UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 24, 2017
(Date of earliest event reported)
Commission File Number |
Exact Name of Registrant as specified in its charter |
State or Other Jurisdiction |
IRS Employer Identification Number | |||
1-12609 | PG&E CORPORATION | California | 94-3234914 | |||
1-2348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
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77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 973-1000 (Registrants 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 (Registrants telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure
CECP Strategic Investor Initiatives CEO Investor Forum
On February 27, 2017, Anthony F. Earley, Jr., Chairman, Chief Executive Officer, and President of PG&E Corporation, will present at the CECP Strategic Investor Initiatives CEO Investor Forum in New York City, New York. The slide presentation that Mr. Earley will use during the audio webcast of his presentation is attached as an exhibit to this report. The audio webcast and the related slide presentation will be accessible at approximately 3:10 pm Eastern Time at www.wsw.com/webcast/cecp/pcg.
The information included in Exhibit 99 to this report is incorporated by reference in response to this Item 7.01, and is deemed to be furnished, not filed, pursuant to Item 7.01 of Form 8-K.
UBS Utilities and Natural Gas One-on-One Conference and Morgan Stanley MLP/Diversified Natural Gas, Utilities & Clean Tech Conference
On February 28, 2017, Jason P. Wells, Senior Vice President and Chief Financial Officer of PG&E Corporation, the parent company of Pacific Gas and Electric Company (the Utility), will meet with various investment professionals during the UBS Utilities and Natural Gas One-on-One Conference to be held in Boston, Massachusetts.
In addition, on March 2, 2017, Geisha J. Williams, currently President, Electric, of the Utility, who will become Chief Executive Officer and President of PG&E Corporation effective March 1, 2017, and Jason P. Wells, will meet with various investment professionals in New York City, New York, during the Morgan Stanley MLP/Diversified Natural Gas, Utilities & Clean Tech Conference.
During these meetings, management may refer to the presentation slides that were used during PG&E Corporations earnings conference call and webcast held on February 16, 2017 that were furnished to the SEC on a Current Report on Form 8-K dated February 16, 2017. Management may also refer to the Business Update presentation slides that were furnished to the SEC on a Current Report on Form 8-K/A dated November 4, 2016, as Exhibit 99.3. These materials can be accessed through the Investors section of PG&E Corporations website at www.pgecorp.com.
The information included in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is being furnished, and is not deemed to be filed:
Exhibit 99 | Tony Earleys presentation used at the CECP Strategic Investor Initiatives CEO Investor Forum on February 27, 2017 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.
PG&E CORPORATION | ||||||
By: | /s/ LINDA Y.H. CHENG | |||||
Dated: February 24, 2017 |
LINDA Y.H. CHENG Vice President, Corporate
Governance and | |||||
PACIFIC GAS AND ELECTRIC COMPANY | ||||||
By: | /s/ LINDA Y.H. CHENG | |||||
Dated: February 24, 2017 | LINDA Y.H. CHENG Vice President, Corporate
Governance and |
Exhibit Index
Exhibit 99 | Tony Earleys presentation used at the CECP Strategic Investor Initiatives CEO Investor Forum on February 27, 2017 |
Exhibit 99
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TONY EARLEY
Chairman, CEO, and President
February 27, 2017
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Forward Looking Statements
Statements contained in this slide presentation regarding PG&E Corporations planned investments through 2019 to modernize infrastructure, planned grid modernization investments through 2020, projected rate base and dividend growth through 2019, and other statements that are not purely historical constitute forward-looking statements that reflect managements current expectations and are based on managements judgement and opinions. These statements are necessarily subject to various risks and uncertainties, the realization or resolution of which may be outside managements control. Actual results may differ materially. PG&E Corporation and the Utility are not able to predict all the factors that may affect future results. Factors that could cause actual results to differ materially include, but are not limited to:
the timing and outcomes of the 2017 GRC, the TO rate case, the cost of capital proceeding, and other ratemaking and regulatory proceedings;
the amount and timing of costs related to Butte fire litigation, the extent to which such costs can be recovered through insurance, and whether additional investigations and proceedings in connection with Butte fire will be opened;
the timing and outcomes of (i) the CPUCs investigation of communications between the Utility and the CPUC that may have violated the CPUCs rules regarding ex parte communications or are otherwise alleged to be improper, or a potential settlement in connection with this proceeding, and (ii) the U.S. Attorneys Office in San Francisco and the California Attorney Generals office investigations in connection with communications between the Utilitys personnel and CPUC officials; the terms of probation and the monitorship imposed in the sentencing phase of the Utilitys federal criminal trial, the timing and outcomes of the debarment proceeding, the SEDs unresolved enforcement matters relating to the Utilitys compliance with natural gas-related laws and regulations, and other investigations that have been or may be commenced relating to the Utilitys compliance with natural gas-related laws and regulations, and the ultimate amount of fines, penalties, and remedial and other costs and remedial measures that the Utility may incur as a result;
the outcomes of the SEDs investigations of potential violations identified through audits, investigations, or self-reports;
the Utilitys ability to control its costs within the authorized levels of spending and the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs; changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons;
the impact that reductions in customer demand for electricity and natural gas have on the Utilitys ability to make and recover its investments through rates and earn its authorized return on equity, and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources, changing customer demand for natural gas and electric services, and an increasing number of customers departing for community choice aggregators; whether the Utility can continue to obtain insurance and whether insurance coverage is adequate for future losses or claims, especially following a major event that causes widespread third-party losses; 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, and the amount and timing of additional common stock and debt issuances by PG&E Corporation;
changes in estimated environmental remediation costs, including costs associated with the Utilitys natural gas compressor sites;
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, including as a result of the recent changes in the federal government; 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; and
the other factors disclosed in PG&E Corporation and the Utilitys joint Annual Report on Form 10-K for the year ended December 31, 2016.
This presentation is not complete without the accompanying statements made by management during the webcast presentation on February 27, 2017. The statements in this presentation are made as of its date and PG&E Corporation undertakes no obligation to update information contained herein. This presentation was attached to PG&E Corporations Current Report on Form 8-K that was furnished to the Securities and Exchange Commission on February 24, 2017 and is also available on PG&E
Corporations website at www.pgecorp.com.
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About PG&E
PG&E is focused on providing safe, reliable, affordable
and clean energy to nearly 16 million Californians
more than 5.3 million 4.4 million70,000
23,000 electric gas distributionsquare mile
employees customers customersservice area
~$32.4 7,700 69%~$17.7
billion MWh of owned GHG-free energybillion
electric generation delivered to
of ratebase capacity bundled customersin revenue
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Safety Forms our Foundation
Strong Operational
and Financial Results
Leadership Transparency IncentivesCulture
Significant Developed 50% of short-termEmbraced a
utility leadership industry-leading variablecontinuous
experience on public safety compensation tiedimprovement
the Board and dashboard to safetymindset and
executive team performancespeak-up culture
Demonstrated commitment to safety and compliance at all levels
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Customer Satisfaction Continues to Improve
800
J.D. Power Survey Results, 2011-2016 Gas Business
2nd Quartile
Electric Business
1st Quartile
750
Gas Residential
4th Quartile
Electric Residential
700 2nd Quartile
650
600
2011 20122013201420152016
Unwavering commitment to customer satisfaction
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K E Y S T R E N G T H # 1 : O N E O F T H E G R E E N E S T U T I L I T I E S I N T H E C O U N T R Y
PG&E is Focused on Sustainability
Nearly 2x More Carbon Free and Renewable
Energy Than The U.S. Average in 2016 Shaping California Model for Energy Efficiency
69%
36%
[Graphic Appears Here]
PG&E Customers Lead the Nation in Clean Technology Adoption
>280,000 solar customers More than 100,000 electric ~800 GWh/yr of efficiency
vehicles savings
Ranked #1 with ~25% of all Ranked #1 with ~20% of Ranked #2 among
U.S. rooftop solar all U.S. vehicles U.S. utilities
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K E Y S T R E N G T H # 2 : C O N S T R U C T I V E R E G U L A T O R Y F R A M E W O R K
PG&E Has Constructive Regulatory Mechanisms
Revenues decoupled from sales
Balancing accounts reduce cost volatility Forward-looking test year rate cases Risk-informed rate making Separate cost of capital proceeding
PG&Es industry-leading risk management aligns with CPUC safety focus
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K E Y S T R E N G T H # 3 : C A L I F O R N I A C L E A N E N E R G Y P O L I C I E S
PG&E is Aligned with Californias Climate Goals
California Greenhouse Gas Reduction Goals
and Historic Emissions*
Million metric
tons CO2 e
600
AB 32 requires
Historic Emissions California to return to
500 1990 levels by 2020
Industrial
400 SB 32 requires at
Electricity least 40% below 1990
300 Generation levels by 2030
200
Transportation
100
Res. & Comm.
0 Ag. & Forestry
2000 2005 20102015202020252030
California is Targeting:
50%
renewables by 2030
2X
energy efficiency in existing buildings by 2030
1.5M
electric vehicles by 2025
PG&E is a critical partner in achieving Californias clean energy goals
*Source: California Air Resources Board
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K E Y S T R E N G T H # 4 : M U L T I P L E I N F R A S T R U C T U R E I N V E S T M E N T D R I V E R S
California Policies Drive Infrastructure Investment
Gas investments (e.g., pipeline
Safety replacement, in-line inspection
and capability)
Reliability Electric investments (e.g.,
substation upgrades, cable
upgrades)
Generation asset upgrades
Sustained
Investments
Enabling Grid modernization
Californias Renewable integration projects
Clean Energy Energy efficiency programs
Economy Energy storage options
Electric vehicle infrastructure
State infrastructure modernization
(e.g., rail and water projects)
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G R O W T H F O C U S # 1 : E N H A N C E S A F E T Y A N D R E L I A B I L I T Y
PG&E Will Continue to Upgrade Our System
% of Gas Annual Projected % Penetration of
Transmission Miles of Gas Distribution Automated Switches in% of Urban
System Piggable Main Replacement Urban AreasSubstations Upgraded
~65%~170
~45%~85%
10430%
25% 34%
15%
27
5%7%
2010 2015 2026201020152019201020152019201020152019
Investments to systematically modernize infrastructure
See the Forward-Looking Statements for factors that could cause actual results to differ materially from the guidance presented and underlying assumptions. 10
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G R O W T H F O C U S # 2 : E N A B L E C A L I F O R N I A S C L E A N E N E R G Y E C O N O M Y
Grid Modernization Will Require Significant Investment
Grid Control and Monitoring Distributed Energy Resources
Increased remote control and Bi-directional energy flows and
sensor technology reduce outages voltage fluctuations require
and enable self-healing grid integration investments
Grid Data Analytics
Advanced analytics enhance decision making, improve operations and reduce cost
Grid Storage Electric Vehicles Increased RenewablesEnergy Efficiency and
Enables renewable Requires expanded Requires transmissionDemand Response
integration infrastructure integration Help manage customer costs
~$1 billion in planned grid modernization investments through 2020
See the Forward-Looking Statements for factors that could cause actual results to differ materially from the guidance presented and underlying assumptions. 11
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G O I N G F O R W A R D
PG&E is Well-Positioned for Industry Changes
Industry Changes PG&E Strategies
Integrate renewables and distributed energy
resources
Decarbonized Enable electric vehicle adoption
Economy Expand energy storage options
Enhance energy efficiency programs
Flexible procurement portfolio
Constructive regulatory mechanisms
Customer Choice
Modernize rate structures
Sustainable efficiencies
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PG&E Projects Strong Growth
Ratebase ($ in B) Dividend
~60%
~6.5-7% Payout
CAGR Ratio
~$39B
+ ~8%
~$34.4B
$1.96
$1.82
2017 2019 201520162019
Ratebase Range
See the Forward-Looking Statements for factors that could cause actual results to differ materially from the guidance presented and underlying assumptions. 13
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PG&E: Together, Building a Better California
Third Party Recognition
14
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