form10-ka.htm

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). (Check one):

       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 INDEX
 
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