
|
(in millions, except per share amounts)
|
2020
|
2019
|
2020
|
2019
|
||||||||||||
|
PG&E Corporation's Earnings on a GAAP basis
|
$
|
371
|
$
|
136
|
$
|
0.57
|
$
|
0.25
|
||||||||
|
Non-core items: (1)
|
||||||||||||||||
|
Bankruptcy and legal costs (2)
|
177
|
97
|
0.27
|
0.18
|
||||||||||||
|
Investigation remedies and delayed cost recovery (3)
|
28
|
—
|
0.04
|
—
|
||||||||||||
|
Wildfire-related costs (4)
|
—
|
163
|
—
|
0.31
|
||||||||||||
|
Electric asset inspections (5)
|
—
|
151
|
—
|
0.29
|
||||||||||||
|
PG&E Corporation’s Non-GAAP Core Earnings (6)
|
$
|
576
|
$
|
546
|
$
|
0.89
|
$
|
1.04
|
||||||||
(1) “Non-core Items” include items that management does not consider representative of ongoing earnings and
affect comparability of financial results between periods, consisting of the items listed in the table above. See Exhibit G: Use of Non-GAAP Financial Measures.
All amounts presented in the table above are tax adjusted at PG&E Corporation’s statutory tax rate of 27.98% for 2019 and 2020, except for
certain bankruptcy and legal costs, which are not tax deductible. Amounts may not sum due to rounding.
(2) PG&E Corporation and the Utility recorded costs of $219 million (before the tax impact of $42
million) during the three months ended March 31, 2020 associated with bankruptcy and legal costs. This includes legal and other costs of $168 million (before the tax impact of $28 million) during the three months ended March 31, 2020 ($69 million
of legal and other costs during the three months ended March 31, 2020 are not tax deductible). The Utility incurred $51 billion (before the tax impact of $14 million) during the three months ended March 31, 2020 related to exit financing costs.
| Three Months Ended | Three Months Ended | |||||||
|
(in millions, pre-tax)
|
March 31, 2020
|
March 31, 2019
|
||||||
|
Legal and other costs
|
$
|
168
|
$
|
24
|
||||
|
Exit financing
|
51
|
—
|
||||||
|
2019 DIP financing costs
|
—
|
114
|
||||||
|
2019 Interest income
|
—
|
(11
|
)
|
|||||
|
Bankruptcy and legal costs
|
$
|
219
|
$
|
127
|
||||
(3) PG&E Corporation and the Utility recorded costs of $39 million (before the tax impact of $11
million) during the three months ended March 31, 2020 associated with investigation remedies and delayed cost recovery. This includes $16 million (before the tax impact of $4 million) during the three months ended March 31, 2020 related to the
proposed wildfire Order Instituting Investigation (“OII”) settlement. The Utility incurred restoration and rebuild costs of $13 million (before the tax impact of $4 million) during the three months ended March 31, 2020 associated with the town of
Paradise (2018 Camp Fire). The Utility also recorded costs of $9 million (before the tax impact of $3 million) during the three months ended March 31, 2020 for system enhancements related to the Locate and Mark OII.
| Three Months Ended | ||||
|
(in millions, pre-tax)
|
March 31, 2020
|
|||
|
Proposed wildfire OII disallowance and system enhancements
|
$
|
16
|
||
|
Paradise restoration and rebuild
|
13
|
|||
|
Locate and mark system enhancements
|
9
|
|||
|
Investigation remedies and delayed cost recovery
|
$
|
39
|
||
(4) The Utility incurred $226 million (before the tax impact of $63 million) during the three months ended
March 31, 2019 associated with wildfire-related costs. This includes $179 million (before the tax impact of $50 million) during the three months ended March 31, 2019 for clean-up and repair costs related to the 2018 Camp fire. The Utility also
incurred legal and other costs of $47 million (before the tax impact of $13 million) related to the 2018 Camp fire and 2017 Northern California wildfires.
| Three Months Ended |
||||
|
(in millions, pre-tax)
|
March 31, 2019
|
|||
|
Utility clean-up and repair
|
$
|
179
|
||
|
Legal and other costs
|
47
|
|||
|
Wildfire-related costs
|
$
|
226
|
||
(5) The Utility incurred costs of $210 million (before the tax impact of $59 million) during the three
months ended March 31, 2019 for incremental operating expenses related to enhanced and accelerated inspection and repairs of electric transmission and distribution assets.
(6) “Non-GAAP core earnings” is a non-GAAP financial measure. See Exhibit G: Use of Non-GAAP Financial
Measures.
|
Use of Non-GAAP Financial Measures
PG&E Corporation and Pacific Gas and Electric Company |
PG&E Corporation discloses historical financial results and provides guidance based on “non-GAAP core earnings” and “non-GAAP core EPS” in order
to provide a measure that allows investors to compare the underlying financial performance of the business from one period to another, exclusive of non-core items.
Beginning with the quarter and full year periods ended December 31, 2019, PG&E Corporation and the Utility changed the name of their principal
non-GAAP earnings metric from “non-GAAP earnings from operations” to “non-GAAP core earnings” in order to align more closely with the terminology used by their industry peers. Likewise, PG&E Corporation and the Utility will now refer to
adjustments as “non-core items” rather than “items impacting comparability.”
“Non-GAAP core earnings” is a non-GAAP financial measure and is calculated as income available for common shareholders less non-core items. “Non-core
items” include items that management does not consider representative of ongoing earnings and affect comparability of financial results between periods, consisting of the items listed in “Reconciliation of PG&E Corporation’s Consolidated
Earnings (Loss) Attributable to Common Shareholders in Accordance with Generally Accepted Accounting Principles (“GAAP”) to Non-GAAP Earnings from Operations.” “Non-GAAP core EPS” also referred to as “non-GAAP core earnings per share” is a non-GAAP
financial measure and is calculated as non-GAAP core earnings divided by common shares outstanding (diluted). PG&E Corporation uses non-GAAP core earnings and non-GAAP core EPS to understand and compare operating results across reporting
periods for various purposes including internal budgeting and forecasting, short- and long-term operating planning, and employee incentive compensation. PG&E Corporation believes that non-GAAP core earnings and non-GAAP core EPS provide
additional insight into the underlying trends of the business, allowing for a better comparison against historical results and expectations for future performance.
Non-GAAP core earnings and non-GAAP core EPS are not substitutes or alternatives for GAAP measures such as consolidated income available for common
shareholders and may not be comparable to similarly titled measures used by other companies.