EXHIBIT 99.1
MONTHLY OPERATING REPORT
(GENERAL BUSINESS CASE)
SUMMARY OF FINANCIAL STATUS
MONTH ENDED: | May 31, 2019 | PETITION 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 Structure | End of Current | End of Prior | As of Petition | |||||||||
Month | Month | Filing (1) | |||||||||||
a. Current Assets | $ | 11,384 | $ | 11,793 | $ | 9,091 | |||||||
b. Total Assets | $ | 83,547 | $ | 83,586 | $ | 79,809 | |||||||
c. Current Liabilities | $ | 5,282 | $ | 5,031 | $ | 3,740 | |||||||
d. Total Liabilities | $ | 70,300 | $ | 70,389 | $ | 66,888 |
3. | Statement of Cash Receipts & Disbursements for Month | End of Current Month | End of Prior Month | Cumulative (Case to Date) | |||||||||
a. Total Receipts | $ | 1,591 | $ | 2,942 | $ | 9,155 | |||||||
b. Total Disbursements | $ | (2,137 | ) | $ | (2,206 | ) | $ | (6,886 | ) | ||||
c. Excess (Deficiency) of Receipts Over Disbursements (a - b) | $ | (546 | ) | $ | 736 | $ | 2,269 | ||||||
d. Cash Balance Beginning of Month | $ | 3,725 | $ | 2,989 | $ | 910 | |||||||
e. Cash Balance End of Month (c + d) | $ | 3,179 | $ | 3,725 | $ | 3,179 |
End of Current Month | End of Prior Month | Cumulative (Case to Date) (1) | |||||||||||
4. | Profit/(Loss) from the Statement of Operations | $ | 50 | $ | 70 | $ | 255 | ||||||
5. | Account Receivables (Pre and Post-Petition) | $ | 4,772 | $ | 4,414 | ||||||||
6. | Post-Petition Liabilities | $ | 3,674 | $ | 3,369 | ||||||||
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 the Debtors’ 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 the Debtors’ 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. The Debtors are actively engaged on an ongoing basis with their supplier base to minimize the invoice matching and validation time frame. To the best of the Debtors’ knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, the Debtors do not have any past due post-petition accounts payable as of May 31, 2019.
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At the end of this reporting month: | Yes | No | ||
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? | ü | ||
14. | Was there any post-petition borrowing during this reporting period? | ü |
15. | Check if paid: | ||
Post-petition taxes: | ü | ||
U.S. Trustee Quarterly Fees: | ü | ||
Tax reporting and tax returns: | N/A | ||
(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.) |
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: | June 27, 2019 | /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 |
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UNAUDITED STATEMENTS OF INCOME
FOR THE MONTH ENDED MAY 31, 2019
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||
Operating Revenues | ||||||||||||||
Electric | $ | 968 | $ | — | $ | 968 | ||||||||
Natural gas | 338 | — | 338 | |||||||||||
Total operating revenues | 1,306 | — | 1,306 | |||||||||||
Operating Expenses | ||||||||||||||
Cost of electricity | 254 | — | 254 | |||||||||||
Cost of natural gas | 38 | — | 38 | |||||||||||
Operating and maintenance | 724 | 3 | 727 | |||||||||||
Depreciation, amortization, and decommissioning | 263 | — | 263 | |||||||||||
Total operating expenses | 1,279 | 3 | 1,282 | |||||||||||
Operating Income | 27 | (3 | ) | 24 | ||||||||||
Interest income | 7 | 1 | 8 | |||||||||||
Interest expense | (26 | ) | — | (26 | ) | |||||||||
Other income, net | 20 | 2 | 22 | |||||||||||
Reorganization items, net | Item 15 | (14 | ) | 1 | (13 | ) | ||||||||
Income Before Income Taxes | 14 | 1 | 15 | |||||||||||
Income tax benefit | (35 | ) | — | (35 | ) | |||||||||
Net Income | 49 | 1 | 50 | |||||||||||
Preferred stock dividend requirement | — | — | — | |||||||||||
Income Available for Common Stock | $ | 49 | $ | 1 | $ | 50 |
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UNAUDITED STATEMENTS OF INCOME
PETITION DATE THROUGH MAY 31, 2019
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||
Operating Revenues | ||||||||||||||
Electric | $ | 4,605 | $ | — | $ | 4,605 | ||||||||
Natural gas | 1,902 | — | 1,902 | |||||||||||
Total operating revenues | 6,507 | — | 6,507 | |||||||||||
Operating Expenses | ||||||||||||||
Cost of electricity | 1,032 | — | 1,032 | |||||||||||
Cost of natural gas | 431 | — | 431 | |||||||||||
Operating and maintenance | 3,462 | (14 | ) | 3,448 | ||||||||||
Depreciation, amortization, and decommissioning | 1,327 | — | 1,327 | |||||||||||
Total operating expenses | 6,252 | (14 | ) | 6,238 | ||||||||||
Operating Income | 255 | 14 | 269 | |||||||||||
Interest income | 35 | 2 | 37 | |||||||||||
Interest expense | (143 | ) | (2 | ) | (145 | ) | ||||||||
Other income, net | 109 | 6 | 115 | |||||||||||
Reorganization items, net | Item 15 | (146 | ) | (14 | ) | (160 | ) | |||||||
Income Before Income Taxes | 110 | 6 | 116 | |||||||||||
Income tax benefit | (142 | ) | 2 | (140 | ) | |||||||||
Net Income | 252 | 4 | 256 | |||||||||||
Preferred stock dividend requirement | — | — | 1 | |||||||||||
Income Available for Common Stock | $ | 252 | $ | 4 | $ | 255 |
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UNAUDITED BALANCE SHEETS
AS OF MAY 31, 2019
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||
ASSETS | ||||||||||||||
Current Assets | ||||||||||||||
Cash and cash equivalents | Items 10 and 11 | $ | 2,769 | $ | 422 | $ | 3,191 | |||||||
Accounts receivable | ||||||||||||||
Customers (net of allowance for doubtful accounts of $60) | Item 4 | 1,074 | — | 1,074 | ||||||||||
Accrued unbilled revenue | 931 | — | 931 | |||||||||||
Regulatory balancing accounts | 1,829 | — | 1,829 | |||||||||||
Other | 2,780 | 105 | 2,767 | |||||||||||
Regulatory assets | 190 | — | 190 | |||||||||||
Inventories | Item 3 | |||||||||||||
Gas stored underground and fuel oil | 89 | — | 89 | |||||||||||
Materials and supplies | 484 | — | 484 | |||||||||||
Income taxes receivable | 262 | 2 | 264 | |||||||||||
Other | 565 | — | 565 | |||||||||||
Total current assets | 10,973 | 529 | 11,384 | |||||||||||
Property, Plant, and Equipment | ||||||||||||||
Electric | 60,552 | — | 60,552 | |||||||||||
Gas | 22,248 | — | 22,248 | |||||||||||
Construction work in progress | 2,585 | — | 2,585 | |||||||||||
Other Plant in Service | 18 | 2 | 20 | |||||||||||
Total property, plant, and equipment | 85,403 | 2 | 85,405 | |||||||||||
Accumulated depreciation | (25,546 | ) | (2 | ) | (25,548 | ) | ||||||||
Net property, plant, and equipment | Item 7 | 59,857 | — | 59,857 | ||||||||||
Other Noncurrent Assets | ||||||||||||||
Regulatory assets | 5,143 | — | 5,143 | |||||||||||
Nuclear decommissioning trusts | 3,017 | — | 3,017 | |||||||||||
Operating lease right of use asset | 2,695 | 8 | 2,705 | |||||||||||
Income taxes receivable | 67 | 82 | 149 | |||||||||||
Other | 1,155 | 12,891 | 1,292 | |||||||||||
Total other noncurrent assets | 12,077 | 12,981 | 12,306 | |||||||||||
TOTAL ASSETS | $ | 82,907 | $ | 13,510 | $ | 83,547 |
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UNAUDITED BALANCE SHEETS
AS OF MAY 31, 2019
(in millions) | Reference | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||||
LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||||
Current Liabilities | ||||||||||||||
Short-term borrowings | $ | — | $ | — | $ | — | ||||||||
Long-term debt, classified as current | — | — | — | |||||||||||
Accounts payable | Item 5 | |||||||||||||
Trade creditors | 1,410 | — | 1,410 | |||||||||||
Regulatory balancing accounts | 1,322 | — | 1,322 | |||||||||||
Other | 488 | 38 | 408 | |||||||||||
Operating lease liabilities | 541 | 3 | 544 | |||||||||||
Disputed claims and customer refunds | — | — | — | |||||||||||
Interest payable | — | — | — | |||||||||||
Wildfire-related claims | — | — | — | |||||||||||
Other | 1,613 | (15 | ) | 1,598 | ||||||||||
Total current liabilities | 5,374 | 26 | 5,282 | |||||||||||
Noncurrent Liabilities | ||||||||||||||
Long-term debt | — | — | — | |||||||||||
Debtor-in-possession financing | Item 6 | 1,500 | — | 1,500 | ||||||||||
Regulatory liabilities | 8,962 | — | 8,962 | |||||||||||
Pension and other postretirement benefits | 1,972 | — | 1,972 | |||||||||||
Asset retirement obligations | 6,092 | — | 6,092 | |||||||||||
Deferred income taxes | Item 8 | 3,339 | (122 | ) | 3,217 | |||||||||
Operating lease liabilities | 2,155 | 6 | 2,161 | |||||||||||
Other | 2,251 | 60 | 2,280 | |||||||||||
Total noncurrent liabilities | 26,271 | (56 | ) | 26,184 | ||||||||||
Liabilities Subject to Compromise | Item 9 | 38,054 | 780 | 38,834 | ||||||||||
Shareholders’ Equity | ||||||||||||||
Preferred stock | 258 | — | 258 | |||||||||||
Common stock | 1,322 | 13,020 | 13,000 | |||||||||||
Additional paid-in capital | 8,550 | — | (6 | ) | ||||||||||
Reinvested earnings | 3,079 | (251 | ) | 4 | ||||||||||
Accumulated other comprehensive (loss) income | (1 | ) | (9 | ) | (9 | ) | ||||||||
Total shareholders’ equity | 13,208 | 12,760 | 13,247 | |||||||||||
Noncontrolling Interest - Preferred Stock of Subsidiary | — | — | — | |||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | 82,907 | $ | 13,510 | $ | 83,547 |
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1. BASIS OF PRESENTATION
General
On January 29, 2019, PG&E Corporation (the “Corporation”) and its subsidiary, Pacific Gas and Electric Company (the “Utility”) (together with the Corporation, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). The Corporation’s and the Utility’s Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM) (the “Chapter 11 Cases”). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases.
On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors. On February 15, 2019, the U.S. Trustee appointed an Official Committee of Tort Claimants.
Debtor-in-Possession 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 the Debtors’ Chapter 11 Cases (the “Monthly Operating Reports”). The Debtors 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 the Debtors.
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 (statements of cash flows, shareholders’ equity, and other comprehensive income), relevant footnotes and certain reclassifications.
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, when reported on a quarterly basis, may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.
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Liabilities Subject to Compromise
As a result of the Chapter 11 Cases, the payment of prepetition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court confirms a Chapter 11 plan of reorganization and such plan becomes effective. Accordingly, the ultimate amount of such liabilities is not determinable at this time. ASC 852 requires prepetition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on the Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.
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, 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, and Other current liabilities, excluding amounts pertaining to regulatory liabilities.
2. CHAPTER 11 FILING
On January 29, 2019, the Debtors filed the Chapter 11 Cases with the Bankruptcy Court. The Debtors continue to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
On January 31, 2019, the Bankruptcy Court approved, on an interim basis, certain motions (the “First Day Motions”) authorizing, but not directing, the Debtors to, among other things, (a) secure $5.5 billion of debtor-in-possession financing; (b) continue to use the Debtors’ cash management system; and (c) pay certain prepetition claims relating to (i) certain safety, reliability, outage, and nuclear facility suppliers; (ii) shippers, warehousemen, and other lien claimants; (iii) taxes; (iv) employee wages, salaries, and other compensation and benefits; and (v) customer programs, including public purpose programs. The First Day Motions were subsequently approved by the Bankruptcy Court on a final basis at hearings on February 27, 2019, March 12, 2019, March 13, 2019, and March 27, 2019.
On May 23, 2019, the Bankruptcy Court entered an order, pursuant to section 1121(d) of the Bankruptcy Code, extending the Debtors’ exclusive periods in which to file a chapter 11 plan (the “Exclusive Filing Period”) and solicit acceptances thereof (the “Exclusive Solicitation Period”) [Docket No. 2226] (the “Exclusivity Order”). Pursuant to the Exclusivity Order, the Debtors’ Exclusive Filing Period in which to file a chapter 11 plan is extended to and including September 26, 2019, and the Debtors’ Exclusive Solicitation Period in which to solicit acceptances of their chapter 11 plan is extended to and including November 26, 2019.
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.
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.
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4. ACCOUNTS RECEIVABLE
The following reflects the balance of the Utility’s Accounts receivable – Customers as of May 31, 2019:
(in millions) | Accounts Receivable – Customers (Pre and Post-Petition) | |||
Receivables Aging | ||||
0 -30 Days | $ | 649 | ||
31-60 Days | 123 | |||
61-90 Days | 63 | |||
91+ Days | 158 | |||
Unmailed invoices | 119 | |||
Total accounts receivable – Customers | 1,112 | |||
Other (1) | 22 | |||
Allowance for doubtful accounts | (60 | ) | ||
Accounts receivable – Customers (net) | $ | 1,074 | ||
(1) Represents Department of Water Resources bond charge, credit balance reclassification, and unidentified receipts.
5. ACCOUNTS PAYABLE
To the best of the Debtors’ 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 the Debtors’ 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 the Debtors’ 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. The Debtors are actively engaged on an ongoing basis with its supplier base to minimize the invoice matching and validation time frame. To the best of the Debtors’ knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, the Debtors do not have any past due post-petition accounts payable as of May 31, 2019.
6. DEBTOR-IN-POSSESSION (“DIP”) FINANCING
The following table summarizes the Corporation’s and the Utility’s outstanding borrowings and availability under their DIP credit facilities at May 31, 2019:
(in millions) | Credit Facility Limit | Borrowings Against Term Loan | Borrowings Against Revolver | Letters of Credit Outstanding | Available Facility | |||||||||||||||
PG&E Corporation | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||
Utility | 5,500 | (1) | 1,500 | — | 498 | 3,502 | ||||||||||||||
Total DIP revolving credit facilities | $ | 5,500 | $ | 1,500 | $ | — | $ | 498 | $ | 3,502 | ||||||||||
(1) Includes $1.5 billion of letter of credit subfacility.
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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 Consolidates balances of its property, plant, and equipment were as follows at May 31, 2019:
(in millions) | PG&E Corporation Consolidated | |||
Electric (1) | $ | 60,552 | ||
Gas | 22,248 | |||
Construction work in progress | 2,585 | |||
Other Plant in Service | 20 | |||
Total property, plant, and equipment | 85,405 | |||
Accumulated depreciation | (25,548 | ) | ||
Net property, plant, and equipment | $ | 59,857 | ||
(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 the Debtors’ knowledge, the Corporation and the Utility are current on all taxes payable.
9. LIABILITIES SUBJECT TO COMPROMISE
The following reflects the balance of liabilities subject to compromise (“LSTC”) as of May 31, 2019:
(in millions) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||
Financing Debt (1) | $ | 21,811 | $ | 650 | $ | 22,461 | |||||
Wildfire-related Claims | 14,212 | — | 14,212 | ||||||||
Trade creditors | 1,352 | 4 | 1,356 | ||||||||
Non-qualified benefit plan | 17 | 123 | 140 | ||||||||
2001 bankruptcy disputed claims | 221 | — | 221 | ||||||||
Customer deposits & advances | 277 | — | 277 | ||||||||
Reserve and Others | 164 | 3 | 167 | ||||||||
Total Liabilities Subject to Compromise | $ | 38,054 | $ | 780 | $ | 38,834 | |||||
(1) At May 31, 2019, the Corporation and the Utility had $650 million and $21,526 million in aggregate principal amount of indebtedness, respectively. Utility financing debt also includes $285 million of accrued contractual interest to the Petition Date.
10. RECAPITULATION OF FUNDS HELD AT END OF MONTH
The following reflects the bank balances of the Corporation and the Utility as of May 31, 2019:
Legal Entity | Bank | Account No. | Balance, End of Month (in ones) | |||||
PG&E Corporation | The Bank of New York Mellon | 8400 | $ | 421,250,000 | ||||
PG&E Corporation | The Bank of New York Mellon | 9023 | 295,648 | |||||
PG&E Corporation | Bank of America | 7107 | 726,536 | |||||
PG&E Corporation | The Bank of New York Mellon | 4558 | — | |||||
PG&E Corporation | Union Bank of California | 9557 | 737 | |||||
PG&E Corporation | Bank of America | 0X30 | — | |||||
PG&E Corporation | Barclays Capital Inc. | 1362 | — | |||||
PG&E Corporation | BNP Paribas | 0652 | — |
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PG&E Corporation | Citigroup Global Markets | 0473 | — | |||||
PG&E Corporation | Goldman, Sachs & Co | 0609 | — | |||||
PG&E Corporation | JP Morgan Chase Bank, N.A. | 0698 | — | |||||
PG&E Corporation | Merrill Lynch | 0X30 | — | |||||
PG&E Corporation | Mitsubishi UFJ Securities USA, INC. | 0189 | — | |||||
PG&E Corporation | Morgan Stanley / ISG Operations | 4966 | — | |||||
PG&E Corporation | RBC Capital Markets | 2226 | — | |||||
PG&E Corporation | Royal Bank of Scotland | 2141 | — | |||||
PG&E Corporation | Wells Fargo Securities, LLC | 7221 | — | |||||
PG&E Corporation | Bank of America | 7981 | — | |||||
PG&E Corporation | The Bank of New York Mellon | 9946 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 8400 | 2,698,000,000 | |||||
Pacific Gas & Electric Company | Union Bank of California | 5581 | 48,008,783 | |||||
Pacific Gas & Electric Company | Citibank N. A. | 2091 | 1,226,965 | |||||
Pacific Gas & Electric Company | Bank of America | 3212 | 496,683 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 9994 | 454,703 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 7822 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 5477 | — | |||||
Pacific Gas & Electric Company | Royal Bank of Canada | 0446 | 32,747 | |||||
Pacific Gas & Electric Company | Bank of America | 7115 | 2,186,520 | |||||
Pacific Gas & Electric Company | U.S. Bank | 2311 | 294,288 | |||||
Pacific Gas & Electric Company | Bank of America | 2988 | 46,719 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 3044 | — | |||||
Pacific Gas & Electric Company | Bank of America | 2302 | 451,573 | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 4XL9 | 3,040 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 4122 | 1,000 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 3532 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.11 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.7 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.2 | — | |||||
Pacific Gas & Electric Company | Bank of America | 0817 | — | |||||
Pacific Gas & Electric Company | Bank of America | 1675 | — | |||||
Pacific Gas & Electric Company | Citibank N. A. | 0901 | — | |||||
Pacific Gas & Electric Company | Citibank N. A. | 1958 | — | |||||
Pacific Gas & Electric Company | Citibank N. A. | 2316 | — | |||||
Pacific Gas & Electric Company | Citigroup Global Markets | 6473 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.1 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.1 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.11 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.12 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.13 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.14 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.15 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 54.16 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.2 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.3 | — |
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Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.4 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.5 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.6 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.7 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.8 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 854.9 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.10 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 43.12 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.6 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 543.8 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.1 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.10 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.11 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.12 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.13 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.14 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.15 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.16 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.17 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.18 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.19 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.20 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.21 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.22 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.23 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 50.24 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.3 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.4 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.5 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.6 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.7 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.8 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 550.9 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 387.1 | — | |||||
Pacific Gas & Electric Company | Deutsche Bank Trust Company Americas | 7110 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 8400 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 8544 | 949,040 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 9990 | 4,817,739 | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 4017 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 0143 | — | |||||
Pacific Gas & Electric Company | Wells Fargo Bank N.A. | 9578 | — | |||||
Pacific Gas & Electric Company | The Bank of New York Mellon | 9978 | — | |||||
Pacific Gas & Electric Company | U.S. Bank | 5000 | — | |||||
Total Funds on Hand for all Accounts (1)(2) | $ | 3,179,242,721 | ||||||
(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 $173,421,189. The grantor trusts are considered assets of the Corporation subject to creditor claims.
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(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 May 31, 2019:
(in ones) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||
Beginning Cash (1)(2) | $ | 3,303,339,862 | $ | 421,798,666 | $ | 3,725,138,528 | |||||
Total receipts (3) | 1,582,412,913 | 8,881,285 | 1,591,294,198 | ||||||||
Total disbursements (3) | (2,128,899,199 | ) | (8,290,806 | ) | (2,137,190,005 | ) | |||||
DIP borrowing and repayments, net (net of fees) | — | — | — | ||||||||
Total Change in Cash | (546,486,286 | ) | 590,479 | (545,895,807 | ) | ||||||
Ending Cash (1)(2) | $ | 2,756,853,576 | $ | 422,389,145 | $ | 3,179,242,721 | |||||
(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.
12. PAYMENTS ON PRE-PETITION DEBT
The following reflects the payments for the month ended May 31, 2019 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 | $ | 24 | |
Cash Management | 1 | ||
NGX - CAISO | 5 | ||
Public Purpose Programs | 19 | ||
Shippers / Liens | 7 | ||
Tax | — | ||
Employee Wage and Benefits | 9 | ||
Insurance | 1 | ||
503(b)(9) (1) | 3 | ||
Total | $ | 69 | |
(1) Pursuant to the Operational Integrity Motion Debtors are allowed to pay valid 503(b)(9) claims.
13. PAYMENTS FOR RETAINED PROFESSIONALS
The following reflects payments made to retained bankruptcy professionals during the month ended May 31, 2019.
(in ones) | ||||||
Name | Payment Date | Total Payments for the Month | ||||
Keller & Benvenutti, LLP | 5/20/2019 | $ | 335,160 | |||
Weil Gotshal & Manges, LLP | 5/23/2019 | 2,620,587 |
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14. PAYMENTS TO INSIDERS
The following reflects the cash payments made to insiders of the Corporation and the Utility during the month ended May 31, 2019.
Section 16 officers of the Corporation and/or the Utility.
(in ones) | Total Payments for Month (2) | ||||||
Name | Title (1) | ||||||
Loraine Giammona | Senior Vice President and Chief Customer Officer | $ | 40,000 | ||||
William “Bill” Johnson | Chief Executive Officer and President, PG&E Corporation | 3,241,275 | (3) | ||||
Julie Kane | Senior Vice President, Chief Ethics and Compliance Officer, and Deputy General Counsel, PG&E Corporation and Pacific Gas and Electric Company | 46,060 | |||||
Kathleen Kay | Senior Vice President and Chief Information Officer | 34,666 | |||||
Michael Lewis | Senior Vice President, Electric Operations | 37,500 | |||||
Janet Loduca | Senior Vice President and General Counsel, PG&E Corporation and Pacific Gas and Electric Company | 51,833 | (4) | ||||
Dinyar Mistry | Senior Vice President, Human Resources and Chief Diversity Officer, PG&E Corporation and Pacific Gas and Electric Company | 42,667 | |||||
John Simon | Executive Vice President, PG&E Corporation(5) | 50,317 | |||||
Jesus Soto | Senior Vice President, Gas Operations | 47,917 | |||||
David Thomason | Vice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company Vice President and Controller, PG&E Corporation | 27,083 | |||||
Fong Wan | Senior Vice President, Energy Policy and Procurement | 34,483 | |||||
Jason Wells | Executive Vice President and Chief Financial Officer, PG&E Corporation | 52,500 | |||||
James Welsch | Senior Vice President and Chief Nuclear Officer | $ | 156,999 | (6) | |||
(1) Except as otherwise noted, all positions have been held at the Utility.
(2) Payments primarily consist of salary.
(3) Includes (i) one-time transition payment of $3 million for CEO and President, Corporation position, and (ii) annual perquisite allowance of $35,000 paid in May 2019.
(4) Includes temporary monthly compensation increase as a result promotion in January 2019 to position of Interim General Counsel. In June of 2019, Mx. Loduca was elected as General Counsel of the Corporation and the Utility.
(5) In June of 2019, Mr. Simon was elected as Executive Vice President, Law, Strategy and Policy of the Corporation.
(6) Includes Q1 2019 short term incentive plan payment of $115,874 paid to Mr. Welsch prior to his promotion to Senior Vice President and Chief Nuclear Officer in May 2019.
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Current Non-Employee Boards of Directors Members
Employee directors of the Corporation and the Utility do not receive compensation for their service on the Board and the committees of the Boards. Non-employee directors of the Corporation and the Utility receive annual retainers and fees for serving on the Boards of Directors, that are paid quarterly.
The following retainers are provided to each director who was not an employee of PG&E Corporation or the Utility for service on the Boards and their permanent standing committees.
Board Retainer | $30,000 per quarter ($120,000 annually) |
PG&E Corporation Board Chair (non-executive) | $25,000 per quarter ($100,000 annually) |
Utility Board Chair (non-executive) Lead Director Retainer | $7.500 per quarter ($30,000 annually) $12,500 per quarter ($50,000 annually) |
Committee Chair Retainers | $3,750 per quarter ($15,000 annually) |
Other than: | |
Audit: $12,500 per quarter ($50,000 annually) Compensation: $5,000 per quarter ($20,000 annually) Compliance and Public Policy, Finance, Nominating and Governance, and Safety and Nuclear Oversight: $3,750 per quarter ($15,000 annually) |
Non-employee directors also were entitled to receive annual awards of stock-based compensation. For more information, see the Corporation and the Utility’s Schedule 14A filed with the Securities and Exchange Commission on May 17, 2019.
The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during the month ended May 31, 2019.
(in ones) | Total Payments(1) | ||||||||
Name | Director Since | Board Committees | |||||||
Richard R. Barrera | April 2019 | Finance (Chair); Audit; Executive | $ | 30,743 | |||||
Jeffrey L. Bleich | April 2019 | Chair of the Board of the Utility; Compliance and Public Policy; Safety and Nuclear Oversight | 33,792 | ||||||
Nora Mead Brownell | April 2019 | Chair of the Board PG&E Corporation; Executive; Safety and Nuclear Oversight; | 49,891 | ||||||
Frederick W. Buckman | April 2019 | Audit; Safety and Nuclear Oversight | 23,077 | ||||||
Cheryl F. Campbell | April 2019 | Safety and Nuclear Oversight (Chair); Compliance and Public Policy | 30,743 | ||||||
Fred J. Fowler | March 2012 | Finance; Safety and Nuclear Oversight | 30,000 | ||||||
Michael J. Leffell | April 2019 | Nominating and Governance (Chair); Compliance and Public Policy; Executive | 30,743 | ||||||
Kenneth Liang | April 2019 | Compensation; Finance | 27,363 | ||||||
Dominique Mielle | April 2019 | Audit (Chair); Executive | 38,627 | ||||||
Meridee A. Moore | April 2019 | Compensation (Chair); Executive; Finance; Nominating and Governance | 31,869 | ||||||
Eric D. Mullins | September 2016 | Audit; Safety and Nuclear Oversight | 30,000 | (2) | |||||
Kristine M. Schmidt | April 2019 | Compliance and Public Policy (Chair); Executive; Nominating and Governance; Safety and Nuclear Oversight | 30,743 | ||||||
Alejandro D. Wolff | April 2019 | Compensation; Compliance and Public Policy | $ | 27,363 | |||||
(1) Quarterly retainer is prorated from April 2019.
(2) Eric Mullins is a participant in the Corporation’s 2005 Deferred Compensation Plan for non-employee directors. In accordance with the Plan his second quarter 2019 compensation was deferred and converted into phantom stock on May 10, 2019.
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Former Non-Employee Boards of Directors Members
The following table summarizes compensation paid in May 2019 to former non-employee directors of the Corporation and the Utility for the second quarter of 2019, prorated to reflect time of service during the second quarter.
(in ones) | Total Payments for Month (1) | ||||||||
Name | Director until | Board Committees | |||||||
Lewis Chew | April 9, 2019 | Audit (Chair); Compliance and Public Policy; Executive | $ | 4,205 | |||||
Richard C. Kelly | April 9, 2019 | Nominating and Governance (Chair); Audit; Nuclear, Operations and Safety; Executive | 10,414 | (2) | |||||
Richard A. Meserve | April 9, 2019 | Nuclear, Operations and Safety (Chair); Compliance and Public Policy; Nominating and Governance; Executive | 3,339 | ||||||
Forrest E. Miller | April 9, 2019 | Compensation (Chair); Audit (Chair); Executive | 4,205 | (3) | |||||
Benito Minicucci | April 9, 2019 | Nuclear, Operations, and Safety | 2,968 | ||||||
Rosendo G. Parra | April 9, 2019 | Compensation; Nominating and Governance; Nuclear, Operations and Safety | 2,968 | ||||||
Barbara L. Rambo | April 9, 2019 | Finance (Chair); Compensation; Nominating and Governance; Executive | 3,339 | ||||||
Anne S. Smith | April 9, 2019 | Compliance and Public P0licy; Finance; Nuclear, Operations and Safety | $ | 5,256 | |||||
(1) Quarterly retainer is prorated from April 2019.
(2) Richard C. Kelly is a participant in the Corporation’s 2005 Deferred Compensation Plan for non-employee directors. In accordance with the Plan his second quarter 2019 compensation was deferred and converted into phantom stock on May 2, 2019.
(3) Forrest E. Miller is a participant in the Corporation’s 2005 Deferred Compensation Plan for non-employee directors. In accordance with the Plan his second quarter 2019 compensation was deferred and converted into phantom stock on May 2, 2019.
15. REORGANIZATION ITEMS
The following reflects reorganization items, net, post-petition through May 31, 2019:
(in millions) | Pacific Gas & Electric Company | PG&E Corporation | PG&E Corporation Consolidated | ||||||||
Debtor-in-possession financing costs | $ | 99 | $ | 17 | $ | 116 | |||||
Legal and other | 68 | 1 | 69 | ||||||||
Interest income | (21 | ) | (4 | ) | (25 | ) | |||||
Adjustments to LSTC | — | — | — | ||||||||
Trustee fees | — | (1) | — | — | |||||||
Total reorganization items, net | $ | 146 | $ | 14 | $ | 160 | |||||
(1) The Utility paid $249,675 in fees to the U.S. Trustee in May 2019.
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