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(Mark One)
|
|
x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the Fiscal Year Ended December 31, 2014
|
|
Or
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from _________ to ___________
|
Commission
File Number
|
Exact Name of Registrant
as Specified In Its Charter
|
State or Other Jurisdiction of
Incorporation or Organization
|
IRS Employer
Identification Number
|
|||
1-12609
|
PG&E CORPORATION
|
California
|
94-3234914
|
|||
1-2348
|
PACIFIC GAS AND ELECTRIC COMPANY
|
California
|
94-0742640
|
![]()
77 Beale Street, P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
(415) 973-1000
(Registrant's telephone number, including area code)
|
![]()
77 Beale Street, P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
(415) 973-7000
(Registrant's telephone number, including area code)
|
Title of each class
|
Name of each exchange on which registered
|
|
PG&E Corporation:
Common Stock, no par value
|
New York Stock Exchange
|
|
Pacific Gas and Electric Company:
First Preferred Stock,
cumulative, par value $25 per share:
|
NYSE Amex Equities
|
|
Redeemable: 5% Series A, 5%, 4.80%, 4.50%, 4.36%
|
||
Nonredeemable: 6%, 5.50%, 5%
|
PG&E Corporation
|
Yes
þ
No
o
|
Pacific Gas and Electric Company
|
Yes
þ
No
o
|
PG&E Corporation
|
Yes
o
No
þ
|
Pacific Gas and Electric Company
|
Yes
o
No
þ
|
PG&E Corporation
|
Yes
þ
No
o
|
Pacific Gas and Electric Company
|
Yes
þ
No
o
|
PG&E Corporation
|
Yes
þ
No
o
|
Pacific Gas and Electric Company
|
Yes
þ
No
o
|
PG&E Corporation
|
þ
|
Pacific Gas and Electric Company
|
þ
|
PG&E Corporation
|
Pacific Gas and Electric Company
|
|
Large accelerated filer
þ
|
Large accelerated filer
o
|
|
Accelerated filer
o
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
Non-accelerated filer
þ
|
|
Smaller reporting company
o
|
Smaller reporting company
o
|
PG&E Corporation
|
Yes
o
No
þ
|
Pacific Gas and Electric Company
|
Yes
o
No
þ
|
PG&E Corporation common stock
|
$22,602 million
|
Pacific Gas and Electric Company common stock
|
Wholly owned by PG&E Corporation
|
Common Stock outstanding as of January 27, 2015:
|
PG&E Corporation:
|
476,399,910
|
Pacific Gas and Electric Company:
|
264,374,809 shares (wholly owned by PG&E Corporation)
|
Designated portions of the Joint Proxy Statement relating to the 2015 Annual Meetings of Shareholders
|
Part III (Items 10, 11, 12, 13 and 14)
|
ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA | 63 | ||
PG&E Corporation
|
||||
63
|
||||
64
|
||||
65
|
||||
Consolidated Statements of Cash Flows | 67 | |||
68
|
||||
Pacific Gas and Electric Company
|
||||
69
|
||||
70
|
||||
71
|
||||
Consolidated Statements of Cash Flows | 73 | |||
74
|
||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
75
|
||||
75
|
||||
81
|
||||
84
|
||||
87
|
||||
|
NOTE 6: | Preferred Stock | 90 | |
90
|
||||
NOTE 8: | Income Taxes | 91 | ||
94
|
||||
97
|
||||
NOTE 11: | Employee Benefit Plans | 104 | ||
114
|
||||
NOTE 13: | Related Party Agreements and Transactions | 115 | ||
115
|
||||
125 | ||||
126
|
||||
127
|
||||
ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE | 129 | ||
ITEM 9A. |
129
|
|||
ITEM 9B. |
129
|
|||
PART III |
130
|
|||
ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
130
|
||
ITEM 11. |
130
|
|||
ITEM 12. |
131
|
|||
ITEM 13. |
131
|
|||
ITEM 14. |
131
|
|||
PART IV | 132 | |||
ITEM 15. | Exhibits and Financial Statement Schedules | 132 | ||
SIGNATURES |
142
|
|||
REPORT OF INDEPENDENT REGISTERD PUBLIC ACCOUNTING FIRM | 144 | |||
FINANCIAL STATEMENT SCHEUDLES | 145 |
1 Kilowatt (kW)
|
=
|
One thousand watts
|
1 Kilowatt-Hour (kWh)
|
=
|
One kilowatt continuously for one hour
|
1 Megawatt (MW)
|
=
|
One thousand kilowatts
|
1 Megawatt-Hour (MWh)
|
=
|
One megawatt continuously for one hour
|
1 Gigawatt (GW)
|
=
|
One million kilowatts
|
1 Gigawatt-Hour (GWh)
|
=
|
One gigawatt continuously for one hour
|
1 Kilovolt (kV)
|
=
|
One thousand volts
|
1 MVA
|
=
|
One megavolt ampere
|
1 Mcf
|
=
|
One thousand cubic feet
|
1 MMcf
|
=
|
One million cubic feet
|
1 Bcf
|
=
|
One billion cubic feet
|
1 MDth
|
=
|
One thousand decatherms
|
2014 Annual Report
|
PG&E Corporation's and Pacific Gas and Electric Company's combined Annual Report on Form 10-K for the year ended December 31, 2014, including the information incorporated by reference into the report
|
AB
|
Assembly Bill
|
AFUDC
|
allowance for funds used during construction
|
ALJ
|
administrative law judge
|
ARO
|
asset retirement obligation
|
CAISO
|
California Independent System Operator
|
CARB
|
California Air Resources Board
|
CCA
|
Community Choice Aggregator
|
Central Coast Board | Central Coast Regional Water Quality Control Board |
CPUC
|
California Public Utilities Commission
|
CRRs
|
congestion revenue rights
|
DOE
|
Department of Energy
|
EPA
|
Environmental Protection Agency
|
EPS
|
earnings per common share
|
EV
|
electric vehicle
|
FERC
|
Federal Energy Regulatory Commission
|
GAAP
|
U.S. Generally Accepted Accounting Principles
|
GHG
|
greenhouse gas
|
GRC
|
general rate case
|
GT&S
|
gas transmission and storage
|
IRS
|
Internal Revenue Service
|
LTIP
|
long term incentive plan
|
MD&A
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
NEIL
|
Nuclear Electric Insurance Limited
|
NRC
|
Nuclear Regulatory Commission
|
NTSB
|
National Transportation Safety Board
|
ORA
|
Office of Ratepayer Advocates
|
PSEP
|
pipeline safety enhancement plan
|
QF
|
Qualifying facility
|
Regional Board
|
California Regional Water Quality Control Board, Lahontan Region
|
REITS
|
Global real estate investment trust
|
ROE
|
return on equity
|
RPS
|
renewable portfolio standard
|
SEC
|
U.S. Securities and Exchange Commission
|
SED
|
Safety and Enforcement Division of the CPUC, formerly known as the Consumer Protection and Safety Division or the CPSD
|
TO
|
transmission owner
|
TURN
|
The Utility Reform Network
|
Utility
|
Pacific Gas and Electric Company
|
VIE(s)
|
variable interest entity(ies)
|
Water Board
|
California State Water Resources Control Board
|
Percent of Bundled Retail Sales
|
||||||
Owned Generation Facilities
|
||||||
Nuclear
|
20.6
|
%
|
||||
Small Hydroelectric
|
0.8
|
%
|
||||
Large Hydroelectric
|
6.6
|
%
|
||||
Fossil fuel-fired
|
7.4
|
%
|
||||
Solar
|
0.4
|
%
|
||||
Total
|
35.8
|
%
|
||||
Qualifying Facilities
|
||||||
Renewable
|
3.7
|
%
|
||||
Non-Renewable
|
8.5
|
%
|
||||
Total
|
12.2
|
%
|
||||
Irrigation Districts and Water Agencies
|
||||||
Small Hydroelectric
|
0.1
|
%
|
||||
Large Hydroelectric
|
0.8
|
%
|
||||
Total
|
0.9
|
%
|
||||
Other Third-Party Purchase Agreements
|
||||||
Renewable
|
22.0
|
%
|
||||
Large Hydroelectric
|
0.9
|
%
|
||||
Non-Renewable
|
6.6
|
%
|
||||
Total
|
29.5
|
%
|
||||
Others, Net
(2)
|
21.6
|
%
|
||||
Total
(3)
|
100.0
|
%
|
GWh
|
Percent of Bundled Retail Sales
|
|||||||
Biopower
|
3,458 | 4.6 | % | |||||
Geothermal
|
3,867 | 5.2 | % | |||||
Wind
|
5,399 | 7.2 | % | |||||
RPS-Eligible Hydroelectric
|
981 | 1.3 | % | |||||
Solar
|
6,478 | 8.7 | % | |||||
Total
|
20,183 | 27.0 | % |
Generation Type
|
County Location
|
Number of Units
|
Net Operating Capacity (MW)
|
||||||
Nuclear
(1)
:
|
|||||||||
Diablo Canyon
|
San Luis Obispo
|
2 | 2,240 | ||||||
Hydroelectric
(2)
:
|
|||||||||
Conventional
|
16 counties in northern and central California
|
104 | 2,677 | ||||||
Helms pumped storage
|
Fresno
|
3 | 1,212 | ||||||
Fossil fuel-fired:
|
|||||||||
Colusa Generating Station
|
Colusa
|
1 | 657 | ||||||
Gateway Generating Station
|
Contra Costa
|
1 | 580 | ||||||
Humboldt Bay Generating Station
|
Humboldt
|
10 | 163 | ||||||
Fuel Cell:
|
|||||||||
CSU East Bay Fuel Cell
|
Alameda
|
1 | 1 | ||||||
SF State Fuel Cell
|
San Francisco
|
2 | 2 | ||||||
Photovoltaic
(3):
|
Various
|
13 | 152 | ||||||
Total
|
137 | 7,684 | |||||||
2014
|
2013
|
2012
|
||||||||||
Customers (average for the year)
|
5,276,025 | 5,243,216 | 5,214,170 | |||||||||
Deliveries (in GWh)
(1)
|
86,303 | 86,513 | 86,113 | |||||||||
Revenues (in millions):
|
||||||||||||
Residential
|
$ | 4,784 | $ | 5,091 | $ | 4,953 | ||||||
Commercial
|
5,141 | 4,905 | 4,735 | |||||||||
Industrial
|
1,543 | 1,388 | 1,408 | |||||||||
Agricultural
|
1,172 | 1,021 | 901 | |||||||||
Public street and highway lighting
|
79 | 75 | 79 | |||||||||
Other
(2)
|
(172 | ) | (128 | ) | (11 | ) | ||||||
Subtotal
|
12,547 | 12,352 | 12,065 | |||||||||
Regulatory balancing accounts
(3)
|
1,109 | 137 | (51 | ) | ||||||||
Total operating revenues
|
$ | 13,656 | $ | 12,489 | $ | 12,014 | ||||||
Selected Statistics:
|
||||||||||||
Average annual residential usage (kWh)
|
6,458 | 6,752 | 5,961 | |||||||||
Average billed revenues per kWh:
|
||||||||||||
Residential
|
$ | 0.1603 | $ | 0.1643 | $ | 0.1594 | ||||||
Commercial
|
0.1585 | 0.1499 | 0.1449 | |||||||||
Industrial
|
0.0998 | 0.0928 | 0.917 | |||||||||
Agricultural
|
0.1516 | 0.1454 | 0.1458 | |||||||||
Net plant investment per customer
|
$ | 6,339 | $ | 6,002 | $ | 4,919 | ||||||
(1)
These amounts include electricity provided to direct access customers and CCAs who procure their own supplies of electricity.
|
2014
|
2013
|
2012
|
||||||||||
Customers (average for the year)
|
4,394,283 | 4,378,797 | 4,353,278 | |||||||||
Gas purchased (MMcf)
|
202,215 | 240,414 | 247,792 | |||||||||
Average price of natural gas purchased
|
$ | 4.09 | $ | 3.29 | $ | 2.45 | ||||||
Bundled gas sales (MMcf):
|
||||||||||||
Residential
|
143,514 | 181,775 | 185,376 | |||||||||
Commercial
|
42,080 | 46,668 | 47,341 | |||||||||
Total Bundled Gas Sales
|
185,594 | 228,443 | 232,717 | |||||||||
Revenues (in millions):
|
||||||||||||
Bundled gas sales:
|
||||||||||||
Residential
|
$ | 1,683 | $ | 1,870 | $ | 1,852 | ||||||
Commercial
|
419 | 395 | 383 | |||||||||
Other
|
51 | 44 | 66 | |||||||||
Bundled gas revenues
|
2,153 | 2,309 | 2,301 | |||||||||
Transportation service only revenue
|
662 | 555 | 499 | |||||||||
Subtotal
|
2,815 | 2,864 | 2,800 | |||||||||
Regulatory balancing accounts
|
617 | 240 | 221 | |||||||||
Total operating revenues
|
$ | 3,432 | $ | 3,104 | $ | 3,021 | ||||||
Selected Statistics:
|
||||||||||||
Average annual residential usage (Mcf)
|
34 | 44 | 45 | |||||||||
Average billed bundled gas sales revenues per Mcf:
|
||||||||||||
Residential
|
$ | 11.72 | $ | 10.29 | $ | 9.99 | ||||||
Commercial
|
9.96 | 8.47 | 8.09 | |||||||||
Net plant investment per customer
|
$ | 2,468 | $ | 2,234 | $ | 1,696 |
Amount (metric tonnes CO
2
– equivalent)
|
||||
Fossil Fuel-Fired Plants
(1)
|
2,382,463 | |||
Natural Gas Compressor Stations
(2)
|
325,701 | |||
Distribution Fugitive Natural Gas Emissions
|
213,858 | |||
Customer Natural Gas Use
(3)
|
43,506,493 | |||
Amount (Pounds of CO
2
per MWh)
|
||||
U.S. Average
(1)
|
1,232 | |||
California’s Average
(1)
|
611 | |||
Pacific Gas and Electric Company
(2)
|
427 | |||
2013
|
2012
|
|||||||
Total NO
x
Emissions (tons)
|
153 | 158 | ||||||
NO
x
Emissions Rate (pounds/MWh)
|
0.01 | 0.01 | ||||||
Total SO
2
Emissions (tons)
|
17 | 15 | ||||||
SO
2
Emissions Rate (pounds/MWh)
|
0.0011 | 0.0009 |
·
|
the breakdown or failure of equipment, electric transmission or distribution lines, or natural gas transmission and distribution pipelines, that can cause explosions, fires, or other catastrophic events (such as the San Bruno accident discussed in Item 7. MD&A.);
|
·
|
the release of radioactive materials caused by a nuclear accident, seismic activity, natural disaster, or terrorist act;
|
·
|
the failure of a large dam or other major hydroelectric facility, or the failure of one or more levees that protect land on which the Utility’s assets are built;
|
·
|
the failure to take expeditious or sufficient action to mitigate operating conditions, facilities, or equipment, that the Utility has identified, or reasonably should have identified, as unsafe, which failure then leads to a catastrophic event (such as a wild land fire or natural gas explosion), and the failure to respond effectively to a catastrophic event;
|
·
|
severe weather events such as storms, tornadoes, floods, drought, earthquakes, tsunamis, wild land and other fires, pandemics, solar events, electromagnetic events, or other natural disasters;
|
·
|
operator or other human error;
|
·
|
construction performed by third parties, such as ground excavation or “dig-ins” that damage the Utility’s underground facilities;
|
·
|
the release of hazardous or toxic substances into the air, water, or soil; and
|
·
|
attacks by third parties, including cyber-attacks, acts of terrorism, vandalism, or war.
|
Age
|
Positions Held Over Last Five Years
|
Time in Position
|
||||
Anthony F. Earley, Jr.
|
65
|
Chairman of the Board, Chief Executive Officer, and President, PG&E Corporation
|
September 13, 2011 to present
|
|||
Executive Chairman of the Board, DTE Energy Company
|
October 1, 2010 to September 12, 2011
|
|||||
Chairman of the Board and Chief Executive Officer, DTE Energy Company
|
August 1998 to September 30, 2010
|
|||||
Christopher P. Johns
|
54
|
President
|
August 1, 2009 to present
|
|||
Senior Vice President, Financial Services
|
May 1, 2009 to July 31, 2009
|
|||||
Senior Vice President and Chief Financial Officer, PG&E Corporation
|
May 1, 2009 to July 31, 2009
|
|||||
Nickolas Stavropoulos
|
56
|
Executive Vice President, Gas Operations
|
June 13, 2011 to present
|
|||
Executive Vice President and Chief Operating Officer, U.S. Gas Distribution, National Grid
|
August 2007 to March 31, 2011
|
|||||
Geisha J. Williams
|
53
|
Executive Vice President, Electric Operations
|
June 1, 2011 to present
|
|||
Senior Vice President, Energy Delivery
|
December 1, 2007 to May 31, 2011
|
|||||
Karen A. Austin
|
53
|
Senior Vice President and Chief Information Officer
|
June 1, 2011 to present
|
|||
President, Consumer Electronics, Sears Holdings
|
February 2009 to May 2011
|
|||||
Desmond A. Bell
|
52
|
Senior Vice President, Safety and Shared Services
|
January 1, 2012 to present
|
|||
Senior Vice President, Shared Services and Chief Procurement Officer
|
October 1, 2008 to December 31, 2011
|
|||||
Helen A. Burt
|
58
|
Senior Vice President, Corporate Affairs
|
September 18, 2014 to present
|
|||
Senior Vice President, Corporate Affairs, PG&E Corporation
|
September 18, 2014 to present
|
|||||
Senior Vice President and Chief Customer Officer
|
February 27, 2006 to September 17, 2014
|
|||||
Loraine M. Giammona
|
47
|
Senior Vice President and Chief Customer Officer
|
September 18, 2014 to present
|
|||
Vice President, Customer Service
|
January 23, 2012 to September 17, 2014
|
|||||
Regional Vice President, Customer Care, Comcast Cable
|
November 2002 to January 2012
|
|||||
Edward D. Halpin
|
53
|
Senior Vice President and Chief Nuclear Officer
|
April 2, 2012 to present
|
|||
President, Chief Executive Officer and Chief Nuclear Officer, South Texas Project Nuclear Operating Company
|
December 2009 to March 2012
|
|||||
Kent M. Harvey
|
56
|
Senior Vice President and Chief Financial Officer, PG&E Corporation
|
August 1, 2009 to present
|
|||
Senior Vice President, Financial Services
|
August 1, 2009 to present
|
Gregory K. Kiraly
|
50
|
Senior Vice President, Electric Distribution Operations
|
September 18, 2012 to present
|
|||
Vice President, Electric Distribution Operations
|
October 1, 2011 to September 17, 2012
|
|||||
Vice President, SmartMeter Operations
|
August 23, 2010 to September 30, 2011
|
|||||
Vice President, Electric Maintenance and Construction
|
January 1, 2010 to August 22, 2010
|
|||||
Steven E. Malnight
|
42
|
Senior Vice President, Regulatory Affairs
|
September 18, 2014 to present
|
|||
Vice President, Customer Energy Solutions
|
May 15, 2011 to September 17, 2014
|
|||||
Vice President, Integrated Demand Side Management
|
July 1, 2010 to May 14, 2011
|
|||||
Vice President, Renewable Energy
|
May 1, 2009 to June 30, 2010
|
|||||
Hyun Park
|
53
|
Senior Vice President and General Counsel, PG&E Corporation
|
November 13, 2006 to present
|
|||
John R. Simon
|
50
|
Senior Vice President, Human Resources
|
April 16, 2007 to present
|
|||
Senior Vice President, Human Resources, PG&E Corporation
|
April 16, 2007 to present
|
|||||
Jesus Soto, Jr.
|
47
|
Senior Vice President, Engineering, Construction and Operations
|
September 16, 2013 to present
|
|||
Senior Vice President, Gas Transmission Operations
|
May 29, 2012 to September 15, 2013
|
|||||
Vice President, Operations Services, El Paso Pipeline Group
|
May 2007 to May 2012
|
|||||
Fong Wan
|
53
|
Senior Vice President, Energy Procurement
|
October 1, 2008 to present
|
|||
Dinyar B. Mistry
|
53
|
Vice President, Chief Financial Officer, and Controller
|
October 1, 2011 to present
|
|||
Vice President and Controller, PG&E Corporation
|
March 8, 2010 to present
|
|||||
Vice President and Controller
|
March 8, 2010 to September 30, 2011
|
|||||
Vice President and Chief Risk and Audit Officer
|
September 16, 2009 to March 7, 2010
|
|||||
Vice President and Chief Risk and Audit Officer, PG&E Corporation
|
August 1, 2009 to March 7, 2010
|
|||||
(in millions, except per share amounts)
|
2014
|
2013
|
2012
|
2011
|
2010
|
|||||||||||||||
PG&E Corporation
|
||||||||||||||||||||
For the Year
|
||||||||||||||||||||
Operating revenues
|
$ | 17,090 | $ | 15,598 | $ | 15,040 | $ | 14,956 | $ | 13,841 | ||||||||||
Operating income
|
2,450 | 1,762 | 1,693 | 1,942 | 2,308 | |||||||||||||||
Income from continuing operations
|
1,450 | 828 | 830 | 858 | 1,113 | |||||||||||||||
Earnings per common share from continuing
|
||||||||||||||||||||
operations, basic
(1)
|
3.07 | 1.83 | 1.92 | 2.10 | 2.86 | |||||||||||||||
Earnings per common share from continuing
|
||||||||||||||||||||
operations, diluted
|
3.06 | 1.83 | 1.92 | 2.10 | 2.82 | |||||||||||||||
Dividends declared per common share
(2)
|
1.82 | 1.82 | 1.82 | 1.82 | 1.82 | |||||||||||||||
At Year-End
|
||||||||||||||||||||
Common stock price per share
|
$ | 53.24 | $ | 40.28 | $ | 40.18 | $ | 41.22 | $ | 47.84 | ||||||||||
Total assets
|
60,127 | 55,605 | 52,449 | 49,750 | 46,025 | |||||||||||||||
Long-term debt (excluding current portion)
|
15,050 | 12,717 | 12,517 | 11,766 | 10,906 | |||||||||||||||
Capital lease obligations (excluding current
|
||||||||||||||||||||
portion)
(3)
|
69 | 90 | 113 | 212 | 248 | |||||||||||||||
Energy recovery bonds (excluding current
|
||||||||||||||||||||
portion)
(4)
|
- | - | - | - | 423 | |||||||||||||||
Pacific Gas and Electric Company
|
||||||||||||||||||||
For the Year
|
||||||||||||||||||||
Operating revenues
|
$ | 17,088 | $ | 15,593 | $ | 15,035 | $ | 14,951 | $ | 13,840 | ||||||||||
Operating income
|
2,452 | 1,790 | 1,695 | 1,944 | 2,314 | |||||||||||||||
Income available for common stock
|
1,419 | 852 | 797 | 831 | 1,107 | |||||||||||||||
At Year-End
|
||||||||||||||||||||
Total assets
|
59,865 | 55,049 | 51,923 | 49,242 | 45,679 | |||||||||||||||
Long-term debt (excluding current portion)
|
14,700 | 12,717 | 12,167 | 11,417 | 10,557 | |||||||||||||||
Capital lease obligations (excluding current
|
||||||||||||||||||||
portion)
(3)
|
69 | 90 | 113 | 212 | 248 | |||||||||||||||
Energy recovery bonds (excluding current
|
||||||||||||||||||||
portion)
(4)
|
- | - | - | - | 423 | |||||||||||||||
(1)
See “Summary of Changes in Net Income and Earnings per Share” in Item 7. MD&A.
|
EPS
|
||||||||
(in millions, except per share amounts)
|
Earnings
|
(diluted)
|
||||||
Income Available for Common Shareholders - 2013
|
$ | 814 | $ | 1.83 | ||||
Natural gas matters
(1)
|
176 | 0.43 | ||||||
2014 GRC expense recovery
(2)
|
134 | 0.29 | ||||||
Tax benefit - repairs method and forecast change
(3)
|
115 | 0.24 | ||||||
Growth in rate base earnings
(4)
|
101 | 0.21 | ||||||
Gain on disposition of SolarCity stock
|
27 | 0.06 | ||||||
Regulatory matters
(5)
|
20 | 0.04 | ||||||
Gas transmission revenues
|
8 | 0.02 | ||||||
Uneconomic project and lease termination
|
8 | 0.02 | ||||||
Increase in shares outstanding
(6)
|
- | (0.15 | ) | |||||
Other
|
33 | 0.07 | ||||||
Income Available for Common Shareholders - 2014
|
$ | 1,436 | $ | 3.06 | ||||
·
|
The Outcome of Pending Investigations and Enforcement Matters.
The assigned CPUC ALJs overseeing the three pending investigations regarding the Utility’s gas transmission system and the San Bruno accident have issued decisions to impose total fines and disallowances of $1.4 billion on the Utility. The Utility and other parties have appealed the decisions and several Commissioners have requested reviews of the decisions. It is uncertain when the final outcome of these investigations will be determined. At December 31, 2014, the Consolidated Balance Sheets included an accrual of $200 million for the minimum amount of fines deemed probable. There is also a pending federal criminal indictment against the Utility alleging that the Utility knowingly and willfully violated the Pipeline Safety Act and illegally obstructed the NTSB’s investigation into the cause of the San Bruno accident. Based on the superseding indictment’s allegations, the maximum statutory fine would be $14 million and the maximum alternative fine would be approximately $1.13 billion. Federal and state authorities also are conducting investigations in connection with certain communications between the Utility and CPUC personnel. Fines may be imposed, or other regulatory or governmental enforcement action could be taken, with respect to these and other enforcement matters. (See “Enforcement and Litigation Matters" below.)
|
·
|
The Timing and Outcome of Ratemaking Proceedings
. In the GT&S rate case the Utility has requested that the CPUC authorize revenue requirements for the Utility’s gas transmission and storage operations from 2015 through 2017. The Utility has requested an increase in its 2015 revenue requirements of $555 million over the comparable authorized revenues, as well as increases for 2016 and 2017. In response to Utility’s violations of the CPUC’s rules regarding ex parte communications relating to the 2015 GT&S rate case, the CPUC issued a decision to disallow some GT&S incremental revenues that may otherwise be authorized in the final decision which is scheduled to be issued in August 2015. The Utility and other parties have filed applications requesting the CPUC to reconsider this decision. It is uncertain whether this decision will be upheld and what amount of revenue requirements will ultimately be authorized in the final GT&S rate case decision. It is also uncertain whether the final outcome of the pending CPUC investigations will affect the outcome of the 2015 GT&S rate case. In addition, the Utility has a TO rate case pending at the FERC. (See “Ratemaking and Other Regulatory Proceedings” below.) The outcome of regulatory proceedings can be affected by many factors, including the level of opposition by intervening parties, potential rate impacts, the Utility’s reputation, the regulatory and political environments, and other factors discussed in Item 1A. Risk Factors.
|
·
|
The Ability of the Utility to Control Operating Costs and Capital Expenditures.
PG&E Corporation’s and the Utility’s future results of operations, financial condition, and cash flows could be materially affected if the Utility’s actual costs differ from the amounts authorized in the final 2014 GRC decision and future rate case decisions. During the quarter ended December 31, 2014, the Utility recorded a charge of $116 million for the increase in the Utility’s forecast of PSEP capital expenditures that are expected to exceed authorized amounts. The Utility could incur additional charges in the future if the forecast of PSEP-related capital expenditures increases. The Utility also forecasts that in 2015 it will incur unrecovered pipeline-related expenses ranging from $100 million to $150 million, including costs to perform continuing work under the Utility’s PSEP and other gas transmission safety work, as well as legal and other expenses. Actual costs could be higher. The final outcome of the pending CPUC investigations and the CPUC enforcement actions with respect to the Utility’s violations of the ex parte communication rules also could affect the ultimate amount of unrecovered costs.
|
·
|
The Amount and Timing of the Utility’s Financing Needs.
PG&E Corporation contributes equity to the Utility as needed to maintain the Utility’s CPUC-authorized capital structure. In 2014, PG&E Corporation issued $802 million of common stock and made equity contributions to the Utility of $705 million. PG&E Corporation forecasts that it will continue issuing a material amount of equity to support the Utility’s capital expenditures and to fund unrecovered pipeline-related costs. PG&E Corporation expects that it will issue additional common stock to fund its equity contributions to enable the Utility to pay fines and compliance costs as may be required by the final outcomes of the CPUC investigations, the criminal proceeding, and the other enforcements matters. These additional issuances could have a material dilutive effect on PG&E Corporation’s EPS. PG&E Corporation’s and the Utility’s ability to access the capital markets and the terms and rates of future financings could be affected by the outcome of the matters discussed in “Enforcement and Litigation Matters” below, changes in their respective credit ratings, general economic and market conditions, and other factors.
|
2014
|
2013
|
2012
|
||||||||||
Consolidated Total
|
$ | 1,436 | $ | 814 | $ | 816 | ||||||
PG&E Corporation
|
17 | (38 | ) | 19 | ||||||||
Utility
|
$ | 1,419 | $ | 852 | $ | 797 | ||||||
2014
|
2013
|
2012
|
||||||||||||||||||||||||||||||||||
Revenues and Costs:
|
Revenues and Costs:
|
Revenues and Costs:
|
||||||||||||||||||||||||||||||||||
(in millions)
|
That Impacted Earnings
|
That Did Not Impact Earnings
|
Total Utility
|
That Impacted Earnings
|
That Did Not Impact Earnings
|
Total Utility
|
That Impacted Earnings
|
That Did Not Impact Earnings
|
Total Utility
|
|||||||||||||||||||||||||||
Electric operating revenues
|
$ | 7,059 | $ | 6,597 | $ | 13,656 | $ | 6,465 | $ | 6,024 | $ | 12,489 | $ | 6,414 | $ | 5,600 | $ | 12,014 | ||||||||||||||||||
Natural gas operating revenues
|
2,072 | 1,360 | 3,432 | 1,776 | 1,328 | 3,104 | 1,772 | 1,249 | 3,021 | |||||||||||||||||||||||||||
Total operating revenues
|
9,131 | 7,957 | 17,088 | 8,241 | 7,352 | 15,593 | 8,186 | 6,849 | 15,035 | |||||||||||||||||||||||||||
Cost of electricity
|
- | 5,615 | 5,615 | - | 5,016 | 5,016 | - | 4,162 | 4,162 | |||||||||||||||||||||||||||
Cost of natural gas
|
- | 954 | 954 | - | 968 | 968 | - | 861 | 861 | |||||||||||||||||||||||||||
Operating and maintenance
|
4,247 | 1,388 | 5,635 | 4,374 | 1,368 | 5,742 | 4,563 | 1,482 | 6,045 | |||||||||||||||||||||||||||
Depreciation, amortization, and decommissioning
|
2,432 | - | 2,432 | 2,077 | - | 2,077 | 1,928 | 344 | 2,272 | |||||||||||||||||||||||||||
Total operating expenses
|
6,679 | 7,957 | 14,636 | 6,451 | 7,352 | 13,803 | 6,491 | 6,849 | 13,340 | |||||||||||||||||||||||||||
Operating income
|
2,452 | - | 2,452 | 1,790 | - | 1,790 | 1,695 | - | 1,695 | |||||||||||||||||||||||||||
Interest income
(1)
|
8 | 8 | 6 | |||||||||||||||||||||||||||||||||
Interest expense
(1)
|
(720 | ) | (690 | ) | (680 | ) | ||||||||||||||||||||||||||||||
Other income, net
(1)
|
77 | 84 | 88 | |||||||||||||||||||||||||||||||||
Income before income taxes
|
1,817 | 1,192 | 1,109 | |||||||||||||||||||||||||||||||||
Income tax provision
(1)
|
384 | 326 | 298 | |||||||||||||||||||||||||||||||||
Net income
|
1,433 | 866 | 811 | |||||||||||||||||||||||||||||||||
Preferred stock dividend requirement
(1)
|
14 | 14 | 14 | |||||||||||||||||||||||||||||||||
Income Available for Common Stock
|
$ | 1,419 | $ | 852 | $ | 797 | ||||||||||||||||||||||||||||||
2014
|
2013
|
2012
|
Cumulative December 31, 2014
|
|||||||||||||
Pipeline-related expenses
(1)
|
$ | 347 | $ | 387 | $ | 477 | $ | 1,757 | ||||||||
Disallowed capital expenditures
(2)
|
116 | 196 | 353 | 665 | ||||||||||||
Accrued fines
(3)
|
12 | 22 | 17 | 251 | ||||||||||||
Third-party liability claims
(4)
|
(7 | ) | 110 | 80 | 558 | |||||||||||
Insurance recoveries
(5)
|
(112 | ) | (70 | ) | (185 | ) | (466 | ) | ||||||||
Contribution to City of San Bruno
|
- | - | 70 | 70 | ||||||||||||
Total natural gas matters
|
$ | 356 | $ | 645 | $ | 812 | $ | 2,835 | ||||||||
2014
|
2013
|
2012
|
||||||||||
Federal statutory income tax rate
|
35.0 | % | 35.0 | % | 35.0 | % | ||||||
Increase (decrease) in income tax rate resulting from:
|
||||||||||||
State income tax (net of federal benefit)
(1)
|
1.6 | (2.2 | ) | (3.0 | ) | |||||||
Effect of regulatory treatment of fixed asset differences
(2)
|
(14.7 | ) | (3.8 | ) | (3.9 | ) | ||||||
Tax credits
|
(0.7 | ) | (0.4 | ) | (0.6 | ) | ||||||
Benefit of loss carryback
|
(0.8 | ) | (1.0 | ) | (0.4 | ) | ||||||
Non deductible penalties
|
0.3 | 0.7 | 0.5 | |||||||||
Other, net
|
0.4 | (0.9 | ) | (0.8 | ) | |||||||
Effective tax rate
|
21.1 | % | 27.4 | % | 26.8 | % | ||||||
(1)
Includes the effect of state flow-through ratemaking treatment.
|
(2)
Represents effect of federal flow-through ratemaking treatment including those deductions related to repairs and certain other property-related costs discussed above.
|
2014
|
2013
|
2012
|
||||||||||
Cost of purchased power
|
$ | 5,266 | $ | 4,696 | $ | 3,873 | ||||||
Fuel used in own generation facilities
|
349 | 320 | 289 | |||||||||
Total cost of electricity
|
$ | 5,615 | $ | 5,016 | $ | 4,162 | ||||||
Average cost of purchased power per kWh
|
$ | 0.101 | $ | 0.094 | $ | 0.079 | ||||||
Total purchased power (in millions of kWh)
|
52,008 | 49,941 | 48,933 |
2014
|
2013
|
2012
|
||||||||||
Cost of natural gas sold
|
$ | 813 | $ | 807 | $ | 676 | ||||||
Transportation cost of natural gas sold
|
141 | 161 | 185 | |||||||||
Total cost of natural gas
|
$ | 954 | $ | 968 | $ | 861 | ||||||
Average cost per Mcf of natural gas sold
|
$ | 4.37 | $ | 3.54 | $ | 2.91 | ||||||
Total natural gas sold (in millions of Mcf)
(1)
|
186 | 228 | 232 | |||||||||
(1)
One thousand cubic feet
|
2014
|
2013
|
2012
|
||||||||||
PG&E Corporation:
|
||||||||||||
Common stock dividends paid
|
$ | 802 | $ | 782 | $ | 746 | ||||||
Common stock dividends reinvested in Dividend Reinvestment
|
||||||||||||
and Stock Purchase Plan
|
21 | 22 | 22 | |||||||||
Utility:
|
||||||||||||
Common stock dividends paid
|
$ | 716 | $ | 716 | $ | 716 | ||||||
Preferred stock dividends paid
|
14 | 14 | 14 |
·
the Board of Directors of PG&E Corporation declared quarterly common stock dividends of $0.455 per share, totaling $217 million, of which approximately $211 million was paid in January 2015 to shareholders of record on December 31, 2014;
|
·
the Board of Directors of the Utility declared dividends on its outstanding series of preferred stock, payable in February 2015, to shareholders of record on January 30, 2015.
|
2014
|
2013
|
2012
|
||||||||||
Net income
|
$ | 1,433 | $ | 866 | $ | 811 | ||||||
Adjustments to reconcile net income to net cash provided by operating
|
||||||||||||
activities:
|
||||||||||||
Depreciation, amortization, and decommissioning
|
2,432 | 2,077 | 2,272 | |||||||||
Allowance for equity funds used during construction
|
(100 | ) | (101 | ) | (107 | ) | ||||||
Deferred income taxes and tax credits, net
|
731 | 1,103 | 684 | |||||||||
PSEP disallowed capital expenditures
|
116 | 196 | 353 | |||||||||
Other
|
226 | 299 | 236 | |||||||||
Effect of changes in operating assets and liabilities:
|
(1,219 | ) | (1,024 | ) | 679 | |||||||
Net cash provided by operating activities
|
$ | 3,619 | $ | 3,416 | $ | 4,928 |
·
|
the timing and outcome of ratemaking proceedings, including the 2015 GT&S rate case;
|
·
|
the timing and amount of fines or penalties that will be imposed in connection with the pending investigations and other enforcement matters, as well as any costs associated with remedial actions the Utility may be required to implement (see “Enforcement and Litigation Matters” below);
|
·
|
the timing and amount of pipeline-related costs the Utility incurs, but does not recover, associated with its natural gas system (see “Operating and Maintenance” within “Results of Operations – Utility Revenues and Costs that Impacted Earnings” above);
|
·
|
the volatility in energy commodity costs and seasonal load;
|
·
|
the timing and amount of tax payments, tax refunds, net collateral payments, and interest payments; and
|
·
|
the timing of the resolution of the Chapter 11 disputed claims and the related refunds passed through to customers (see Note 12 of the Notes to the Consolidated Financial Statements in Item 8).
|
2014
|
2013
|
2012
|
||||||||||
Capital expenditures
|
$ | (4,833 | ) | $ | (5,207 | ) | $ | (4,624 | ) | |||
Decrease in restricted cash
|
3 | 29 | 50 | |||||||||
Proceeds from sales and maturities of nuclear decommissioning trust investments
|
1,336 | 1,619 | 1,133 | |||||||||
Purchases of nuclear decommissioning trust investments
|
(1,334 | ) | (1,604 | ) | (1,189 | ) | ||||||
Other
|
29 | 21 | 16 | |||||||||
Net cash used in investing activities
|
$ | (4,799 | ) | $ | (5,142 | ) | $ | (4,614 | ) |
2014
|
2013
|
2012
|
||||||||||
Net issuances (repayments) of commercial paper, net of discount
|
$ | (583 | ) | $ | 542 | $ | (1,021 | ) | ||||
Proceeds from issuance of short-term debt, net of issuance costs
|
300 | - | - | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount, and
|
||||||||||||
issuance costs
|
1,961 | 1,532 | 1,137 | |||||||||
Short-term debt matured
|
- | - | (250 | ) | ||||||||
Repayments of long-term debt
|
(539 | ) | (861 | ) | (50 | ) | ||||||
Energy recovery bonds matured
|
- | - | (423 | ) | ||||||||
Preferred stock dividends paid
|
(14 | ) | (14 | ) | (14 | ) | ||||||
Common stock dividends paid
|
(716 | ) | (716 | ) | (716 | ) | ||||||
Equity contribution from PG&E Corporation
|
705 | 1,140 | 885 | |||||||||
Other
|
56 | (26 | ) | 28 | ||||||||
Net cash provided by (used in) financing activities
|
$ | 1,170 | $ | 1,597 | $ | (424 | ) |
Payment due by period
|
||||||||||||||||||||
Less Than
|
1-3 | 3-5 |
More Than
|
|||||||||||||||||
(in millions)
|
1 Year
|
Years
|
Years
|
5 Years
|
Total
|
|||||||||||||||
Utility
|
||||||||||||||||||||
Long-term debt
(1)
:
|
$ | 714 | $ | 2,304 | $ | 2,870 | $ | 21,779 | $ | 27,667 | ||||||||||
Purchase obligations
(2)
:
|
||||||||||||||||||||
Power purchase agreements:
|
3,566 | 6,839 | 6,239 | 33,896 | 50,540 | |||||||||||||||
Natural gas supply, transportation, and storage
|
544 | 271 | 214 | 648 | 1,677 | |||||||||||||||
Nuclear fuel agreements
|
138 | 260 | 224 | 429 | 1,051 | |||||||||||||||
Pension and other benefits
(3)
|
388 | 776 | 776 | 388 | 2,328 | |||||||||||||||
Operating leases
(2)
|
44 | 76 | 57 | 183 | 360 | |||||||||||||||
Preferred dividends
(4)
|
14 | 28 | 28 | - | 70 | |||||||||||||||
PG&E Corporation
|
||||||||||||||||||||
Long-term debt
(1)
:
|
8 | 16 | 359 | - | 383 | |||||||||||||||
Total Contractual Commitments
|
$ | 5,416 | $ | 10,570 | $ | 10,767 | $ | 57,323 | $ | 84,076 | ||||||||||
(1)
Includes interest payments over the terms of the debt. Interest is calculated using the applicable interest rate at December 31, 2014 and outstanding principal for each instrument with the terms ending at each instrument’s maturity. (See Note 4 of the Notes to the Consolidated Financial Statements in Item 8.)
|
(2)
See Note 14 of the Notes to the Consolidated Financial Statements in Item 8.
|
(3)
See Note 11 of the Notes to the Consolidated Financial Statements in Item 8. Payments into the pension and other benefits plans are based on annual contribution requirements. As these annual requirements continue indefinitely into the future, the amount shown in the column entitled “more than 5 years” represents only 1 year of contributions for the Utility’s pension and other benefit plans.
|
(4)
Based on historical performance, it is assumed for purposes of the table above that dividends are payable within a fixed period of five years.
|
Amounts (in millions)
|
||||
Fine payable to the State General Fund
|
$ | 950 | ||
Refund of revenues previously authorized
|
400 | |||
Additional estimated unrecoverable costs
(1)
|
50 | |||
Total penalty
|
1,400 | |||
PSEP costs previously disallowed
|
635 | |||
Total penalty and PSEP cost disallowance
|
2,035 | |||
Gas pipeline safety costs incurred or committed
(2)
|
2,800 | |||
Less: Credit for PSEP costs previously disallowed
|
(635 | ) | ||
Total estimated shareholder impact before non-deductibility of fines
|
4,200 | |||
Estimated impact of non-deductibility of fines for tax purposes
(3)
|
650 | |||
Total estimated shareholder impact (pre-tax)
|
$ | 4,850 | ||
Net Credit
|
|||||||||||||||||||||
Number of
|
Exposure to
|
||||||||||||||||||||
Gross Credit
|
Wholesale
|
Wholesale
|
|||||||||||||||||||
Exposure
|
Customers or
|
Customers or
|
|||||||||||||||||||
Before Credit
|
Credit
|
Net Credit
|
Counterparties
|
Counterparties
|
|||||||||||||||||
(in millions)
|
Collateral
(1)
|
Collateral
|
Exposure
(2)
|
>10%
|
>10%
|
||||||||||||||||
December 31, 2014
|
$ | 88 | $ | (18 | ) | $ | 70 | 3 | 29 | ||||||||||||
December 31, 2013
|
87 | $ | (9 | ) | $ | 78 | 2 | 34 | |||||||||||||
Increase
|
Increase in Projected
|
|||||||||||
(Decrease) in
|
Increase in 2014 Pension
|
Benefit Obligation at
|
||||||||||
(in millions)
|
Assumption
|
Costs
|
December 31, 2014
|
|||||||||
Discount rate
|
(0.50 | ) % | $ | 52 | $ | 1,319 | ||||||
Rate of return on plan assets
|
(0.50 | ) % | 62 | - | ||||||||
Rate of increase in compensation
|
0.50 | % | 32 | 316 |
Increase
|
Increase in 2014
|
Increase in Accumulated
|
||||||||||
(Decrease) in
|
Other Postretirement
|
Benefit Obligation at
|
||||||||||
(in millions)
|
Assumption
|
Benefit Costs
|
December 31, 2014
|
|||||||||
Health care cost trend rate
|
0.50 | % | $ | 4 | $ | 53 | ||||||
Discount rate
|
(0.50 | ) % | 3 | 128 | ||||||||
Rate of return on plan assets
|
(0.50 | ) % | 9 | - |
·
|
the final outcomes of the pending CPUC investigations and enforcement matters, the federal criminal prosecution of the Utility, and the other investigations that have been or may be commenced relating to the Utility’s compliance with natural gas-related laws and regulations, including the ultimate amount of fines imposed, whether a monitor is appointed to oversee the Utility’s natural gas operations, and the ultimate amount of costs related to the Utility’s natural gas operations that is disallowed or unrecoverable;
|
·
|
the timing and outcome of additional regulatory enforcement actions or criminal investigations that may be or have been commenced relating to communications between the Utility and the CPUC that may have violated the CPUC’s rules regarding ex parte communications or are alleged to otherwise be improper, and whether such outcomes or investigations negatively affect the final decisions to be issued in the 2015 GT&S rate case, the pending CPUC investigations, or other ratemaking proceedings;
|
·
|
whether PG&E Corporation and the Utility are able to repair the harm to their reputations caused by negative publicity about the San Bruno accident, the criminal prosecution, the citations issued by the SED against the Utility under the CPUC’s gas safety citation program, the state and federal investigations, the CPUC’s restrictions on the Utility’s communications with the CPUC, and the Utility’s ongoing work to remove encroachments from transmission pipeline rights-of-way;
|
·
|
the restrictions on communications between the Utility and the CPUC that have been imposed by the CPUC that, along with continuing public criticism of the Utility and the CPUC, may make it more difficult for the Utility to sustain or repair a constructive working relationship with the CPUC and achieve balanced regulatory outcomes;
|
·
|
the timing and outcome of ratemaking proceedings (such as the 2015 GT&S rate case and the TO rate case) and whether the cost and revenue forecasts assumed in such outcomes prove to be accurate;
|
·
|
the amount and timing of additional common stock and debt issuances by PG&E Corporation, the proceeds of which are contributed as equity to maintain the Utility’s authorized capital structure as the Utility incurs charges and costs that it cannot recover through rates, including costs and fines associated with natural gas matters and the pending investigations;
|
·
|
the outcomes of future investigations or other enforcement proceedings that may be commenced relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to its operations, including the construction, expansion or replacement of its electric and gas facilities; inspection and maintenance practices, customer billing and privacy, and physical and cyber security; and whether the current or potentially worsening state regulatory environment increases the likelihood of unfavorable outcomes;
|
·
|
the impact of environmental laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility’s known and unknown remediation obligations; the extent to which the Utility is able to recover environmental costs in rates or from other sources; and the ultimate amount of environmental costs the Utility incurs but does not recover, such as the remediation costs associated with the Utility’s natural gas compressor station site located near Hinkley, California;
|
·
|
the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, cooling water intake, or other issues; and whether the Utility decides to request that the NRC resume processing the Utility’s renewal application for the two Diablo Canyon operating licenses, and if so, whether the NRC grants the renewal;
|
·
|
the impact of droughts or other weather-related conditions or events, climate change, natural disasters, acts of terrorism, war, or vandalism (including cyber-attacks), and other events, that can cause unplanned outages, reduce generating output, disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies; and subject the Utility to third-party liability for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory penalties on the Utility;
|
·
|
the impact of environmental laws and regulations aimed at the reduction of CO
2
and GHGs, and whether the Utility is able to continue recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade regulations and the cost of renewable energy procurement;
|
·
|
the impact that reductions in customer demand for electricity and natural gas have on the Utility’s ability to make and recover its investments through rates and earn its authorized ROE;
|
·
|
the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, especially if the integration of renewable generation resources force conventional generation resource providers to curtail production, triggering “take or pay” provisions in the Utility’s power purchase agreements;
|
·
|
whether the Utility’s information technology, operating systems and networks, including the advanced metering system infrastructure, customer billing, financial, and other systems, can continue to function accurately while meeting regulatory requirements; whether the Utility is able to protect its operating systems and networks from damage, disruption, or failure caused by cyber-attacks, computer viruses, or other hazards; whether the Utility’s security measures are sufficient to protect against unauthorized or inadvertent disclosure of information contained in such systems and networks; and whether the Utility can continue to rely on third-party vendors and contractors that maintain and support some of the Utility’s operating systems;
|
·
|
the extent to which costs incurred in connection with third-party claims or litigation can be recovered through insurance, rates, or from other third parties; including the timing and amount of insurance recoveries related to third party claims arising from the San Bruno accident;
|
·
|
the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms;
|
·
|
changes in credit ratings which could result in increased borrowing costs especially if PG&E Corporation or the Utility were to lose its investment grade credit ratings;
|
·
|
the impact of federal or state laws or regulations, or their interpretation, on energy policy and the regulation of utilities and their holding companies, including how the CPUC interprets and enforces the financial and other conditions imposed on PG&E Corporation when it became the Utility’s holding company, and whether the ultimate outcomes of the CPUC’s pending investigations, the criminal prosecution, and other enforcement matters affect the Utility’s ability to make distributions to PG&E Corporation, and, in turn, PG&E Corporation’s ability to pay dividends;
|
·
|
the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their interpretation; and
|
·
|
the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in their interpretation or application.
|
Year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Operating Revenues
|
||||||||||||
Electric
|
$ | 13,658 | $ | 12,494 | $ | 12,019 | ||||||
Natural gas
|
3,432 | 3,104 | 3,021 | |||||||||
Total operating revenues
|
17,090 | 15,598 | 15,040 | |||||||||
Operating Expenses
|
||||||||||||
Cost of electricity
|
5,615 | 5,016 | 4,162 | |||||||||
Cost of natural gas
|
954 | 968 | 861 | |||||||||
Operating and maintenance
|
5,638 | 5,775 | 6,052 | |||||||||
Depreciation, amortization, and decommissioning
|
2,433 | 2,077 | 2,272 | |||||||||
Total operating expenses
|
14,640 | 13,836 | 13,347 | |||||||||
Operating Income
|
2,450 | 1,762 | 1,693 | |||||||||
Interest income
|
9 | 9 | 7 | |||||||||
Interest expense
|
(734 | ) | (715 | ) | (703 | ) | ||||||
Other income, net
|
70 | 40 | 70 | |||||||||
Income Before Income Taxes
|
1,795 | 1,096 | 1,067 | |||||||||
Income tax provision
|
345 | 268 | 237 | |||||||||
Net Income
|
1,450 | 828 | 830 | |||||||||
Preferred stock dividend requirement of subsidiary
|
14 | 14 | 14 | |||||||||
Income Available for Common Shareholders
|
$ | 1,436 | $ | 814 | $ | 816 | ||||||
Weighted Average Common Shares Outstanding, Basic
|
468 | 444 | 424 | |||||||||
Weighted Average Common Shares Outstanding, Diluted
|
470 | 445 | 425 | |||||||||
Net Earnings Per Common Share, Basic
|
$ | 3.07 | $ | 1.83 | $ | 1.92 | ||||||
Net Earnings Per Common Share, Diluted
|
$ | 3.06 | $ | 1.83 | $ | 1.92 | ||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Year ended December 31,
|
||||||||||||
(in millions)
|
2014
|
2013
|
2012
|
|||||||||
Net Income
|
$ | 1,450 | $ | 828 | $ | 830 | ||||||
Other Comprehensive Income
|
||||||||||||
Pension and other postretirement benefit plans obligations
|
||||||||||||
(net of taxes of $10, $80, and $72, at respective dates)
|
(14 | ) | 113 | 108 | ||||||||
Net change in investments
|
||||||||||||
(net of taxes of $17, $26, and $3 at respective dates)
|
(25 | ) | 38 | 4 | ||||||||
Total other comprehensive income (loss)
|
(39 | ) | 151 | 112 | ||||||||
Comprehensive Income
|
1,411 | 979 | 942 | |||||||||
Preferred stock dividend requirement of subsidiary
|
14 | 14 | 14 | |||||||||
Comprehensive Income Attributable to Common Shareholders
|
$ | 1,397 | $ | 965 | $ | 928 | ||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Balance at December 31,
|
||||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 151 | $ | 296 | ||||
Restricted cash
|
298 | 301 | ||||||
Accounts receivable
|
||||||||
Customers (net of allowance for doubtful accounts of $66 and $80 at
|
||||||||
December 31, 2014 and 2013, respectively)
|
960 | 1,091 | ||||||
Accrued unbilled revenue
|
776 | 766 | ||||||
Regulatory balancing accounts
|
2,266 | 1,124 | ||||||
Other
|
377 | 312 | ||||||
Regulatory assets
|
444 | 448 | ||||||
Inventories
|
||||||||
Gas stored underground and fuel oil
|
172 | 137 | ||||||
Materials and supplies
|
304 | 317 | ||||||
Income taxes receivable
|
198 | 574 | ||||||
Other
|
443 | 611 | ||||||
Total current assets
|
6,389 | 5,977 | ||||||
Property, Plant, and Equipment
|
||||||||
Electric
|
45,162 | 42,881 | ||||||
Gas
|
15,678 | 14,379 | ||||||
Construction work in progress
|
2,220 | 1,834 | ||||||
Other
|
2 | 2 | ||||||
Total property, plant, and equipment
|
63,062 | 59,096 | ||||||
Accumulated depreciation
|
(19,121 | ) | (17,844 | ) | ||||
Net property, plant, and equipment
|
43,941 | 41,252 | ||||||
Other Noncurrent Assets
|
||||||||
Regulatory assets
|
6,322 | 4,913 | ||||||
Nuclear decommissioning trusts
|
2,421 | 2,342 | ||||||
Income taxes receivable
|
91 | 85 | ||||||
Other
|
963 | 1,036 | ||||||
Total other noncurrent assets
|
9,797 | 8,376 | ||||||
TOTAL ASSETS
|
$ | 60,127 | $ | 55,605 | ||||
See accompanying Notes to the Consolidated Financial Statements.
|
Balance at December 31,
|
||||||||
2014
|
2013
|
|||||||
LIABILITIES AND EQUITY
|
||||||||
Current Liabilities
|
||||||||
Short-term borrowings
|
$ | 633 | $ | 1,174 | ||||
Long-term debt, classified as current
|
- | 889 | ||||||
Accounts payable
|
||||||||
Trade creditors
|
1,244 | 1,293 | ||||||
Regulatory balancing accounts
|
1,090 | 1,008 | ||||||
Other
|
476 | 471 | ||||||
Disputed claims and customer refunds
|
434 | 154 | ||||||
Interest payable
|
197 | 892 | ||||||
Other
|
1,846 | 1,612 | ||||||
Total current liabilities
|
5,920 | 7,493 | ||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
15,050 | 12,717 | ||||||
Regulatory liabilities
|
6,290 | 5,660 | ||||||
Pension and other postretirement benefits
|
2,561 | 1,601 | ||||||
Asset retirement obligations
|
3,575 | 3,539 | ||||||
Deferred income taxes
|
8,513 | 7,823 | ||||||
Other
|
2,218 | 2,178 | ||||||
Total noncurrent liabilities
|
38,207 | 33,518 | ||||||
Commitments and Contingencies (Note 14)
|
||||||||
Equity
|
||||||||
Shareholders' Equity
|
||||||||
Common stock, no par value, authorized 800,000,000 shares;
|
||||||||
475,913,404 shares outstanding at December 31, 2014 and
|
||||||||
456,670,424 shares outstanding at December 31, 2013
|
10,421 | 9,550 | ||||||
Reinvested earnings
|
5,316 | 4,742 | ||||||
Accumulated other comprehensive income
|
11 | 50 | ||||||
Total shareholders' equity
|
15,748 | 14,342 | ||||||
Noncontrolling Interest - Preferred Stock of Subsidiary
|
252 | 252 | ||||||
Total equity
|
16,000 | 14,594 | ||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 60,127 | $ | 55,605 | ||||
See accompanying Notes to the Consolidated Financial Statements.
|
Year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net income
|
$ | 1,450 | $ | 828 | $ | 830 | ||||||
Adjustments to reconcile net income to net cash provided by
|
||||||||||||
operating activities:
|
||||||||||||
Depreciation, amortization, and decommissioning
|
2,433 | 2,077 | 2,272 | |||||||||
Allowance for equity funds used during construction
|
(100 | ) | (101 | ) | (107 | ) | ||||||
Deferred income taxes and tax credits, net
|
690 | 1,075 | 648 | |||||||||
PSEP disallowed capital expenditures
|
116 | 196 | 353 | |||||||||
Other
|
286 | 355 | 290 | |||||||||
Effect of changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
13 | (152 | ) | (40 | ) | |||||||
Inventories
|
(22 | ) | (10 | ) | (24 | ) | ||||||
Accounts payable
|
(61 | ) | 113 | (4 | ) | |||||||
Income taxes receivable/payable
|
376 | (363 | ) | (132 | ) | |||||||
Other current assets and liabilities
|
205 | (469 | ) | 262 | ||||||||
Regulatory assets, liabilities, and balancing accounts, net
|
(1,642 | ) | (202 | ) | 291 | |||||||
Other noncurrent assets and liabilities
|
(67 | ) | 80 | 243 | ||||||||
Net cash provided by operating activities
|
3,677 | 3,427 | 4,882 | |||||||||
Cash Flows from Investing Activities
|
||||||||||||
Capital expenditures
|
(4,833 | ) | (5,207 | ) | (4,624 | ) | ||||||
Decrease in restricted cash
|
3 | 29 | 50 | |||||||||
Proceeds from sales and maturities of nuclear decommissioning
|
||||||||||||
trust investments
|
1,336 | 1,619 | 1,133 | |||||||||
Purchases of nuclear decommissioning trust investments
|
(1,334 | ) | (1,604 | ) | (1,189 | ) | ||||||
Other
|
114 | 56 | 104 | |||||||||
Net cash used in investing activities
|
(4,714 | ) | (5,107 | ) | (4,526 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Borrowings under revolving credit facilities
|
- | 140 | 120 | |||||||||
Repayments under revolving credit facilities
|
(260 | ) | - | - | ||||||||
Net issuances (repayments) of commercial paper, net of discount
|
||||||||||||
of $2, $2, and $3 at respective dates
|
(583 | ) | 542 | (1,021 | ) | |||||||
Proceeds from issuance of short-term debt, net of issuance costs
|
300 | - | - | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount,
|
||||||||||||
and issuance costs of $17, $18 and $13 at respective dates
|
2,308 | 1,532 | 1,137 | |||||||||
Short-term debt matured
|
- | - | (250 | ) | ||||||||
Repayments of long-term debt
|
(889 | ) | (861 | ) | (50 | ) | ||||||
Energy recovery bonds matured
|
- | - | (423 | ) | ||||||||
Common stock issued
|
802 | 1,045 | 751 | |||||||||
Common stock dividends paid
|
(828 | ) | (782 | ) | (746 | ) | ||||||
Other
|
42 | (41 | ) | 14 | ||||||||
Net cash provided by (used in) financing activities
|
892 | 1,575 | (468 | ) | ||||||||
Net change in cash and cash equivalents
|
(145 | ) | (105 | ) | (112 | ) | ||||||
Cash and cash equivalents at January 1
|
296 | 401 | 513 | |||||||||
Cash and cash equivalents at December 31
|
$ | 151 | $ | 296 | $ | 401 | ||||||
Supplemental disclosures of cash flow information
|
||||||||||||
Cash received (paid) for:
|
||||||||||||
Interest, net of amounts capitalized
|
$ | (633 | ) | $ | (623 | ) | $ | (594 | ) | |||
Income taxes, net
|
501 | (41 | ) | 114 | ||||||||
Supplemental disclosures of noncash investing and financing
|
||||||||||||
activities
|
||||||||||||
Common stock dividends declared but not yet paid
|
$ | 217 | $ | 208 | $ | 196 | ||||||
Capital expenditures financed through accounts payable
|
339 | 322 | 362 | |||||||||
Noncash common stock issuances
|
21 | 22 | 22 | |||||||||
Terminated capital leases
|
71 | - | 136 | |||||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Non
|
||||||||||||||||||||||||||||
Accumulated
|
controlling
|
|||||||||||||||||||||||||||
Other
|
Interest -
|
|||||||||||||||||||||||||||
Common
|
Common
|
Comprehensive
|
Total
|
Preferred
|
||||||||||||||||||||||||
Stock
|
Stock
|
Reinvested
|
Income
|
Shareholders'
|
Stock of
|
Total
|
||||||||||||||||||||||
Shares
|
Amount
|
Earnings
|
(Loss)
|
Equity
|
Subsidiary
|
Equity
|
||||||||||||||||||||||
Balance at December 31, 2011
|
412,257,082 | 7,602 | 4,712 | (213 | ) | 12,101 | 252 | 12,353 | ||||||||||||||||||||
Net income
|
- | - | 830 | - | 830 | - | 830 | |||||||||||||||||||||
Other comprehensive income
|
- | - | - | 112 | 112 | - | 112 | |||||||||||||||||||||
Common stock issued, net
|
18,461,211 | 773 | - | - | 773 | - | 773 | |||||||||||||||||||||
Stock-based compensation amortization
|
- | 52 | - | - | 52 | - | 52 | |||||||||||||||||||||
Common stock dividends declared
|
- | - | (781 | ) | - | (781 | ) | - | (781 | ) | ||||||||||||||||||
Tax benefit from employee stock plans
|
- | 1 | - | - | 1 | - | 1 | |||||||||||||||||||||
Preferred stock dividend requirement of
|
||||||||||||||||||||||||||||
subsidiary
|
- | - | (14 | ) | - | (14 | ) | - | (14 | ) | ||||||||||||||||||
Balance at December 31, 2012
|
430,718,293 | 8,428 | 4,747 | (101 | ) | 13,074 | 252 | 13,326 | ||||||||||||||||||||
Net income
|
- | - | 828 | - | 828 | - | 828 | |||||||||||||||||||||
Other comprehensive income
|
- | - | - | 151 | 151 | - | 151 | |||||||||||||||||||||
Common stock issued, net
|
25,952,131 | 1,067 | - | - | 1,067 | - | 1,067 | |||||||||||||||||||||
Stock-based compensation amortization
|
- | 56 | - | - | 56 | - | 56 | |||||||||||||||||||||
Common stock dividends declared
|
- | - | (819 | ) | - | (819 | ) | - | (819 | ) | ||||||||||||||||||
Tax expense from employee stock plans
|
- | (1 | ) | - | - | (1 | ) | - | (1 | ) | ||||||||||||||||||
Preferred stock dividend requirement of
|
||||||||||||||||||||||||||||
subsidiary
|
- | - | (14 | ) | - | (14 | ) | - | (14 | ) | ||||||||||||||||||
Balance at December 31, 2013
|
456,670,424 | $ | 9,550 | $ | 4,742 | $ | 50 | $ | 14,342 | $ | 252 | $ | 14,594 | |||||||||||||||
Net income
|
- | - | 1,450 | - | 1,450 | - | 1,450 | |||||||||||||||||||||
Other comprehensive loss
|
- | - | - | (39 | ) | (39 | ) | - | (39 | ) | ||||||||||||||||||
Common stock issued, net
|
19,242,980 | 823 | - | - | 823 | - | 823 | |||||||||||||||||||||
Stock-based compensation amortization
|
- | 65 | - | - | 65 | - | 65 | |||||||||||||||||||||
Common stock dividends declared
|
- | - | (862 | ) | - | (862 | ) | - | (862 | ) | ||||||||||||||||||
Tax expense from employee stock plans
|
- | (17 | ) | - | - | (17 | ) | - | (17 | ) | ||||||||||||||||||
Preferred stock dividend requirement of
|
||||||||||||||||||||||||||||
subsidiary
|
- | - | (14 | ) | - | (14 | ) | - | (14 | ) | ||||||||||||||||||
Balance at December 31, 2014
|
475,913,404 | $ | 10,421 | $ | 5,316 | $ | 11 | $ | 15,748 | $ | 252 | $ | 16,000 | |||||||||||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Operating Revenues
|
||||||||||||
Electric
|
$ | 13,656 | $ | 12,489 | $ | 12,014 | ||||||
Natural gas
|
3,432 | 3,104 | 3,021 | |||||||||
Total operating revenues
|
17,088 | 15,593 | 15,035 | |||||||||
Operating Expenses
|
||||||||||||
Cost of electricity
|
5,615 | 5,016 | 4,162 | |||||||||
Cost of natural gas
|
954 | 968 | 861 | |||||||||
Operating and maintenance
|
5,635 | 5,742 | 6,045 | |||||||||
Depreciation, amortization, and decommissioning
|
2,432 | 2,077 | 2,272 | |||||||||
Total operating expenses
|
14,636 | 13,803 | 13,340 | |||||||||
Operating Income
|
2,452 | 1,790 | 1,695 | |||||||||
Interest income
|
8 | 8 | 6 | |||||||||
Interest expense
|
(720 | ) | (690 | ) | (680 | ) | ||||||
Other income, net
|
77 | 84 | 88 | |||||||||
Income Before Income Taxes
|
1,817 | 1,192 | 1,109 | |||||||||
Income tax provision
|
384 | 326 | 298 | |||||||||
Net Income
|
1,433 | 866 | 811 | |||||||||
Preferred stock dividend requirement
|
14 | 14 | 14 | |||||||||
Income Available for Common Stock
|
$ | 1,419 | $ | 852 | $ | 797 | ||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Year ended December 31,
|
||||||||||||
(in millions)
|
2014
|
2013
|
2012
|
|||||||||
Net Income
|
$ | 1,433 | $ | 866 | $ | 811 | ||||||
Other Comprehensive Income
|
||||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of
|
||||||||||||
$6, $75, and $73, at respective dates)
|
(8 | ) | 106 | 109 | ||||||||
Total other comprehensive income (loss)
|
(8 | ) | 106 | 109 | ||||||||
Comprehensive Income
|
$ | 1,425 | $ | 972 | $ | 920 | ||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Balance at December 31,
|
||||||||
2014
|
2013
|
|||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 55 | $ | 65 | ||||
Restricted cash
|
298 | 301 | ||||||
Accounts receivable
|
||||||||
Customers (net of allowance for doubtful accounts of $66 and $80 at
|
||||||||
December 31, 2014 and 2013, respectively)
|
960 | 1,091 | ||||||
Accrued unbilled revenue
|
776 | 766 | ||||||
Regulatory balancing accounts
|
2,266 | 1,124 | ||||||
Other
|
375 | 313 | ||||||
Regulatory assets
|
444 | 448 | ||||||
Inventories
|
||||||||
Gas stored underground and fuel oil
|
172 | 137 | ||||||
Materials and supplies
|
304 | 317 | ||||||
Income taxes receivable
|
168 | 563 | ||||||
Other
|
409 | 523 | ||||||
Total current assets
|
6,227 | 5,648 | ||||||
Property, Plant, and Equipment
|
||||||||
Electric
|
45,162 | 42,881 | ||||||
Gas
|
15,678 | 14,379 | ||||||
Construction work in progress
|
2,220 | 1,834 | ||||||
Total property, plant, and equipment
|
63,060 | 59,094 | ||||||
Accumulated depreciation
|
(19,120 | ) | (17,843 | ) | ||||
Net property, plant, and equipment
|
43,940 | 41,251 | ||||||
Other Noncurrent Assets
|
||||||||
Regulatory assets
|
6,322 | 4,913 | ||||||
Nuclear decommissioning trusts
|
2,421 | 2,342 | ||||||
Income taxes receivable
|
91 | 81 | ||||||
Other
|
864 | 814 | ||||||
Total other noncurrent assets
|
9,698 | 8,150 | ||||||
TOTAL ASSETS
|
$ | 59,865 | $ | 55,049 | ||||
See accompanying Notes to the Consolidated Financial Statements.
|
Balance at December 31,
|
||||||||
2014
|
2013
|
|||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Short-term borrowings
|
$ | 633 | $ | 914 | ||||
Long-term debt, classified as current
|
- | 539 | ||||||
Accounts payable
|
||||||||
Trade creditors
|
1,243 | 1,293 | ||||||
Regulatory balancing accounts
|
1,090 | 1,008 | ||||||
Other
|
444 | 432 | ||||||
Disputed claims and customer refunds
|
434 | 154 | ||||||
Interest payable
|
195 | 887 | ||||||
Other
|
1,604 | 1,382 | ||||||
Total current liabilities
|
5,643 | 6,609 | ||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
14,700 | 12,717 | ||||||
Regulatory liabilities
|
6,290 | 5,660 | ||||||
Pension and other postretirement benefits
|
2,477 | 1,530 | ||||||
Asset retirement obligations
|
3,575 | 3,539 | ||||||
Deferred income taxes
|
8,773 | 8,042 | ||||||
Other
|
2,178 | 2,111 | ||||||
Total noncurrent liabilities
|
37,993 | 33,599 | ||||||
Commitments and Contingencies (Note 14)
|
||||||||
Shareholders' Equity
|
||||||||
Preferred stock
|
258 | 258 | ||||||
Common stock, $5 par value, authorized 800,000,000 shares, 264,374,809
|
||||||||
shares outstanding at December 31, 2014 and 2013
|
1,322 | 1,322 | ||||||
Additional paid-in capital
|
6,514 | 5,821 | ||||||
Reinvested earnings
|
8,130 | 7,427 | ||||||
Accumulated other comprehensive income
|
5 | 13 | ||||||
Total shareholders' equity
|
16,229 | 14,841 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 59,865 | $ | 55,049 | ||||
See accompanying Notes to the Consolidated Financial Statements.
|
Year ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash Flows from Operating Activities
|
||||||||||||
Net income
|
$ | 1,433 | $ | 866 | $ | 811 | ||||||
Adjustments to reconcile net income to net cash provided by
|
||||||||||||
operating activities:
|
||||||||||||
Depreciation, amortization, and decommissioning
|
2,432 | 2,077 | 2,272 | |||||||||
Allowance for equity funds used during construction
|
(100 | ) | (101 | ) | (107 | ) | ||||||
Deferred income taxes and tax credits, net
|
731 | 1,103 | 684 | |||||||||
PSEP disallowed capital expenditures
|
116 | 196 | 353 | |||||||||
Other
|
226 | 299 | 236 | |||||||||
Effect of changes in operating assets and liabilities:
|
||||||||||||
Accounts receivable
|
16 | (152 | ) | (40 | ) | |||||||
Inventories
|
(22 | ) | (10 | ) | (24 | ) | ||||||
Accounts payable
|
(55 | ) | 99 | (26 | ) | |||||||
Income taxes receivable/payable
|
395 | (377 | ) | (50 | ) | |||||||
Other current assets and liabilities
|
155 | (404 | ) | 272 | ||||||||
Regulatory assets, liabilities, and balancing accounts, net
|
(1,642 | ) | (202 | ) | 291 | |||||||
Other noncurrent assets and liabilities
|
(66 | ) | 22 | 256 | ||||||||
Net cash provided by operating activities
|
3,619 | 3,416 | 4,928 | |||||||||
Cash Flows from Investing Activities
|
||||||||||||
Capital expenditures
|
(4,833 | ) | (5,207 | ) | (4,624 | ) | ||||||
Decrease in restricted cash
|
3 | 29 | 50 | |||||||||
Proceeds from sales and maturities of nuclear decommissioning
|
||||||||||||
trust investments
|
1,336 | 1,619 | 1,133 | |||||||||
Purchases of nuclear decommissioning trust investments
|
(1,334 | ) | (1,604 | ) | (1,189 | ) | ||||||
Other
|
29 | 21 | 16 | |||||||||
Net cash used in investing activities
|
(4,799 | ) | (5,142 | ) | (4,614 | ) | ||||||
Cash Flows from Financing Activities
|
||||||||||||
Net issuances (repayments) of commercial paper, net of discount
|
||||||||||||
of $2, $2, and $3 at respective dates
|
(583 | ) | 542 | (1,021 | ) | |||||||
Proceeds from issuance of short-term debt, net of issuance costs
|
300 | - | - | |||||||||
Proceeds from issuance of long-term debt, net of premium,
|
||||||||||||
discount, and issuance costs of $14, $18, and $13 at respective dates
|
1,961 | 1,532 | 1,137 | |||||||||
Short-term debt matured
|
- | - | (250 | ) | ||||||||
Long-term debt matured or repurchased
|
(539 | ) | (861 | ) | (50 | ) | ||||||
Energy recovery bonds matured
|
- | - | (423 | ) | ||||||||
Preferred stock dividends paid
|
(14 | ) | (14 | ) | (14 | ) | ||||||
Common stock dividends paid
|
(716 | ) | (716 | ) | (716 | ) | ||||||
Equity contribution from PG&E Corporation
|
705 | 1,140 | 885 | |||||||||
Other
|
56 | (26 | ) | 28 | ||||||||
Net cash provided by (used in) financing activities
|
1,170 | 1,597 | (424 | ) | ||||||||
Net change in cash and cash equivalents
|
(10 | ) | (129 | ) | (110 | ) | ||||||
Cash and cash equivalents at January 1
|
65 | 194 | 304 | |||||||||
Cash and cash equivalents at December 31
|
$ | 55 | $ | 65 | $ | 194 | ||||||
Supplemental disclosures of cash flow information
|
||||||||||||
Cash received (paid) for:
|
||||||||||||
Interest, net of amounts capitalized
|
$ | (618 | ) | $ | (600 | ) | $ | (574 | ) | |||
Income taxes, net
|
500 | (62 | ) | 174 |
Supplemental disclosures of noncash investing and financing
|
||||||||||||
activities
|
||||||||||||
Capital expenditures financed through accounts payable
|
$ | 339 | $ | 322 | $ | 362 | ||||||
Terminated capital leases
|
71 | - | 136 | |||||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Accumulated
|
||||||||||||||||||||||||
Additional
|
Other
|
Total
|
||||||||||||||||||||||
Preferred
|
Common
|
Paid-in
|
Reinvested
|
Comprehensive
|
Shareholders'
|
|||||||||||||||||||
Stock
|
Stock
|
Capital
|
Earnings
|
Income (Loss)
|
Equity
|
|||||||||||||||||||
Balance at December 31, 2011
|
$ | 258 | $ | 1,322 | $ | 3,796 | $ | 7,210 | $ | (202 | ) | $ | 12,384 | |||||||||||
Net income
|
- | - | - | 811 | - | 811 | ||||||||||||||||||
Other comprehensive income
|
- | - | - | - | 109 | 109 | ||||||||||||||||||
Equity contribution
|
- | - | 885 | - | - | 885 | ||||||||||||||||||
Tax benefit from employee stock plans
|
- | - | 1 | - | - | 1 | ||||||||||||||||||
Common stock dividend
|
- | - | - | (716 | ) | - | (716 | ) | ||||||||||||||||
Preferred stock dividend
|
- | - | - | (14 | ) | - | (14 | ) | ||||||||||||||||
Balance at December 31, 2012
|
258 | 1,322 | 4,682 | 7,291 | (93 | ) | 13,460 | |||||||||||||||||
Net income
|
- | - | - | 866 | - | 866 | ||||||||||||||||||
Other comprehensive income
|
- | - | - | - | 106 | 106 | ||||||||||||||||||
Equity contribution
|
- | - | 1,140 | - | - | 1,140 | ||||||||||||||||||
Tax expense from employee stock plans
|
- | - | (1 | ) | - | - | (1 | ) | ||||||||||||||||
Common stock dividend
|
- | - | - | (716 | ) | - | (716 | ) | ||||||||||||||||
Preferred stock dividend
|
- | - | - | (14 | ) | - | (14 | ) | ||||||||||||||||
Balance at December 31, 2013
|
258 | 1,322 | 5,821 | 7,427 | 13 | 14,841 | ||||||||||||||||||
Net income
|
- | - | - | 1,433 | - | 1,433 | ||||||||||||||||||
Other comprehensive loss
|
- | - | - | - | (8 | ) | (8 | ) | ||||||||||||||||
Equity contribution
|
- | - | 705 | - | - | 705 | ||||||||||||||||||
Tax expense from employee stock plans
|
- | - | (12 | ) | - | - | (12 | ) | ||||||||||||||||
Common stock dividend
|
- | - | - | (716 | ) | - | (716 | ) | ||||||||||||||||
Preferred stock dividend
|
- | - | - | (14 | ) | - | (14 | ) | ||||||||||||||||
Balance at December 31, 2014
|
$ | 258 | $ | 1,322 | $ | 6,514 | $ | 8,130 | $ | 5 | $ | 16,229 | ||||||||||||
See accompanying Notes to the Consolidated Financial Statements.
|
Estimated Useful
|
Balance at December 31,
|
||||||||
(in millions, except estimated useful lives)
|
Lives (years)
|
2014
|
2013
|
||||||
Electricity generating facilities
(1)
|
10 to 100
|
$ | 9,374 | $ | 9,116 | ||||
Electricity distribution facilities
|
10 to 55
|
26,633 | 25,333 | ||||||
Electricity transmission facilities
|
10 to 70
|
9,155 | 8,429 | ||||||
Natural gas distribution facilities
|
20 to 60
|
9,741 | 9,117 | ||||||
Natural gas transportation and storage facilities
|
7 to 65
|
5,937 | 5,265 | ||||||
Construction work in progress
|
2,220 | 1,834 | |||||||
Total property, plant, and equipment
|
63,060 | 59,094 | |||||||
Accumulated depreciation
|
(19,120 | ) | (17,843 | ) | |||||
Net property, plant, and equipment
|
$ | 43,940 | $ | 41,251 | |||||
(1)
Balance includes nuclear fuel inventories. Stored nuclear fuel inventory is stated at weighted-average cost. Nuclear fuel in the reactor is expensed as itis used based on the amount of energy output. (See Note 14 below.)
|
2014
|
2013
|
|||||||
ARO liability at beginning of year
|
$ | 3,538 | $ | 2,919 | ||||
Revision in estimated cash flows
|
(16 | ) | 596 | |||||
Accretion
|
163 | 130 | ||||||
Liabilities settled
|
(110 | ) | (107 | ) | ||||
ARO liability at end of year
|
$ | 3,575 | $ | 3,538 |
Pension
|
Other
|
Other
|
||||||||||||||
(in millions, net of income tax)
|
Benefits
|
Benefits
|
Investments
|
Total
|
||||||||||||
Beginning balance
|
$ | (7 | ) | 15 | 42 | 50 | ||||||||||
Other comprehensive income before reclassifications:
|
||||||||||||||||
Change in investments
|
||||||||||||||||
(net of taxes of $0, $0, and $4, respectively)
|
- | - | 5 | 5 | ||||||||||||
Unrecognized net actuarial loss
|
||||||||||||||||
(net of taxes of $404, $19, and $0, respectively)
|
(588 | ) | (28 | ) | - | (616 | ) | |||||||||
Unrecognized prior service cost
|
||||||||||||||||
(net of taxes of $0, $0, and $0, respectively)
|
1 | - | - | 1 | ||||||||||||
Transfer to regulatory account
|
||||||||||||||||
(net of taxes of $394, $19, and $0, respectively)
|
573 | 28 | - | 601 | ||||||||||||
Amounts reclassified from other comprehensive income:
|
||||||||||||||||
Amortization of prior service cost
|
||||||||||||||||
(net of taxes of $8, $9, and $0, respectively)
(1)
|
12 | 14 | - | 26 | ||||||||||||
Amortization of net actuarial loss
|
||||||||||||||||
(net of taxes of $1, $1, and $0, respectively)
(1)
|
1 | 1 | - | 2 | ||||||||||||
Transfer to regulatory account
|
||||||||||||||||
(net of taxes of $9, $10, and $0, respectively)
(1)
|
(13 | ) | (15 | ) | - | (28 | ) | |||||||||
Realized gain on investments
|
||||||||||||||||
(net of taxes of $0, $0, and $20, respectively)
|
- | - | (30 | ) | (30 | ) | ||||||||||
Net current period other comprehensive loss
|
(14 | ) | - | (25 | ) | (39 | ) | |||||||||
Ending balance
|
$ | (21 | ) | 15 | 17 | 11 | ||||||||||
Pension
|
Other
|
Other
|
||||||||||||||
(in millions, net of income tax)
|
Benefits
|
Benefits
|
Investments
|
Total
|
||||||||||||
Beginning balance
|
$ | (28 | ) | (77 | ) | 4 | (101 | ) | ||||||||
Other comprehensive income before reclassifications:
|
||||||||||||||||
Change in investments
|
||||||||||||||||
(net of taxes of $0, $0, and $26, respectively)
|
- | - | 38 | 38 | ||||||||||||
Unrecognized net actuarial loss
|
||||||||||||||||
(net of taxes of $804, $35, and $0, respectively)
|
1,169 | 45 | - | 1,214 | ||||||||||||
Transfer to regulatory account
|
||||||||||||||||
(net of taxes of $790, $22, and $0, respectively)
|
(1,150 | ) | 31 | - | (1,119 | ) | ||||||||||
Amounts reclassified from other comprehensive income:
(1)
|
||||||||||||||||
Amortization of prior service cost
|
||||||||||||||||
(net of taxes of $8, $10, and $0, respectively)
|
12 | 13 | - | 25 | ||||||||||||
Amortization of net actuarial loss
|
||||||||||||||||
(net of taxes of $45, $3, and $0, respectively)
|
66 | 3 | - | 69 | ||||||||||||
Transfer to regulatory account
|
||||||||||||||||
(net of taxes of $54, $0, and $0, respectively)
|
(76 | ) | - | - | (76 | ) | ||||||||||
Net current period other comprehensive income
|
21 | 92 | 38 | 151 | ||||||||||||
Ending balance
|
$ | (7 | ) | 15 | 42 | 50 | ||||||||||
Balance at December 31,
|
Recovery
|
|||||||||||
(in millions)
|
2014
|
2013
|
Period
|
|||||||||
Pension benefits
(1)
|
$ | 2,347 | $ | 1,444 | N/A | (4) | ||||||
Deferred income taxes
(1)
|
2,390 | 1,835 |
47 years
|
|||||||||
Utility retained generation
(2)
|
456 | 503 |
11 years
|
|||||||||
Environmental compliance costs
(1)
|
717 | 628 |
32 years
|
|||||||||
Price risk management
(1)
|
127 | 106 |
10 years
|
|||||||||
Electromechanical meters
(3)
|
70 | 135 |
2 years
|
|||||||||
Unamortized loss, net of gain, on reacquired debt
(1)
|
113 | 135 |
12 years
|
|||||||||
Other
|
102 | 127 |
Various
|
|||||||||
Total long-term regulatory assets
|
$ | 6,322 | $ | 4,913 | ||||||||
(1)
Represents the cumulative differences between amounts recognized for ratemaking purposes and amounts recognized in accordance with GAAP. Pension benefits also includes amounts that otherwise would be recorded to accumulated other comprehensive income/loss in the Consolidated Balance Sheets. (See Note 11 below.)
|
(2)
In connection with the settlement agreement entered into among PG&E Corporation, the Utility, and the CPUC in 2003 to resolve the Utility’s proceeding under Chapter 11, the CPUC authorized the Utility to recover $1.2 billion of costs related to the Utility’s retained generation assets. The individual components of these regulatory assets are being amortized over the respective lives of the underlying generation facilities, consistent with the period over which the related revenues are recognized.
|
(3)
Represents the expected future recovery of the net book value of electromechanical meters that were replaced with SmartMeter™ devices.
|
(4)
The Utility expects to continuously recover pension benefits.
|
Balance at December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Cost of removal obligations
(1)
|
$ | 4,211 | $ | 3,844 | ||||
Recoveries in excess of AROs
(2)
|
754 | 748 | ||||||
Public purpose programs
(3)
|
701 | 587 | ||||||
Other
|
624 | 481 | ||||||
Total long-term regulatory liabilities
|
$ | 6,290 | $ | 5,660 | ||||
Receivable
|
||||||||
Balance at December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Electric distribution
|
$ | 344 | $ | 102 | ||||
Utility generation
|
261 | 57 | ||||||
Gas distribution
|
566 | 70 | ||||||
Energy procurement
|
608 | 410 | ||||||
Public purpose programs
|
109 | 56 | ||||||
Other
|
378 | 429 | ||||||
Total regulatory balancing accounts receivable
|
$ | 2,266 | $ | 1,124 | ||||
Payable
|
||||||||
Balance at December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Energy procurement
|
$ | 188 | $ | 298 | ||||
Public purpose programs
|
154 | 171 | ||||||
Other
(1)
|
748 | 539 | ||||||
Total regulatory balancing accounts payable
|
$ | 1,090 | $ | 1,008 | ||||
December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
PG&E Corporation
|
||||||||
Senior notes, 5.75%, due 2014
|
- | 350 | ||||||
Senior notes, 2.40%, due 2019
|
350 | - | ||||||
Less: current portion
|
- | (350 | ) | |||||
Total senior notes
|
350 | - | ||||||
Total PG&E Corporation long-term debt
|
350 | - | ||||||
Utility
|
||||||||
Senior notes:
|
||||||||
4.80% due 2014
|
- | 539 | ||||||
5.625% due 2017
|
700 | 700 | ||||||
8.25% due 2018
|
800 | 800 | ||||||
3.50% due 2020
|
800 | 800 | ||||||
4.25% due 2021
|
300 | 300 | ||||||
3.25% due 2021
|
250 | 250 | ||||||
2.45% due 2022
|
400 | 400 | ||||||
3.25% due 2023
|
375 | 375 | ||||||
3.85% due 2023
|
300 | 300 | ||||||
3.40% due 2024
|
350 | - | ||||||
3.75% due 2024
|
450 | - | ||||||
6.05% due 2034
|
3,000 | 3,000 | ||||||
5.80% due 2037
|
950 | 950 | ||||||
6.35% due 2038
|
400 | 400 | ||||||
6.25% due 2039
|
550 | 550 | ||||||
5.40% due 2040
|
800 | 800 | ||||||
4.50% due 2041
|
250 | 250 | ||||||
4.45% due 2042
|
400 | 400 | ||||||
3.75% due 2042
|
350 | 350 | ||||||
4.60% due 2043
|
375 | 375 | ||||||
5.125% due 2043
|
500 | 500 | ||||||
4.75% due 2044
|
675 | - | ||||||
4.30% due 2045
|
500 | - | ||||||
Less: current portion
|
- | (539 | ) | |||||
Unamortized discount, net of premium
|
(43 | ) | (51 | ) | ||||
Total senior notes, net of current portion
|
13,432 | 11,449 | ||||||
Pollution control bonds:
|
||||||||
Series 1996 C, E, F, 1997 B, variable rates
(1)
, due 2026
(2)
|
614 | 614 | ||||||
Series 2004 A-D, 4.75%, due 2023
(3)
|
345 | 345 | ||||||
Series 2009 A-D, variable rates
(1)
, due 2016 and 2026
(4)
|
309 | 309 | ||||||
Total pollution control bonds
|
1,268 | 1,268 | ||||||
Total Utility long-term debt, net of current portion
|
14,700 | 12,717 | ||||||
Total consolidated long-term debt, net of current portion
|
$ | 15,050 | $ | 12,717 | ||||
Letters of
|
||||||||||||||||||
Termination
|
Facility
|
Credit
|
Commercial
|
Facility
|
||||||||||||||
(in millions)
|
Date
|
Limit
|
Outstanding
|
Paper
|
Availability
|
|||||||||||||
PG&E Corporation
|
April 2019
|
$ | 300 | $ | - | $ | - | $ | 300 | |||||||||
Utility
|
April 2019
|
3,000 | 84 | 333 | 2,583 | |||||||||||||
Total revolving credit facilities
|
$ | 3,300 | $ | 84 | $ | 333 | $ | 2,883 | ||||||||||
except interest rates)
|
2015
|
2016
|
2017
|
2018
|
2019
|
Thereafter
|
Total
|
|||||||||||||||||||||
PG&E Corporation
|
||||||||||||||||||||||||||||
Average fixed interest rate
|
- | - | - | - | 2.40 | % | - | 2.40 | % | |||||||||||||||||||
Fixed rate obligations
|
$ | - | $ | - | $ | - | $ | - | $ | 350 | $ | - | $ | 350 | ||||||||||||||
Utility
|
||||||||||||||||||||||||||||
Average fixed interest rate
|
- | - | 5.63 | % | 8.25 | % | - | 4.92 | % | 5.15 | % | |||||||||||||||||
Fixed rate obligations
|
$ | - | $ | - | $ | 700 | $ | 800 | $ | - | $ | 12,320 | $ | 13,820 | ||||||||||||||
Variable interest rate
|
||||||||||||||||||||||||||||
as of December 31, 2014
|
- | 0.01 | % | - | - | 0.01 | % | - | 0.01 | % | ||||||||||||||||||
Variable rate obligations
(1)
|
$ | - | $ | 160 | $ | - | $ | - | $ | 763 | $ | - | $ | 923 | ||||||||||||||
Total consolidated debt
|
$ | - | $ | 160 | $ | 700 | $ | 800 | $ | 1,113 | $ | 12,320 | $ | 15,093 | ||||||||||||||
2014
|
2013
|
2012
|
||||||||||
Restricted stock units
|
$ | 42 | $ | 36 | $ | 31 | ||||||
Performance shares
|
36 | 28 | 26 | |||||||||
Total compensation expense (pre-tax)
|
$ | 78 | $ | 64 | $ | 57 | ||||||
Total compensation expense (after-tax)
|
$ | 47 | $ | 38 | $ | 34 |
Number of
|
Weighted Average Grant-
|
|||||||
Restricted Stock Units
|
Date Fair Value
|
|||||||
Nonvested at January 1
|
2,300,021 | $ | 43.16 | |||||
Granted
|
1,092,035 | $ | 43.76 | |||||
Vested
|
(777,883 | ) | $ | 43.28 | ||||
Forfeited
|
(75,816 | ) | $ | 43.01 | ||||
Nonvested at December 31
|
2,538,357 | $ | 43.38 |
Number of
|
Weighted Average Grant-
|
|||||||
Performance Shares
|
Date Fair Value
|
|||||||
Nonvested at January 1
|
1,791,320 | $ | 37.85 | |||||
Granted
|
843,185 | 51.81 | ||||||
Vested
|
(275,247 | ) | 41.94 | |||||
Forfeited
(1)
|
(665,319 | ) | 42.34 | |||||
Nonvested at December 31
|
1,693,939 | $ | 42.37 | |||||
(1)
Includes performance shares that expired with zero value as performance targets were not met.
|
Year Ended December 31,
|
||||||||||||
(in millions, except per share amounts)
|
2014
|
2013
|
2012
|
|||||||||
Income available for common shareholders
|
$ | 1,436 | $ | 814 | $ | 816 | ||||||
Weighted average common shares outstanding, basic
|
468 | 444 | 424 | |||||||||
Add incremental shares from assumed conversions:
|
||||||||||||
Employee share-based compensation
|
2 | 1 | 1 | |||||||||
Weighted average common share outstanding, diluted
|
470 | 445 | 425 | |||||||||
Total earnings per common share, diluted
|
$ | 3.06 | $ | 1.83 | $ | 1.92 |
PG&E Corporation
|
Utility
|
|||||||||||||||||||||||
Year Ended December 31,
|
||||||||||||||||||||||||
(in millions)
|
2014
|
2013
|
2012
|
2014
|
2013
|
2012
|
||||||||||||||||||
Current:
|
||||||||||||||||||||||||
Federal
|
$ | (84 | ) | $ | (218 | ) | $ | (74 | ) | $ | (84 | ) | $ | (222 | ) | $ | (52 | ) | ||||||
State
|
(41 | ) | (26 | ) | 33 | (29 | ) | (23 | ) | 41 | ||||||||||||||
Deferred:
|
||||||||||||||||||||||||
Federal
|
396 | 552 | 374 | 426 | 604 | 404 | ||||||||||||||||||
State
|
78 | (35 | ) | (92 | ) | 75 | (28 | ) | (91 | ) | ||||||||||||||
Tax credits
|
(4 | ) | (5 | ) | (4 | ) | (4 | ) | (5 | ) | (4 | ) | ||||||||||||
Income tax provision
|
$ | 345 | $ | 268 | $ | 237 | $ | 384 | $ | 326 | $ | 298 |
PG&E Corporation
|
Utility
|
|||||||||||||||
Year Ended December 31,
|
||||||||||||||||
(in millions)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Deferred income tax assets:
|
||||||||||||||||
Customer advances for construction
|
$ | 88 | $ | 90 | $ | 88 | $ | 90 | ||||||||
Reserve for damages
|
137 | 161 | 137 | 161 | ||||||||||||
Environmental reserve
|
111 | 152 | 111 | 152 | ||||||||||||
Compensation
|
107 | 167 | 36 | 102 | ||||||||||||
Net operating loss carryforward
|
1,177 | 890 | 946 | 670 | ||||||||||||
GHG allowances
|
56 | 108 | 56 | 108 | ||||||||||||
Other
|
74 | 135 | 100 | 128 | ||||||||||||
Total deferred income tax assets
|
$ | 1,750 | $ | 1,703 | $ | 1,474 | $ | 1,411 | ||||||||
Deferred income tax liabilities:
|
||||||||||||||||
Regulatory balancing accounts
|
$ | 512 | $ | 261 | $ | 512 | $ | 261 | ||||||||
Property related basis differences
|
8,683 | 8,048 | 8,666 | 8,038 | ||||||||||||
Income tax regulatory asset
(1)
|
974 | 748 | 974 | 748 | ||||||||||||
Other
|
88 | 151 | 86 | 86 | ||||||||||||
Total deferred income tax liabilities
|
$ | 10,257 | $ | 9,208 | $ | 10,238 | $ | 9,133 | ||||||||
Total net deferred income tax liabilities
|
$ | 8,507 | $ | 7,505 | $ | 8,764 | $ | 7,722 | ||||||||
Classification of net deferred income tax liabilities:
|
||||||||||||||||
Included in current liabilities (assets)
|
$ | (6 | ) | $ | (318 | ) | $ | (9 | ) | $ | (320 | ) | ||||
Included in noncurrent liabilities
|
8,513 | 7,823 | 8,773 | 8,042 | ||||||||||||
Total net deferred income tax liabilities
|
$ | 8,507 | $ | 7,505 | $ | 8,764 | $ | 7,722 | ||||||||
PG&E Corporation
|
Utility
|
|||||||||||||||||||||||
Year Ended December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
2012
|
2014
|
2013
|
2012
|
|||||||||||||||||||
Federal statutory income tax rate
|
35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | 35.0 | % | ||||||||||||
Increase (decrease) in income
|
||||||||||||||||||||||||
tax rate resulting from:
|
||||||||||||||||||||||||
State income tax (net of
|
||||||||||||||||||||||||
federal benefit)
(1)
|
1.4 | (3.1 | ) | (3.9 | ) | 1.6 | (2.2 | ) | (3.0 | ) | ||||||||||||||
Effect of regulatory treatment
|
||||||||||||||||||||||||
of fixed asset differences
(2)
|
(15.0 | ) | (4.2 | ) | (4.1 | ) | (14.7 | ) | (3.8 | ) | (3.9 | ) | ||||||||||||
Tax credits
|
(0.7 | ) | (0.4 | ) | (0.6 | ) | (0.7 | ) | (0.4 | ) | (0.6 | ) | ||||||||||||
Benefit of loss carryback
|
(0.8 | ) | (1.1 | ) | (0.7 | ) | (0.8 | ) | (1.0 | ) | (0.4 | ) | ||||||||||||
Non deductible penalties
|
0.3 | 0.8 | 0.6 | 0.3 | 0.7 | 0.5 | ||||||||||||||||||
Other, net
|
(0.8 | ) | (2.2 | ) | (3.8 | ) | 0.4 | (0.9 | ) | (0.8 | ) | |||||||||||||
Effective tax rate
|
19.4 | % | 24.8 | % | 22.5 | % | 21.1 | % | 27.4 | % | 26.8 | % | ||||||||||||
(1)
Includes the effect of state flow-through ratemaking treatment.
|
PG&E Corporation
|
Utility
|
|||||||||||||||||||||||
2014
|
2013
|
2012
|
2014
|
2013
|
2012
|
|||||||||||||||||||
(in millions)
|
||||||||||||||||||||||||
Balance at beginning of year
|
$ | 666 | $ | 581 | $ | 506 | $ | 660 | $ | 575 | $ | 503 | ||||||||||||
Additions for tax position taken
|
||||||||||||||||||||||||
during a prior year
|
7 | 12 | 32 | 7 | 12 | 26 | ||||||||||||||||||
Reductions for tax position
|
||||||||||||||||||||||||
taken during a prior year
|
(9 | ) | (6 | ) | (13 | ) | (9 | ) | (6 | ) | (10 | ) | ||||||||||||
Additions for tax position
|
||||||||||||||||||||||||
taken during the current year
|
61 | 79 | 67 | 61 | 79 | 67 | ||||||||||||||||||
Settlements
|
(12 | ) | - | (11 | ) | (12 | ) | - | (11 | ) | ||||||||||||||
Balance at end of year
|
$ | 713 | $ | 666 | $ | 581 | $ | 707 | $ | 660 | $ | 575 |
Contract Volume
|
|||||||||
Underlying Product
|
Instruments
|
2014
|
2013
|
||||||
Natural Gas
(1)
(MMBtus
(2)
)
|
Forwards and Swaps
|
308,130,101 | 331,840,788 | ||||||
Options
|
164,418,002 | 260,262,916 | |||||||
Electricity (Megawatt-hours)
|
Forwards and Swaps
|
5,346,787 | 8,089,269 | ||||||
Congestion Revenue Rights
(3)
|
224,124,341 | 250,922,591 | |||||||
Commodity Risk
|
||||||||||||||||
Gross Derivative
|
Total Derivative
|
|||||||||||||||
(in millions)
|
Balance
|
Netting
|
Cash Collateral
|
Balance
|
||||||||||||
Current assets – other
|
$ | 73 | $ | (4 | ) | $ | 19 | $ | 88 | |||||||
Other noncurrent assets – other
|
178 | (13 | ) | - | 165 | |||||||||||
Current liabilities – other
|
(78 | ) | 4 | 26 | (48 | ) | ||||||||||
Noncurrent liabilities – other
|
(140 | ) | 13 | 9 | (118 | ) | ||||||||||
Total commodity risk
|
$ | 33 | $ | - | $ | 54 | $ | 87 |
Commodity Risk
|
||||||||||||||||
Gross Derivative
|
Total Derivative
|
|||||||||||||||
(in millions)
|
Balance
|
Netting
|
Cash Collateral
|
Balance
|
||||||||||||
Current assets – other
|
$ | 42 | $ | (10 | ) | $ | 16 | $ | 48 | |||||||
Other noncurrent assets – other
|
99 | (4 | ) | - | 95 | |||||||||||
Current liabilities – other
|
(122 | ) | 10 | 69 | (43 | ) | ||||||||||
Noncurrent liabilities – other
|
(110 | ) | 4 | 2 | (104 | ) | ||||||||||
Total commodity risk
|
$ | (91 | ) | $ | - | $ | 87 | $ | (4 | ) |
Commodity Risk
|
||||||||||||
For the year ended December 31,
|
||||||||||||
(in millions)
|
2014
|
2013
|
2012
|
|||||||||
Unrealized gain/(loss) - regulatory assets and liabilities
(1)
|
$ | 124 | $ | 238 | $ | 391 | ||||||
Realized loss - cost of electricity
(2)
|
(83 | ) | (178 | ) | (486 | ) | ||||||
Realized loss - cost of natural gas
(2)
|
(8 | ) | (22 | ) | (38 | ) | ||||||
Total commodity risk
|
$ | 33 | $ | 38 | $ | (133 | ) | |||||
Balance at December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Derivatives in a liability position with credit risk-related
|
||||||||
contingencies that are not fully collateralized
|
$ | (47 | ) | $ | (79 | ) | ||
Related derivatives in an asset position
|
- | 4 | ||||||
Collateral posting in the normal course of business related to
|
||||||||
these derivatives
|
44 | 65 | ||||||
Net position of derivative contracts/additional collateral
|
||||||||
posting requirements
(1)
|
$ | (3 | ) | $ | (10 | ) | ||
·
|
Level 1 –
Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.
|
·
|
Level 2 –
Other inputs that are directly or indirectly observable in the marketplace.
|
·
|
Level 3 –
Unobservable inputs which are supported by little or no market activities.
|
Fair Value Measurements
|
||||||||||||||||||||
At December 31, 2014
|
||||||||||||||||||||
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Netting
(1)
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Money market investments
|
$ | 94 | $ | - | $ | - | $ | - | $ | 94 | ||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||||||
Money market investments
|
17 | - | - | - | 17 | |||||||||||||||
Global equity securities
|
1,585 | 13 | - | - | 1,598 | |||||||||||||||
Fixed-income securities
|
741 | 389 | - | - | 1,130 | |||||||||||||||
Total nuclear decommissioning trusts
(2)
|
2,343 | 402 | - | - | 2,745 | |||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 9)
|
||||||||||||||||||||
Electricity
|
- | 17 | 232 | 2 | 251 | |||||||||||||||
Gas
|
1 | 1 | - | - | 2 | |||||||||||||||
Total price risk management instruments
|
1 | 18 | 232 | 2 | 253 | |||||||||||||||
Rabbi trusts
|
||||||||||||||||||||
Fixed-income securities
|
- | 42 | - | - | 42 | |||||||||||||||
Life insurance contracts
|
- | 72 | - | - | 72 | |||||||||||||||
Total rabbi trusts
|
- | 114 | - | - | 114 | |||||||||||||||
Long-term disability trust
|
||||||||||||||||||||
Money market investments
|
7 | - | - | - | 7 | |||||||||||||||
Global equity securities
|
- | 25 | - | - | 25 | |||||||||||||||
Fixed-income securities
|
- | 128 | - | - | 128 | |||||||||||||||
Total long-term disability trust
|
7 | 153 | - | - | 160 | |||||||||||||||
Other investments
|
33 | - | - | - | 33 | |||||||||||||||
Total assets
|
$ | 2,478 | $ | 687 | $ | 232 | $ | 2 | $ | 3,399 | ||||||||||
Liabilities:
|
||||||||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 9)
|
||||||||||||||||||||
Electricity
|
$ | 47 | $ | 5 | $ | 163 | $ | (52 | ) | $ | 163 | |||||||||
Gas
|
- | 3 | - | - | 3 | |||||||||||||||
Total liabilities
|
$ | 47 | $ | 8 | $ | 163 | $ | (52 | ) | $ | 166 | |||||||||
Fair Value Measurements
|
||||||||||||||||||||
At December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Netting
(1)
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Money market investments
|
$ | 226 | $ | - | $ | - | $ | - | $ | 226 | ||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||||||
Money market investments
|
38 | - | - | - | 38 | |||||||||||||||
U.S. equity securities
|
1,046 | 11 | - | 1,057 | ||||||||||||||||
Non-U.S. equity securities
|
457 | - | - | - | 457 | |||||||||||||||
U.S. government and agency securities
|
760 | 156 | - | - | 916 | |||||||||||||||
Municipal securities
|
- | 25 | - | - | 25 | |||||||||||||||
Other fixed-income securities
|
- | 162 | - | - | 162 | |||||||||||||||
Total nuclear decommissioning trusts
(2)
|
2,301 | 354 | - | - | 2,655 | |||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 9)
|
||||||||||||||||||||
Electricity
|
2 | 27 | 107 | 3 | 139 | |||||||||||||||
Gas
|
- | 5 | - | (1 | ) | 4 | ||||||||||||||
Total price risk management instruments
|
2 | 32 | 107 | 2 | 143 | |||||||||||||||
Rabbi trusts
|
||||||||||||||||||||
Fixed-income securities
|
- | 39 | - | - | 39 | |||||||||||||||
Life insurance contracts
|
- | 70 | - | - | 70 | |||||||||||||||
Total rabbi trusts
|
- | 109 | - | - | 109 | |||||||||||||||
Long-term disability trust
|
||||||||||||||||||||
Money market investments
|
9 | - | - | - | 9 | |||||||||||||||
U.S. equity securities
|
- | 14 | - | - | 14 | |||||||||||||||
Non-U.S. equity securities
|
- | 12 | - | - | 12 | |||||||||||||||
Fixed-income securities
|
- | 122 | - | - | 122 | |||||||||||||||
Total long-term disability trust
|
9 | 148 | - | - | 157 | |||||||||||||||
Other investments
|
84 | - | - | - | 84 | |||||||||||||||
Total assets
|
$ | 2,622 | $ | 643 | $ | 107 | $ | 2 | $ | 3,374 | ||||||||||
Liabilities:
|
||||||||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 9)
|
||||||||||||||||||||
Electricity
|
$ | 19 | $ | 72 | $ | 137 | $ | (84 | ) | $ | 144 | |||||||||
Gas
|
1 | 3 | - | (1 | ) | 3 | ||||||||||||||
Total liabilities
|
$ | 20 | $ | 75 | $ | 137 | $ | (85 | ) | $ | 147 | |||||||||
Fair Value at
|
|||||||||||||
(in millions)
|
December 31, 2014
|
||||||||||||
Fair Value Measurement
|
Assets
|
Liabilities
|
Valuation Technique
|
Unobservable Input
|
Range
(1)
|
||||||||
Congestion revenue rights
|
$ | 232 | $ | 63 |
Market approach
|
CRR auction prices
|
$ | (15.97) - 8.17 | |||||
Power purchase agreements
|
$ | - | $ | 100 |
Discounted cash flow
|
Forward prices
|
$ | 16.04 - 56.21 | |||||
Fair Value at
|
|||||||||||||
(in millions)
|
December 31, 2013
|
||||||||||||
Fair Value Measurement
|
Assets
|
Liabilities
|
Valuation Technique
|
Unobservable Input
|
Range
(1)
|
||||||||
Congestion revenue rights
|
$ | 107 | $ | 32 |
Market approach
|
CRR auction prices
|
$ | (6.47) - 12.04 | |||||
Power purchase agreements
|
$ | - | $ | 105 |
Discounted cash flow
|
Forward prices
|
$ | 23.43 - 51.75 | |||||
Price Risk Management Instruments
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Liability balance as of January 1
|
$ | (30 | ) | $ | (79 | ) | ||
Realized and unrealized gains:
|
||||||||
Included in regulatory assets and liabilities or balancing accounts
(1)
|
99 | 49 | ||||||
Asset (liability) balance as of December 31
|
$ | 69 | $ | (30 | ) | |||
·
|
The fair values of cash, restricted cash, net accounts receivable, short-term borrowings, accounts payable, customer deposits, floating rate senior notes, and the Utility’s variable rate pollution control bond loan agreements approximate their carrying values at December 31, 2014 and 2013, as they are short-term in nature or have interest rates that reset daily.
|
·
|
The fair values of the Utility’s fixed-rate senior notes and fixed-rate pollution control bonds and PG&E Corporation’s fixed-rate senior notes were based on quoted market prices at December 31, 2014 and 2013.
|
At December 31,
|
||||||||||||||||
2014
|
2013
|
|||||||||||||||
(in millions)
|
Carrying Amount
|
Level 2 Fair Value
|
Carrying Amount
|
Level 2 Fair Value
|
||||||||||||
Debt (Note 4)
|
||||||||||||||||
PG&E Corporation
|
$ | 350 | $ | 352 | $ | 350 | $ | 354 | ||||||||
Utility
|
13,778 | 15,851 | 12,334 | 13,444 |
Total
|
Total
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Total Fair
|
|||||||||||||
(in millions)
|
Cost
|
Gains
|
Losses
|
Value
|
||||||||||||
As of December 31, 2014
|
||||||||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||
Money market investments
|
$ | 17 | $ | - | $ | - | $ | 17 | ||||||||
Global equity securities
|
520 | 1,087 | (9 | ) | 1,598 | |||||||||||
Fixed-income securities
|
1,059 | 75 | (4 | ) | 1,130 | |||||||||||
Total nuclear decommissioning trusts
(1)
|
1,596 | 1,162 | (13 | ) | 2,745 | |||||||||||
Other investments
|
5 | 28 | - | 33 | ||||||||||||
Total
|
$ | 1,601 | $ | 1,190 | $ | (13 | ) | $ | 2,778 | |||||||
As of December 31, 2013
|
||||||||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||
Money market investments
|
$ | 38 | $ | - | $ | - | $ | 38 | ||||||||
Equity securities
|
||||||||||||||||
U.S.
|
246 | 811 | - | 1,057 | ||||||||||||
Non-U.S.
|
215 | 242 | - | 457 | ||||||||||||
Debt securities
|
||||||||||||||||
U.S. government and agency securities
|
870 | 51 | (5 | ) | 916 | |||||||||||
Municipal securities
|
24 | 2 | (1 | ) | 25 | |||||||||||
Other fixed-income securities
|
163 | 1 | (2 | ) | 162 | |||||||||||
Total nuclear decommissioning trusts
(1)
|
1,556 | 1,107 | (8 | ) | 2,655 | |||||||||||
Other investments
|
13 | 71 | - | 84 | ||||||||||||
Total
(1)
|
$ | 1,569 | $ | 1,178 | $ | (8 | ) | $ | 2,739 | |||||||
As of
|
||||
(in millions)
|
December 31, 2014
|
|||
Less than 1 year
|
$ | 17 | ||
1–5 years
|
466 | |||
5–10 years
|
263 | |||
More than 10 years
|
384 | |||
Total maturities of debt securities
|
$ | 1,130 |
2014
|
2013
|
2012
|
||||||||||
(in millions)
|
||||||||||||
Proceeds from sales and maturities of nuclear decommissioning trust
|
||||||||||||
investments
|
$ | 1,336 | $ | 1,619 | $ | 1,133 | ||||||
Gross realized gains on sales of securities held as available-for-sale
|
118 | 94 | 19 | |||||||||
Gross realized losses on sales of securities held as available-for-sale
|
(12 | ) | (13 | ) | (17 | ) |
2014
|
2013
|
|||||||
Change in plan assets:
|
||||||||
Fair value of plan assets at beginning of year
|
$ | 12,527 | $ | 12,141 | ||||
Actual return on plan assets
|
1,946 | 673 | ||||||
Company contributions
|
332 | 323 | ||||||
Benefits and expenses paid
|
(589 | ) | (610 | ) | ||||
Fair value of plan assets at end of year
|
$ | 14,216 | $ | 12,527 | ||||
Change in benefit obligation:
|
||||||||
Benefit obligation at beginning of year
|
$ | 14,077 | $ | 15,541 | ||||
Service cost for benefits earned
|
383 | 468 | ||||||
Interest cost
|
695 | 627 | ||||||
Actuarial (gain) loss
|
2,131 | (1,950 | ) | |||||
Plan amendments
|
(1 | ) | - | |||||
Transitional costs
|
- | 1 | ||||||
Benefits and expenses paid
|
(589 | ) | (610 | ) | ||||
Benefit obligation at end of year
(1)
|
$ | 16,696 | $ | 14,077 | ||||
Funded Status:
|
||||||||
Current liability
|
$ | (6 | ) | $ | (6 | ) | ||
Noncurrent liability
|
(2,474 | ) | (1,544 | ) | ||||
Net liability at end of year
|
$ | (2,480 | ) | $ | (1,550 | ) | ||
2014
|
2013
|
|||||||
Change in plan assets:
|
||||||||
Fair value of plan assets at beginning of year
|
$ | 1,892 | $ | 1,758 | ||||
Actual return on plan assets
|
241 | 64 | ||||||
Company contributions
|
57 | 145 | ||||||
Plan participant contribution
|
63 | 64 | ||||||
Benefits and expenses paid
|
(161 | ) | (139 | ) | ||||
Fair value of plan assets at end of year
|
$ | 2,092 | $ | 1,892 | ||||
Change in benefit obligation:
|
||||||||
Benefit obligation at beginning of year
|
$ | 1,597 | $ | 1,940 | ||||
Service cost for benefits earned
|
45 | 53 | ||||||
Interest cost
|
76 | 74 | ||||||
Actuarial (gain) loss
|
166 | (415 | ) | |||||
Benefits paid
|
(140 | ) | (123 | ) | ||||
Federal subsidy on benefits paid
|
4 | 4 | ||||||
Plan participant contributions
|
63 | 64 | ||||||
Benefit obligation at end of year
|
$ | 1,811 | $ | 1,597 | ||||
Funded Status:
(1)
|
||||||||
Noncurrent asset
|
$ | 368 | $ | 352 | ||||
Noncurrent liability
|
(87 | ) | (57 | ) | ||||
Net asset at end of year
|
$ | 281 | $ | 295 | ||||
2014
|
2013
|
2012
|
||||||||||
Service cost
|
$ | 383 | $ | 468 | $ | 396 | ||||||
Interest cost
|
695 | 627 | 658 | |||||||||
Expected return on plan assets
|
(807 | ) | (650 | ) | (598 | ) | ||||||
Amortization of prior service cost
|
20 | 20 | 20 | |||||||||
Amortization of net actuarial loss
|
2 | 111 | 123 | |||||||||
Net periodic benefit cost
|
293 | 576 | 599 | |||||||||
Less: transfer to regulatory account
(1)
|
42 | (238 | ) | (301 | ) | |||||||
Total expense recognized
|
$ | 335 | $ | 338 | $ | 298 | ||||||
(1)
The Utility recorded these amounts to a regulatory account as they are probable of recovery from customers in future rates.
|
2014
|
2013
|
2012
|
||||||||||
Service cost
|
$ | 45 | $ | 53 | $ | 49 | ||||||
Interest cost
|
76 | 74 | 83 | |||||||||
Expected return on plan assets
|
(103 | ) | (79 | ) | (77 | ) | ||||||
Amortization of transition obligation
|
- | - | 24 | |||||||||
Amortization of prior service cost
|
23 | 23 | 25 | |||||||||
Amortization of net actuarial loss
|
2 | 6 | 6 | |||||||||
Net periodic benefit cost
|
$ | 43 | $ | 77 | $ | 110 |
(in millions)
|
Pension Plan
|
PBOP Plans
|
||||
Unrecognized prior service cost
|
$ | 15 | $ | 19 | ||
Unrecognized net loss
|
11 | 4 | ||||
Total
|
$ | 26 | $ | 23 |
Pension Plan
|
PBOP Plans
|
|||||||||||||||||||||||
December 31,
|
December 31,
|
|||||||||||||||||||||||
2014
|
2013
|
2012
|
2014
|
2013
|
2012
|
|||||||||||||||||||
Discount rate
|
4.00 | % | 4.89 | % | 3.98 | % | 3.89 - 4.09 | % | 4.70 - 5.00 | % | 3.75 - 4.08 | % | ||||||||||||
Rate of future compensation
|
||||||||||||||||||||||||
increases
|
4.00 | % | 4.00 | % | 4.00 | % | - | - | - | |||||||||||||||
Expected return on plan
|
||||||||||||||||||||||||
assets
|
6.20 | % | 6.50 | % | 5.40 | % | 3.30 - 6.70 | % | 3.50 - 6.70 | % | 2.90 - 6.10 | % |
One-Percentage-Point
|
One-Percentage-Point
|
|||||||
(in millions)
|
Increase
|
Decrease
|
||||||
Effect on postretirement benefit obligation
|
$ | 107 | $ | (108 | ) | |||
Effect on service and interest cost
|
8 | (8 | ) |
Pension Plan
|
PBOP Plans
|
|||||||||||||||||||||||
2015
|
2014
|
2013
|
2015
|
2014
|
2013
|
|||||||||||||||||||
Global equity
|
25 | % | 25 | % | 25 | % | 31 | % | 30 | % | 28 | % | ||||||||||||
Absolute return
|
5 | % | 5 | % | 5 | % | 3 | % | 3 | % | 4 | % | ||||||||||||
Real assets
|
10 | % | 10 | % | 10 | % | 8 | % | 8 | % | 8 | % | ||||||||||||
Fixed income
|
60 | % | 60 | % | 60 | % | 58 | % | 59 | % | 60 | % | ||||||||||||
Total
|
100 | % | 100 | % | 100 | % | 100 | % | 100 | % | 100 | % |
Fair Value Measurements
|
||||||||||||||||||||||||
At December 31,
|
||||||||||||||||||||||||
2014
|
2013
|
|||||||||||||||||||||||
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||||||||||
Pension Plan:
|
||||||||||||||||||||||||
Short-term investments
|
$
|
352
|
$
|
311
|
$
|
-
|
$
|
663
|
$
|
70
|
$
|
-
|
$
|
-
|
$
|
70
|
||||||||
Global equity
|
918
|
2,311
|
-
|
3,229
|
1,123
|
2,363
|
-
|
3,486
|
||||||||||||||||
Absolute return
|
-
|
-
|
577
|
577
|
-
|
-
|
554
|
554
|
||||||||||||||||
Real assets
|
620
|
-
|
675
|
1,295
|
562
|
-
|
544
|
1,106
|
||||||||||||||||
Fixed-income
|
2,068
|
5,718
|
638
|
8,424
|
1,448
|
5,104
|
625
|
7,177
|
||||||||||||||||
Total
|
$
|
3,958
|
$
|
8,340
|
$
|
1,890
|
$
|
14,188
|
$
|
3,203
|
$
|
7,467
|
$
|
1,723
|
$
|
12,393
|
||||||||
PBOP Plans:
|
||||||||||||||||||||||||
Short-term investments
|
$
|
28
|
$
|
-
|
$
|
-
|
$
|
28
|
$
|
31
|
$
|
-
|
$
|
-
|
$
|
31
|
||||||||
Global equity
|
124
|
549
|
-
|
673
|
127
|
504
|
-
|
631
|
||||||||||||||||
Absolute return
|
-
|
-
|
55
|
55
|
-
|
-
|
53
|
53
|
||||||||||||||||
Real assets
|
72
|
-
|
49
|
121
|
67
|
-
|
38
|
105
|
||||||||||||||||
Fixed-income
|
163
|
1,055
|
1
|
1,219
|
137
|
936
|
2
|
1,075
|
||||||||||||||||
Total
|
$
|
387
|
$
|
1,604
|
$
|
105
|
$
|
2,096
|
$
|
362
|
$
|
1,440
|
$
|
93
|
$
|
1,895
|
||||||||
Total plan assets at fair value
|
$
|
16,284
|
$
|
14,288
|
Pension Plan
|
||||||||||||||||
(in millions)
|
Absolute
|
Fixed-
|
||||||||||||||
For the year ended December 31, 2014
|
Return
|
Income
|
Real Assets
|
Total
|
||||||||||||
Balance at beginning of year
|
$ | 554 | $ | 625 | $ | 544 | $ | 1,723 | ||||||||
Actual return on plan assets:
|
||||||||||||||||
Relating to assets still held at the reporting date
|
23 | 24 | 54 | 101 | ||||||||||||
Relating to assets sold during the period
|
- | 4 | - | 4 | ||||||||||||
Purchases, issuances, sales, and settlements:
|
||||||||||||||||
Purchases
|
- | 1 | 78 | 79 | ||||||||||||
Settlements
|
- | (16 | ) | (1 | ) | (17 | ) | |||||||||
Balance at end of year
|
$ | 577 | $ | 638 | $ | 675 | $ | 1,890 | ||||||||
Pension Plan
|
||||||||||||||||
(in millions)
|
Absolute
|
Fixed-
|
||||||||||||||
For the year ended December 31, 2013
|
Return
|
Income
|
Real Assets
|
Total
|
||||||||||||
Balance at beginning of year
|
$ | 513 | $ | 611 | $ | 285 | $ | 1,409 | ||||||||
Actual return on plan assets:
|
||||||||||||||||
Relating to assets still held at the reporting date
|
37 | 1 | 49 | 87 | ||||||||||||
Relating to assets sold during the period
|
4 | - | (3 | ) | 1 | |||||||||||
Purchases, issuances, sales, and settlements:
|
||||||||||||||||
Purchases
|
- | 20 | 352 | 372 | ||||||||||||
Settlements
|
- | (7 | ) | (139 | ) | (146 | ) | |||||||||
Balance at end of year
|
$ | 554 | $ | 625 | $ | 544 | $ | 1,723 |
PBOP Plans
|
||||||||||||||||
(in millions)
|
Absolute
|
Fixed-
|
||||||||||||||
For the year ended December 31, 2014
|
Return
|
Income
|
Real Assets
|
Total
|
||||||||||||
Balance at beginning of year
|
$ | 53 | $ | 2 | 38 | $ | 93 | |||||||||
Actual return on plan assets:
|
||||||||||||||||
Relating to assets still held at the reporting date
|
2 | - | 4 | 6 | ||||||||||||
Relating to assets sold during the period
|
- | - | - | - | ||||||||||||
Purchases, issuances, sales, and settlements:
|
||||||||||||||||
Purchases
|
- | - | 7 | 7 | ||||||||||||
Settlements
|
- | (1 | ) | - | (1 | ) | ||||||||||
Balance at end of year
|
$ | 55 | $ | 1 | $ | 49 | $ | 105 | ||||||||
PBOP Plans
|
||||||||||||||||
(in millions)
|
Absolute
|
Fixed-
|
||||||||||||||
For the year ended December 31, 2013
|
Return
|
Income
|
Real Assets
|
Total
|
||||||||||||
Balance at beginning of year
|
$ | 49 | $ | 1 | 28 | $ | 78 | |||||||||
Actual return on plan assets:
|
||||||||||||||||
Relating to assets still held at the reporting date
|
4 | - | 3 | 7 | ||||||||||||
Relating to assets sold during the period
|
- | - | - | - | ||||||||||||
Purchases, issuances, sales, and settlements:
|
||||||||||||||||
Purchases
|
12 | 1 | 21 | 34 | ||||||||||||
Settlements
|
(12 | ) | - | (14 | ) | (26 | ) | |||||||||
Balance at end of year
|
$ | 53 | $ | 2 | $ | 38 | $ | 93 |
Pension
|
PBOP
|
Federal
|
||||||||||
(in millions)
|
Plan
|
Plans
|
Subsidy
|
|||||||||
2015
|
$ | 653 | $ | 91 | $ | (7 | ) | |||||
2016
|
696 | 96 | (8 | ) | ||||||||
2017
|
737 | 102 | (8 | ) | ||||||||
2018
|
775 | 109 | (9 | ) | ||||||||
2019
|
812 | 115 | (10 | ) | ||||||||
Thereafter in the succeeding five years
|
4,545 | 614 | (29 | ) |
Year Ended December 31,
|
||||||||||||
(in millions)
|
2014
|
2013
|
2012
|
|||||||||
Utility revenues from:
|
||||||||||||
Administrative services provided to PG&E Corporation
|
$ | 5 | $ | 7 | $ | 7 | ||||||
Utility expenses from:
|
||||||||||||
Administrative services received from PG&E Corporation
|
$ | 54 | $ | 45 | $ | 50 | ||||||
Utility employee benefit due to PG&E Corporation
|
70 | 57 | 51 |
Balance at
|
||||||||
(in millions)
|
December 31, 2014
|
December 31, 2013
|
||||||
Topock natural gas compressor station
(1)
|
$ | 291 | $ | 264 | ||||
Hinkley natural gas compressor station
(1)
|
158 | 190 | ||||||
Former manufactured gas plant sites owned by the Utility or third parties
|
257 | 184 | ||||||
Utility-owned generation facilities (other than fossil fuel-fired),
other facilities, and third-party disposal sites
|
150 | 160 | ||||||
Fossil fuel-fired generation facilities and sites
|
98 | 102 | ||||||
Total environmental remediation liability
|
$ | 954 | $ | 900 | ||||
Power Purchase Agreements
|
||||||||||||||||||||||||
Renewable
|
Qualifying
|
Natural
|
Nuclear
|
|||||||||||||||||||||
(in millions)
|
Energy
|
Facility
|
Other
|
Gas
|
Fuel
|
Total
|
||||||||||||||||||
2015
|
$ | 2,145 | $ | 601 | $ | 820 | $ | 544 | $ | 138 | $ | 4,248 | ||||||||||||
2016
|
2,185 | 525 | 766 | 164 | 129 | 3,769 | ||||||||||||||||||
2017
|
2,187 | 418 | 758 | 107 | 131 | 3,601 | ||||||||||||||||||
2018
|
2,063 | 382 | 731 | 107 | 115 | 3,398 | ||||||||||||||||||
2019
|
2,053 | 304 | 706 | 107 | 109 | 3,279 | ||||||||||||||||||
Thereafter
|
30,289 | 1,217 | 2,390 | 648 | 429 | 34,973 | ||||||||||||||||||
Total purchase commitments
|
$ | 40,922 | $ | 3,447 | $ | 6,171 | $ | 1,677 | $ | 1,051 | $ | 53,268 |
Operating Leases
|
||||
2015
|
$ | 44 | ||
2016
|
43 | |||
2017
|
33 | |||
2018
|
30 | |||
2019
|
27 | |||
Thereafter
|
183 | |||
Total minimum lease payments
|
$ | 360 | ||
Quarter ended
|
||||||||||||||||
(in millions, except per share amounts)
|
December 31
|
September 30
|
June 30
|
March 31
|
||||||||||||
2014
|
||||||||||||||||
PG&E CORPORATION
|
||||||||||||||||
Operating revenues
(1)
|
$ | 4,308 | $ | 4,939 | $ | 3,952 | $ | 3,891 | ||||||||
Operating income
|
383 | 1,065 | 518 | 484 | ||||||||||||
Income tax provision
|
35 | 115 | 104 | 91 | ||||||||||||
Net income
(2)
|
135 | 814 | 271 | 230 | ||||||||||||
Income available for common shareholders
|
131 | 811 | 267 | 227 | ||||||||||||
Comprehensive income
|
120 | 796 | 260 | 235 | ||||||||||||
Net earnings per common share, basic
|
0.28 | 1.72 | 0.57 | 0.49 | ||||||||||||
Net earnings per common share, diluted
|
0.27 | 1.71 | 0.57 | 0.49 | ||||||||||||
Common stock price per share:
|
||||||||||||||||
High
|
54.98 | 48.07 | 48.23 | 44.73 | ||||||||||||
Low
|
44.38 | 43.00 | 42.37 | 39.60 | ||||||||||||
UTILITY
|
||||||||||||||||
Operating revenues
(1)
|
$ | 4,308 | $ | 4,939 | $ | 3,951 | $ | 3,890 | ||||||||
Operating income
|
383 | 1,059 | 525 | 485 | ||||||||||||
Income tax provision
|
59 | 115 | 110 | 100 | ||||||||||||
Net income
(2)
|
162 | 793 | 250 | 228 | ||||||||||||
Income available for common stock
|
158 | 790 | 246 | 225 | ||||||||||||
Comprehensive income
|
154 | 793 | 250 | 228 | ||||||||||||
2013
|
||||||||||||||||
PG&E CORPORATION
|
||||||||||||||||
Operating revenues
|
$ | 3,975 | $ | 4,175 | $ | 3,776 | $ | 3,672 | ||||||||
Operating income
|
333 | 291 | 636 | 502 | ||||||||||||
Income tax (benefit) provision
|
25 | (24 | ) | 153 | 114 | |||||||||||
Net income
(2)
|
90 | 164 | 332 | 242 | ||||||||||||
Income available for common shareholders
|
86 | 161 | 328 | 239 | ||||||||||||
Comprehensive income
|
210 | 165 | 352 | 252 | ||||||||||||
Net earnings per common share, basic
|
0.19 | 0.36 | 0.74 | 0.55 | ||||||||||||
Net earnings per common share, diluted
|
0.19 | 0.36 | 0.74 | 0.55 | ||||||||||||
Common stock price per share:
|
||||||||||||||||
High
|
42.75 | 46.37 | 48.44 | 44.53 | ||||||||||||
Low
|
40.07 | 40.76 | 43.59 | 40.47 | ||||||||||||
UTILITY
|
||||||||||||||||
Operating revenues
|
$ | 3,973 | $ | 4,174 | $ | 3,775 | $ | 3,671 | ||||||||
Operating income
|
360 | 292 | 635 | 503 | ||||||||||||
Income tax (benefit) provision
|
65 | (20 | ) | 160 | 121 | |||||||||||
Net income
(2)
|
138 | 162 | 329 | 237 | ||||||||||||
Income available for common stock
|
134 | 159 | 325 | 234 | ||||||||||||
Comprehensive income
|
231 | 166 | 333 | 242 | ||||||||||||
(1)
In the third quarter 2014, the Utility recorded an increase to base revenues as authorized by the CPUC in the 2014 GRC decision.
|
(a)
|
(b)
|
(c)
|
|||||||
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
|
||||||
Equity compensation plans approved by shareholders
|
6,303,612
|
(1)
|
$ 34.83
|
(2)
|
16,184,126
|
(3)
|
|||
Equity compensation plans not approved by shareholders
|
-
|
-
|
-
|
||||||
Total equity compensation plans
|
6,303,612
|
(1)
|
$ 34.83
|
(2)
|
16,184,126
|
(3)
|
|||
Exhibit Number
|
Exhibit Description
|
|
3.1
|
Restated Articles of Incorporation of PG&E Corporation effective as of May 29, 2002 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2003 (File No. 1-12609), Exhibit 3.1)
|
|
3.2
|
Certificate of Determination for PG&E Corporation Series A Preferred Stock filed December 22, 2000 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2000 (File No. 1-12609), Exhibit 3.2)
|
|
3.3
|
Bylaws of PG&E Corporation amended as of February 19, 2014 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 3.1)
|
|
3.4
|
Restated Articles of Incorporation of Pacific Gas and Electric Company effective as of April 12, 2004 (incorporated by reference to Pacific Gas and Electric Company's Form 8-K filed April 12, 2004 (File No. 1-2348), Exhibit 3)
|
|
3.5
|
Bylaws of Pacific Gas and Electric Company amended as of February 19, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-2348), Exhibit 3.2)
|
|
4.1
|
Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, 2004, as supplemented by a First Supplemental Indenture, dated as of March 23, 2004, and a Second Supplemental Indenture, dated as of April 12, 2004, between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 4.1)
|
|
4.2
|
First Supplemental Indenture dated as of March 13, 2007 relating to the Utility’s issuance of $700,000,000 principal amount of 5.80% Senior Notes due March 1, 2037 (incorporated by reference from Pacific Gas and Electric Company’s Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
|
|
4.3
|
Second Supplemental Indenture dated as of December 4, 2007 relating to the Utility’s issuance of $500,000,000 principal amount of 5.625% Senior Notes due November 30, 2017 (incorporated by reference from Pacific Gas and Electric Company’s Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
|
|
4.4
|
Third Supplemental Indenture dated as of March 3, 2008 relating to the Utility’s issuance of 5.625% Senior Notes due November 30, 2017 and 6.35% Senior Notes due February 15, 2038 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 3, 2008 (File No. 1-2348), Exhibit 4.1)
|
|
4.5
|
Fourth Supplemental Indenture dated as of October 21, 2008 relating to the Utility’s issuance of $600,000,000 aggregate principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated October 21, 2008 (File No. 1-2348), Exhibit 4.1)
|
4.6
|
Fifth Supplemental Indenture dated as of November 18, 2008 relating to the Utility’s issuance of $400,000,000 aggregate principal amount of its 6.25% Senior Notes due December 1, 2013 and $200 million principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2008 (File No. 1-2348), Exhibit 4.1)
|
|
4.7
|
Sixth Supplemental Indenture, dated as of March 6, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 6.25% Senior Notes due March 1, 2039 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 6, 2009 (File No. 1-2348), Exhibit 4.1)
|
|
4.8
|
Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2009 (File No. 1-2348), Exhibit 4.1)
|
|
4.9
|
Ninth Supplemental Indenture dated as of April 1, 2010 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 and $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due March 1, 2037 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 1, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.10
|
Tenth Supplemental Indenture dated as of September 15, 2010 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1, 2020 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September 15, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.11
|
Twelfth Supplemental Indenture dated as of November 18, 2010 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1, 2020 and $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 5.40% Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.12
|
Thirteenth Supplemental Indenture dated as of May 13, 2011, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.25% Senior Notes due May 15, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 13, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.13
|
Fourteenth Supplemental Indenture dated as of September 12, 2011 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company's 3.25% Senior Notes due September 15, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September 12, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.14
|
Sixteenth Supplemental Indenture dated as of December 1, 2011 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.50% Senior Notes due December 15, 2041 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated December 1, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.15
|
Seventeenth Supplemental Indenture dated as of April 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.45% Senior Notes due April 15, 2042 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 16, 2012 (File No. 1-2348), Exhibit 4.1)
|
|
4.16
|
Eighteenth Supplemental Indenture dated as of August 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 16, 2012 (File No. 1-2348), Exhibit 4.1)
|
4.17
|
Nineteenth Supplemental Indenture dated as of June 14, 2013 relating to the issuance of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 14, 2013 (File No. 1-2348), Exhibit 4.1)
|
|
4.18
|
Twentieth Supplemental Indenture dated as of November 12, 2013 relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.85% Senior Notes due November 15, 2023 and $500,000,000 aggregate principal amount of its 5.125% Senior Notes due November 15, 2043 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 12, 2013 (File No. 1-2348), Exhibit 4.1)
|
|
4.19
|
Twenty-First Supplemental Indenture, dated as of February 21, 2014, relating to the issuance of $450,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due February 15, 2024 and $450,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 21, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.20
|
Twenty-Second Supplemental Indenture, dated as of May 12, 2014, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due May 11, 2015 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 12, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.21
|
Twenty-Third Supplemental Indenture, dated as of August 18, 2014, relating to the issuance of $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.40% Senior Notes due August 15, 2024 and $225,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 18, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.22
|
Twenty-Fourth Supplemental Indenture, dated as of November 6, 2014, relating to the issuance of $500,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.30% Senior Notes due March 15, 2045 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 6, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.23
|
Senior Note Indenture, dated as of February 10, 2014, between PG&E Corporation and U.S. Bank National Association (incorporated by reference to PG&E Corporation’s Form S-3 (File No. 333-193880), Exhibit 4.1)
|
|
4.24
|
First Supplemental Indenture, dated as of February 27, 2014, relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 2.40% Senior Notes due March 1, 2019 (incorporated by reference to PG&E Corporation’s Form 8-K dated February 27, 2014 (File No. 1-12609), Exhibit 4.1)
|
|
4.25
|
Senior Note Indenture related to PG&E Corporation’s 5.75% Senior Notes due April 1, 2014, dated as of March 12, 2009, between PG&E Corporation and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to PG&E Corporation’s Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.1)
|
|
4.26
|
First Supplemental Indenture, dated as of March 12, 2009 relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 5.75% Senior Notes due April 1, 2014 (incorporated by reference to PG&E Corporation’s Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.2)
|
|
10.1
|
Amended and restated credit agreement dated April 1, 2013 among (1) PG&E Corporation as borrower, (2) Bank of America, N.A., as administrative agent and a lender, (3) J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners, (4) Citibank N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents and lenders, (5) The Royal Bank of Scotland plc and Wells Fargo Bank, National Association as co-documentation agents and lenders, and (6) the following other lenders: Barclays Bank PLC, BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., The Bank of New York Mellon, N.A., Mizuho Corporate Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association, Union Bank, N.A., TD Bank, N.A., Canadian Imperial Bank of Commerce, and Sumitomo Mitsui Banking Corporation (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.1)
|
|
10.2
|
Amended and restated credit agreement dated April 1, 2013 among (1) Pacific Gas and Electric Company as borrower, (2) Citibank N.A., as administrative agent and a lender, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners, (4) Bank of America, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents and lenders, (5) The Royal Bank of Scotland plc and Wells Fargo Bank, National Association as co-documentation agents and lenders, and (6) the following other lenders: Barclays Bank PLC, BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., The Bank of New York Mellon, N.A., Mizuho Corporate Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association, Union Bank, N.A., TD Bank, N.A., Canadian Imperial Bank of Commerce, and Sumitomo Mitsui Banking Corporation (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2013 (File No. 1-2348), Exhibit 10.2)
|
|
10.3
|
Settlement Agreement among California Public Utilities Commission, Pacific Gas and Electric Company and PG&E Corporation, dated as of December 19, 2003, together with appendices (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Form 8-K filed December 22, 2003 (File No. 1-12609 and File No. 1-2348), Exhibit 99)
|
|
10.4
|
Transmission Control Agreement among the California Independent System Operator (CAISO) and the Participating Transmission Owners, including Pacific Gas and Electric Company, effective as of March 31, 1998, as amended (CAISO, FERC Electric Tariff No. 7) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.8)
|
10.5
|
*
|
Letter regarding Compensation Agreement between PG&E Corporation and Anthony F. Earley, Jr. dated August 8, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.1)
|
10.6
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.4)
|
10.7
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.5)
|
10.8
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2012 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.3)
|
10.9
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011(incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.2)
|
10.10
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.3)
|
10.11
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.5)
|
10.12
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.6)
|
10.13
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2012 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.4)
|
10.14
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.4)
|
10.15
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.5)
|
10.16
|
*
|
Restricted Stock Unit Agreement between Christopher P. Johns and PG&E Corporation dated May 9, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2011 (File No. 1-12609), Exhibit 10.4)
|
10.17
|
*
|
Letter regarding Compensation Arrangement between PG&E Corporation and Hyun Park dated October 10, 2006 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.18)
|
10.18
|
*
|
Letter regarding Compensation Arrangement between PG&E Corporation and John R. Simon dated March 9, 2007 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012 (File No. 1-12609), Exhibit 10.18)
|
10.19
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Jesus Soto, Jr. dated April 4, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2012 (File No. 1-2348), Exhibit 10.2)
|
10.20
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Edward D. Halpin dated February 3, 2012 for employment starting April 1, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2012 (File No. 1-2348), Exhibit 10.21)
|
10.21
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Karen Austin dated April 29, 2011 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2011 (File No. 1-2348), Exhibit 10.7)
|
10.22
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Nick Stavropoulos dated April 29, 2011 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2011 (File No. 1-2348), Exhibit 10.8)
|
10.23
|
*
|
Separation Agreement between PG&E Corporation and Greg Pruett dated August 8, 2014 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2014 (File No. 1-12609), Exhibit 10.1)
|
10.24
|
*
|
Separation Agreement between Pacific Gas and Electric Company and Thomas Bottorff dated September 17, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended September 30, 2014 (File No. 1-2348), Exhibit 10.2)
|
10.25
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Steven Malnight dated February 22, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended September 30, 2014 (File No. 1-2348), Exhibit 10.3)
|
10.26
|
*
|
Amended and Restated Restricted Stock Unit Agreement between C. Lee Cox and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.6)
|
10.27
|
*
|
PG&E Corporation Supplemental Retirement Savings Plan amended effective as of September 19, 2001, and frozen after December 31, 2004 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2004) (File No. 1-12609), Exhibit 10.10)
|
10.28
|
*
|
PG&E Corporation 2005 Supplemental Retirement Savings Plan, as amended effective September 17, 2013 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2013 (File No. 1-12609), Exhibit 10.1)
|
10.29
|
*
|
PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.24)
|
10.30
|
*
|
PG&E Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of July 22, 1998 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended September 30, 1998 (File No. 1-12609), Exhibit 10.2)
|
10.31
|
*
|
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2014 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.1)
|
10.32
|
*
|
Amendment to PG&E Corporation Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.27)
|
10.33
|
*
|
Amendment to Pacific Gas and Electric Company Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.28)
|
10.34
|
*
|
PG&E Corporation Supplemental Executive Retirement Plan, as amended effective as of January 1, 2013 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012 (File No. 1-12609, Exhibit 10.31)
|
10.35
|
*
|
PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan, as amended effective September 17, 2013 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2013 (File No. 1-12609), Exhibit 10.2)
|
10.36
|
*
|
Pacific Gas and Electric Company Relocation Assistance Program for Officers (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.30)
|
10.37
|
*
|
Amendment to the Postretirement Life Insurance Plan of the Pacific Gas and Electric Company, effective February 5, 2015
|
10.38
|
*
|
Postretirement Life Insurance Plan of the Pacific Gas and Electric Company as amended and restated on February 14, 2012 (incorporated by reference to Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-2348), Exhibit 10.7)
|
10.39
|
*
|
PG&E Corporation Non-Employee Director Stock Incentive Plan (a component of the PG&E Corporation Long-Term Incentive Program) as amended effective as of July 1, 2004 (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.27)
|
10.40
|
*
|
Resolution of the PG&E Corporation Board of Directors dated September 16, 2014, adopting director compensation arrangement effective January 1, 2015
|
10.41
|
*
|
Resolution of the PG&E Corporation Board of Directors dated September 19, 2012, adopting director compensation arrangement effective January 1, 2013 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012) (File No. 1-12609), Exhibit 10.36)
|
10.42
|
*
|
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 16, 2014, adopting director compensation arrangement effective January 1, 2015
|
10.43
|
*
|
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 19, 2012, adopting director compensation arrangement effective January 1, 2013 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2012) (File No. 1-12609), Exhibit 10.37)
|
10.44
|
*
|
PG&E Corporation 2014 Long-Term Incentive Plan effective May 12, 2014 and amended effective January 1, 2015
|
10.45
|
*
|
PG&E Corporation 2006 Long-Term Incentive Plan, as amended effective January 1, 2013 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2012 (File No. 1-12609), Exhibit 10.40)
|
10.46
|
*
|
PG&E Corporation Long-Term Incentive Program (including the PG&E Corporation Stock Option Plan and Performance Unit Plan), as amended May 16, 2001, (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit 10)
|
10.47
|
*
|
Form of Restricted Stock Unit Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.2)
|
10.48
|
*
|
Form of Restricted Stock Unit Agreement for 2013 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.3)
|
10.49
|
*
|
Form of Restricted Stock Unit Agreement for 2012 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.1)
|
10.50
|
*
|
Form of Restricted Stock Unit Agreement for 2011 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2011 (File No. 1-12609), Exhibit 10.1)
|
10.51
|
*
|
Form of Restricted Stock Unit Agreement for 2010 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2010 (File No. 1-12609), Exhibit 10.2)
|
10.52
|
*
|
Form of Restricted Stock Unit Agreement for 2014 grants to directors under the PG&E Corporation 2014 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2014 (File No. 1-12609), Exhibit 10.3)
|
10.53
|
*
|
Form of Restricted Stock Unit Agreement for 2013 grants to directors under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12609), Exhibit 10.1)
|
10.54
|
*
|
Form of Non-Qualified Stock Option Agreement under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 8-K filed January 6, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 99.1)
|
10.55
|
*
|
Form of Performance Share Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.3)
|
10.56
|
*
|
Form of Performance Share Agreement for 2013 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.4)
|
10.57
|
*
|
Form of Performance Share Agreement for 2012 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.2)
|
10.58
|
*
|
Form of Performance Share Agreement for 2011 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2011 (File No. 1-12609), Exhibit 10.2)
|
10.59
|
*
|
PG&E Corporation 2010 Executive Stock Ownership Guidelines as adopted September 14, 2010, effective January 1, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2010 (File No. 1-12609), Exhibit 10.3)
|
10.60
|
*
|
PG&E Corporation Executive Stock Ownership Program Guidelines as amended effective September 15, 2010 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2010 (File No. 1-12609), Exhibit 10.2)
|
10.61
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of May 12, 2014 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2014 (File No. 1-12609), Exhibit 10.2)
|
10.62
|
*
|
PG&E Corporation 2012 Officer Severance Policy, effective as of March 1, 2012 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.6)
|
10.63
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of March 1, 2012 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.5)
|
10.64
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of February 15, 2011 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2010 (File No. 1-12609), Exhibit 10.51)
|
10.65
|
*
|
PG&E Corporation Golden Parachute Restriction Policy effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.49)
|
10.66
|
*
|
Amendment to PG&E Corporation Golden Parachute Restriction Policy dated December 31, 2008 (amendment to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.58)
|
10.67
|
*
|
PG&E Corporation Director Grantor Trust Agreement dated April 1, 1998 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit 10.1)
|
10.68
|
*
|
PG&E Corporation Officer Grantor Trust Agreement dated April 1, 1998, as updated effective January 1, 2005 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.39)
|
10.69
|
*
|
PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy effective as of February 17, 2010 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2009 (File No. 1-12609), Exhibit 10.54)
|
10.70
|
*
|
Resolution of the Board of Directors of PG&E Corporation regarding indemnification of officers and directors dated December 18, 1996 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.40)
|
10.71
|
*
|
Resolution of the Board of Directors of Pacific Gas and Electric Company regarding indemnification of officers and directors dated July 19, 1995 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-2348), Exhibit 10.41)
|
12.1
|
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
|
12.2
|
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
|
|
12.3
|
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
|
|
21
|
Subsidiaries of the Registrant
|
|
23
|
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
|
|
24
|
Powers of Attorney
|
|
31.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
**
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
**
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Management contract or compensatory agreement.
|
|
**
|
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.
|
PG&E CORPORATION
|
PACIFIC GAS AND ELECTRIC COMPANY
|
||
(Registrant)
|
(Registrant)
|
||
ANTHONY F. EARLEY, JR.
|
CHRISTOPHER P. JOHNS
|
||
Anthony F. Earley, Jr.
|
Christopher P. Johns
|
||
By:
|
Chairman of the Board, Chief Executive Officer, and President
|
By:
|
President
|
Date:
|
February 10, 2015
|
Date:
|
February 10, 2015
|
Signature
|
Title
|
Date
|
|||
A. Principal Executive Officers
|
|||||
ANTHONY F. EARLEY, JR.
|
Chairman of the Board, Chief Executive Officer, and
|
February 10, 2015
|
|||
Anthony F. Earley, Jr.
|
President (PG&E Corporation)
|
||||
CHRISTOPHER P. JOHNS
|
President
|
February 10, 2015
|
|||
Christopher P. Johns
|
(Pacific Gas and Electric Company)
|
||||
|
|||||
B. Principal Financial Officers
|
|||||
KENT M. HARVEY
|
Senior Vice President and Chief Financial Officer (PG&E Corporation)
|
February 10, 2015
|
|||
Kent M. Harvey
|
|||||
DINYAR B. MISTRY
|
Vice President, Chief Financial Officer, and Controller
|
February 10, 2015
|
|||
Dinyar B. Mistry
|
(Pacific Gas and Electric Company)
|
||||
C. Principal Accounting Officer
|
|||||
DINYAR B. MISTRY
|
Vice President and Controller (PG&E Corporation)
|
February 10, 2015
|
|||
Dinyar B. Mistry
|
Vice President, Chief Financial Officer, and Controller
|
||||
(Pacific Gas and Electric Company)
|
D. Directors
|
|||||
*
|
LEWIS CHEW
|
Director
|
February 10, 2015
|
||
Lewis Chew
|
|||||
*
|
ANTHONY F. EARLEY, JR.
|
Director
|
February 10, 2015
|
||
Anthony F. Earley, Jr.
|
|||||
*
|
FRED J. FOWLER
|
Director
|
February 10, 2015
|
||
Fred J. Fowler
|
|||||
*
|
MARYELLEN C. HERRINGER
|
Director
|
February 10, 2015
|
||
Maryellen C. Herringer
|
|||||
*
|
CHRISTOPHER P. JOHNS
|
Director (Pacific Gas and Electric Company only)
|
February 10, 2015
|
||
Christopher P. Johns
|
|||||
*
|
RICHARD C. KELLY
|
Director
|
February 10, 2015
|
||
Richard C. Kelly
|
|||||
*
|
ROGER H. KIMMEL
|
Director
|
February 10, 2015
|
||
Roger H. Kimmel
|
|||||
*
|
RICHARD A. MESERVE
|
Director
|
February 10, 2015
|
||
Richard A. Meserve
|
|||||
*
|
FORREST E. MILLER
|
Director
|
February 10, 2015
|
||
Forrest E. Miller
|
|||||
*
|
ROSENDO G. PARRA
|
Director
|
February 10, 2015
|
||
Rosendo G. Parra
|
|||||
*
|
BARBARA L. RAMBO
|
Director
|
February 10, 2015
|
||
Barbara L. Rambo
|
|||||
*
|
BARRY LAWSON WILLIAMS
|
Director
|
February 10, 2015
|
||
Barry Lawson Williams
|
|||||
*By:
|
HYUN PARK
|
||||
HYUN PARK, Attorney-in-Fact
|
Years Ended December 31,
|
||||||||||||
(in millions, except per share amounts)
|
2014
|
2013
|
2012
|
|||||||||
Administrative service revenue
|
$ | 51 | $ | 41 | $ | 43 | ||||||
Operating expenses
|
(53 | ) | (42 | ) | (41 | ) | ||||||
Interest income
|
1 | 1 | 1 | |||||||||
Interest expense
|
(14 | ) | (25 | ) | (22 | ) | ||||||
Other expense
|
(1 | ) | (57 | ) | (39 | ) | ||||||
Equity in earnings of subsidiaries
|
1,413 | 848 | 817 | |||||||||
Income before income taxes
|
1,397 | 766 | 759 | |||||||||
Income tax benefit
|
39 | 48 | 57 | |||||||||
Net income
|
$ | 1,436 | $ | 814 | $ | 816 | ||||||
Other Comprehensive Income
|
||||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of $10,
|
||||||||||||
$80, and $72, at respective dates)
|
$ | (14 | ) | $ | 113 | $ | 108 | |||||
Net change in investments (net of taxes of $17, $26, and $3, at respective dates)
|
(25 | ) | 38 | 4 | ||||||||
Total other comprehensive income (loss)
|
(39 | ) | 151 | 112 | ||||||||
Comprehensive Income
|
$ | 1,397 | $ | 965 | $ | 928 | ||||||
Weighted Average Common Shares Outstanding, Basic
|
468 | 444 | 424 | |||||||||
Weighted Average Common Shares Outstanding, Diluted
|
470 | 445 | 425 | |||||||||
Earnings per common share, basic
|
$ | 3.07 | $ | 1.83 | $ | 1.92 | ||||||
Earnings per common share, diluted
|
$ | 3.06 | $ | 1.83 | $ | 1.92 |
Balance at December 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 96 | $ | 231 | ||||
Advances to affiliates
|
31 | 30 | ||||||
Income taxes receivable
|
29 | 13 | ||||||
Other
|
38 | 86 | ||||||
Total current assets
|
194 | 360 | ||||||
Noncurrent Assets
|
||||||||
Equipment
|
2 | 2 | ||||||
Accumulated depreciation
|
(1 | ) | (1 | ) | ||||
Net equipment
|
1 | 1 | ||||||
Investments in subsidiaries
|
16,003 | 14,711 | ||||||
Other investments
|
117 | 110 | ||||||
Income taxes receivable
|
- | 5 | ||||||
Deferred income taxes
|
260 | 188 | ||||||
Total noncurrent assets
|
16,381 | 15,015 | ||||||
Total Assets
|
$ | 16,575 | $ | 15,375 | ||||
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
||||||||
Current Liabilities
|
||||||||
Short-term borrowings
|
$ | - | $ | 260 | ||||
Long-term debt classified as current
|
- | 350 | ||||||
Accounts payable – other
|
67 | 66 | ||||||
Other
|
269 | 230 | ||||||
Total current liabilities
|
336 | 906 | ||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
350 | - | ||||||
Other
|
141 | 127 | ||||||
Total noncurrent liabilities
|
491 | 127 | ||||||
Common Shareholders’ Equity
|
||||||||
Common stock
|
10,421 | 9,550 | ||||||
Reinvested earnings
|
5,316 | 4,742 | ||||||
Accumulated other comprehensive loss
|
11 | 50 | ||||||
Total common shareholders’ equity
|
15,748 | 14,342 | ||||||
Total Liabilities and Shareholders’ Equity
|
$ | 16,575 | $ | 15,375 |
Year Ended December 31,
|
||||||||||||
2014
|
2013
|
2012
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income
|
$ | 1,436 | $ | 814 | $ | 816 | ||||||
Adjustments to reconcile net income to net cash provided by operating activities:
|
||||||||||||
Stock-based compensation amortization
|
65 | 54 | 51 | |||||||||
Equity in earnings of subsidiaries
|
(1,413 | ) | (848 | ) | (817 | ) | ||||||
Deferred income taxes and tax credits, net
|
(72 | ) | (10 | ) | (31 | ) | ||||||
Noncurrent income taxes receivable/payable
|
5 | - | (6 | ) | ||||||||
Current income taxes receivable/payable
|
(16 | ) | 20 | (82 | ) | |||||||
Other
|
43 | (20 | ) | 20 | ||||||||
Net cash provided by (used in) operating activities
|
48 | 10 | (49 | ) | ||||||||
Cash Flows From Investing Activities:
|
||||||||||||
Investment in subsidiaries
|
(978 | ) | (1,371 | ) | (1,023 | ) | ||||||
Dividends received from subsidiaries
(1)
|
716 | 716 | 716 | |||||||||
Proceeds from tax equity investments
|
368 | 275 | 228 | |||||||||
Other
|
- | (8 | ) | - | ||||||||
Net cash provided by (used in) investing activities
|
106 | (388 | ) | (79 | ) | |||||||
Cash Flows From Financing Activities:
|
||||||||||||
Borrowings under revolving credit facilities
|
- | 140 | 120 | |||||||||
Repayments under revolving credit facilities
|
(260 | ) | - | - | ||||||||
Proceeds from issuance of long-term debt, net of discount and issuance costs of $3 in 2014
|
347 | - | - | |||||||||
Repayments of long-term debt
|
(350 | ) | - | - | ||||||||
Common stock issued
|
802 | 1,045 | 751 | |||||||||
Common stock dividends paid
(2)
|
(828 | ) | (782 | ) | (746 | ) | ||||||
Other
|
- | (1 | ) | 1 | ||||||||
Net cash provided by (used in) financing activities
|
(289 | ) | 402 | 126 | ||||||||
Net change in cash and cash equivalents
|
(135 | ) | 24 | (2 | ) | |||||||
Cash and cash equivalents at January 1
|
231 | 207 | 209 | |||||||||
Cash and cash equivalents at December 31
|
$ | 96 | $ | 231 | $ | 207 | ||||||
Supplemental disclosures of cash flow information
|
||||||||||||
Cash received (paid) for:
|
||||||||||||
Interest, net of amounts capitalized
|
$ | (15 | ) | $ | (23 | ) | $ | (20 | ) | |||
Income taxes, net
|
1 | 21 | (60 | ) | ||||||||
Supplemental disclosures of noncash investing and financing
|
||||||||||||
activities
|
||||||||||||
Noncash common stock issuances
|
21 | 22 | 22 | |||||||||
Common stock dividends declared but not yet paid
|
$ | 217 | $ | 208 | $ | 196 | ||||||
(1)
Because of its nature as a holding company, PG&E Corporation classifies dividends received from subsidiaries an investing cash flow.
|
(2)
In
January, April, July, and October of 2014, 2013, and 2012, respectively, PG&E Corporation paid quarterly common stock dividends of $0.455 per share.
|
Additions
|
||||||||||||||||||||
Description
|
Balance at Beginning of Period
|
Charged to Costs and Expenses
|
Charged to Other Accounts
|
Deductions
(2)
|
Balance at End of Period
|
|||||||||||||||
Valuation and qualifying accounts deducted from assets:
|
||||||||||||||||||||
2014:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 80 | $ | 41 | $ | - | $ | 55 | $ | 66 | ||||||||||
2013:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 87 | $ | 53 | $ | - | $ | 60 | $ | 80 | ||||||||||
2012:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 81 | $ | 66 | $ | - | $ | 60 | $ | 87 | ||||||||||
Additions
|
||||||||||||||||||||
Description
|
Balance at Beginning of Period
|
Charged to Costs and Expenses
|
Charged to Other Accounts
|
Deductions
(2)
|
Balance at End of Period
|
|||||||||||||||
Valuation and qualifying accounts deducted from assets:
|
||||||||||||||||||||
2014:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 80 | $ | 41 | $ | - | $ | 55 | $ | 66 | ||||||||||
2013:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 87 | $ | 53 | $ | - | $ | 60 | $ | 80 | ||||||||||
2012:
|
||||||||||||||||||||
Allowance for uncollectible accounts
(1)
|
$ | 81 | $ | 66 | $ | - | $ | 60 | $ | 87 | ||||||||||
Exhibit Number
|
Exhibit Description
|
|
3.1
|
Restated Articles of Incorporation of PG&E Corporation effective as of May 29, 2002 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2003 (File No. 1-12609), Exhibit 3.1)
|
|
3.2
|
Certificate of Determination for PG&E Corporation Series A Preferred Stock filed December 22, 2000 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2000 (File No. 1-12609), Exhibit 3.2)
|
|
3.3
|
Bylaws of PG&E Corporation amended as of February 19, 2014 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 3.1)
|
|
3.4
|
Restated Articles of Incorporation of Pacific Gas and Electric Company effective as of April 12, 2004 (incorporated by reference to Pacific Gas and Electric Company's Form 8-K filed April 12, 2004 (File No. 1-2348), Exhibit 3)
|
|
3.5
|
Bylaws of Pacific Gas and Electric Company amended as of February 19, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-2348), Exhibit 3.2)
|
|
4.1
|
Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, 2004, as supplemented by a First Supplemental Indenture, dated as of March 23, 2004, and a Second Supplemental Indenture, dated as of April 12, 2004, between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 4.1)
|
|
4.2
|
First Supplemental Indenture dated as of March 13, 2007 relating to the Utility’s issuance of $700,000,000 principal amount of 5.80% Senior Notes due March 1, 2037 (incorporated by reference from Pacific Gas and Electric Company’s Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
|
|
4.3
|
Second Supplemental Indenture dated as of December 4, 2007 relating to the Utility’s issuance of $500,000,000 principal amount of 5.625% Senior Notes due November 30, 2017 (incorporated by reference from Pacific Gas and Electric Company’s Form 8-K dated March 14, 2007 (File No. 1-2348), Exhibit 4.1)
|
|
4.4
|
Third Supplemental Indenture dated as of March 3, 2008 relating to the Utility’s issuance of 5.625% Senior Notes due November 30, 2017 and 6.35% Senior Notes due February 15, 2038 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 3, 2008 (File No. 1-2348), Exhibit 4.1)
|
|
4.5
|
Fourth Supplemental Indenture dated as of October 21, 2008 relating to the Utility’s issuance of $600,000,000 aggregate principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated October 21, 2008 (File No. 1-2348), Exhibit 4.1)
|
4.6
|
Fifth Supplemental Indenture dated as of November 18, 2008 relating to the Utility’s issuance of $400,000,000 aggregate principal amount of its 6.25% Senior Notes due December 1, 2013 and $200 million principal amount of its 8.25% Senior Notes due October 15, 2018 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2008 (File No. 1-2348), Exhibit 4.1)
|
|
4.7
|
Sixth Supplemental Indenture, dated as of March 6, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 6.25% Senior Notes due March 1, 2039 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 6, 2009 (File No. 1-2348), Exhibit 4.1)
|
|
4.8
|
Eighth Supplemental Indenture dated as of November 18, 2009 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2009 (File No. 1-2348), Exhibit 4.1)
|
|
4.9
|
Ninth Supplemental Indenture dated as of April 1, 2010 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due January 15, 2040 and $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Senior Notes due March 1, 2037 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 1, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.10
|
Tenth Supplemental Indenture dated as of September 15, 2010 relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1, 2020 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September 15, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.11
|
Twelfth Supplemental Indenture dated as of November 18, 2010 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1, 2020 and $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 5.40% Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 2010 (File No. 1-2348), Exhibit 4.1)
|
|
4.12
|
Thirteenth Supplemental Indenture dated as of May 13, 2011, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.25% Senior Notes due May 15, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 13, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.13
|
Fourteenth Supplemental Indenture dated as of September 12, 2011 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company's 3.25% Senior Notes due September 15, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September 12, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.14
|
Sixteenth Supplemental Indenture dated as of December 1, 2011 relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.50% Senior Notes due December 15, 2041 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated December 1, 2011 (File No. 1-2348), Exhibit 4.1)
|
|
4.15
|
Seventeenth Supplemental Indenture dated as of April 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.45% Senior Notes due April 15, 2042 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 16, 2012 (File No. 1-2348), Exhibit 4.1)
|
|
4.16
|
Eighteenth Supplemental Indenture dated as of August 16, 2012 relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due August 15, 2042 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 16, 2012 (File No. 1-2348), Exhibit 4.1)
|
4.17
|
Nineteenth Supplemental Indenture dated as of June 14, 2013 relating to the issuance of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 14, 2013 (File No. 1-2348), Exhibit 4.1)
|
|
4.18
|
Twentieth Supplemental Indenture dated as of November 12, 2013 relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.85% Senior Notes due November 15, 2023 and $500,000,000 aggregate principal amount of its 5.125% Senior Notes due November 15, 2043 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 12, 2013 (File No. 1-2348), Exhibit 4.1)
|
|
4.19
|
Twenty-First Supplemental Indenture, dated as of February 21, 2014, relating to the issuance of $450,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due February 15, 2024 and $450,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 21, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.20
|
Twenty-Second Supplemental Indenture, dated as of May 12, 2014, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due May 11, 2015 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 12, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.21
|
Twenty-Third Supplemental Indenture, dated as of August 18, 2014, relating to the issuance of $350,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.40% Senior Notes due August 15, 2024 and $225,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 18, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.22
|
Twenty-Fourth Supplemental Indenture, dated as of November 6, 2014, relating to the issuance of $500,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.30% Senior Notes due March 15, 2045 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 6, 2014 (File No. 12348), Exhibit 4.1)
|
|
4.23
|
Senior Note Indenture, dated as of February 10, 2014, between PG&E Corporation and U.S. Bank National Association (incorporated by reference to PG&E Corporation’s Form S-3 (File No. 333-193880), Exhibit 4.1)
|
|
4.24
|
First Supplemental Indenture, dated as of February 27, 2014, relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 2.40% Senior Notes due March 1, 2019 (incorporated by reference to PG&E Corporation’s Form 8-K dated February 27, 2014 (File No. 1-12609), Exhibit 4.1)
|
|
4.25
|
Senior Note Indenture related to PG&E Corporation’s 5.75% Senior Notes due April 1, 2014, dated as of March 12, 2009, between PG&E Corporation and Deutsche Bank Trust Company Americas as Trustee (incorporated by reference to PG&E Corporation’s Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.1)
|
|
4.26
|
First Supplemental Indenture, dated as of March 12, 2009 relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 5.75% Senior Notes due April 1, 2014 (incorporated by reference to PG&E Corporation’s Form 8-K dated March 10, 2009 (File No. 1-12609), Exhibit 4.2)
|
|
10.1
|
Amended and restated credit agreement dated April 1, 2013 among (1) PG&E Corporation as borrower, (2) Bank of America, N.A., as administrative agent and a lender, (3) J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, RBS Securities Inc. and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners, (4) Citibank N.A. and JPMorgan Chase Bank, N.A., as co-syndication agents and lenders, (5) The Royal Bank of Scotland plc and Wells Fargo Bank, National Association as co-documentation agents and lenders, and (6) the following other lenders: Barclays Bank PLC, BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., The Bank of New York Mellon, N.A., Mizuho Corporate Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association, Union Bank, N.A., TD Bank, N.A., Canadian Imperial Bank of Commerce, and Sumitomo Mitsui Banking Corporation (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.1)
|
|
10.2
|
Amended and restated credit agreement dated April 1, 2013 among (1) Pacific Gas and Electric Company as borrower, (2) Citibank N.A., as administrative agent and a lender, (3) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBS Securities Inc. and Wells Fargo Securities LLC as joint lead arrangers and joint bookrunners, (4) Bank of America, N.A. and JPMorgan Chase Bank, N.A. as co-syndication agents and lenders, (5) The Royal Bank of Scotland plc and Wells Fargo Bank, National Association as co-documentation agents and lenders, and (6) the following other lenders: Barclays Bank PLC, BNP Paribas, Goldman Sachs Bank USA, Morgan Stanley Bank, N.A., Morgan Stanley Senior Funding, Inc., The Bank of New York Mellon, N.A., Mizuho Corporate Bank, Ltd., Royal Bank of Canada, U.S. Bank National Association, Union Bank, N.A., TD Bank, N.A., Canadian Imperial Bank of Commerce, and Sumitomo Mitsui Banking Corporation (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2013 (File No. 1-2348), Exhibit 10.2)
|
|
10.3
|
Settlement Agreement among California Public Utilities Commission, Pacific Gas and Electric Company and PG&E Corporation, dated as of December 19, 2003, together with appendices (incorporated by reference to PG&E Corporation's and Pacific Gas and Electric Company's Form 8-K filed December 22, 2003 (File No. 1-12609 and File No. 1-2348), Exhibit 99)
|
|
10.4
|
Transmission Control Agreement among the California Independent System Operator (CAISO) and the Participating Transmission Owners, including Pacific Gas and Electric Company, effective as of March 31, 1998, as amended (CAISO, FERC Electric Tariff No. 7) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.8)
|
10.5
|
*
|
Letter regarding Compensation Agreement between PG&E Corporation and Anthony F. Earley, Jr. dated August 8, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.1)
|
10.6
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.4)
|
10.7
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.5)
|
10.8
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2012 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.3)
|
10.9
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011(incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.2)
|
10.10
|
*
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.3)
|
10.11
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.5)
|
10.12
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.6)
|
10.13
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2012 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.4)
|
10.14
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.4)
|
10.15
|
*
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation dated September 13, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2011 (File No. 1-12609), Exhibit 10.5)
|
10.16
|
*
|
Restricted Stock Unit Agreement between Christopher P. Johns and PG&E Corporation dated May 9, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2011 (File No. 1-12609), Exhibit 10.4)
|
10.17
|
*
|
Letter regarding Compensation Arrangement between PG&E Corporation and Hyun Park dated October 10, 2006 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2006 (File No. 1-12609), Exhibit 10.18)
|
10.18
|
*
|
Letter regarding Compensation Arrangement between PG&E Corporation and John R. Simon dated March 9, 2007 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012 (File No. 1-12609), Exhibit 10.18)
|
10.19
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Jesus Soto, Jr. dated April 4, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2012 (File No. 1-2348), Exhibit 10.2)
|
10.20
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Edward D. Halpin dated February 3, 2012 for employment starting April 1, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2012 (File No. 1-2348), Exhibit 10.21)
|
10.21
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Karen Austin dated April 29, 2011 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2011 (File No. 1-2348), Exhibit 10.7)
|
10.22
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Nick Stavropoulos dated April 29, 2011 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2011 (File No. 1-2348), Exhibit 10.8)
|
10.23
|
*
|
Separation Agreement between PG&E Corporation and Greg Pruett dated August 8, 2014 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2014 (File No. 1-12609), Exhibit 10.1)
|
10.24
|
*
|
Separation Agreement between Pacific Gas and Electric Company and Thomas Bottorff dated September 17, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended September 30, 2014 (File No. 1-2348), Exhibit 10.2)
|
10.25
|
*
|
Letter regarding Compensation Agreement between Pacific Gas and Electric Company and Steven Malnight dated February 22, 2012 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended September 30, 2014 (File No. 1-2348), Exhibit 10.3)
|
10.26
|
*
|
Amended and Restated Restricted Stock Unit Agreement between C. Lee Cox and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.6)
|
10.27
|
*
|
PG&E Corporation Supplemental Retirement Savings Plan amended effective as of September 19, 2001, and frozen after December 31, 2004 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2004) (File No. 1-12609), Exhibit 10.10)
|
10.28
|
*
|
PG&E Corporation 2005 Supplemental Retirement Savings Plan, as amended effective September 17, 2013 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2013 (File No. 1-12609), Exhibit 10.1)
|
10.29
|
*
|
PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, effective as of January 1, 2005 (as amended to comply with Internal Revenue Code Section 409A regulations effective as of January 1, 2009) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.24)
|
10.30
|
*
|
PG&E Corporation Deferred Compensation Plan for Non-Employee Directors, as amended and restated effective as of July 22, 1998 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended September 30, 1998 (File No. 1-12609), Exhibit 10.2)
|
10.31
|
*
|
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2014 (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.1)
|
10.32
|
*
|
Amendment to PG&E Corporation Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.27)
|
10.33
|
*
|
Amendment to Pacific Gas and Electric Company Short-Term Incentive Programs and Other Bonus Programs, effective January 1, 2009 (amendment to comply with Internal Revenue Code Section 409A regulations) (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.28)
|
10.34
|
*
|
PG&E Corporation Supplemental Executive Retirement Plan, as amended effective as of January 1, 2013 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012 (File No. 1-12609, Exhibit 10.31)
|
10.35
|
*
|
PG&E Corporation Defined Contribution Executive Supplemental Retirement Plan, as amended effective September 17, 2013 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2013 (File No. 1-12609), Exhibit 10.2)
|
10.36
|
*
|
Pacific Gas and Electric Company Relocation Assistance Program for Officers (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2008 (File No. 1-2348), Exhibit 10.30)
|
10.37
|
*
|
Amendment to the Postretirement Life Insurance Plan of the Pacific Gas and Electric Company, effective February 5, 2015
|
10.38
|
*
|
Postretirement Life Insurance Plan of the Pacific Gas and Electric Company as amended and restated on February 14, 2012 (incorporated by reference to Pacific Gas and Electric Company's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-2348), Exhibit 10.7)
|
10.39
|
*
|
PG&E Corporation Non-Employee Director Stock Incentive Plan (a component of the PG&E Corporation Long-Term Incentive Program) as amended effective as of July 1, 2004 (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.27)
|
10.40
|
*
|
Resolution of the PG&E Corporation Board of Directors dated September 16, 2014, adopting director compensation arrangement effective January 1, 2015
|
10.41
|
*
|
Resolution of the PG&E Corporation Board of Directors dated September 19, 2012, adopting director compensation arrangement effective January 1, 2013 (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, 2012) (File No. 1-12609), Exhibit 10.36)
|
10.42
|
*
|
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 16, 2014, adopting director compensation arrangement effective January 1, 2015
|
10.43
|
*
|
Resolution of the Pacific Gas and Electric Company Board of Directors dated September 19, 2012, adopting director compensation arrangement effective January 1, 2013 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2012) (File No. 1-12609), Exhibit 10.37)
|
10.44
|
*
|
PG&E Corporation 2014 Long-Term Incentive Plan effective May 12, 2014 and amended effective January 1, 2015
|
10.45
|
*
|
PG&E Corporation 2006 Long-Term Incentive Plan, as amended effective January 1, 2013 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2012 (File No. 1-12609), Exhibit 10.40)
|
10.46
|
*
|
PG&E Corporation Long-Term Incentive Program (including the PG&E Corporation Stock Option Plan and Performance Unit Plan), as amended May 16, 2001, (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2001 (File No. 1-12609), Exhibit 10)
|
10.47
|
*
|
Form of Restricted Stock Unit Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.2)
|
10.48
|
*
|
Form of Restricted Stock Unit Agreement for 2013 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.3)
|
10.49
|
*
|
Form of Restricted Stock Unit Agreement for 2012 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.1)
|
10.50
|
*
|
Form of Restricted Stock Unit Agreement for 2011 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2011 (File No. 1-12609), Exhibit 10.1)
|
10.51
|
*
|
Form of Restricted Stock Unit Agreement for 2010 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2010 (File No. 1-12609), Exhibit 10.2)
|
10.52
|
*
|
Form of Restricted Stock Unit Agreement for 2014 grants to directors under the PG&E Corporation 2014 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2014 (File No. 1-12609), Exhibit 10.3)
|
10.53
|
*
|
Form of Restricted Stock Unit Agreement for 2013 grants to directors under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2013 (File No. 1-12609), Exhibit 10.1)
|
10.54
|
*
|
Form of Non-Qualified Stock Option Agreement under the PG&E Corporation Long-Term Incentive Program (incorporated by reference to PG&E Corporation and Pacific Gas and Electric Company's Form 8-K filed January 6, 2005 (File No. 1-12609 and File No. 1-2348), Exhibit 99.1)
|
10.55
|
*
|
Form of Performance Share Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2014 (File No. 1-12609), Exhibit 10.3)
|
10.56
|
*
|
Form of Performance Share Agreement for 2013 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2013 (File No. 1-12609), Exhibit 10.4)
|
10.57
|
*
|
Form of Performance Share Agreement for 2012 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.2)
|
10.58
|
*
|
Form of Performance Share Agreement for 2011 grants under the PG&E Corporation 2006 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2011 (File No. 1-12609), Exhibit 10.2)
|
10.59
|
*
|
PG&E Corporation 2010 Executive Stock Ownership Guidelines as adopted September 14, 2010, effective January 1, 2011 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2010 (File No. 1-12609), Exhibit 10.3)
|
10.60
|
*
|
PG&E Corporation Executive Stock Ownership Program Guidelines as amended effective September 15, 2010 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended September 30, 2010 (File No. 1-12609), Exhibit 10.2)
|
10.61
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of May 12, 2014 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended June 30, 2014 (File No. 1-12609), Exhibit 10.2)
|
10.62
|
*
|
PG&E Corporation 2012 Officer Severance Policy, effective as of March 1, 2012 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.6)
|
10.63
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of March 1, 2012 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 2012 (File No. 1-12609), Exhibit 10.5)
|
10.64
|
*
|
PG&E Corporation Officer Severance Policy, as amended effective as of February 15, 2011 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2010 (File No. 1-12609), Exhibit 10.51)
|
10.65
|
*
|
PG&E Corporation Golden Parachute Restriction Policy effective as of February 15, 2006 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2005 (File No. 1-12609), Exhibit 10.49)
|
10.66
|
*
|
Amendment to PG&E Corporation Golden Parachute Restriction Policy dated December 31, 2008 (amendment to comply with Internal Revenue Code Section 409A Regulations) (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2008 (File No. 1-12609), Exhibit 10.58)
|
10.67
|
*
|
PG&E Corporation Director Grantor Trust Agreement dated April 1, 1998 (incorporated by reference to PG&E Corporation's Form 10-Q for the quarter ended March 31, 1998 (File No. 1-12609), Exhibit 10.1)
|
10.68
|
*
|
PG&E Corporation Officer Grantor Trust Agreement dated April 1, 1998, as updated effective January 1, 2005 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.39)
|
10.69
|
*
|
PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy effective as of February 17, 2010 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2009 (File No. 1-12609), Exhibit 10.54)
|
10.70
|
*
|
Resolution of the Board of Directors of PG&E Corporation regarding indemnification of officers and directors dated December 18, 1996 (incorporated by reference to PG&E Corporation's Form 10-K for the year ended December 31, 2004 (File No. 1-12609), Exhibit 10.40)
|
10.71
|
*
|
Resolution of the Board of Directors of Pacific Gas and Electric Company regarding indemnification of officers and directors dated July 19, 1995 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-2348), Exhibit 10.41)
|
12.1
|
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
|
12.2
|
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
|
|
12.3
|
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
|
|
21
|
Subsidiaries of the Registrant
|
|
23
|
Consent of Independent Registered Public Accounting Firm (Deloitte & Touche LLP)
|
|
24
|
Powers of Attorney
|
|
31.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
|
|
31.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
|
|
32.1
|
**
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2
|
**
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
*
|
Management contract or compensatory agreement.
|
|
**
|
Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|
No information found
Customers
Customer name | Ticker |
---|---|
Exelon Corporation | EXC |
The Williams Companies, Inc. | WMB |
WEC Energy Group, Inc. | WEC |
Xcel Energy Inc. | XEL |
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|