EX-99.1 2 exhibit991-81920.htm EX-99.1 Document

EXHIBIT 99.1

MONTHLY OPERATING REPORT
(GENERAL BUSINESS CASE)

SUMMARY OF FINANCIAL STATUS
MONTH ENDED:June 30, 2020PETITION DATE:January 29, 2019

1.
Debtors in possession (or trustee) hereby submit this Monthly Operating Report on the Accrual Basis of accounting (or if checked here the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtors).
Dollars reported in $ millions

2.Asset and Liability StructureEnd of CurrentEnd of Prior As of Petition
MonthMonth
Filing (1)
a. Current Assets$25,013 $10,269 $9,091 
b. Total Assets$109,229 $87,091 $79,809 
c. Current Liabilities$45,795 $8,184 $3,740 
d. Total Liabilities$105,428 $81,032 $66,888 

3.Statement of Cash Receipts & Disbursements for MonthEnd of Current MonthEnd of Prior MonthCumulative
(Case to Date)
a. Total Receipts$2,467 $1,434 $35,018 
b. Total Disbursements$(2,258)$(1,939)$(34,953)
c. Excess (Deficiency) of Receipts Over Disbursements (a - b)$209 $(505)$65 
d. Cash Balance Beginning of Month$766 $1,271 $910 
e. Cash Balance End of Month (c + d)$975 $766 $975 

End of Current MonthEnd of Prior Month
Cumulative
(Case to Date) (1)
4.Profit/(Loss) from the Statement of Operations$(2,271)$177 $(9,254)
5.Account Receivables (Pre and Post-Petition)$5,098 $5,005 
6.Post-Petition Liabilities$15,219 $5,200 
7.
Past Due Post-Petition Account Payables (over 30 days) (2)
$ $ 

(1) Data as of January 29, 2019 is not available, January 31, 2019 data used as Petition Date.

(2) In the ordinary course, in most instances PG&E Corporation and the Utility’s process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting PG&E Corporation and the Utility’s acknowledgment of the delivery of goods or completion of services).  That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete.  PG&E Corporation and the Utility are actively engaged on an ongoing basis with their supplier base to minimize the invoice matching and validation time frame.  To the best of PG&E Corporation and the Utility’s knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, PG&E Corporation and the Utility do not have any past due post-petition accounts payable as of June 30, 2020.

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At the end of this reporting month: YesNo
8.Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee)ü
9.Have any payments been made to professionals? (if yes, attach listing including date of payment, amount of payment and name of payee)ü
10.If the answer is yes to 8 or 9, were all such payments approved by the court?ü
11.Have any payments been made to officers, insiders, shareholders, relatives? (if yes, attach listing including date of payment, amount and reason for payment, and name of payee)ü
12.Are the estates insured for replacement cost of assets and for general liability?ü
13.
Are a plan and disclosure statement on file? (1)
ü
14.
Was there any post-petition borrowing during this reporting period? (2)
ü

15.Check if paid:
Post-petition taxes:ü
U.S. Trustee Quarterly Fees:ü
Tax reporting and tax returns:ü
(Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.)

(1) The Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization on September 9, 2019. The Debtors thereafter amended such plan on September 23, 2019 (Docket #3966), and November 4, 2019 (Docket #4563). On December 12, 2019, the Debtors and Shareholder Proponents (as defined in the Plan) filed the Debtors' and Shareholders Proponents' Joint Chapter 11 Plan of Reorganization with the Bankruptcy Court, which was thereafter amended on January 31, 2020 (Docket #5590), March 9, 2020 (Docket #6217), March 16, 2020 (Docket #6320), May 22, 2020 (Docket #7525) and June 19, 2020 (Docket #8048) (“the Plan”). On February 7, 2020, the Debtors filed a disclosure statement with respect to the Plan (Docket #5700), which was thereafter amended on March 9, 2020 (Docket #6219), March 16, 2020 (Docket #6322), and March 17, 2020 (Docket #6353) (the “ Disclosure Statement”). The Disclosure Statement was approved by the Bankruptcy Court by Order dated March 17, 2020 (Docket #6340). The Bankruptcy Court confirmed the Plan by Order dated June 20, 2020 (Docket #8053).

(2) On June 19, 2020, the Utility completed the sale of (i) $500 million aggregate principal amount of Floating Rate First Mortgage Bonds due June 16, 2022, (ii) $2.5 billion aggregate principal amount of 1.75% First Mortgage Bonds due June 16, 2022, (iii) $1 billion aggregate principal amount of 2.10% First Mortgage Bonds due August 1, 2027, (iv) $2 billion aggregate principal amount of 2.50% First Mortgage Bonds due February 1, 2031, (v) $1 billion aggregate principal amount of 3.30% First Mortgage Bonds due August 1, 2040, and (vi) $1.925 billion aggregate principal amount of 3.50% First Mortgage Bonds due August 1, 2050 (collectively, the “Mortgage Bonds”). On the Effective Date (as defined below), pursuant to the Plan, the Utility issued $11.9 billion of its first mortgage bonds (the “New Mortgage Bonds”) in satisfaction of certain of its pre-petition senior unsecured debt.

On the Effective Date, pursuant to the Plan, the Utility reinstated $9.6 billion aggregate principal amount of the Utility Reinstated Senior Notes.

In addition, on July 1, 2020, the Utility obtained a $1.5 billion 18-month secured term loan under a term loan credit agreement.

On June 23, 2020, PG&E Corporation obtained a $2.75 billion secured term loan (the “Term Loan”). The Term Loan matures on June 23, 2025, unless extended by PG&E Corporation pursuant to the terms of the Term Loan Agreement. The Term Loan will bear interest based, at PG&E Corporation’s election, on (1) LIBOR (but in no event less than 1.0%) plus an applicable margin or (2) ABR (but in no event less than 2.0%) plus an applicable margin. ABR will equal the highest of the following: the prime rate, 0.5% above the overnight federal funds rate, and the one-month LIBOR plus 1.0%. The applicable margin for LIBOR loans is 4.5% and the applicable margin for ABR loans is 3.5%. Additionally, on June 23, 2020, PG&E Corporation completed the sale of (i) $1.0 billion aggregate principal amount of 5.00% Senior Secured Notes due July 1, 2028 (the “2028 Notes”) and (ii) $1.0 billion aggregate principal amount of 5.25% Senior Secured Notes due July 1, 2030 (the “2030 Notes,” and together with the 2028 Notes, the “Notes”).
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On July 1, 2020, the Utility entered into a $3.5 billion revolving credit agreement (the “Utility Revolving Credit Agreement”). Borrowings under the Utility Revolving Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 1.375% to 2.50% based on the Utility’s credit rating or (2) the base rate plus an applicable margin of 0.375% to 1.50% based on the Utility’s credit rating. In addition to interest on outstanding principal under the Utility Revolving Credit Agreement, the Utility is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.25% to 0.50% per annum depending on the Utility’s credit rating. The Utility Revolving Credit Agreement has a maximum letter of credit sublimit equal to $1.5 billion.

In addition, on July 1, 2020, the Utility obtained a $3.0 billion secured term loan under a term loan credit agreement (the “Utility Term Loan Credit Agreement”). The facilities under the Utility Term Loan Credit Agreement consist of a $1.5 billion 364-day term loan facility (the “Utility 364-Day Term Loan Facility”) and a $1.5 billion 18-month term loan facility (the “Utility 18-Month Term Loan Facility”). The maturity date for the 364-Day Term Loan Facility is June 30, 2021 and the maturity date for the 18-Month Term Loan Facility is January 1, 2022. Borrowings under the Utility Term Loan Credit Agreement will bear interest based on the Utility’s election of either (1) LIBOR plus an applicable margin of 2.00% with respect to the 364-Day Term Loan Facility and 2.25% with respect to the 18-Month Term Loan Facility, or (2) the base rate plus an applicable margin of 1.00% with respect to the 364-Day Term Loan Facility and 1.25% with respect to the Utility 18-Month Term Loan Facility.

On July 1, 2020, PG&E Corporation entered into a $500 million revolving credit agreement (the “Corporation Revolving Credit Agreement”). The Corporation Revolving Credit Agreement has a maturity date three years after the Effective Date, subject to two one-year extensions at the option of PG&E Corporation. Borrowings under the Corporation Revolving Credit Agreement will bear interest based on PG&E Corporation’s election of either (1) LIBOR plus an applicable margin of 3.00% to 4.25% based on PG&E Corporation’s credit rating or (2) the base rate plus an applicable margin of 2.00% to 3.25% based on PG&E Corporation’s credit rating. In addition to interest on outstanding principal under the Corporation Revolving Credit Agreement, PG&E Corporation is required to pay a commitment fee to the lenders in respect of the unutilized commitments thereunder, ranging from 0.50% to 0.75% per annum depending on PG&E Corporation’s credit rating.

(For more information regarding the post-petition borrowings, see Note 5 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020).
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I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct.

Date:August 19, 2020/s/ DAVID S. THOMASON
David S. Thomason
Vice President, Controller, PG&E Corporation
Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company

4


UNAUDITED STATEMENTS OF INCOME
FOR THE MONTH ENDED JUNE 30, 2020
(in millions)
ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Operating Revenues 
Electric$1,205 $ $1,205 
Natural gas393  393 
Total operating revenues1,598  1,598 
Operating Expenses
Cost of electricity320  320 
Cost of natural gas34  34 
Operating and maintenance741 (3)738 
Wildfire-related claims, net of insurance170  170 
Wildfire fund expense173  173 
Depreciation, amortization, and decommissioning298  298 
Total operating expenses
1,736 (3)1,733 
Operating Income (Loss)(138)3 (135)
Interest income3  3 
Interest expense(64)(7)(71)
Other income, net30 1 31 
Reorganization items, netItem 15(49)(1,505)(1,554)
Loss Before Income Taxes(218)(1,508)(1,726)
Income tax provision (benefit)560 (16)544 
Net Loss(778)(1,492)(2,270)
Preferred stock dividend requirement1  1 
Loss Available for Common Stock$(779)$(1,492)$(2,271)

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UNAUDITED STATEMENTS OF INCOME
PETITION DATE THROUGH JUNE 30, 2020
(in millions)
ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Operating Revenues 
Electric$19,215 $ $19,215 
Natural gas6,752  6,752 
Total operating revenues25,967  25,967 
Operating Expenses
Cost of electricity4,399  4,399 
Cost of natural gas1,150  1,150 
Operating and maintenance12,860 (25)12,835 
Wildfire-related claims, net of insurance11,606  11,606 
Wildfire fund expense173  173 
Depreciation, amortization, and decommissioning4,962 (1)4,961 
Total operating expenses
35,150 (26)35,124 
Operating Income (Loss)(9,183)26 (9,157)
Interest income110 1 111 
Interest expense(1,355)(32)(1,387)
Other income, net429 19 448 
Reorganization items, net
Item 15(524)(1,622)(2,146)
Loss Before Income Taxes(10,523)(1,608)(12,131)
Income tax benefit(2,882)(15)(2,897)
Net Loss(7,641)(1,593)(9,234)
Preferred stock dividend requirement20  20 
Loss Attributable to Common Stock$(7,661)$(1,593)$(9,254)


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UNAUDITED BALANCE SHEETS
AS OF JUNE 30, 2020

(in millions)ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
ASSETS 
Current Assets
Cash and cash equivalentsItems 10 and 11$746 $222 $968 
Restricted cash9,076 5,337 14,413 
Accounts receivable:
Customers (net of allowance for doubtful accounts of $81)Item 41,419  1,419 
Accrued unbilled revenue1,061  1,061 
Regulatory balancing accounts2,638  2,638 
Other2,634 108 2,618 
Regulatory assets377  377 
Inventories:Item 3
Gas stored underground and fuel oil89  89 
Materials and supplies564  564 
Wildfire fund asset466  466 
Other388 12 400 
Total current assets19,458 5,679 25,013 
Property, Plant, and Equipment
Electric64,832  64,832 
Gas23,371  23,371 
Construction work in progress2,615  2,615 
Other Plant in Service18 2 20 
Total property, plant, and equipment90,836 2 90,838 
Accumulated depreciation(27,435)(2)(27,437)
Net property, plant, and equipmentItem 763,401  63,401 
Other Noncurrent Assets
Regulatory assets7,507  7,507 
Nuclear decommissioning trusts3,196  3,196 
Operating lease right of use asset2,121 6 2,127 
Wildfire fund asset6,048  6,048 
Income taxes receivable66 84 67 
Other1,714 5,287 1,870 
Total other noncurrent assets20,652 5,377 20,815 
TOTAL ASSETS$103,511 $11,056 $109,229 

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UNAUDITED BALANCE SHEETS
AS OF JUNE 30, 2020

(in millions)ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
LIABILITIES AND SHAREHOLDERS’ EQUITY 
Current Liabilities
Short-term borrowings$ $300 $300 
Long-term debt, classified as current100 350 450 
Debtor-in-possession financing, classified as currentItem 62,000  2,000 
Accounts payable:Item 5
Trade creditors3,382 17 3,399 
Regulatory balancing accounts1,915  1,915 
Other717 39 631 
Operating lease liabilities548 3 551 
Interest Payable1,331 32 1,363 
Disputed claims and customer refunds238  238 
Wildfire-related claims26,143  26,143 
Wildfire fund liability5,200  5,200 
Other1,579 2,026 3,605 
Total current liabilities
43,153 2,767 45,795 
Noncurrent Liabilities
Long-term debt30,263 4,657 34,920 
Regulatory liabilities9,641  9,641 
Pension and other postretirement benefits1,836 105 1,941 
Asset retirement obligations5,961  5,961 
Deferred income taxesItem 81,316 (145)1,171 
Operating lease liabilities1,573 3 1,576 
Other4,455 81 4,423 
Total noncurrent liabilities55,045 4,701 59,633 
Liabilities Subject to CompromiseItem 9   
Shareholders’ Equity
Preferred stock258   
Common stock1,322 13,065 13,045 
Additional paid-in capital8,550   
Reinvested earnings(4,818)(9,467)(9,486)
Accumulated other comprehensive income (loss)1 (10)(10)
Total shareholders’ equity5,313 3,588 3,549 
Noncontrolling Interest - Preferred Stock of Subsidiary  252 
Total equity5,313 3,588 3,801 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$103,511 $11,056 $109,229 

8


UNAUDITED STATEMENTS OF CASH FLOWS
AS OF JUNE 30, 2020
(in millions)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Cash Flows from Operating Activities  
Net loss (1)
$(22)$(1,572)$(1,594)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and decommissioning1,729  1,729 
Allowance for equity funds used during construction(21) (21)
Deferred income taxes and tax credits, net890 (21)869 
Reorganization items, net13 1,545 1,558 
Wildfire fund expense173  173 
Other138 4 142 
Effect of changes in operating assets and liabilities:
Accounts receivable(374)(15)(389)
Wildfire-related insurance receivable99  99 
Inventories(19) (19)
Accounts payable701 21 722 
Wildfire-related claims619  619 
Other current assets and liabilities(4)533 529 
Regulatory assets, liabilities, and balancing accounts, net(1,570) (1,570)
Liabilities subject to compromise 401 12 413 
Other noncurrent assets and liabilities47 (16)31 
Net cash provided by operating activities2,800 491 3,291 
Cash Flows from Investing Activities
Capital expenditures(3,399) (3,399)
Proceeds from sales and maturities of nuclear decommissioning trust investments787  787 
Purchases of nuclear decommissioning trust investments(837) (837)
Other8  8 
Net cash used in investing activities(3,441) (3,441)
Cash Flows from Financing Activities
Proceeds from debtor-in-possession credit facility500  500 
Debtor-in-possession credit facility debt issuance costs(3) (3)
Proceeds from issuance of long-term debt, net of discount and issuance costs of $75, $90, and $165
8,850 4,660 13,510 
Bridge facility financing fees(33)(40)(73)
Other20  20 
Net cash provided by financing activities9,334 4,620 13,954 
Net change in cash, cash equivalents, and restricted cash8,693 5,111 13,804 
Cash, cash equivalents, and restricted cash at January 11,129 448 1,577 
Cash, cash equivalents, and restricted cash at June 30
$9,822 $5,559 $15,381 
Less: Restricted cash and restricted cash equivalents included in other current assets(9,076)(5,337)(14,413)
Cash and cash equivalents at June 30
$746 $222 $968 
(1) Net loss is for the year ended June 30, 2020 and will not agree to net loss as shown in Petition to Date Income Statement.









9








Supplemental disclosures of noncash investing and financing activities
Capital expenditures financed through accounts payable$273 $ $273 
Operating lease liabilities arising from obtaining right-of-use assets13 13



10


1. BASIS OF PRESENTATION

General and Chapter 11 Emergence

The accompanying unaudited financial statements have been prepared on a going concern basis, which contemplates the continuity of operations, the realization of assets and the satisfaction of liabilities in the normal course of business. PG&E Corporation and the Utility suffered material losses as a result of the 2017 Northern California wildfires and the 2018 Camp fire, which contributed to the decision to file for Chapter 11 protection on January 29, 2019. Uncertainty regarding these matters previously raised substantial doubt about PG&E Corporation’s and the Utility’s abilities to continue as going concerns.

As a result of PG&E Corporation’s and the Utility’s emergence from Chapter 11 on July 1, 2020 (the “Effective Date”), substantial doubt has been alleviated regarding the Company’s ability to meet its obligations as they become due within one year after the date the financial statements were issued. (For more information regarding the Chapter 11 Cases, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020)

Financial Statements

Financial Accounting Standards Board Accounting Standards Codification 852 (Reorganizations) (“ASC 852”), which is applicable to companies in Chapter 11, requires that financial statements for periods after the filing of a Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The financial statements have been prepared in accordance with ASC 852. The accompanying financial statements have been prepared solely for purposes of complying with the monthly operating requirements applicable in PG&E Corporation and the Utility’s Chapter 11 Cases (the “Monthly Operating Reports”). PG&E Corporation and the Utility caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of PG&E Corporation and the Utility.

The financial information contained in the Monthly Operating Reports is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. The Monthly Operating Reports should not be relied upon by any persons for information relating to current or future financial condition, events, or performance of the Corporation and the Utility and any of their non-debtor subsidiaries, as the results of operations contained in the Monthly Operating Reports are not necessarily indicative of results which may be expected for any other period or for the full year, and may not necessarily reflect the combined results of operations, financial position, and schedule of receipts and disbursements in the future. These unaudited financial statements were prepared using certain assumptions and estimates.  These assumptions and estimates are subject to revision.  Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

The Utility’s unaudited financial statements reflected under the column “Pacific Gas and Electric Company” are presented on a consolidated basis and include the accounts of the Utility and the following subsidiaries of the Utility that individually and in aggregate are immaterial: Eureka Energy Company, Midway Power, LLC, Pacific Energy Fuels Company, and Standard Pacific Gas Line Incorporated.

The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” are presented on a consolidated basis and include the accounts of the following subsidiaries of the Corporation that individually and in aggregate are immaterial: PCG Capital, Inc., PG&E Corporation Support Services, Inc., and PG&E Corporation Support Services II, Inc.  The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” exclude the accounts of the Utility.

The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation, Consolidated” are presented on a consolidated basis and include the accounts of the Corporation, the Utility, and other wholly owned and controlled subsidiaries.

These unaudited financial statements differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (shareholders’ equity, and other comprehensive income), relevant footnotes and certain reclassifications.

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Liabilities Subject to Compromise

As a result of the commencement of the Chapter 11 Cases, the payment of pre-petition liabilities was subject to compromise or other treatment pursuant to the Plan. Generally, actions to enforce or otherwise effect payment of pre-petition liabilities are subject to an injunction and will be satisfied pursuant to the Plan and the Chapter 11 claims reconciliation process. Although payment of pre-petition claims outside of the Plan generally is not permitted, the Bankruptcy Court granted PG&E Corporation and the Utility authority to pay certain pre-petition claims in designated categories and subject to certain terms and conditions. This relief generally was designed to preserve the value of PG&E Corporation’s and the Utility’s business and assets.

Prior to June 30, 2020, pre-petition liabilities that were subject to compromise were required to be reported at the amounts expected to be allowed. Therefore, liabilities subject to compromise as of December 31, 2019 in the table in Note 9 below reflected management’s estimates of amounts expected to be allowed in the Chapter 11 Cases, based upon, among other things, the status of negotiations with creditors. As of June 30, 2020, such amounts have been reclassified to current or non-current liabilities in the unaudited balance sheets, based upon management’s judgment as to the timing for settlement of such liabilities. (For more information regarding Liabilities Subject to Compromise, see Note 2 of the Notes to the Condensed Consolidated Financial Statements in PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020).

Reorganization Items

ASC 852 requires expenses and income directly associated with the Chapter 11 Cases to be reported separately in the income statement. Reorganization items are reported net and include expenses related to legal advisory and representation services, other professional consulting and advisory services, equity backstop premium expense, bridge loan facility fees, debtor-in-possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed, net of interest income.

Post-Petition Liabilities

Post-petition liabilities reflected in the Monthly Operating Report include Accounts payable – trade creditors, Accounts payable – other, Other current liabilities, Debtor-in-possession financing, Wildfire fund liabilities, and Wildfire-related claims, excluding amounts pertaining to regulatory liabilities.

2. CHAPTER 11 FILING

Plan of Reorganization and Restructuring Support Agreements

On June 19, 2020, PG&E Corporation and the Utility, certain funds and accounts managed or advised by Abrams Capital Management, LP (“Abrams”), and certain funds and accounts managed or advised by Knighthead Capital Management, LLC (“Knighthead” and, together with Abrams, the “Shareholder Proponents”) filed PG&E Corporation’s and the Utility’s and Shareholder Proponents’ Joint Chapter 11 Plan of Reorganization dated June 19, 2020 with the Bankruptcy Court (the “Plan”). The Bankruptcy Court confirmed the Plan by order dated June 20, 2020 (the “Confirmation Order”). PG&E Corporation and the Utility emerged from Chapter 11 on July 1, 2020.

Financial Reporting in Reorganization

Effective on the Petition Date and up to June 30, 2020, PG&E Corporation and the Utility applied accounting standards applicable to reorganizations, which are applicable to companies under Chapter 11 bankruptcy protection. These accounting standards require the financial statements for periods subsequent to the Petition Date to distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. Expenses, realized gains and losses, and provisions for losses that was directly associated with reorganization proceedings must have been reported separately as reorganization items, net in the Condensed Consolidated Statements of Income. In addition, the balance sheet must have distinguished pre-petition LSTC of PG&E Corporation and the Utility from pre-petition liabilities that were not subject to compromise, post-petition liabilities, and liabilities of the subsidiaries of PG&E Corporation that were not debtors in the Chapter 11 Cases in the Condensed Consolidated Balance Sheets. LSTC are pre-petition obligations that were not fully secured and had at least a possibility of not being repaid at the full claim amount. Where there was uncertainty about whether a secured claim will be paid or impaired pursuant to the Chapter 11 Cases, PG&E Corporation and the Utility have classified the entire amount of the claim as LSTC.

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Furthermore, the realization of assets and the satisfaction of liabilities are subject to uncertainty. Pursuant to the Plan and Confirmation Order, actions to enforce or otherwise effect the payment of certain claims against PG&E Corporation and the Utility in existence before the Petition Date are subject to an injunction and will be satisfied pursuant to the Plan and the Chapter 11 claims reconciliation process. These claims were reflected as LSTC in the Condensed Consolidated Balance Sheets at December 31, 2019. Additional claims may arise after the Petition Date resulting from the rejection of executory contracts, including leases, and from the determination by the Bankruptcy Court (or agreement by parties-in-interest) of allowed claims for contingencies and other disputed amounts.

PG&E Corporation’s Condensed Consolidated Financial Statements are presented on a consolidated basis and include the accounts of PG&E Corporation and the Utility and other subsidiaries of PG&E Corporation and the Utility that individually and in aggregate are immaterial. Such other subsidiaries did not file for bankruptcy.

The Utility’s Condensed Consolidated Financial Statements are presented on a consolidated basis and include the accounts of the Utility and other subsidiaries of the Utility that individually and in aggregate are immaterial. Such other subsidiaries did not file for bankruptcy.

Upon emergence from Chapter 11 on July 1, 2020, PG&E Corporation and the Utility were not required to apply fresh start accounting based on the provisions of ASC 852 since the entity’s reorganization value immediately before the date of confirmation is more than the total of all its post-petition liabilities and allowed claims.

For additional information regarding the Chapter 11 Cases, refer to the website maintained by Prime Clerk, LLC, the Company’s claims and noticing agent, at http://restructuring.primeclerk.com/pge, as well as to PG&E Corporation and the Utility’s joint annual report on Form 10-K for the year ended December 31, 2019, their joint quarterly reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020, and other reports filed with the SEC, which are available on PG&E Corporation's website at www.pgecorp.com and on the SEC website at www.sec.gov.  PG&E Corporation and the Utility also routinely post or provide links to certain documents and information related to the Chapter 11 Cases at http://investor.pgecorp.com, under the “Chapter 11” tab.

3. INVENTORY

Inventories are carried at weighted-average cost and include natural gas stored underground as well as materials and supplies.  Natural gas stored underground is recorded to inventory when injected and then expensed as the gas is withdrawn for distribution to customers or to be used as fuel for electric generation.  Materials and supplies are recorded to inventory when purchased and expensed or capitalized to plant, as appropriate, when consumed or installed.

4. ACCOUNTS RECEIVABLE

The following reflects the balance of the Utility’s Accounts receivable – Customers as of June 30, 2020:
(in millions)Accounts Receivable – Customers (Pre and Post-Petition)
Receivables Aging
0 -30 Days$851 
31-60 Days152 
61-90 Days92 
91+ Days247 
Unmailed invoices148 
Total accounts receivable – Customers1,490 
Other (1)
10 
Allowance for doubtful accounts(81)
Accounts receivable – Customers (net)$1,419 

(1) Represents Department of Water Resources bond charge, credit balance reclassification, and unidentified receipts.

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5. ACCOUNTS PAYABLE

To the best of PG&E Corporation and the Utility’s knowledge, all undisputed, validated post-petition accounts payable have been and are being paid under agreed-upon payment terms.

In the ordinary course, in most instances PG&E Corporation and the Utility’s process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting PG&E Corporation and the Utility’s acknowledgment of the delivery of goods or completion of services).  That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete.  PG&E Corporation and the Utility are actively engaged on an ongoing basis with its supplier base to minimize the invoice matching and validation time frame.  To the best of PG&E Corporation and the Utility’s knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, PG&E Corporation and the Utility do not have any past due post-petition accounts payable as of June 30, 2020.

6. DEBTOR-IN-POSSESSION (“DIP”) FINANCING

The following table summarizes the Utility’s outstanding borrowings and availability under their DIP credit facilities at June 30, 2020:
(in millions)Termination DateAggregate LimitTerm Loan BorrowingsRevolver BorrowingsLetters of Credit OutstandingAggregate Availability
DIP FacilitiesDecember 2020$5,500 $2,000 $ $904 $2,596 

On July 1, 2020, the DIP Facilities were repaid in full and all commitments thereunder were terminated in connection with emergence from Chapter 11.


7. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are reported at the lower of their historical cost less accumulated depreciation or fair value.  Historical costs include labor and materials, construction overhead, and allowance for funds used during construction.  PG&E Corporation’s Consolidated balances of its property, plant, and equipment were as follows at June 30, 2020:
(in millions)PG&E Corporation Consolidated
Electric (1)
$64,832 
Gas23,371 
Construction work in progress2,615 
Other Plant in Service20 
Total property, plant, and equipment90,838 
Accumulated depreciation(27,437)
Net property, plant, and equipment
$63,401 

(1) Balance includes nuclear fuel inventories.  Stored nuclear fuel inventory is stated at weighted-average cost.  Nuclear fuel in the reactor is expensed as it is used based on the amount of energy output. 

8. PAYMENT OF TAXES

To the best of PG&E Corporation and the Utility’s knowledge, they are current on all taxes payable.

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9. LIABILITIES SUBJECT TO COMPROMISE

Liabilities subject to compromise as of December 31, 2019 which were settled or reclassified during the six months ended June 30, 2020 consist of the following:
(in millions)Utility
PG&E
Corporation (1)
December 31, 2019
PG&E
Corporation
Consolidated
Change in Estimated Allowed Claim 2020 (2)
Cash
Payment
Reclassified (3)
Utility
PG&E
Corporation (1)
June 30, 2020
PG&E
Corporation
Consolidated
Financing debt
$22,450 $666 $23,116 $351 $ $(23,467)$ $ $ 
Wildfire-related claims
25,548  25,548 18 (23)(25,543)   
Trade creditors (4)
1,183 5 1,188 6 (14)(1,180)   
Non-qualified benefit plan20 137 157   (157)   
2001 bankruptcy disputed claims234  234 4  (238)   
Customer deposits & advances71  71 12  (83)   
Other230 2 232 59  (291)   
Total Liabilities Subject to Compromise$49,736 $810 $50,546 $450 $(37)$(50,959)$ $ $ 

(1) PG&E Corporation amounts reflected under the column “PG&E Corporation” exclude the accounts of the Utility.
(2) Change in estimated allowed claim amounts are primarily due to interest accruals with the exception of the “wildfire-related claims”, “customer deposits & advances”, and “other” line items which are mainly due to the adjustment to recorded liabilities.
(3) Amounts reclassified included $8.6 million to Accounts payable - other, $237.6 million to Disputed claims and customer refunds, $1,347.4 million to Interest payable, $21,425.7 million to Long-term debt, $300.0 million to Short-term borrowings, $450.0 million to Long-term debt, classified as current, $301.0 million to Other current liabilities, $97.9 million to Other non-current liabilities, $121.3 million to Pension and other post-retirement benefits, $1,126.9 million to Accounts payable - trade creditors, and $25,542.7 million to Wildfire-related claims on the unaudited balance sheets. For information on reclassified amounts, please see Note 2 of the Notes to the Condensed Consolidated Financial Statements for PG&E Corporation and the Utility’s quarterly report on Form 10-Q for the quarter ended June 30, 2020.
(4) As of July 24, 2020, $0.4 million and $290 million has been repaid by PG&E Corporation and the Utility, respectively.

10. RECAPITULATION OF FUNDS HELD AT END OF MONTH

The following reflects the bank balances of the Corporation and the Utility as of June 30, 2020:
Legal EntityBankAccount No.Balance, End of Month (in ones)
PG&E CorporationThe Bank of New York Mellon8400$221,500,000 
PG&E CorporationThe Bank of New York Mellon9023577,288 
PG&E CorporationBank of America7107 
PG&E CorporationThe Bank of New York Mellon4558 
PG&E CorporationUnion Bank of California9557737 
PG&E CorporationBank of America0X30 
PG&E CorporationBarclays Capital Inc.1362 
PG&E CorporationBNP Paribas0652 
PG&E CorporationCitigroup Global Markets0473 
PG&E CorporationGoldman, Sachs & Co0609 
PG&E CorporationJP Morgan Chase Bank, N.A.0698 
PG&E CorporationMitsubishi UFJ Securities USA, INC.0189 
PG&E CorporationMorgan Stanley / ISG Operations4966 
PG&E CorporationRBC Capital Markets2226 
PG&E CorporationWells Fargo Securities, LLC7221 
Pacific Gas & Electric CompanyThe Bank of New York Mellon8400445,750,000 
Pacific Gas & Electric CompanyUnion Bank of California5581275,320,062 
Pacific Gas & Electric CompanyCitibank N. A.2091474,936 
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Pacific Gas & Electric CompanyBank of America3212502,102 
Pacific Gas & Electric CompanyThe Bank of New York Mellon999423,978,121 
Pacific Gas & Electric CompanyThe Bank of New York Mellon7822 
Pacific Gas & Electric CompanyThe Bank of New York Mellon5477 
Pacific Gas & Electric CompanyRoyal Bank of Canada0446463,081 
Pacific Gas & Electric CompanyBank of America7115 
Pacific Gas & Electric CompanyU.S. Bank23119,071 
Pacific Gas & Electric CompanyBank of America298846,736 
Pacific Gas & Electric CompanyThe Bank of New York Mellon3044 
Pacific Gas & Electric CompanyBank of America230212,902 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas4XL93,040 
Pacific Gas & Electric CompanyThe Bank of New York Mellon4122985 
Pacific Gas & Electric CompanyThe Bank of New York Mellon3532 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.11 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.7 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.2 
Pacific Gas & Electric CompanyBank of America0817 
Pacific Gas & Electric CompanyCitibank N. A.0901 
Pacific Gas & Electric CompanyCitibank N. A.1958 
Pacific Gas & Electric CompanyCitibank N. A.2316 
Pacific Gas & Electric CompanyCitigroup Global Markets6473 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.1 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.1 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.11 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.12 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.13 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.14 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.15 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.16 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.2 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.3 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.4 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.5 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.6 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.7 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.8 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.9 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.10 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.12 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.6 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.8 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.1 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.10 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.11 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.12 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.13 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.14 
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Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.15 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.16 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.17 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.18 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.19 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.20 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.21 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.22 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.23 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.24 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.3 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.4 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.5 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.6 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.7 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.8 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.9 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas387.1 
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas7110 
Pacific Gas & Electric CompanyThe Bank of New York Mellon8400703,163 
Pacific Gas & Electric CompanyThe Bank of New York Mellon8544 
Pacific Gas & Electric CompanyThe Bank of New York Mellon99904,955,257 
Pacific Gas & Electric CompanyThe Bank of New York Mellon4017 
Pacific Gas & Electric CompanyThe Bank of New York Mellon0143 
Pacific Gas & Electric CompanyWells Fargo Bank N.A.9578 
Pacific Gas & Electric CompanyThe Bank of New York Mellon9978 
Pacific Gas & Electric CompanyU.S. Bank50001,003,429 
Pacific Gas & Electric CompanyBank of America2520 
Total Funds on Hand for all Accounts (1)(2)
$975,300,910 

(1) Schedule does not include Wells Fargo accounts 5300 and 5400; these accounts are held by grantor trusts relating to post-service benefits to directors, officers, and other highly paid employees, which have a combined value of $184,865,048. The grantor trusts are considered assets of the Corporation subject to creditor claims.
(2) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.

11. CASH RECEIPTS AND DISBURSEMENTS

The following reflects the cash receipts and disbursements of the Corporation and the Utility for the month ended June 30, 2020:
(in ones)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Beginning Cash (1)(2)
$391,791,687 $374,744,892 $766,536,579 
Total receipts (3)
2,454,589,921 11,922,396 2,466,512,317 
Total disbursements (3)
(2,093,158,723)(164,589,263)(2,257,747,986)
DIP borrowing and repayments, net (net of fees)   
Total Change in Cash361,431,198 (152,666,867)208,764,331 
Ending Cash (1)(2)
$753,222,885 $222,078,025 $975,300,910 

(1) Calculated using balance per bank.
(2) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.
(3) Includes intercompany receipts and disbursements between the Corporation and the Utility.
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12.  PAYMENTS ON PRE-PETITION DEBT

The following reflects the payments for the month ended June 30, 2020 made in accordance with the authority granted by the Bankruptcy Court pursuant to the First Day Motions.
(in millions)Disbursed in Month
First Day Motions
Operational Integrity Supplier$ 
Cash Management 
NGX - CAISO 
Public Purpose Programs2 
Shippers / Liens 
Tax1 
Employee Wage and Benefits 
Insurance 
503(b)(9) (1)
 
Total$3 

(1) Pursuant to the Operational Integrity Motion Debtors are allowed to pay valid 503(b)(9) claims.

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13.  PAYMENTS FOR RETAINED PROFESSIONALS

The following reflects payments made to retained bankruptcy professionals during the month ended June 30, 2020.

(in ones)
NamePayment DateTotal Payments for the Month
AP SERVICES, LLP6/6/2020$7,610,069 
BAKER & HOSTETLER LLP6/20/20203,331,211 
BERMAN AND TODDERUD PLLP6/13/202092,628 
BRUCE A MARKELL6/30/202075,000 
CENTERVIEW PARTNERS LLC6/18/2020409,723 
CRAVATH, SWAINE & MOORE LLP6/13/20; 6/16/20; 6/18/20; 6/20/203,809,646 
DELOITTE & TOUCHE LLP6/29/2020328,146 
FTI CONSULTING INC6/19/2020620,486 
JENNER & BLOCK LLP6/19/2020721,967 
KELLER & BENVENUTTI LLP6/13/2020152,640 
KPMG LLP6/2/2020391,355 
LATHAM & WATKINS6/13/2020; 6/29/20201,290,078 
LINCOLN INTERNATIONAL LP6/19/20201,418,585 
LYNN ANNE BAKER6/19/202035,424 
MCKINSEY & COMPANY INC - U S6/27/2020156,000 
MILBANK LLP6/20/20201,304,427 
MORRISON & FOERSTER LLP6/8/20; 6/15/20942,963 
MUNGER TOLLES & OLSON LLP6/13/20; 6/18/20; 6/19/20; 6/20/20; 6/25/205,440,066 
PILLSBURY WINTHROP SHAW PITTMAN LLP6/30/202027,728 
SIMPSON THACHER & BARTLETT LLP6/16/2020738,319 
STEPTOE & JOHNSON LLP6/18/2020276,203 
TRIDENT DMG LLC6/18/202028,088 
WEIL GOTSHAL & MANGES LLP6/13/20; 6/18/20; 6/20/205,294,878 
WILLIS TOWERS WATSON US LLC6/3/20; 6/5/20; 6/12/20; 6/30/2080,295 
Total$34,575,925 

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14.  PAYMENTS TO INSIDERS

The following reflects the cash payments made to insiders (Section 16 officers) of the Corporation and the Utility during the month ended June 30, 2020.

(in ones)
Total Payments for Month
Name(1)
Title
William D. Johnson(2)
Former Chief Executive Officer and President, PG&E Corporation$491,292 
(3)
Michael A. Lewis(4)
Senior Vice President, Electric Operations, Pacific Gas and Electric Company$46,375 

Janet C. Loduca(5)
Former Senior Vice President and General Counsel, PG&E Corporation and Pacific Gas and Electric Company$51,271 

John R. Simon(6)
Executive Vice President, Law, Strategy, and Policy, PG&E Corporation$60,523 

David S. ThomasonVice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company
Vice President and Controller, PG&E Corporation
$27,896 
Andrew M. Vesey(7)
Former Chief Executive Officer and President, Pacific Gas and Electric Company$83,333 
Jason P. WellsExecutive Vice President and Chief Financial Officer, PG&E Corporation$56,175 

James M. WelschSenior Vice President and Chief Nuclear Officer, Pacific Gas and Electric Company$48,141 

(1) Section 16 officers of the Corporation and/or the Utility, as determined by the Corporation's and the Utility's Boards of Directors as of December 31, 2019.
(2) Mr. Johnson stepped down from his position as Chief Executive Officer and President of PG&E Corporation effective June 30, 2020.
(3) Includes vacation payout of $282,959.
(4) Effective August 1, 2020, Mr. Lewis serves as Interim President of the Utility.
(5) Effective August 15, 2020, Ms. Loduca stepped down from her position as Senior Vice President and General Counsel of PG&E Corporation and the Utility.
(6) Effective August 15, 2020, Mr. Simon serves as Executive Vice President, General Counsel and Chief Ethics & Compliance Officer of PG&E Corporation.
(7) Effective August 1, 2020, Mr. Vesey no longer serves as Chief Executive Officer and President of the Utility.

15.  REORGANIZATION ITEMS

The following reflects reorganization items, net, post-petition through June 30, 2020:
(in millions)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Debtor-in-possession financing costs$99 $17 $116 
Legal and other (1)
480 1,616 2,096 
Interest income(55)(11)(66)
Adjustments to LSTC    
Total reorganization items, net$524 $1,622 $2,146 

(1) At June 30, 2020, the Corporation and the Utility incurred $1,641,207 and $1,992,210, respectively, in fees to the U.S. Trustee.

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