Commission File Number
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Exact Name of Registrant
as specified in its charter
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State or Other Jurisdiction of Incorporation or Organization
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IRS Employer Identification Number
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1-12609
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PG&E CORPORATION
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California
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94-3234914
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1-2348
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PACIFIC GAS AND ELECTRIC COMPANY
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California
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94-0742640
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![]() |
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77 Beale Street
P.O. Box 770000
San Francisco, California 94177
(Address of principal executive offices) (Zip Code)
(415) 267-7000
(Registrant's telephone number, including area code)
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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)
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o
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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o
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Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Exhibit 99.1
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PG&E Corporation news release dated August 7, 2012
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Exhibit 99.2
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Slides relating to webcast conference call
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SIGNATURES
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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.
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PG&E CORPORATION
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By:
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DINYAR B. MISTRY
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Dinyar B. Mistry
Vice President and Controller
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PACIFIC GAS AND ELECTRIC COMPANY
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By:
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DINYAR B. MISTRY
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Dinyar B. Mistry
Vice President, Chief Financial Officer and Controller
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Exhibit 99.1
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PG&E Corporation news release dated August 7, 2012
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Exhibit 99.2
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Slides relating to webcast conference call
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![]() |
Corporate Affairs
77 Beale Street
San Francisco, CA 94105
1-415-973-5940
|
Exhibit 99.1
|
FOR IMMEDIATE RELEASE
|
August 7, 2012
|
·
|
the ultimate amount of civil or criminal penalties the Utility may pay in connection with the pending investigations and enforcement matters related to the San Bruno accident and the Utility’s natural gas operations; the ultimate amount of third-party claims associated with the San Bruno accident and the timing and amount of related insurance recoveries; and the amount of any punitive damages, if any, the Utility may incur related to these third-party claims;
|
·
|
the outcome of regulatory proceedings and the extent to which the Utility is authorized to recover costs incurred to improve the safety and reliability of its natural gas operations;
|
·
|
the ultimate amount of additional costs the Utility incurs in 2012 and 2013, for incremental work to improve the safety and reliability of its electric and gas operations, that are not recovered through rates;
|
·
|
whether PG&E Corporation and the Utility are able to repair the reputational harm that they have suffered, and may suffer in the future, due to the San Bruno accident and the related civil litigation, the occurrence of adverse developments in the CPUC investigations or the criminal investigation, including any finding of criminal liability;
|
·
|
the level of equity contributions that PG&E Corporation must make to the Utility to enable the Utility to maintain its authorized capital structure as the Utility incurs charges and costs, including costs associated with natural gas matters and penalties imposed in connection with the pending investigations, that are not recoverable through rates or insurance;
|
·
|
the impact of environmental remediation 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 compliance and remediation costs from third parties or through rates or insurance; and the ultimate amount of costs the Utility incurs in connection with environmental remediation liabilities that are not recoverable through rates or insurance, such as the remediation costs associated with the Utility’s natural gas compressor station site located near Hinkley, California;
|
·
|
the impact of events that 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;
|
·
|
whether the Utility’s information technology, operating systems and networks, continue to function accurately; 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 confidential customer, vendor, and financial data contained in such systems and networks from unauthorized access and disclosure; 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 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
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·
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the other factors and risks discussed in PG&E Corporation and the Utility’s 2011 Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission.
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(Unaudited)
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|||||||
Three Months Ended
|
Six Months Ended
|
||||||
June 30,
|
June 30,
|
||||||
(in millions, except per share amounts)
|
2012
|
2011
|
2012
|
2011
|
|||
Operating Revenues
|
|||||||
Electric
|
$ 2,931
|
$ 2,889
|
$ 5,703
|
$ 5,506
|
|||
Natural gas
|
662
|
795
|
1,531
|
1,775
|
|||
Total operating revenues
|
3,593
|
3,684
|
7,234
|
7,281
|
|||
Operating Expenses
|
|||||||
Cost of electricity
|
962
|
906
|
1,821
|
1,794
|
|||
Cost of natural gas
|
132
|
258
|
475
|
766
|
|||
Operating and maintenance
|
1,426
|
1,237
|
2,794
|
2,463
|
|||
Depreciation, amortization, and decommissioning
|
606
|
591
|
1,190
|
1,082
|
|||
Total operating expenses
|
3,126
|
2,992
|
6,280
|
6,105
|
|||
Operating Income
|
467
|
692
|
954
|
1,176
|
|||
Interest income
|
3
|
3
|
4
|
5
|
|||
Interest expense
|
(176)
|
(174)
|
(350)
|
(351)
|
|||
Other income, net
|
32
|
21
|
58
|
38
|
|||
Income Before Income Taxes
|
326
|
542
|
666
|
868
|
|||
Income tax provision
|
87
|
176
|
191
|
300
|
|||
Net Income
|
239
|
366
|
475
|
568
|
|||
Preferred stock dividend requirement of subsidiary
|
4
|
4
|
7
|
7
|
|||
Income Available for Common Shareholders
|
$ 235
|
$ 362
|
$ 468
|
$ 561
|
|||
Weighted Average Common Shares Outstanding, Basic
|
423
|
399
|
419
|
397
|
|||
Weighted Average Common Shares Outstanding, Diluted
|
425
|
400
|
421
|
399
|
|||
Net Earnings Per Common Share, Basic
|
$ 0.56
|
$ 0.91
|
$ 1.12
|
$ 1.41
|
|||
Net Earnings Per Common Share, Diluted
|
$ 0.55
|
$ 0.91
|
$ 1.11
|
$ 1.41
|
|||
Dividends Declared Per Common Share
|
$ 0.46
|
$ 0.46
|
$ 0.91
|
$ 0.91
|
Reconciliation of PG&E Corporation Earnings from Operations to Consolidated Income Available for Common Shareholders in Accordance with Generally Accepted Accounting Principles (“GAAP”)
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||||||||||
Earnings
|
Earnings per Common Share (Diluted)
|
Earnings
|
Earnings per Common Share (Diluted)
|
||||||||||||
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
2012
|
2011
|
||||||||
PG&E Corporation Earnings from Operations (1)
|
$ 343
|
$ 406
|
$ 0.81
|
$ 1.02
|
$ 715
|
$ 636
|
$ 1.70
|
$ 1.60
|
|||||||
Items Impacting Comparability: (2)
|
|||||||||||||||
Natural gas matters (3)
|
(108)
|
(44)
|
(0.26)
|
(0.11)
|
(205)
|
(75)
|
(0.49)
|
(0.19)
|
|||||||
Environmental-related costs (4)
|
-
|
-
|
-
|
-
|
(42)
|
-
|
(0.10)
|
-
|
|||||||
PG&E Corporation Earnings on a GAAP basis
|
$ 235
|
$ 362
|
$ 0.55
|
$ 0.91
|
$ 468
|
$ 561
|
$ 1.11
|
$ 1.41
|
|||||||
(1)
|
“Earnings from operations” is not calculated in accordance with GAAP and excludes items impacting comparability as described in Note (2) below.
|
(2)
|
Items impacting comparability reconcile earnings from operations with Consolidated Income Available for Common Shareholders as reported in accordance with GAAP.
|
(3)
|
PG&E Corporation’s subsidiary, Pacific Gas and Electric Company (“Utility”) incurred net costs of $183 million and $346 million, pre-tax, during the three and six months ended June 30, 2012, respectively, in connection with natural gas matters. For the three and six months ended June 30, 2012, these amounts included pipeline-related costs to validate safe operating pressures, conduct strength testing, and perform other activities associated with safety improvements to the Utility’s natural gas pipeline system, as well as legal and regulatory costs. These costs also included an increase in the accrual for third-party claims related to the San Bruno accident and were partially offset by insurance recoveries. Costs incurred for the six months ended June 30, 2012 also included a contribution to the City of San Bruno. There were no additional charges incurred during these periods related to penalties.
|
(pre-tax)
|
Three months ended
June 30, 2012
|
Six months ended
June 30, 2012
|
|
Pipeline-related costs
|
$ (128)
|
$ (232)
|
|
Contribution to City of San Bruno
|
-
|
(70)
|
|
Third-party liability claims
|
(80)
|
(80)
|
|
Insurance recoveries
|
25
|
36
|
|
Natural gas matters
|
$ (183)
|
$ (346)
|
(4)
|
During the six months ended June 30, 2012, the Utility recorded a charge of $42 million, after-tax, for environmental remediation costs associated with the Utility's natural gas compressor site located near Hinkley, California (“Hinkley natural gas compressor site”).
|
Three months ended June 30,
|
Six months ended June 30,
|
||||||
Earnings
|
Earnings
|
||||||
2012
|
2011
|
2012
|
2011
|
||||
Pacific Gas and Electric Company Earnings from Operations (1)
|
$ 331
|
$ 399
|
$ 698
|
$ 628
|
|||
Items Impacting Comparability: (2)
|
|||||||
Natural gas matters (3)
|
(108)
|
(44)
|
(205)
|
(75)
|
|||
Environmental-related costs (4)
|
-
|
-
|
(42)
|
-
|
|||
Pacific Gas and Electric Company Earnings on a GAAP basis
|
$ 223
|
$ 355
|
$ 451
|
$ 553
|
Second Quarter 2011 EPS from Operations (1)
|
$ 1.02
|
Increase in rate base earnings
|
0.05
|
Storm and outage expenses
|
0.01
|
Gas transmission revenues
|
0.01
|
Timing of rate case decisions in 2011
|
(0.13)
|
Planned incremental work
|
(0.09)
|
Increase in shares outstanding
|
(0.06)
|
Second Quarter 2012 EPS from Operations (1)
|
$ 0.81
|
2011 YTD EPS from Operations (1)
|
$ 1.60
|
Increase in rate base earnings
|
0.10
|
Storm and outage expenses
|
0.08
|
Litigation and regulatory matters
|
0.06
|
Gas transmission revenues
|
0.03
|
Miscellaneous
|
0.07
|
Planned incremental work
|
(0.15)
|
Increase in shares outstanding
|
(0.09)
|
2012 YTD EPS from Operations (1)
|
$ 1.70
|
(1)
|
Please see Reconciliation of PG&E Corporation Earnings from Operations to Consolidated Income Available for Common Shareholders in Accordance with GAAP for a reconciliation of EPS from Operations to EPS on a GAAP basis.
|
2012 EPS Guidance
|
Low
|
High
|
|
Estimated EPS on an Earnings from Operations Basis
|
$ 3.10
|
$ 3.30
|
|
Estimated Items Impacting Comparability (1)
|
|||
Natural gas matters (2)
|
(1.13)
|
(0.79)
|
|
Environmental-related costs (3)
|
(0.14)
|
(0.10)
|
|
Estimated EPS on a GAAP Basis
|
$ 1.83
|
$ 2.41
|
(1)
|
Items impacting comparability reconcile earnings from operations with Consolidated Income Available for Common Shareholders in accordance with GAAP.
|
(2)
|
The range includes pipeline-related costs associated with the scope of work that the Utility expects to undertake on its natural gas pipeline system, as well as other items described below.
|
2012
|
|||
(in millions, pre-tax)
|
Low EPS
guidance range
|
High EPS
guidance range
|
|
Pipeline-related costs (a)
|
$ (550)
|
$ (450)
|
|
Penalties (b)
|
-
|
-
|
|
Contribution to City of San Bruno (c)
|
(70)
|
(70)
|
|
Third-party claims (d)
|
(225)
|
(80)
|
|
Insurance recoveries (e)
|
36
|
36
|
|
Natural gas matters
|
$ (809)
|
$ (564)
|
|
Natural gas matters, after tax
|
$ (479)
|
$ (334)
|
(a)
|
The pipeline-related cost range of $450 million to $550 million includes costs associated with regulatory and legal proceedings and other gas pipeline costs that may not be recoverable through rates. Although the Utility has requested the CPUC to authorize the Utility to recover certain costs it incurs in 2012 and future years under its proposed pipeline safety enhancement plan, it is uncertain what portion of these costs will be recoverable and when such costs will be recovered.
|
(b)
|
Although the Utility believes the ultimate amount of penalties could be materially higher than the $200 million accrued as of December 31, 2011, losses for penalties are recognized only when deemed probable and reasonably estimable under applicable accounting standards.
|
(c)
|
The contribution to the City of San Bruno is to support the city and community’s recovery efforts related to the San Bruno accident.
|
(d)
|
Based on the combined total of $375 million accrued in 2010 and 2011, the cumulative range for third-party claims is $455 million to $600 million.
|
(e)
|
Although the Utility considers it likely that a significant portion of the costs it incurs for third-party claims will be recovered through its insurance, insurance recoveries are recognized only when deemed probable under applicable accounting standards. The guidance provided does not include any potential future insurance recoveries or penalties (other than those already accrued) or any potential punitive damages.
|
(3)
|
The environmental-related costs range is an estimate that depends primarily on the outcome of a final groundwater remediation plan and other related activities associated with the Hinkley natural gas compressor site.
|
|
|
||
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