UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A(Amendment No. 1)
(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 |
| |
| 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) |
Securities registered pursuant to Section 12(b) of the Act:
| 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% | | |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:
PG&E Corporation | Yes þ No o |
Pacific Gas and Electric Company | Yes þ No o |
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:
PG&E Corporation | Yes o No þ |
Pacific Gas and Electric Company | Yes o No þ |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
PG&E Corporation | Yes þ No o |
Pacific Gas and Electric Company | Yes þ No o |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). PG&E Corporation | Yes þ No o |
Pacific Gas and Electric Company | Yes þ No o |
| | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:
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 ? |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
PG&E Corporation | Yes o No þ |
Pacific Gas and Electric Company | Yes o No þ |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2014, the last business day of the most recently completed second fiscal quarter:
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 shares |
Pacific Gas and Electric Company: | 264,374,809 shares (wholly owned by PG&E Corporation) |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved:
| Designated portions of the Joint Proxy Statement relating to the 2015 Annual Meetings of Shareholders | | Part III (Items 10, 11, 12, 13 and 14) |
EXPLANATORY NOTE
This Amendment No. 1 to PG&E Corporation’s and Pacific Gas and Electric Company’s Annual Report on Form 10-K is being amended hereby solely to include Exhibits 12.1, 12.2, and 12.3, which were inadvertently omitted in the Form 10-K filed with the Securities and Exchange Commission on February 10, 2015. No other changes have been made to the Form 10-K. This Amendment No. 1 speaks of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
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 | | PACIFIC GAS AND ELECTRIC COMPANY |
| | (Registrant) | | (Registrant) |
| | | | |
| | | | |
| | ANTHONY F. EARLEY, JR. | | CHRISTOPHER P. JOHNS |
| | Anthony F. Early, Jr. | | Christopher P. Johns |
| | | | |
| By: | Chairman of the Board, Chief Executive Officer, and President | By: | President |
| | | | |
| Date: | February 18, 2015 | Date: | February 18, 2015 |
| Exhibit Number | | Exhibit Description |
| 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 |
| 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 |
