PG&E Corp 8-K, filed Aug 19, 2020
PG&E Corp (PCG)
8-K
2020-08-19
For: 2020-08-19
View Original
Added on
April 03, 2026
About this 8-K
PG&E Corp filed this 8-K on August 19, 2020.
Items reported
- 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
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 19, 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 | |||||||||||||||||
| PG&E CORPORATION | ||||||||||||||||||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||||||||||||||||
 |  | |||||||||||||||||||||||||||||||
| (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 | ¨ | ||||
Item 7.01 Regulation FD Disclosure
As previously disclosed, on January 29, 2019, PG&E Corporation and its subsidiary, Pacific Gas and Electric Company (the “Utility,”), filed voluntary petitions for relief under chapter 11 of title 11 (“Chapter 11”) of the United States Code in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). PG&E Corporation’s and the Utility’s Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM). PG&E Corporation and the Utility emerged from chapter 11 on July 1, 2020.
On August 19, 2020, the PG&E Corporation and the Utility jointly filed a monthly operating report for the period from June 1, 2020 to June 30, 2020 (the “June Monthly Operating Report”) with the Bankruptcy Court.
A copy of the June Monthly Operating Report is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. 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 hereby 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 PG&E Corporation and the Utility's filings 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.
The June Monthly Operating Report (together with the monthly operating reports for prior periods, the “Monthly Operating Reports”) and other filings with the Bankruptcy Court related to the Chapter 11 Cases are available electronically at http://restructuring.primeclerk.com/pge. This website address contains third-party content and is provided for convenience only. Third-party content is the responsibility of the third party, and PG&E Corporation and the Utility disclaim liability for such content.
Cautionary Statement Regarding Financial Operating Data
PG&E Corporation and the Utility caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which were not prepared for the purpose of providing the basis for an investment decision relating to any securities of PG&E Corporation and the Utility. PG&E Corporation and the Utility prepared the Monthly Operating Reports solely for purposes of complying with the monthly operating reporting requirements applicable in the Chapter 11 Cases. The financial information contained in the Monthly Operating Reports is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. The Monthly Operating Reports should not be relied upon by any persons for information relating to current or future financial condition, events, or performance of PG&E Corporation, the Utility or any of their subsidiaries, as the results of operations contained in the Monthly Operating Reports are not necessarily indicative of results which may be expected from any other period or for the full year, and may not necessarily reflect the combined results of operations, financial position, and schedule of receipts and disbursements in the future. These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.
Item 9.01 Financial Statements and Exhibits
Exhibits
The following Exhibits are being furnished, and are not deemed to be filed:
| Exhibit 99.1 | |||||
| Exhibit 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document | ||||
Forward-Looking Statements
This Current Report on Form 8-K includes 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. 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 and the Utility’s joint Annual Report on Form 10-K for the year ended December 31, 2019, their joint Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and their subsequent reports filed with the Securities and Exchange Commission. Additional factors include, but are not limited to, those associated with the Plan of Reorganization of PG&E Corporation and the Utility that became effective on July 1, 2020. 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.
| 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 | ||||||||||||||
| By: | /s/ DAVID S. THOMASON | |||||||||||||
| Dated: | August 19, 2020 | David S. Thomason Vice President and Controller | ||||||||||||
| PACIFIC GAS AND ELECTRIC COMPANY | ||||||||||||||
| By: | /s/ DAVID S. THOMASON | |||||||||||||
| Dated: | August 19, 2020 | David S. Thomason Vice President, Chief Financial Officer and Controller | ||||||||||||
EXHIBIT 99.1
MONTHLY OPERATING REPORT
(GENERAL BUSINESS CASE)
SUMMARY OF FINANCIAL STATUS
| MONTH ENDED: | June 30, 2020 | PETITION DATE: | January 29, 2019 | |||||||||||
| 1. | Debtors in possession (or trustee) hereby submit this Monthly Operating Report on the Accrual Basis of accounting (or if checked here the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtors). | ||||
| Dollars reported in $ millions | |||||
| 2. | Asset and Liability Structure | End of Current | End of Prior | As of Petition | |||||||||||||||||||
| Month | Month | Filing (1) | |||||||||||||||||||||
| a. Current Assets | $ | 25,013 | $ | 10,269 | $ | 9,091 | |||||||||||||||||
| b. Total Assets | $ | 109,229 | $ | 87,091 | $ | 79,809 | |||||||||||||||||
| c. Current Liabilities | $ | 45,795 | $ | 8,184 | $ | 3,740 | |||||||||||||||||
| d. Total Liabilities | $ | 105,428 | $ | 81,032 | $ | 66,888 | |||||||||||||||||
| 3. | Statement of Cash Receipts & Disbursements for Month | End of Current Month | End of Prior Month | Cumulative (Case to Date) | |||||||||||||||||||
| a. Total Receipts | $ | 2,467 | $ | 1,434 | $ | 35,018 | |||||||||||||||||
| b. Total Disbursements | $ | (2,258) | $ | (1,939) | $ | (34,953) | |||||||||||||||||
| c. Excess (Deficiency) of Receipts Over Disbursements (a - b) | $ | 209 | $ | (505) | $ | 65 | |||||||||||||||||
| d. Cash Balance Beginning of Month | $ | 766 | $ | 1,271 | $ | 910 | |||||||||||||||||
| e. Cash Balance End of Month (c + d) | $ | 975 | $ | 766 | $ | 975 | |||||||||||||||||
| End of Current Month | End of Prior Month | Cumulative (Case to Date) (1) | |||||||||||||||||||||
| 4. | Profit/(Loss) from the Statement of Operations | $ | (2,271) | $ | 177 | $ | (9,254) | ||||||||||||||||
| 5. | Account Receivables (Pre and Post-Petition) | $ | 5,098 | $ | 5,005 | ||||||||||||||||||
| 6. | Post-Petition Liabilities | $ | 15,219 | $ | 5,200 | ||||||||||||||||||
| 7. | Past Due Post-Petition Account Payables (over 30 days) (2) | $ | — | $ | — | ||||||||||||||||||
(1) Data as of January 29, 2019 is not available, January 31, 2019 data used as Petition Date.
(2) In the ordinary course, in most instances PG&E Corporation and the Utility’s process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting PG&E Corporation and the Utility’s acknowledgment of the delivery of goods or completion of services). That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete. PG&E Corporation and the Utility are actively engaged on an ongoing basis with their supplier base to minimize the invoice matching and validation time frame. To the best of PG&E Corporation and the Utility’s knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, PG&E Corporation and the Utility do not have any past due post-petition accounts payable as of June 30, 2020.
1
| At the end of this reporting month: | Yes | No | |||||||||||||||
| 8. | Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee) | ü | |||||||||||||||
| 9. | Have any payments been made to professionals? (if yes, attach listing including date of payment, amount of payment and name of payee) | ü | |||||||||||||||
| 10. | If the answer is yes to 8 or 9, were all such payments approved by the court? | ü | |||||||||||||||
| 11. | Have any payments been made to officers, insiders, shareholders, relatives? (if yes, attach listing including date of payment, amount and reason for payment, and name of payee) | ü | |||||||||||||||
| 12. | Are the estates insured for replacement cost of assets and for general liability? | ü | |||||||||||||||
| 13. | Are a plan and disclosure statement on file? (1) | ü | |||||||||||||||
| 14. | Was there any post-petition borrowing during this reporting period? (2) | ü | |||||||||||||||
| 15. | Check if paid: | ||||||||||||||||
| Post-petition taxes: | ü | ||||||||||||||||
| U.S. Trustee Quarterly Fees: | ü | ||||||||||||||||
| Tax reporting and tax returns: | ü | ||||||||||||||||
| (Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.) | |||||||||||||||||
(1) The Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization on September 9, 2019. The Debtors thereafter amended such plan on September 23, 2019 (Docket #3966), and November 4, 2019 (Docket #4563). On December 12, 2019, the Debtors and Shareholder Proponents (as defined in the Plan) filed the Debtors' and Shareholders Proponents' Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court, which was thereafter amended on January 31, 2020 (Docket #5590), March 9, 2020 (Docket #6217), March 16, 2020 (Docket #6320), May 22, 2020 (Docket #7525) and June 19, 2020 (Docket #8048) (“the Plan”). On February 7, 2020, the Debtors filed a disclosure statement with respect to the Plan (Docket #5700), which was thereafter amended on March 9, 2020 (Docket #6219), March 16, 2020 (Docket #6322), and March 17, 2020 (Docket #6353) (the “ Disclosure Statement”). The Disclosure Statement was approved by the Bankruptcy Court by Order dated March 17, 2020 (Docket #6340). The Bankruptcy Court confirmed the Plan by Order dated June 20, 2020 (Docket #8053).
(2) On June 19, 2020, the Utility completed the sale of (i) $500 million aggregate principal amount of Floating Rate First Mortgage Bonds due June 16, 2022, (ii) $2.5 billion aggregate principal amount of 1.75% First Mortgage Bonds due June 16, 2022, (iii) $1 billion aggregate principal amount of 2.10% First Mortgage Bonds due August 1, 2027, (iv) $2 billion aggregate principal amount of 2.50% First Mortgage Bonds due February 1, 2031, (v) $1 billion aggregate principal amount of 3.30% First Mortgage Bonds due August 1, 2040, and (vi) $1.925 billion aggregate principal amount of 3.50% First Mortgage Bonds due August 1, 2050 (collectively, the “Mortgage Bonds”). On the Effective Date (as defined below), pursuant to the Plan, the Utility issued $11.9 billion of its first mortgage bonds (the “New Mortgage Bonds”) in satisfaction of certain of its pre-petition senior unsecured debt.
On the Effective Date, pursuant to the Plan, the Utility reinstated $9.6 billion aggregate principal amount of the Utility Reinstated Senior Notes.
In addition, on July 1, 2020, the Utility obtained a $1.5 billion 18-month secured term loan under a term loan credit agreement.
On June 23, 2020, PG&E Corporation obtained a $2.75 billion secured term loan (the “Term Loan”). The Term Loan matures on June 23, 2025, unless extended by PG&E Corporation pursuant to the terms of the Term Loan Agreement. The Term Loan will bear interest based, at PG&E Corporation’s election, on (1) LIBOR (but in no event less than 1.0%) plus an applicable margin or (2) ABR (but in no event less than 2.0%) plus an applicable margin. ABR will equal the highest of the following: the prime rate, 0.5% above the overnight federal funds rate, and the one-month LIBOR plus 1.0%. The applicable margin for LIBOR loans is 4.5% and the applicable margin for ABR loans is 3.5%. Additionally, on June 23, 2020, PG&E Corporation completed the sale of (i) $1.0 billion aggregate principal amount of 5.00% Senior Secured Notes due July 1, 2028 (the “2028 Notes”) and (ii) $1.0 billion aggregate principal amount of 5.25% Senior Secured Notes due July 1, 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Notes”).
2
On July 1, 2020, the Utility entered into a $3.5 billion revolving credit agreement (the “Utility Revolving Credit Agreement”). Borrowings under the Utility Revolving Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 1.375% to 2.50% based on the Utility’s credit rating or (2) the base rate plus an applicable margin of 0.375% to 1.50% based on the Utility’s credit rating. In addition to interest on outstanding principal under the Utility Revolving Credit Agreement, the Utility is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.25% to 0.50% per annum depending on the Utility’s credit rating. The Utility Revolving Credit Agreement has a maximum letter of credit sublimit equal to $1.5 billion.
In addition, on July 1, 2020, the Utility obtained a $3.0 billion secured term loan under a term loan credit agreement (the “Utility Term Loan Credit Agreement”). The facilities under the Utility Term Loan Credit Agreement consist of a $1.5 billion 364-day term loan facility (the “Utility 364-Day Term Loan Facility”) and a $1.5 billion 18-month term loan facility (the “Utility 18-Month Term Loan Facility”). The maturity date for the 364-Day Term Loan Facility is June 30, 2021 and the maturity date for the 18-Month Term Loan Facility is January 1, 2022. Borrowings under the Utility Term Loan Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 2.00% with respect to the 364-Day Term Loan Facility and 2.25% with respect to the 18-Month Term Loan Facility, or (2) the base rate plus an applicable margin of 1.00% with respect to the 364-Day Term Loan Facility and 1.25% with respect to the Utility 18-Month Term Loan Facility.
On July 1, 2020, PG&E Corporation entered into a $500 million revolving credit agreement (the “Corporation Revolving Credit Agreement”). The Corporation Revolving Credit Agreement has a maturity date three years after the Effective Date, subject to two one-year extensions at the option of PG&E Corporation. Borrowings under the Corporation Revolving Credit Agreement will bear interest based on PG&E Corporation’s election of either (1) LIBOR plus an applicable margin of 3.00% to 4.25% based on PG&E Corporation’s credit rating or (2) the base rate plus an applicable margin of 2.00% to 3.25% based on PG&E Corporation’s credit rating. In addition to interest on outstanding principal under the Corporation Revolving Credit Agreement, PG&E Corporation is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.50% to 0.75% per annum depending on PG&E Corporation’s credit rating.
(For more information regarding the post-petition borrowings, see Note 5 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020).
3
I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct.
| Date: | August 19, 2020 | /s/ DAVID S. THOMASON | |||||||||
| David S. Thomason | |||||||||||
| Vice President, Controller, PG&E Corporation | |||||||||||
| Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company | |||||||||||
4
UNAUDITED STATEMENTS OF INCOME
FOR THE MONTH ENDED JUNE 30, 2020
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Electric | $ | 1,205 | $ | — | $ | 1,205 | ||||||||||||||||||||
| Natural gas | 393 | — | 393 | |||||||||||||||||||||||
| Total operating revenues | 1,598 | — | 1,598 | |||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Cost of electricity | 320 | — | 320 | |||||||||||||||||||||||
| Cost of natural gas | 34 | — | 34 | |||||||||||||||||||||||
| Operating and maintenance | 741 | (3) | 738 | |||||||||||||||||||||||
| Wildfire-related claims, net of insurance | 170 | — | 170 | |||||||||||||||||||||||
| Wildfire fund expense | 173 | — | 173 | |||||||||||||||||||||||
| Depreciation, amortization, and decommissioning | 298 | — | 298 | |||||||||||||||||||||||
Total operating expenses | 1,736 | (3) | 1,733 | |||||||||||||||||||||||
| Operating Income (Loss) | (138) | 3 | (135) | |||||||||||||||||||||||
| Interest income | 3 | — | 3 | |||||||||||||||||||||||
| Interest expense | (64) | (7) | (71) | |||||||||||||||||||||||
| Other income, net | 30 | 1 | 31 | |||||||||||||||||||||||
| Reorganization items, net | Item 15 | (49) | (1,505) | (1,554) | ||||||||||||||||||||||
| Loss Before Income Taxes | (218) | (1,508) | (1,726) | |||||||||||||||||||||||
| Income tax provision (benefit) | 560 | (16) | 544 | |||||||||||||||||||||||
| Net Loss | (778) | (1,492) | (2,270) | |||||||||||||||||||||||
| Preferred stock dividend requirement | 1 | — | 1 | |||||||||||||||||||||||
| Loss Available for Common Stock | $ | (779) | $ | (1,492) | $ | (2,271) | ||||||||||||||||||||
5
UNAUDITED STATEMENTS OF INCOME
PETITION DATE THROUGH JUNE 30, 2020
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||||||||
| Electric | $ | 19,215 | $ | — | $ | 19,215 | ||||||||||||||||||||
| Natural gas | 6,752 | — | 6,752 | |||||||||||||||||||||||
| Total operating revenues | 25,967 | — | 25,967 | |||||||||||||||||||||||
| Operating Expenses | ||||||||||||||||||||||||||
| Cost of electricity | 4,399 | — | 4,399 | |||||||||||||||||||||||
| Cost of natural gas | 1,150 | — | 1,150 | |||||||||||||||||||||||
| Operating and maintenance | 12,860 | (25) | 12,835 | |||||||||||||||||||||||
| Wildfire-related claims, net of insurance | 11,606 | — | 11,606 | |||||||||||||||||||||||
| Wildfire fund expense | 173 | — | 173 | |||||||||||||||||||||||
| Depreciation, amortization, and decommissioning | 4,962 | (1) | 4,961 | |||||||||||||||||||||||
Total operating expenses | 35,150 | (26) | 35,124 | |||||||||||||||||||||||
| Operating Income (Loss) | (9,183) | 26 | (9,157) | |||||||||||||||||||||||
| Interest income | 110 | 1 | 111 | |||||||||||||||||||||||
| Interest expense | (1,355) | (32) | (1,387) | |||||||||||||||||||||||
| Other income, net | 429 | 19 | 448 | |||||||||||||||||||||||
Reorganization items, net | Item 15 | (524) | (1,622) | (2,146) | ||||||||||||||||||||||
| Loss Before Income Taxes | (10,523) | (1,608) | (12,131) | |||||||||||||||||||||||
| Income tax benefit | (2,882) | (15) | (2,897) | |||||||||||||||||||||||
| Net Loss | (7,641) | (1,593) | (9,234) | |||||||||||||||||||||||
| Preferred stock dividend requirement | 20 | — | 20 | |||||||||||||||||||||||
| Loss Attributable to Common Stock | $ | (7,661) | $ | (1,593) | $ | (9,254) | ||||||||||||||||||||
6
UNAUDITED BALANCE SHEETS
AS OF JUNE 30, 2020
| (in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||||||||||
| ASSETS | ||||||||||||||||||||||||||
| Current Assets | ||||||||||||||||||||||||||
| Cash and cash equivalents | Items 10 and 11 | $ | 746 | $ | 222 | $ | 968 | |||||||||||||||||||
| Restricted cash | 9,076 | 5,337 | 14,413 | |||||||||||||||||||||||
| Accounts receivable: | ||||||||||||||||||||||||||
| Customers (net of allowance for doubtful accounts of $81) | Item 4 | 1,419 | — | 1,419 | ||||||||||||||||||||||
| Accrued unbilled revenue | 1,061 | — | 1,061 | |||||||||||||||||||||||
| Regulatory balancing accounts | 2,638 | — | 2,638 | |||||||||||||||||||||||
| Other | 2,634 | 108 | 2,618 | |||||||||||||||||||||||
| Regulatory assets | 377 | — | 377 | |||||||||||||||||||||||
| Inventories: | Item 3 | |||||||||||||||||||||||||
| Gas stored underground and fuel oil | 89 | — | 89 | |||||||||||||||||||||||
| Materials and supplies | 564 | — | 564 | |||||||||||||||||||||||
| Wildfire fund asset | 466 | — | 466 | |||||||||||||||||||||||
| Other | 388 | 12 | 400 | |||||||||||||||||||||||
| Total current assets | 19,458 | 5,679 | 25,013 | |||||||||||||||||||||||
| Property, Plant, and Equipment | ||||||||||||||||||||||||||
| Electric | 64,832 | — | 64,832 | |||||||||||||||||||||||
| Gas | 23,371 | — | 23,371 | |||||||||||||||||||||||
| Construction work in progress | 2,615 | — | 2,615 | |||||||||||||||||||||||
| Other Plant in Service | 18 | 2 | 20 | |||||||||||||||||||||||
| Total property, plant, and equipment | 90,836 | 2 | 90,838 | |||||||||||||||||||||||
| Accumulated depreciation | (27,435) | (2) | (27,437) | |||||||||||||||||||||||
| Net property, plant, and equipment | Item 7 | 63,401 | — | 63,401 | ||||||||||||||||||||||
| Other Noncurrent Assets | ||||||||||||||||||||||||||
| Regulatory assets | 7,507 | — | 7,507 | |||||||||||||||||||||||
| Nuclear decommissioning trusts | 3,196 | — | 3,196 | |||||||||||||||||||||||
| Operating lease right of use asset | 2,121 | 6 | 2,127 | |||||||||||||||||||||||
| Wildfire fund asset | 6,048 | — | 6,048 | |||||||||||||||||||||||
| Income taxes receivable | 66 | 84 | 67 | |||||||||||||||||||||||
| Other | 1,714 | 5,287 | 1,870 | |||||||||||||||||||||||
| Total other noncurrent assets | 20,652 | 5,377 | 20,815 | |||||||||||||||||||||||
| TOTAL ASSETS | $ | 103,511 | $ | 11,056 | $ | 109,229 | ||||||||||||||||||||
7
UNAUDITED BALANCE SHEETS
AS OF JUNE 30, 2020
| (in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||||||||||||||
| Current Liabilities | ||||||||||||||||||||||||||
| Short-term borrowings | $ | — | $ | 300 | $ | 300 | ||||||||||||||||||||
| Long-term debt, classified as current | 100 | 350 | 450 | |||||||||||||||||||||||
| Debtor-in-possession financing, classified as current | Item 6 | 2,000 | — | 2,000 | ||||||||||||||||||||||
| Accounts payable: | Item 5 | |||||||||||||||||||||||||
| Trade creditors | 3,382 | 17 | 3,399 | |||||||||||||||||||||||
| Regulatory balancing accounts | 1,915 | — | 1,915 | |||||||||||||||||||||||
| Other | 717 | 39 | 631 | |||||||||||||||||||||||
| Operating lease liabilities | 548 | 3 | 551 | |||||||||||||||||||||||
| Interest Payable | 1,331 | 32 | 1,363 | |||||||||||||||||||||||
| Disputed claims and customer refunds | 238 | — | 238 | |||||||||||||||||||||||
| Wildfire-related claims | 26,143 | — | 26,143 | |||||||||||||||||||||||
| Wildfire fund liability | 5,200 | — | 5,200 | |||||||||||||||||||||||
| Other | 1,579 | 2,026 | 3,605 | |||||||||||||||||||||||
Total current liabilities | 43,153 | 2,767 | 45,795 | |||||||||||||||||||||||
| Noncurrent Liabilities | ||||||||||||||||||||||||||
| Long-term debt | 30,263 | 4,657 | 34,920 | |||||||||||||||||||||||
| Regulatory liabilities | 9,641 | — | 9,641 | |||||||||||||||||||||||
| Pension and other postretirement benefits | 1,836 | 105 | 1,941 | |||||||||||||||||||||||
| Asset retirement obligations | 5,961 | — | 5,961 | |||||||||||||||||||||||
| Deferred income taxes | Item 8 | 1,316 | (145) | 1,171 | ||||||||||||||||||||||
| Operating lease liabilities | 1,573 | 3 | 1,576 | |||||||||||||||||||||||
| Other | 4,455 | 81 | 4,423 | |||||||||||||||||||||||
| Total noncurrent liabilities | 55,045 | 4,701 | 59,633 | |||||||||||||||||||||||
| Liabilities Subject to Compromise | Item 9 | — | — | — | ||||||||||||||||||||||
| Shareholders’ Equity | ||||||||||||||||||||||||||
| Preferred stock | 258 | — | — | |||||||||||||||||||||||
| Common stock | 1,322 | 13,065 | 13,045 | |||||||||||||||||||||||
| Additional paid-in capital | 8,550 | — | — | |||||||||||||||||||||||
| Reinvested earnings | (4,818) | (9,467) | (9,486) | |||||||||||||||||||||||
| Accumulated other comprehensive income (loss) | 1 | (10) | (10) | |||||||||||||||||||||||
| Total shareholders’ equity | 5,313 | 3,588 | 3,549 | |||||||||||||||||||||||
| Noncontrolling Interest - Preferred Stock of Subsidiary | — | — | 252 | |||||||||||||||||||||||
| Total equity | 5,313 | 3,588 | 3,801 | |||||||||||||||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 103,511 | $ | 11,056 | $ | 109,229 | ||||||||||||||||||||
8
UNAUDITED STATEMENTS OF CASH FLOWS
AS OF JUNE 30, 2020
| (in millions) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||
| Cash Flows from Operating Activities | |||||||||||||||||
Net loss (1) | $ | (22) | $ | (1,572) | $ | (1,594) | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Depreciation, amortization, and decommissioning | 1,729 | — | 1,729 | ||||||||||||||
| Allowance for equity funds used during construction | (21) | — | (21) | ||||||||||||||
| Deferred income taxes and tax credits, net | 890 | (21) | 869 | ||||||||||||||
| Reorganization items, net | 13 | 1,545 | 1,558 | ||||||||||||||
| Wildfire fund expense | 173 | — | 173 | ||||||||||||||
| Other | 138 | 4 | 142 | ||||||||||||||
| Effect of changes in operating assets and liabilities: | |||||||||||||||||
| Accounts receivable | (374) | (15) | (389) | ||||||||||||||
| Wildfire-related insurance receivable | 99 | — | 99 | ||||||||||||||
| Inventories | (19) | — | (19) | ||||||||||||||
| Accounts payable | 701 | 21 | 722 | ||||||||||||||
| Wildfire-related claims | 619 | — | 619 | ||||||||||||||
| Other current assets and liabilities | (4) | 533 | 529 | ||||||||||||||
| Regulatory assets, liabilities, and balancing accounts, net | (1,570) | — | (1,570) | ||||||||||||||
| Liabilities subject to compromise | 401 | 12 | 413 | ||||||||||||||
| Other noncurrent assets and liabilities | 47 | (16) | 31 | ||||||||||||||
| Net cash provided by operating activities | 2,800 | 491 | 3,291 | ||||||||||||||
| Cash Flows from Investing Activities | |||||||||||||||||
| Capital expenditures | (3,399) | — | (3,399) | ||||||||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | 787 | — | 787 | ||||||||||||||
| Purchases of nuclear decommissioning trust investments | (837) | — | (837) | ||||||||||||||
| Other | 8 | — | 8 | ||||||||||||||
| Net cash used in investing activities | (3,441) | — | (3,441) | ||||||||||||||
| Cash Flows from Financing Activities | |||||||||||||||||
| Proceeds from debtor-in-possession credit facility | 500 | — | 500 | ||||||||||||||
| Debtor-in-possession credit facility debt issuance costs | (3) | — | (3) | ||||||||||||||
Proceeds from issuance of long-term debt, net of discount and issuance costs of $75, $90, and $165 | 8,850 | 4,660 | 13,510 | ||||||||||||||
| Bridge facility financing fees | (33) | (40) | (73) | ||||||||||||||
| Other | 20 | — | 20 | ||||||||||||||
| Net cash provided by financing activities | 9,334 | 4,620 | 13,954 | ||||||||||||||
| Net change in cash, cash equivalents, and restricted cash | 8,693 | 5,111 | 13,804 | ||||||||||||||
| Cash, cash equivalents, and restricted cash at January 1 | 1,129 | 448 | 1,577 | ||||||||||||||
Cash, cash equivalents, and restricted cash at June 30 | $ | 9,822 | $ | 5,559 | $ | 15,381 | |||||||||||
| Less: Restricted cash and restricted cash equivalents included in other current assets | (9,076) | (5,337) | (14,413) | ||||||||||||||
Cash and cash equivalents at June 30 | $ | 746 | $ | 222 | $ | 968 | |||||||||||
(1) Net loss is for the year ended June 30, 2020 and will not agree to net loss as shown in Petition to Date Income Statement.
9
| Supplemental disclosures of noncash investing and financing activities | |||||||||||||||||
| Capital expenditures financed through accounts payable | $ | 273 | $ | — | $ | 273 | |||||||||||
| Operating lease liabilities arising from obtaining right-of-use assets | 13 | — | 13 | ||||||||||||||
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1. BASIS OF PRESENTATION
General and Chapter 11 Emergence
The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. PG&E Corporation and the Utility suffered material losses as a result of the 2017 Northern California wildfires and the 2018 Camp fire, which contributed to the decision to file for Chapter 11 protection on January 29, 2019. Uncertainty regarding these matters previously raised substantial doubt about PG&E Corporation’s and the Utility’s abilities to continue as going concerns.
As a result of PG&E Corporation’s and the Utility’s emergence from Chapter 11 on July 1, 2020 (the “Effective Date”), substantial doubt has been alleviated regarding the Company’s ability to meet its obligations as they become due within one year after the date the financial statements were issued. (For more information regarding the Chapter 11 Cases, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020)
Financial Statements
Financial Accounting Standards Board Accounting Standards Codification 852 (Reorganizations) (“ASC 852”), which is applicable to companies in Chapter 11, requires that financial statements for periods after the filing of a Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The financial statements have been prepared in accordance with ASC 852. The accompanying financial statements have been prepared solely for purposes of complying with the monthly operating requirements applicable in PG&E Corporation and the Utility’s Chapter 11 Cases (the “Monthly Operating Reports”). PG&E Corporation and the Utility caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of PG&E Corporation and the Utility.
The financial information contained in the Monthly Operating Reports is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. The Monthly Operating Reports should not be relied upon by any persons for information relating to current or future financial condition, events, or performance of the Corporation and the Utility and any of their non-debtor subsidiaries, as the results of operations contained in the Monthly Operating Reports are not necessarily indicative of results which may be expected for any other period or for the full year, and may not necessarily reflect the combined results of operations, financial position, and schedule of receipts and disbursements in the future. These unaudited financial statements were prepared using certain assumptions and estimates. These assumptions and estimates are subject to revision. Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.
The Utility’s unaudited financial statements reflected under the column “Pacific Gas and Electric Company” are presented on a consolidated basis and include the accounts of the Utility and the following subsidiaries of the Utility that individually and in aggregate are immaterial: Eureka Energy Company, Midway Power, LLC, Pacific Energy Fuels Company, and Standard Pacific Gas Line Incorporated.
The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” are presented on a consolidated basis and include the accounts of the following subsidiaries of the Corporation that individually and in aggregate are immaterial: PCG Capital, Inc., PG&E Corporation Support Services, Inc., and PG&E Corporation Support Services II, Inc. The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” exclude the accounts of the Utility.
The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation, Consolidated” are presented on a consolidated basis and include the accounts of the Corporation, the Utility, and other wholly owned and controlled subsidiaries.
These unaudited financial statements differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (shareholders’ equity, and other comprehensive income), relevant footnotes and certain reclassifications.
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Liabilities Subject to Compromise
As a result of the commencement of the Chapter 11 Cases, the payment of pre-petition liabilities was subject to compromise or other treatment pursuant to the Plan. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are subject to an injunction and will be satisfied pursuant to the Plan and the Chapter 11 claims reconciliation process. Although payment of pre-petition claims outside of the Plan generally is not permitted, the Bankruptcy Court granted PG&E Corporation and the Utility authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of PG&E Corporation’s and the Utility’s business and assets.
Prior to June 30, 2020, pre-petition liabilities that were subject to compromise were required to be reported at the amounts expected to be allowed. Therefore, liabilities subject to compromise as of December 31, 2019 in the table in Note 9 below reflected management’s estimates of amounts expected to be allowed in the Chapter 11 Cases, based upon, among other things, the status of negotiations with creditors. As of June 30, 2020, such amounts have been reclassified to current or non-current liabilities in the unaudited balance sheets, based upon management’s judgment as to the timing for settlement of such liabilities. (For more information regarding Liabilities Subject to Compromise, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020).
Reorganization Items
ASC 852 requires expenses and income directly associated with the Chapter 11 Cases to be reported separately in the income statement. Reorganization items are reported net and include expenses related to legal advisory and representation services, other professional consulting and advisory services, equity backstop premium expense, bridge loan facility fees, debtor-in-possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed, net of interest income.
Post-Petition Liabilities
Post-petition liabilities reflected in the Monthly Operating Report include Accounts payable – trade creditors, Accounts payable – other, Other current liabilities, Debtor-in-possession financing, Wildfire fund liabilities, and Wildfire-related claims, excluding amounts pertaining to regulatory liabilities.
2. CHAPTER 11 FILING
Plan of Reorganization and Restructuring Support Agreements
On June 19, 2020, PG&E Corporation and the Utility, certain funds and accounts managed or advised by Abrams Capital Management, LP (“Abrams”), and certain funds and accounts managed or advised by Knighthead Capital Management, LLC (“Knighthead” and, together with Abrams, the “Shareholder Proponents”) filed PG&E Corporation’s and the Utility’s and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated June 19, 2020 with the Bankruptcy Court (the “Plan”). The Bankruptcy Court confirmed the Plan by order dated June 20, 2020 (the “Confirmation Order”). PG&E Corporation and the Utility emerged from Chapter 11 on July 1, 2020.
Financial Reporting in Reorganization
Effective on the Petition Date and up to June 30, 2020, PG&E Corporation and the Utility applied accounting standards applicable to reorganizations, which are applicable to companies under Chapter 11 bankruptcy protection. These accounting standards require the financial statements for periods subsequent to the Petition Date to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Expenses, realized gains and losses, and provisions for losses that was directly associated with reorganization proceedings must have been reported separately as reorganization items, net in the Condensed Consolidated Statements of Income. In addition, the balance sheet must have distinguished pre-petition LSTC of PG&E Corporation and the Utility from pre-petition liabilities that were not subject to compromise, post-petition liabilities, and liabilities of the subsidiaries of PG&E Corporation that were not debtors in the Chapter 11 Cases in the Condensed Consolidated Balance Sheets. LSTC are pre-petition obligations that were not fully secured and had at least a possibility of not being repaid at the full claim amount. Where there was uncertainty about whether a secured claim will be paid or impaired pursuant to the Chapter 11 Cases, PG&E Corporation and the Utility have classified the entire amount of the claim as LSTC.
12
Furthermore, the realization of assets and the satisfaction of liabilities are subject to uncertainty. Pursuant to the Plan and Confirmation Order, actions to enforce or otherwise effect the payment of certain claims against PG&E Corporation and the Utility in existence before the Petition Date are subject to an injunction and will be satisfied pursuant to the Plan and the Chapter 11 claims reconciliation process. These claims were reflected as LSTC in the Condensed Consolidated Balance Sheets at December 31, 2019. Additional claims may arise after the Petition Date resulting from the rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreement by parties-in-interest) of allowed claims for contingencies and other disputed amounts.
PG&E Corporation’s Condensed Consolidated Financial Statements are presented on a consolidated basis and include the accounts of PG&E Corporation and the Utility and other subsidiaries of PG&E Corporation and the Utility that individually and in aggregate are immaterial. Such other subsidiaries did not file for bankruptcy.
The Utility’s Condensed Consolidated Financial Statements are presented on a consolidated basis and include the accounts of the Utility and other subsidiaries of the Utility that individually and in aggregate are immaterial. Such other subsidiaries did not file for bankruptcy.
Upon emergence from Chapter 11 on July 1, 2020, PG&E Corporation and the Utility were not required to apply fresh start accounting based on the provisions of ASC 852 since the entity’s reorganization value immediately before the date of confirmation is more than the total of all its post-petition liabilities and allowed claims.
For additional information regarding the Chapter 11 Cases, refer to the website maintained by Prime Clerk, LLC, the Company’s claims and noticing agent, at http://restructuring.primeclerk.com/pge, as well as to PG&E Corporation and the Utility’s joint annual report on Form 10-K for the year ended December 31, 2019, their joint quarterly reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, 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. PG&E Corporation and the Utility also routinely post or provide links to certain documents and information related to the Chapter 11 Cases at http://investor.pgecorp.com, under the “Chapter 11” tab.
3. INVENTORY
Inventories are carried at weighted-average cost and include natural gas stored underground as well as materials and supplies. Natural gas stored underground is recorded to inventory when injected and then expensed as the gas is withdrawn for distribution to customers or to be used as fuel for electric generation. Materials and supplies are recorded to inventory when purchased and expensed or capitalized to plant, as appropriate, when consumed or installed.
4. ACCOUNTS RECEIVABLE
The following reflects the balance of the Utility’s Accounts receivable – Customers as of June 30, 2020:
| (in millions) | Accounts Receivable – Customers (Pre and Post-Petition) | |||||||
| Receivables Aging | ||||||||
| 0 -30 Days | $ | 851 | ||||||
| 31-60 Days | 152 | |||||||
| 61-90 Days | 92 | |||||||
| 91+ Days | 247 | |||||||
| Unmailed invoices | 148 | |||||||
| Total accounts receivable – Customers | 1,490 | |||||||
Other (1) | 10 | |||||||
| Allowance for doubtful accounts | (81) | |||||||
| Accounts receivable – Customers (net) | $ | 1,419 | ||||||
(1) Represents Department of Water Resources bond charge, credit balance reclassification, and unidentified receipts.
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5. ACCOUNTS PAYABLE
To the best of PG&E Corporation and the Utility’s knowledge, all undisputed, validated post-petition accounts payable have been and are being paid under agreed-upon payment terms.
In the ordinary course, in most instances PG&E Corporation and the Utility’s process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting PG&E Corporation and the Utility’s acknowledgment of the delivery of goods or completion of services). That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete. PG&E Corporation and the Utility are actively engaged on an ongoing basis with its supplier base to minimize the invoice matching and validation time frame. To the best of PG&E Corporation and the Utility’s knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, PG&E Corporation and the Utility do not have any past due post-petition accounts payable as of June 30, 2020.
6. DEBTOR-IN-POSSESSION (“DIP”) FINANCING
The following table summarizes the Utility’s outstanding borrowings and availability under their DIP credit facilities at June 30, 2020:
| (in millions) | Termination Date | Aggregate Limit | Term Loan Borrowings | Revolver Borrowings | Letters of Credit Outstanding | Aggregate Availability | ||||||||||||||||||||||||||||||||
| DIP Facilities | December 2020 | $ | 5,500 | $ | 2,000 | $ | — | $ | 904 | $ | 2,596 | |||||||||||||||||||||||||||
On July 1, 2020, the DIP Facilities were repaid in full and all commitments thereunder were terminated in connection with emergence from Chapter 11.
7. PROPERTY, PLANT, AND EQUIPMENT
Property, plant, and equipment are reported at the lower of their historical cost less accumulated depreciation or fair value. Historical costs include labor and materials, construction overhead, and allowance for funds used during construction. PG&E Corporation’s Consolidated balances of its property, plant, and equipment were as follows at June 30, 2020:
| (in millions) | PG&E Corporation Consolidated | |||||||
Electric (1) | $ | 64,832 | ||||||
| Gas | 23,371 | |||||||
| Construction work in progress | 2,615 | |||||||
| Other Plant in Service | 20 | |||||||
| Total property, plant, and equipment | 90,838 | |||||||
| Accumulated depreciation | (27,437) | |||||||
Net property, plant, and equipment | $ | 63,401 | ||||||
(1) Balance includes nuclear fuel inventories. Stored nuclear fuel inventory is stated at weighted-average cost. Nuclear fuel in the reactor is expensed as it is used based on the amount of energy output.
8. PAYMENT OF TAXES
To the best of PG&E Corporation and the Utility’s knowledge, they are current on all taxes payable.
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9. LIABILITIES SUBJECT TO COMPROMISE
Liabilities subject to compromise as of December 31, 2019 which were settled or reclassified during the six months ended June 30, 2020 consist of the following:
| (in millions) | Utility | PG&E Corporation (1) | December 31, 2019 PG&E Corporation Consolidated | Change in Estimated Allowed Claim 2020 (2) | Cash Payment | Reclassified (3) | Utility | PG&E Corporation (1) | June 30, 2020 PG&E Corporation Consolidated | ||||||||||||||||||||||||||||||||||||||||||||
Financing debt | $ | 22,450 | $ | 666 | $ | 23,116 | $ | 351 | $ | — | $ | (23,467) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||
Wildfire-related claims | 25,548 | — | 25,548 | 18 | (23) | (25,543) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
Trade creditors (4) | 1,183 | 5 | 1,188 | 6 | (14) | (1,180) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Non-qualified benefit plan | 20 | 137 | 157 | — | — | (157) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| 2001 bankruptcy disputed claims | 234 | — | 234 | 4 | — | (238) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Customer deposits & advances | 71 | — | 71 | 12 | — | (83) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Other | 230 | 2 | 232 | 59 | — | (291) | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Total Liabilities Subject to Compromise | $ | 49,736 | $ | 810 | $ | 50,546 | $ | 450 | $ | (37) | $ | (50,959) | $ | — | $ | — | $ | — | |||||||||||||||||||||||||||||||||||
(1) PG&E Corporation amounts reflected under the column “PG&E Corporation” exclude the accounts of the Utility.
(2) Change in estimated allowed claim amounts are primarily due to interest accruals with the exception of the “wildfire-related claims”, “customer deposits & advances”, and “other” line items which are mainly due to the adjustment to recorded liabilities.
(3) Amounts reclassified included $8.6 million to Accounts payable - other, $237.6 million to Disputed claims and customer refunds, $1,347.4 million to Interest payable, $21,425.7 million to Long-term debt, $300.0 million to Short-term borrowings, $450.0 million to Long-term debt, classified as current, $301.0 million to Other current liabilities, $97.9 million to Other non-current liabilities, $121.3 million to Pension and other post-retirement benefits, $1,126.9 million to Accounts payable - trade creditors, and $25,542.7 million to Wildfire-related claims on the unaudited balance sheets. For information on reclassified amounts, please see Note 2 of the Notes to the Condensed Consolidated Financial Statements for PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020.
(4) As of July 24, 2020, $0.4 million and $290 million has been repaid by PG&E Corporation and the Utility, respectively.
10. RECAPITULATION OF FUNDS HELD AT END OF MONTH
The following reflects the bank balances of the Corporation and the Utility as of June 30, 2020:
| Legal Entity | Bank | Account No. | Balance, End of Month (in ones) | |||||||||||||||||
| PG&E Corporation | The Bank of New York Mellon | 8400 | $ | 221,500,000 | ||||||||||||||||
| PG&E Corporation | The Bank of New York Mellon | 9023 | 577,288 | |||||||||||||||||
| PG&E Corporation | Bank of America | 7107 | — | |||||||||||||||||
| PG&E Corporation | The Bank of New York Mellon | 4558 | — | |||||||||||||||||
| PG&E Corporation | Union Bank of California | 9557 | 737 | |||||||||||||||||
| PG&E Corporation | Bank of America | 0X30 | — | |||||||||||||||||
| PG&E Corporation | Barclays Capital Inc. | 1362 | — | |||||||||||||||||
| PG&E Corporation | BNP Paribas | 0652 | — | |||||||||||||||||
| PG&E Corporation | Citigroup Global Markets | 0473 | — | |||||||||||||||||
| PG&E Corporation | Goldman, Sachs & Co | 0609 | — | |||||||||||||||||
| PG&E Corporation | JP Morgan Chase Bank, N.A. | 0698 | — | |||||||||||||||||
| PG&E Corporation | Mitsubishi UFJ Securities USA, INC. | 0189 | — | |||||||||||||||||
| PG&E Corporation | Morgan Stanley / ISG Operations | 4966 | — | |||||||||||||||||
| PG&E Corporation | RBC Capital Markets | 2226 | — | |||||||||||||||||
| PG&E Corporation | Wells Fargo Securities, LLC | 7221 | — | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 8400 | 445,750,000 | |||||||||||||||||
| Pacific Gas & Electric Company | Union Bank of California | 5581 | 275,320,062 | |||||||||||||||||
| Pacific Gas & Electric Company | Citibank N. A. | 2091 | 474,936 | |||||||||||||||||
15
| Pacific Gas & Electric Company | Bank of America | 3212 | 502,102 | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 9994 | 23,978,121 | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 7822 | — | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 5477 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Royal Bank of Canada | 0446 | 463,081 | |||||||||||||||||
| Pacific Gas & Electric Company | Bank of America | 7115 | — | |||||||||||||||||
| Pacific Gas & Electric Company | U.S. Bank | 2311 | 9,071 | |||||||||||||||||
| Pacific Gas & Electric Company | Bank of America | 2988 | 46,736 | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 3044 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Bank of America | 2302 | 12,902 | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 4XL9 | 3,040 | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 4122 | 985 | |||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 3532 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.11 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.7 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.2 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Bank of America | 0817 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Citibank N. A. | 0901 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Citibank N. A. | 1958 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Citibank N. A. | 2316 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Citigroup Global Markets | 6473 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.1 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.1 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.11 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.12 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.13 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.14 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.15 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.16 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.2 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.3 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.4 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.5 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.6 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.7 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.8 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.9 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.10 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.12 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.6 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.8 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.1 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.10 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.11 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.12 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.13 | — | |||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.14 | — | |||||||||||||||||
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| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.15 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.16 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.17 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.18 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.19 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.20 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.21 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.22 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.23 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.24 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.3 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.4 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.5 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.6 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.7 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.8 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.9 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 387.1 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 7110 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 8400 | 703,163 | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 8544 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 9990 | 4,955,257 | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 4017 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 0143 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Wells Fargo Bank N.A. | 9578 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | The Bank of New York Mellon | 9978 | — | |||||||||||||||||||||||
| Pacific Gas & Electric Company | U.S. Bank | 5000 | 1,003,429 | |||||||||||||||||||||||
| Pacific Gas & Electric Company | Bank of America | 2520 | — | |||||||||||||||||||||||
Total Funds on Hand for all Accounts (1)(2) | $ | 975,300,910 | ||||||||||||||||||||||||
(1) Schedule does not include Wells Fargo accounts 5300 and 5400; these accounts are held by grantor trusts relating to post-service benefits to directors, officers, and other highly paid employees, which have a combined value of $184,865,048. The grantor trusts are considered assets of the Corporation subject to creditor claims.
(2) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.
11. CASH RECEIPTS AND DISBURSEMENTS
The following reflects the cash receipts and disbursements of the Corporation and the Utility for the month ended June 30, 2020:
| (in ones) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||
Beginning Cash (1)(2) | $ | 391,791,687 | $ | 374,744,892 | $ | 766,536,579 | |||||||||||
Total receipts (3) | 2,454,589,921 | 11,922,396 | 2,466,512,317 | ||||||||||||||
Total disbursements (3) | (2,093,158,723) | (164,589,263) | (2,257,747,986) | ||||||||||||||
| DIP borrowing and repayments, net (net of fees) | — | — | — | ||||||||||||||
| Total Change in Cash | 361,431,198 | (152,666,867) | 208,764,331 | ||||||||||||||
Ending Cash (1)(2) | $ | 753,222,885 | $ | 222,078,025 | $ | 975,300,910 | |||||||||||
(1) Calculated using balance per bank.
(2) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.
(3) Includes intercompany receipts and disbursements between the Corporation and the Utility.
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12. PAYMENTS ON PRE-PETITION DEBT
The following reflects the payments for the month ended June 30, 2020 made in accordance with the authority granted by the Bankruptcy Court pursuant to the First Day Motions.
| (in millions) | Disbursed in Month | ||||
| First Day Motions | |||||
| Operational Integrity Supplier | $ | — | |||
| Cash Management | — | ||||
| NGX - CAISO | — | ||||
| Public Purpose Programs | 2 | ||||
| Shippers / Liens | — | ||||
| Tax | 1 | ||||
| Employee Wage and Benefits | — | ||||
| Insurance | — | ||||
503(b)(9) (1) | — | ||||
| Total | $ | 3 | |||
(1) Pursuant to the Operational Integrity Motion Debtors are allowed to pay valid 503(b)(9) claims.
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13. PAYMENTS FOR RETAINED PROFESSIONALS
The following reflects payments made to retained bankruptcy professionals during the month ended June 30, 2020.
| (in ones) | ||||||||||||||
| Name | Payment Date | Total Payments for the Month | ||||||||||||
| AP SERVICES, LLP | 6/6/2020 | $ | 7,610,069 | |||||||||||
| BAKER & HOSTETLER LLP | 6/20/2020 | 3,331,211 | ||||||||||||
| BERMAN AND TODDERUD PLLP | 6/13/2020 | 92,628 | ||||||||||||
| BRUCE A MARKELL | 6/30/2020 | 75,000 | ||||||||||||
| CENTERVIEW PARTNERS LLC | 6/18/2020 | 409,723 | ||||||||||||
| CRAVATH, SWAINE & MOORE LLP | 6/13/20; 6/16/20; 6/18/20; 6/20/20 | 3,809,646 | ||||||||||||
| DELOITTE & TOUCHE LLP | 6/29/2020 | 328,146 | ||||||||||||
| FTI CONSULTING INC | 6/19/2020 | 620,486 | ||||||||||||
| JENNER & BLOCK LLP | 6/19/2020 | 721,967 | ||||||||||||
| KELLER & BENVENUTTI LLP | 6/13/2020 | 152,640 | ||||||||||||
| KPMG LLP | 6/2/2020 | 391,355 | ||||||||||||
| LATHAM & WATKINS | 6/13/2020; 6/29/2020 | 1,290,078 | ||||||||||||
| LINCOLN INTERNATIONAL LP | 6/19/2020 | 1,418,585 | ||||||||||||
| LYNN ANNE BAKER | 6/19/2020 | 35,424 | ||||||||||||
| MCKINSEY & COMPANY INC - U S | 6/27/2020 | 156,000 | ||||||||||||
| MILBANK LLP | 6/20/2020 | 1,304,427 | ||||||||||||
| MORRISON & FOERSTER LLP | 6/8/20; 6/15/20 | 942,963 | ||||||||||||
| MUNGER TOLLES & OLSON LLP | 6/13/20; 6/18/20; 6/19/20; 6/20/20; 6/25/20 | 5,440,066 | ||||||||||||
| PILLSBURY WINTHROP SHAW PITTMAN LLP | 6/30/2020 | 27,728 | ||||||||||||
| SIMPSON THACHER & BARTLETT LLP | 6/16/2020 | 738,319 | ||||||||||||
| STEPTOE & JOHNSON LLP | 6/18/2020 | 276,203 | ||||||||||||
| TRIDENT DMG LLC | 6/18/2020 | 28,088 | ||||||||||||
| WEIL GOTSHAL & MANGES LLP | 6/13/20; 6/18/20; 6/20/20 | 5,294,878 | ||||||||||||
| WILLIS TOWERS WATSON US LLC | 6/3/20; 6/5/20; 6/12/20; 6/30/20 | 80,295 | ||||||||||||
| Total | $ | 34,575,925 | ||||||||||||
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14. PAYMENTS TO INSIDERS
The following reflects the cash payments made to insiders (Section 16 officers) of the Corporation and the Utility during the month ended June 30, 2020.
| (in ones) | Total Payments for Month | |||||||||||||||||||
Name(1) | Title | |||||||||||||||||||
William D. Johnson(2) | Former Chief Executive Officer and President, PG&E Corporation | $ | 491,292 | (3) | ||||||||||||||||
Michael A. Lewis(4) | Senior Vice President, Electric Operations, Pacific Gas and Electric Company | $ | 46,375 | |||||||||||||||||
Janet C. Loduca(5) | Former Senior Vice President and General Counsel, PG&E Corporation and Pacific Gas and Electric Company | $ | 51,271 | |||||||||||||||||
John R. Simon(6) | Executive Vice President, Law, Strategy, and Policy, PG&E Corporation | $ | 60,523 | |||||||||||||||||
| David S. Thomason | Vice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company Vice President and Controller, PG&E Corporation | $ | 27,896 | |||||||||||||||||
Andrew M. Vesey(7) | Former Chief Executive Officer and President, Pacific Gas and Electric Company | $ | 83,333 | |||||||||||||||||
| Jason P. Wells | Executive Vice President and Chief Financial Officer, PG&E Corporation | $ | 56,175 | |||||||||||||||||
| James M. Welsch | Senior Vice President and Chief Nuclear Officer, Pacific Gas and Electric Company | $ | 48,141 | |||||||||||||||||
(1) Section 16 officers of the Corporation and/or the Utility, as determined by the Corporation's and the Utility's Boards of Directors as of December 31, 2019.
(2) Mr. Johnson stepped down from his position as Chief Executive Officer and President of PG&E Corporation effective June 30, 2020.
(3) Includes vacation payout of $282,959.
(4) Effective August 1, 2020, Mr. Lewis serves as Interim President of the Utility.
(5) Effective August 15, 2020, Ms. Loduca stepped down from her position as Senior Vice President and General Counsel of PG&E Corporation and the Utility.
(6) Effective August 15, 2020, Mr. Simon serves as Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation.
(7) Effective August 1, 2020, Mr. Vesey no longer serves as Chief Executive Officer and President of the Utility.
15. REORGANIZATION ITEMS
The following reflects reorganization items, net, post-petition through June 30, 2020:
| (in millions) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||||||
| Debtor-in-possession financing costs | $ | 99 | $ | 17 | $ | 116 | |||||||||||
Legal and other (1) | 480 | 1,616 | 2,096 | ||||||||||||||
| Interest income | (55) | (11) | (66) | ||||||||||||||
| Adjustments to LSTC | — | — | — | ||||||||||||||
| Total reorganization items, net | $ | 524 | $ | 1,622 | $ | 2,146 | |||||||||||
(1) At June 30, 2020, the Corporation and the Utility incurred $1,641,207 and $1,992,210, respectively, in fees to the U.S. Trustee.
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