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: December 15, 2022
(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 |
| 001-12609 | | PG&E Corporation | | California | | 94-3234914 |
| 001-02348 | | Pacific Gas and Electric Company | | California | | 94-0742640 |
| | |
| 77 BEALE STREET | | 77 BEALE STREET |
| P.O. BOX 770000 | | P.O. BOX 770000 |
| SAN FRANCISCO, California 94177 | | 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 | The New York Stock Exchange |
| Equity Units | PCGU | The New York Stock Exchange |
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable | PCG-PI | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC |
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC |
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 8.01 Other Events.
Wildfire Mitigation and Catastrophic Events Costs Recovery Application
On December 15, 2022, Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, filed an application with the California Public Utilities Commission (the “CPUC”) requesting cost recovery of approximately $1.36 billion of recorded expenditures related to wildfire mitigation, certain catastrophic events, and a number of other activities (the “2022 WMCE application”).
The recorded expenditures consist of $1.2 billion in expenses and $136 million in capital expenditures. The costs addressed in the 2022 WMCE application cover activities during the years 2019 to 2021 and are incremental to those previously authorized in the Utility’s 2020 General Rate Case (“GRC”), and other proceedings. The costs addressed in this application reflect costs to: (1) complete wildfire risk mitigation activities in accordance with the Utility’s annual Wildfire Mitigation Plans; (2) respond to government-declared catastrophic events to repair damaged facilities, restore utility services, and protect the Utility’s employees and customers; and (3) implement various customer-focused initiatives.
The Utility recorded these costs to the memorandum and balancing accounts as set forth in the following table:
| | Revenue Requirement $ in millions |
| Vegetation Management Balancing Account (VMBA) | $815 |
| Catastrophic Event Memorandum Account (CEMA) | $262 |
| Wildfire Mitigation Balancing Account (WMBA) | $101 |
| Microgrids Memorandum Account (MGMA) | $89 |
| Other | $26 |
In connection with the 2022 WMCE application, the Utility also requested interim rate relief of $1.1 billion, to be recovered over 12 months beginning June 1, 2023. The remaining $219 million would be recovered after the CPUC issues a final decision.
The Utility has proposed a schedule that would call for a final decision by the CPUC in December 2023. The Utility is unable to predict the outcome and timing of the application.
Cautionary Statement Concerning Forward-Looking Statements
This current report on Form 8-K contains forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of PG&E Corporation and the Utility, including but not limited to the 2022 WMCE application. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include whether the CPUC grants this cost of capital application and the other factors disclosed in PG&E Corporation and the Utility’s joint annual report on Form 10-K for the year ended December 31, 2021, their quarterly report on Form 10-Q for the quarter ended September 30, 2022, and other reports filed with the Securities and Exchange Commission (“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 undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.
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.
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| | PG&E CORPORATION | |
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| Date: December 15, 2022 | By: | /s/ CHRISTOPHER A. FOSTER | |
| | | Name: Christopher A. Foster | |
| | | Title: Executive Vice President and Chief Financial Officer | |
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| | PACIFIC GAS AND ELECTRIC COMPANY | |
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| Date: December 15, 2022 | By: | /s/ DAVID S. THOMASON | |
| | | Name: David S. Thomason | |
| | | Title: Vice President, Chief Financial Officer and Controller | |
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0001004980 pcg:FirstPreferredStockCumulativeParValue25PerShare5NonredeemableMember 2022-12-15 2022-12-15
