8-K
PG&E Corp (PCG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 15, 2023
(Date of earliest event reported)
| Commission File Number | Exact Name of Registrant<br><br> <br>as specified in its charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number |
|---|---|---|---|
| 001-12609 | PG&E CORPORATION | California | 94-3234914 |
| 001-02348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
| 300 Lakeside Drive | 300 Lakeside Drive | ||
| --- | --- | ||
| Oakland, California 94612 | Oakland, California 94612 | ||
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | ||
| (415) 973-1000 | (415) 973-7000 | ||
| (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<br><br> <br>on which registered |
|---|---|---|
| Common stock, no par value | PCG | The New York Stock Exchange |
| Equity Units | PCGU | The New York Stock Exchange |
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.36% redeemable | PCG-PI | NYSE American LLC |
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 | ☐ |
Item 7.01 Regulation FD Disclosure.
On May 15, 2023, in connection with a potential financing transaction, PG&E Corporation and Pacific Gas and Electric Company made available to investors certain information, including the information attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01 of this Current Report on Form 8-K and in Exhibit 99.1 is being furnished and shall not be deemed “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 incorporated by reference into any of the filings of PG&E Corporation or Pacific Gas and Electric Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such filings. The filing of this Current Report on Form 8-K (including the exhibit hereto or any information included herein or therein) shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished with this Current Report on Form 8-K:
| Exhibit Number | Description |
|---|---|
| 99.1 | Presentation dated May 15, 2023 |
| 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 | |||
|---|---|---|---|
| Date: May 15, 2023 | By: | /s/ CAROLYN J. BURKE | |
| Name: | Carolyn J. Burke | ||
| Title: | Executive Vice President and Chief Financial Officer | ||
| PACIFIC GAS AND ELECTRIC COMPANY | |||
| --- | --- | --- | --- |
| Date: May 15, 2023 | By: | /s/ STEPHANIE N. WILLIAMS | |
| Name: | Stephanie N. Williams | ||
| Title: | Vice President, Chief Financial Officer and Controller |
Exhibit 99.1
GAAP Net Income (Loss) to Non-GAAP Adjusted EBITDA Reconciliation PG&E Corporation Year EndedDecember 31, (in millions) 2022 2021 PG&E Corporation's Net Income (Loss) on a GAAP basis 1,814 (88) Income tax provision (benefit) (1,338) 836 Other income, net (394) (457) Interest expense 1,917 1,601 Interest income (162) (20) Reorganization items, net - 11 Operating Income 1,837 1,883 Depreciation, amortization, and decommissioning 3,856 3,403 Wildfire Fund expense 477 517 Wildfire-related costs, net of insurance 334 202 Prior period net regulatory impact (16) 257 Investigation remedies 120 171 Fire Victim Trust tax benefit net of securitization 627 - Strategic repositioning costs 90 - PG&E Corporation's Non-GAAP Adjusted EBITDA 7,325 6,433 1. Amounts may not sum due to rounding. “Non-GAAP Adjusted EBITDA” is a non-GAAP financial measure. 2. 2021 and 2022 Non-GAAP Adjusted EBITDA differs from what was reported on February 23, 2023 (removed Bankruptcy and legal costs from the calculation).
GAAP Net Income to Non-GAAP Adjusted EBITDA Reconciliation PG&E Corporation Year to Date, 2023 vs. 2022 1. Amounts may not sum due to rounding. “Non-GAAP Adjusted EBITDA” is a non-GAAP financial measure. 2. 2022 and 2023 Non-GAAP Adjusted EBITDA differs from what was reported on May 4, 2023 (removed Bankruptcy and legal costs from the calculation). Three Months EndedMarch 31, (in millions) 2023 2022 PG&E Corporation's Net Income on a GAAP basis 572 478 Income tax benefit (348) (204) Other income, net (85) (149) Interest expense 602 419 Interest income (112) (8) Operating Income 629 536 Depreciation, amortization, and decommissioning 1,077 972 Wildfire Fund expense 117 118 Fire Victim Trust tax benefit net of securitization 253 - Investigation remedies 21 94 Prior period net regulatory impact (8) 63 Strategic repositioning costs 2 - Wildfire-related costs, net of insurance 13 73 PG&E Corporation's Non-GAAP Adjusted EBITDA 2,104 1,856