8-K 1 d790969d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: August 9, 2019

(Date of earliest event reported)

 

 

 

Commission

File Number

  

Exact Name of Registrant

as specified in its charter

  

State or Other Jurisdiction of
Incorporation or Organization

  

IRS Employer

Identification Number

1-12609   PG&E CORPORATION   California   94-3234914
1-2348   PACIFIC GAS AND ELECTRIC COMPANY   California   94-0742640

 

 

 

LOGO   LOGO

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

  

77 Beale Street

P.O. Box 770000

San Francisco, California 94177

(Address of principal executive offices) (Zip Code)   (Address of principal executive offices) (Zip Code)
(415) 973-1000   (415) 973-7000
(Registrant’s telephone number, including area code)   (Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock, no par value   PCG   NYSE
First preferred stock, cumulative, par value $25 per share, 5% series A redeemable   PCG-PE   NYSE American
First preferred stock, cumulative, par value $25 per share, 5% redeemable   PCG-PD   NYSE American
First preferred stock, cumulative, par value $25 per share, 4.80% redeemable   PCG-PG   NYSE American
First preferred stock, cumulative, par value $25 per share, 4.50% redeemable   PCG-PH   NYSE American
First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable   PCG-PI   NYSE American
First preferred stock, cumulative, par value $25 per share, 6% nonredeemable   PCG-PA   NYSE American
First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable   PCG-PB   NYSE American
First preferred stock, cumulative, par value $25 per share, 5% nonredeemable   PCG-PC   NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company   PG&E Corporation   ☐  
Emerging growth company   Pacific Gas and Electric Company   ☐  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

PG&E Corporation   ☐   
Pacific Gas and Electric Company   ☐   

 

 

 

Item 2.02

Results of Operations and Financial Condition

On August 9, 2019, PG&E Corporation issued a press release reporting its financial results and the financial results of its subsidiary, Pacific Gas and Electric Company (the “Utility”), for the quarter ended June 30, 2019. The press release is attached as Exhibit 99.1 to this report. A slide presentation, which includes supplemental information relating to PG&E Corporation and the Utility, is attached as Exhibit 99.2 to this report. The Exhibits will be posted on PG&E Corporation’s website at http://investor.pgecorp.com.

The information included in 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 (the “Exchange Act”), 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 (the “Securities Act”).

 

Item 7.01

Regulation FD Disclosure

Exhibits

The information included in the Exhibits to this report is incorporated by reference in response to this Item 7.01, is being “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act 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.

Public Dissemination of Certain Information

PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings before the California Public Utilities Commission (CPUC) and the Federal Energy Regulatory Commission (FERC) at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post or provide direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “News & Events: Events & Presentations” tab and links to certain documents and information related to the 2018 Camp fire, 2017 Northern California wildfires, and 2015 Butte fire which may be of interest to investors, at http://investor.pgecorp.com, under the “Wildfire Updates” tab, in order to publicly disseminate such information. It is possible that any of these filings or information included therein could be deemed to be material information. The information contained on such website is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the Securities and Exchange Commission.

 

Item 9.01

Financial Statements and Exhibits

Exhibits

The following Exhibits are being furnished, and are not deemed to be filed:

 

Exhibit 99.1    Press release dated August 9, 2019
Exhibit 99.2    Slide presentation dated August 9, 2019

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/ JASON P. WELLS

Dated: August 9, 2019       Jason P. Wells
      Senior Vice President and Chief Financial Officer
    PACIFIC GAS AND ELECTRIC COMPANY
    By:  

/s/ DAVID S. THOMASON

Dated: August 9, 2019       David S. Thomason
      Vice President, Chief Financial Officer and Controller