UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 FORM 10-Q | ||||||||
(Mark One) | ||||||||
[X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||
For the quarterly period ended March 31, 2018 OR | ||||||||
[ ] | 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 | IRS Employer Identification Number | |||||
1-12609 | PG&E Corporation | California | 94-3234914 | |||||
1-2348 | Pacific Gas and Electric Company | California | 94-0742640 | |||||
PG&E Corporation 77 Beale Street P.O. Box 770000 San Francisco, California 94177 | Pacific Gas and Electric Company 77 Beale Street P.O. Box 770000 San Francisco, California 94177 | |||||||
Address of principal executive offices, including zip code | ||||||||
PG&E Corporation (415) 973-1000 | Pacific Gas and Electric Company (415) 973-7000 | |||||||
Registrant's telephone number, including area code | ||||||||
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: | [X] Yes [ ] No | |||||||
Pacific Gas and Electric Company: | [X] Yes [ ] No | |||||||
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). | ||||||||
PG&E Corporation: | [X] Yes [ ] No | |||||||
Pacific Gas and Electric Company: | [X] Yes [ ] No | |||||||
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||
PG&E Corporation: | [X] Large accelerated filer | [ ] Accelerated filer | ||||||
[ ] Non-accelerated filer (Do not check if a smaller reporting company) | ||||||||
[ ] Smaller reporting company | [ ] Emerging growth company | |||||||
Pacific Gas and Electric Company: | [ ] Large accelerated filer | [ ] Accelerated filer | ||||||
[X] Non-accelerated filer (Do not check if a smaller reporting company) | ||||||||
[ ] Smaller reporting company | [ ] Emerging growth 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: | [ ] | |||||||
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 [X] No | |||||||
Pacific Gas and Electric Company: | [ ] Yes [X] No |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. | |||||||||
Common stock outstanding as of April 24, 2018: | |||||||||
PG&E Corporation: | 516,427,502 | ||||||||
Pacific Gas and Electric Company: | 264,374,809 | ||||||||
2017 Form 10-K | PG&E Corporation and Pacific Gas and Electric Company's combined Annual Report on Form 10-K for the year ended December 31, 2017 |
ARO | asset retirement obligation |
ASU | accounting standard update issued by the FASB (see below) |
CAISO | California Independent System Operator |
Cal Fire | California Department of Forestry and Fire Protection |
CCA | Community Choice Aggregator |
CEC | California Energy Resources Conservation and Development Commission |
CEMA | Catastrophic Event Memorandum Account |
CPUC | California Public Utilities Commission |
CRRs | congestion revenue rights |
DER | distributed energy resources |
Diablo Canyon | Diablo Canyon nuclear power plant |
DOGGR | the Division of Oil, Gas, and Geothermal Resources |
DTSC | Department of Toxic Substances Control |
EPS | earnings per common share |
EV | electric vehicle |
FASB | Financial Accounting Standards Board |
FERC | Federal Energy Regulatory Commission |
GAAP | U.S. Generally Accepted Accounting Principles |
GHG | greenhouse gas |
GRC | general rate case |
GT&S | gas transmission and storage |
HSM | hazardous substance memorandum account |
IOU(s) | investor-owned utility(ies) |
MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2, of this Form 10-Q |
MGP(s) | manufactured gas plants |
NAV | net asset value |
NDCTP | Nuclear Decommissioning Cost Triennial Proceedings |
NEIL | Nuclear Electric Insurance Limited |
NRC | Nuclear Regulatory Commission |
OES | State of California Office of Emergency Services |
OII | order instituting investigation |
OIR | order instituting rulemaking |
ORA | Office of Ratepayer Advocates |
PCIA | Power Charge Indifference Adjustment |
PFM | petition for modification |
RAMP | Risk Assessment Mitigation Phase |
ROE | return on equity |
SEC | U.S. Securities and Exchange Commission |
SED | Safety and Enforcement Division of the CPUC |
Tax Act | Tax Cuts and Jobs Act of 2017 |
TE | transportation electrification |
TO | transmission owner |
TURN | The Utility Reform Network |
Utility | Pacific Gas and Electric Company |
VIE(s) | variable interest entity(ies) |
WEMA | Wildfire Expense Memorandum Account |
Westinghouse | Westinghouse Electric Company, LLC |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions, except per share amounts) | 2018 | 2017 | |||||
Operating Revenues | |||||||
Electric | $ | 2,951 | $ | 3,065 | |||
Natural gas | 1,105 | 1,203 | |||||
Total operating revenues | 4,056 | 4,268 | |||||
Operating Expenses | |||||||
Cost of electricity | 819 | 847 | |||||
Cost of natural gas | 289 | 325 | |||||
Operating and maintenance | 1,597 | 1,517 | |||||
Depreciation, amortization, and decommissioning | 752 | 712 | |||||
Total operating expenses | 3,457 | 3,401 | |||||
Operating Income | 599 | 867 | |||||
Interest income | 9 | 5 | |||||
Interest expense | (220 | ) | (218 | ) | |||
Other income, net | 108 | 34 | |||||
Income Before Income Taxes | 496 | 688 | |||||
Income tax provision | 51 | 109 | |||||
Net Income | 445 | 579 | |||||
Preferred stock dividend requirement of subsidiary | 3 | 3 | |||||
Income Available for Common Shareholders | $ | 442 | $ | 576 | |||
Weighted Average Common Shares Outstanding, Basic | 515 | 508 | |||||
Weighted Average Common Shares Outstanding, Diluted | 516 | 511 | |||||
Net Earnings Per Common Share, Basic | $ | 0.86 | $ | 1.13 | |||
Net Earnings Per Common Share, Diluted | $ | 0.86 | $ | 1.13 | |||
Dividends Declared Per Common Share | $ | — | $ | 0.49 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Net Income | $ | 445 | $ | 579 | |||
Other Comprehensive Income | |||||||
Pension and other post-retirement benefit plans obligations (net of taxes of $0 and $0, at respective dates) | — | — | |||||
Total other comprehensive income (loss) | — | — | |||||
Comprehensive Income | 445 | 579 | |||||
Preferred stock dividend requirement of subsidiary | 3 | 3 | |||||
Comprehensive Income Attributable to Common Shareholders | $ | 442 | $ | 576 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Balance At | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 144 | $ | 449 | |||
Accounts receivable: | |||||||
Customers (net of allowance for doubtful accounts of $59 and $64 at respective dates) | 1,222 | 1,243 | |||||
Accrued unbilled revenue | 851 | 946 | |||||
Regulatory balancing accounts | 1,367 | 1,222 | |||||
Other | 652 | 861 | |||||
Regulatory assets | 646 | 615 | |||||
Inventories: | |||||||
Gas stored underground and fuel oil | 79 | 115 | |||||
Materials and supplies | 374 | 366 | |||||
Other | 520 | 464 | |||||
Total current assets | 5,855 | 6,281 | |||||
Property, Plant, and Equipment | |||||||
Electric | 55,654 | 55,133 | |||||
Gas | 19,934 | 19,641 | |||||
Construction work in progress | 2,562 | 2,471 | |||||
Other | 2 | 3 | |||||
Total property, plant, and equipment | 78,152 | 77,248 | |||||
Accumulated depreciation | (23,811 | ) | (23,459 | ) | |||
Net property, plant, and equipment | 54,341 | 53,789 | |||||
Other Noncurrent Assets | |||||||
Regulatory assets | 3,724 | 3,793 | |||||
Nuclear decommissioning trusts | 2,842 | 2,863 | |||||
Income taxes receivable | 65 | 65 | |||||
Other | 1,327 | 1,221 | |||||
Total other noncurrent assets | 7,958 | 7,942 | |||||
TOTAL ASSETS | $ | 68,154 | $ | 68,012 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Balance At | |||||||
(in millions, except share amounts) | March 31, 2018 | December 31, 2017 | |||||
LIABILITIES AND EQUITY | |||||||
Current Liabilities | |||||||
Short-term borrowings | $ | 967 | $ | 931 | |||
Long-term debt, classified as current | 394 | 445 | |||||
Accounts payable: | |||||||
Trade creditors | 1,231 | 1,646 | |||||
Regulatory balancing accounts | 1,264 | 1,120 | |||||
Other | 710 | 517 | |||||
Disputed claims and customer refunds | 245 | 243 | |||||
Interest payable | 145 | 217 | |||||
Other | 1,964 | 2,010 | |||||
Total current liabilities | 6,920 | 7,129 | |||||
Noncurrent Liabilities | |||||||
Long-term debt | 17,407 | 17,753 | |||||
Regulatory liabilities | 8,586 | 8,679 | |||||
Pension and other post-retirement benefits | 2,094 | 2,128 | |||||
Asset retirement obligations | 4,946 | 4,899 | |||||
Deferred income taxes | 5,990 | 5,822 | |||||
Other | 2,228 | 2,130 | |||||
Total noncurrent liabilities | 41,251 | 41,411 | |||||
Commitments and Contingencies (Note 9) | |||||||
Equity | |||||||
Shareholders' Equity | |||||||
Common stock, no par value, authorized 800,000,000 shares; 516,003,957 and 514,755,845 shares outstanding at respective dates | 12,701 | 12,632 | |||||
Reinvested earnings | 7,043 | 6,596 | |||||
Accumulated other comprehensive loss | (13 | ) | (8 | ) | |||
Total shareholders' equity | 19,731 | 19,220 | |||||
Noncontrolling Interest - Preferred Stock of Subsidiary | 252 | 252 | |||||
Total equity | 19,983 | 19,472 | |||||
TOTAL LIABILITIES AND EQUITY | $ | 68,154 | $ | 68,012 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Cash Flows from Operating Activities | |||||||
Net income | $ | 445 | $ | 579 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation, amortization, and decommissioning | 752 | 712 | |||||
Allowance for equity funds used during construction | (32 | ) | (19 | ) | |||
Deferred income taxes and tax credits, net | 178 | 252 | |||||
Other | 30 | 8 | |||||
Effect of changes in operating assets and liabilities: | |||||||
Accounts receivable | 120 | 373 | |||||
Butte-related insurance receivable | 197 | (7 | ) | ||||
Inventories | 28 | (2 | ) | ||||
Accounts payable | 24 | (13 | ) | ||||
Butte-related third-party claims | (118 | ) | (44 | ) | |||
Other current assets and liabilities | (145 | ) | (137 | ) | |||
Regulatory assets, liabilities, and balancing accounts, net | 114 | (176 | ) | ||||
Other noncurrent assets and liabilities | (81 | ) | 48 | ||||
Net cash provided by operating activities | 1,512 | 1,574 | |||||
Cash Flows from Investing Activities | |||||||
Capital expenditures | (1,470 | ) | (1,216 | ) | |||
Proceeds from sales and maturities of nuclear decommissioning trust investments | 494 | 470 | |||||
Purchases of nuclear decommissioning trust investments | (505 | ) | (493 | ) | |||
Other | 6 | 4 | |||||
Net cash used in investing activities | (1,475 | ) | (1,235 | ) | |||
Cash Flows from Financing Activities | |||||||
Net issuances (repayments) of commercial paper, net of discount of $0 and $2 at respective dates | 36 | (755 | ) | ||||
Short-term debt financing | 250 | 250 | |||||
Short-term debt matured | (250 | ) | (250 | ) | |||
Proceeds from issuance of long-term debt, net of discount and issuance costs of $0 and $10 at respective dates | — | 590 | |||||
Long-term debt matured or repurchased | (400 | ) | — | ||||
Common stock issued | 35 | 146 | |||||
Common stock dividends paid | — | (243 | ) | ||||
Other | (13 | ) | (90 | ) | |||
Net cash used in financing activities | (342 | ) | (352 | ) | |||
Net change in cash and cash equivalents | (305 | ) | (13 | ) | |||
Cash and cash equivalents at January 1 | 449 | 177 | |||||
Cash and cash equivalents at March 31 | $ | 144 | $ | 164 |
Supplemental disclosures of cash flow information | |||||||
Cash received (paid) for: | |||||||
Interest, net of amounts capitalized | $ | (268 | ) | $ | (246 | ) | |
Income taxes, net | — | 1 | |||||
Supplemental disclosures of noncash investing and financing activities | |||||||
Common stock dividends declared but not yet paid | $ | — | $ | 250 | |||
Capital expenditures financed through accounts payable | 255 | 237 | |||||
Noncash common stock issuances | — | 4 | |||||
Terminated capital leases | 137 | — | |||||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Operating Revenues | |||||||
Electric | $ | 2,951 | $ | 3,067 | |||
Natural gas | 1,105 | 1,204 | |||||
Total operating revenues | 4,056 | 4,271 | |||||
Operating Expenses | |||||||
Cost of electricity | 819 | 847 | |||||
Cost of natural gas | 289 | 325 | |||||
Operating and maintenance | 1,597 | 1,518 | |||||
Depreciation, amortization, and decommissioning | 752 | 712 | |||||
Total operating expenses | 3,457 | 3,402 | |||||
Operating Income | 599 | 869 | |||||
Interest income | 9 | 5 | |||||
Interest expense | (217 | ) | (216 | ) | |||
Other income, net | 109 | 31 | |||||
Income Before Income Taxes | 500 | 689 | |||||
Income tax provision | 48 | 120 | |||||
Net Income | 452 | 569 | |||||
Preferred stock dividend requirement | 3 | 3 | |||||
Income Available for Common Stock | $ | 449 | $ | 566 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Net Income | $ | 452 | $ | 569 | |||
Other Comprehensive Income | |||||||
Pension and other post-retirement benefit plans obligations (net of taxes of $0 and $0, at respective dates ) | — | 1 | |||||
Total other comprehensive income (loss) | — | 1 | |||||
Comprehensive Income | $ | 452 | $ | 570 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Balance At | |||||||
March 31, 2018 | December 31, 2017 | ||||||
(in millions) | |||||||
ASSETS | |||||||
Current Assets | |||||||
Cash and cash equivalents | $ | 122 | $ | 447 | |||
Accounts receivable: | |||||||
Customers (net of allowance for doubtful accounts of $59 and $64 at respective dates) | 1,222 | 1,243 | |||||
Accrued unbilled revenue | 851 | 946 | |||||
Regulatory balancing accounts | 1,367 | 1,222 | |||||
Other | 661 | 862 | |||||
Regulatory assets | 646 | 615 | |||||
Inventories: | |||||||
Gas stored underground and fuel oil | 79 | 115 | |||||
Materials and supplies | 374 | 366 | |||||
Other | 519 | 465 | |||||
Total current assets | 5,841 | 6,281 | |||||
Property, Plant, and Equipment | |||||||
Electric | 55,654 | 55,133 | |||||
Gas | 19,934 | 19,641 | |||||
Construction work in progress | 2,562 | 2,471 | |||||
Total property, plant, and equipment | 78,150 | 77,245 | |||||
Accumulated depreciation | (23,808 | ) | (23,456 | ) | |||
Net property, plant, and equipment | 54,342 | 53,789 | |||||
Other Noncurrent Assets | |||||||
Regulatory assets | 3,724 | 3,793 | |||||
Nuclear decommissioning trusts | 2,842 | 2,863 | |||||
Income taxes receivable | 64 | 64 | |||||
Other | 1,200 | 1,094 | |||||
Total other noncurrent assets | 7,830 | 7,814 | |||||
TOTAL ASSETS | $ | 68,013 | $ | 67,884 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Balance At | |||||||
March 31, 2018 | December 31, 2017 | ||||||
(in millions. except share amounts) | |||||||
LIABILITIES AND EQUITY | |||||||
Current Liabilities | |||||||
Short-term borrowings | $ | 846 | $ | 799 | |||
Long-term debt, classified as current | 45 | 445 | |||||
Accounts payable: | |||||||
Trade creditors | 1,231 | 1,644 | |||||
Regulatory balancing accounts | 1,264 | 1,120 | |||||
Other | 760 | 538 | |||||
Disputed claims and customer refunds | 245 | 243 | |||||
Interest payable | 145 | 214 | |||||
Other | 1,982 | 2,018 | |||||
Total current liabilities | 6,518 | 7,021 | |||||
Noncurrent Liabilities | |||||||
Long-term debt | 17,407 | 17,403 | |||||
Regulatory liabilities | 8,586 | 8,679 | |||||
Pension and other post-retirement benefits | 1,990 | 2,026 | |||||
Asset retirement obligations | 4,946 | 4,899 | |||||
Deferred income taxes | 6,130 | 5,963 | |||||
Other | 2,240 | 2,146 | |||||
Total noncurrent liabilities | 41,299 | 41,116 | |||||
Commitments and Contingencies (Note 9) | |||||||
Shareholders' Equity | |||||||
Preferred stock | 258 | 258 | |||||
Common stock, $5 par value, authorized 800,000,000 shares; 264,374,809 shares outstanding at respective dates | 1,322 | 1,322 | |||||
Additional paid-in capital | 8,505 | 8,505 | |||||
Reinvested earnings | 10,107 | 9,656 | |||||
Accumulated other comprehensive income | 4 | 6 | |||||
Total shareholders' equity | 20,196 | 19,747 | |||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 68,013 | $ | 67,884 | |||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
(Unaudited) | |||||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Cash Flows from Operating Activities | |||||||
Net income | $ | 452 | $ | 569 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Depreciation, amortization, and decommissioning | 752 | 712 | |||||
Allowance for equity funds used during construction | (32 | ) | (19 | ) | |||
Deferred income taxes and tax credits, net | 175 | 264 | |||||
Other | (1 | ) | 57 | ||||
Effect of changes in operating assets and liabilities: | |||||||
Accounts receivable | 112 | 322 | |||||
Butte-related insurance receivable | 197 | (7 | ) | ||||
Inventories | 28 | (2 | ) | ||||
Accounts payable | 55 | (3 | ) | ||||
Butte-related third-party claims | (118 | ) | (44 | ) | |||
Other current assets and liabilities | (131 | ) | (113 | ) | |||
Regulatory assets, liabilities, and balancing accounts, net | 114 | (176 | ) | ||||
Other noncurrent assets and liabilities | (87 | ) | 38 | ||||
Net cash provided by operating activities | 1,516 | 1,598 | |||||
Cash Flows from Investing Activities | |||||||
Capital expenditures | (1,470 | ) | (1,216 | ) | |||
Proceeds from sales and maturities of nuclear decommissioning trust investments | 494 | 470 | |||||
Purchases of nuclear decommissioning trust investments | (505 | ) | (493 | ) | |||
Other | 6 | 4 | |||||
Net cash used in investing activities | (1,475 | ) | (1,235 | ) | |||
Cash Flows from Financing Activities | |||||||
Net issuances (repayments) of commercial paper, net of discount of $0 and $2 at respective dates | 47 | (755 | ) | ||||
Short-term debt financing | 250 | 250 | |||||
Short-term debt matured | (250 | ) | (250 | ) | |||
Proceeds from issuance of long-term debt, net of discount and issuance costs of $0 and $10 at respective dates | — | 590 | |||||
Long-term debt matured or repurchased | (400 | ) | — | ||||
Preferred stock dividends paid | — | (3 | ) | ||||
Common stock dividends paid | — | (244 | ) | ||||
Equity contribution from PG&E Corporation | — | 125 | |||||
Other | (13 | ) | (87 | ) | |||
Net cash used in financing activities | (366 | ) | (374 | ) | |||
Net change in cash and cash equivalents | (325 | ) | (11 | ) | |||
Cash and cash equivalents at January 1 | 447 | 71 | |||||
Cash and cash equivalents at March 31 | $ | 122 | $ | 60 |
Supplemental disclosures of cash flow information | |||||||
Cash received (paid) for: | |||||||
Interest, net of amounts capitalized | $ | (259 | ) | $ | (242 | ) | |
Supplemental disclosures of noncash investing and financing activities | |||||||
Capital expenditures financed through accounts payable | $ | 255 | $ | 237 | |||
Terminated capital leases | 137 | — | |||||
See accompanying Notes to the Condensed Consolidated Financial Statements. |
Pension Benefits | Other Benefits | ||||||||||||||
Three Months Ended March 31, | |||||||||||||||
(in millions) | 2018 | 2017 | 2018 | 2017 | |||||||||||
Service cost for benefits earned | $ | 128 | $ | 118 | $ | 16 | $ | 15 | |||||||
Interest cost | 172 | 179 | 17 | 19 | |||||||||||
Expected return on plan assets | (255 | ) | (193 | ) | (33 | ) | (24 | ) | |||||||
Amortization of prior service cost | (1 | ) | (2 | ) | 4 | 4 | |||||||||
Amortization of net actuarial loss | 1 | 6 | (1 | ) | 1 | ||||||||||
Net periodic benefit cost | 45 | 108 | 3 | 15 | |||||||||||
Regulatory account transfer (1) | 39 | (23 | ) | — | — | ||||||||||
Total | $ | 84 | $ | 85 | $ | 3 | $ | 15 | |||||||
Pension Benefits | Other Benefits | Total | |||||||||
(in millions, net of income tax) | Three Months Ended March 31, 2018 | ||||||||||
Beginning balance | $ | (25 | ) | $ | 17 | $ | (8 | ) | |||
Amounts reclassified from other comprehensive income: | |||||||||||
Amortization of prior service cost (net of taxes of $0 and $1, respectively) (1) | (1 | ) | 3 | 2 | |||||||
Amortization of net actuarial loss (net of taxes of $0 and $0, respectively) (1) | 1 | (1 | ) | — | |||||||
Regulatory account transfer (net of taxes of $0 and $1, respectively) (1) | — | (2 | ) | (2 | ) | ||||||
Reclassification of stranded income tax to retained earnings (net of taxes of $0 and $0, respectively) | (5 | ) | — | (5 | ) | ||||||
Net current period other comprehensive gain (loss) | (5 | ) | — | (5 | ) | ||||||
Ending balance | $ | (30 | ) | $ | 17 | $ | (13 | ) | |||
Pension Benefits | Other Benefits | Total | |||||||||
(in millions, net of income tax) | Three Months Ended March 31, 2017 | ||||||||||
Beginning balance | $ | (25 | ) | $ | 16 | $ | (9 | ) | |||
Amounts reclassified from other comprehensive income: (1) | |||||||||||
Amortization of prior service cost (net of taxes of $1 and $2, respectively) | (1 | ) | 2 | 1 | |||||||
Amortization of net actuarial loss (net of taxes of $3, and $0, respectively) | 3 | 1 | 4 | ||||||||
Regulatory account transfer (net of taxes of $2 and $2, respectively) | (2 | ) | (3 | ) | (5 | ) | |||||
Net current period other comprehensive gain (loss) | — | — | — | ||||||||
Ending balance | $ | (25 | ) | $ | 16 | $ | (9 | ) | |||
(in millions) | Three Months Ended March 31, | ||
Electric | 2018 | ||
Revenue from contracts with customers | |||
Residential | $ | 1,336 | |
Commercial | 1,073 | ||
Industrial | 324 | ||
Agricultural | 125 | ||
Public street and highway lighting | 20 | ||
Other (1) | (201 | ) | |
Total revenue from contracts with customers - electric | 2,677 | ||
Regulatory balancing accounts (2) | 274 | ||
Total electric operating revenue | $ | 2,951 | |
Natural gas | |||
Revenue from contracts with customers | |||
Residential | $ | 958 | |
Commercial | 196 | ||
Transportation service only | 297 | ||
Other (1) | (52 | ) | |
Total revenue from contracts with customers - gas | 1,399 | ||
Regulatory balancing accounts (2) | (294 | ) | |
Total natural gas operating revenue | 1,105 | ||
Total operating revenues | $ | 4,056 | |
Asset Balance at | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
Pension benefits | $ | 1,915 | $ | 1,954 | |||
Environmental compliance costs | 749 | 837 | |||||
Utility retained generation | 308 | 319 | |||||
Price risk management | 68 | 65 | |||||
Unamortized loss, net of gain, on reacquired debt | 88 | 79 | |||||
Catastrophic event memorandum account | 314 | 274 | |||||
Other | 282 | 265 | |||||
Total long-term regulatory assets | $ | 3,724 | $ | 3,793 |
Liability Balance at | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
Cost of removal obligations | $ | 5,674 | $ | 5,547 | |||
Deferred income taxes | 873 | 1,021 | |||||
Recoveries in excess of AROs | 533 | 624 | |||||
Public purpose programs | 591 | 590 | |||||
Other | 915 | 897 | |||||
Total long-term regulatory liabilities | $ | 8,586 | $ | 8,679 |
Receivable Balance at | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
Electric distribution | $ | 176 | $ | — | |||
Electric transmission | 125 | 139 | |||||
Utility generation | 203 | — | |||||
Gas distribution and transmission | 269 | 486 | |||||
Energy procurement | 1 | 71 | |||||
Public purpose programs | 115 | 103 | |||||
Other | 478 | 423 | |||||
Total regulatory balancing accounts receivable | $ | 1,367 | $ | 1,222 |
Payable Balance at | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
Electric distribution | $ | — | $ | 72 | |||
Electric transmission | 108 | 120 | |||||
Utility generation | — | 14 | |||||
Energy procurement | 265 | 149 | |||||
Public purpose programs | 491 | 452 | |||||
Other | 400 | 313 | |||||
Total regulatory balancing accounts payable | $ | 1,264 | $ | 1,120 |
(in millions) | Termination Date | Facility Limit | Letters of Credit Outstanding | Commercial Paper | Facility Availability | ||||||||||||
PG&E Corporation | April 2022 | $ | 300 | (1) | $ | — | $ | 121 | $ | 179 | |||||||
Utility | April 2022 | 3,000 | (2) | 48 | 97 | 2,855 | |||||||||||
Total revolving credit facilities | $ | 3,300 | $ | 48 | $ | 218 | $ | 3,034 | |||||||||
PG&E Corporation | Utility | ||||||
(in millions) | Total Equity | Total Shareholders' Equity | |||||
Balance at December 31, 2017 | $ | 19,472 | $ | 19,747 | |||
Comprehensive income | 445 | 452 | |||||
Common stock issued | 35 | — | |||||
Share-based compensation | 34 | — | |||||
Preferred stock dividend requirement | — | (3 | ) | ||||
Preferred stock dividend requirement of subsidiary | (3 | ) | — | ||||
Balance at March 31, 2018 | $ | 19,983 | $ | 20,196 |
Three Months Ended March 31, | |||||||
(in millions, except per share amounts) | 2018 | 2017 | |||||
Income available for common shareholders | $ | 442 | $ | 576 | |||
Weighted average common shares outstanding, basic | 515 | 508 | |||||
Add incremental shares from assumed conversions: | |||||||
Employee share-based compensation | 1 | 3 | |||||
Weighted average common shares outstanding, diluted | 516 | 511 | |||||
Total earnings per common share, diluted | $ | 0.86 | $ | 1.13 |
Contract Volume at | ||||||||
Underlying Product | Instruments | March 31, 2018 | December 31, 2017 | |||||
Natural Gas (1) (MMBtus (2)) | Forwards, Futures and Swaps | 184,948,051 | 228,768,745 | |||||
Options | 31,481,247 | 60,736,806 | ||||||
Electricity (Megawatt-hours) | Forwards, Futures and Swaps | 2,602,376 | 2,872,013 | |||||
Congestion Revenue Rights (3) | 304,484,831 | 312,272,177 | ||||||
Commodity Risk | |||||||||||||||
(in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||
Current assets – other | $ | 30 | $ | (2 | ) | $ | 6 | $ | 34 | ||||||
Other noncurrent assets – other | 98 | (1 | ) | — | 97 | ||||||||||
Current liabilities – other | (52 | ) | 2 | 19 | (31 | ) | |||||||||
Noncurrent liabilities – other | (68 | ) | 1 | 12 | (55 | ) | |||||||||
Total commodity risk | $ | 8 | $ | — | $ | 37 | $ | 45 |
Commodity Risk | |||||||||||||||
(in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||
Current assets – other | $ | 30 | $ | (3 | ) | $ | 10 | $ | 37 | ||||||
Other noncurrent assets – other | 103 | (1 | ) | — | 102 | ||||||||||
Current liabilities – other | (47 | ) | 3 | 13 | (31 | ) | |||||||||
Noncurrent liabilities – other | (66 | ) | 1 | 8 | (57 | ) | |||||||||
Total commodity risk | $ | 20 | $ | — | $ | 31 | $ | 51 |
Commodity Risk | ||||||||
Three Months Ended March 31, | ||||||||
(in millions) | 2018 | 2017 | ||||||
Unrealized gain (loss) - regulatory assets and liabilities (1) | $ | (12 | ) | $ | (48 | ) | ||
Realized loss - cost of electricity (2) | (18 | ) | (5 | ) | ||||
Realized loss - cost of natural gas (2) | (1 | ) | (1 | ) | ||||
Net commodity risk | $ | (31 | ) | $ | (54 | ) | ||
Balance at | |||||||
(in millions) | March 31, 2018 | December 31, 2017 | |||||
Derivatives in a liability position with credit risk-related contingencies that are not fully collateralized | $ | (1 | ) | $ | (1 | ) | |
Related derivatives in an asset position | — | — | |||||
Collateral posting in the normal course of business related to these derivatives | — | — | |||||
Net position of derivative contracts/additional collateral posting requirements (1) | $ | (1 | ) | $ | (1 | ) | |
• | Level 1 – Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. |
• | Level 2 – Other inputs that are directly or indirectly observable in the marketplace. |
• | Level 3 – Unobservable inputs which are supported by little or no market activities. |
Fair Value Measurements | |||||||||||||||||||
March 31, 2018 | |||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||
Assets: | |||||||||||||||||||
Nuclear decommissioning trusts | |||||||||||||||||||
Short-term investments | $ | 28 | — | — | — | $ | 28 | ||||||||||||
Global equity securities | 1,862 | — | — | — | 1,862 | ||||||||||||||
Fixed-income securities | 776 | 599 | — | — | 1,375 | ||||||||||||||
Assets measured at NAV | — | — | — | — | 17 | ||||||||||||||
Total nuclear decommissioning trusts (2) | 2,666 | 599 | — | — | 3,282 | ||||||||||||||
Price risk management instruments (Note 7) | |||||||||||||||||||
Electricity | — | 2 | 125 | 3 | 130 | ||||||||||||||
Gas | — | 1 | — | — | 1 | ||||||||||||||
Total price risk management instruments | — | 3 | 125 | 3 | 131 | ||||||||||||||
Rabbi trusts | |||||||||||||||||||
Fixed-income securities | — | 74 | — | — | 74 | ||||||||||||||
Life insurance contracts | — | 69 | — | — | 69 | ||||||||||||||
Total rabbi trusts | — | 143 | — | — | 143 | ||||||||||||||
Long-term disability trust | |||||||||||||||||||
Short-term investments | 5 | — | — | — | 5 | ||||||||||||||
Assets measured at NAV | — | — | — | — | 162 | ||||||||||||||
Total long-term disability trust | 5 | — | — | — | 167 | ||||||||||||||
TOTAL ASSETS | $ | 2,671 | $ | 745 | $ | 125 | $ | 3 | $ | 3,723 | |||||||||
Liabilities: | |||||||||||||||||||
Price risk management instruments (Note 7) | |||||||||||||||||||
Electricity | $ | 8 | $ | 25 | $ | 85 | $ | (33 | ) | $ | 85 | ||||||||
Gas | — | 2 | — | (1 | ) | 1 | |||||||||||||
TOTAL LIABILITIES | $ | 8 | $ | 27 | $ | 85 | $ | (34 | ) | $ | 86 | ||||||||
Fair Value Measurements | |||||||||||||||||||
December 31, 2017 | |||||||||||||||||||
(in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||
Assets: | |||||||||||||||||||
Short-term investments | $ | 385 | $ | — | $ | — | $ | — | $ | 385 | |||||||||
Nuclear decommissioning trusts | |||||||||||||||||||
Short-term investments | 23 | — | — | — | 23 | ||||||||||||||
Global equity securities | 1,967 | — | — | — | 1,967 | ||||||||||||||
Fixed-income securities | 733 | 562 | — | — | 1,295 | ||||||||||||||
Assets measured at NAV | — | — | — | — | 18 | ||||||||||||||
Total nuclear decommissioning trusts (2) | 2,723 | 562 | — | — | 3,303 | ||||||||||||||
Price risk management instruments (Note 7) | |||||||||||||||||||
Electricity | — | 3 | 129 | 6 | 138 | ||||||||||||||
Gas | — | 1 | — | — | 1 | ||||||||||||||
Total price risk management instruments | — | 4 | 129 | 6 | 139 | ||||||||||||||
Rabbi trusts | |||||||||||||||||||
Fixed-income securities | — | 72 | — | — | 72 | ||||||||||||||
Life insurance contracts | — | 71 | — | — | 71 | ||||||||||||||
Total rabbi trusts | — | 143 | — | — | 143 | ||||||||||||||
Long-term disability trust | |||||||||||||||||||
Short-term investments | 8 | — | — | — | 8 | ||||||||||||||
Assets measured at NAV | — | — | — | — | 167 | ||||||||||||||
Total long-term disability trust | 8 | — | — | — | 175 | ||||||||||||||
TOTAL ASSETS | $ | 3,116 | $ | 709 | $ | 129 | $ | 6 | $ | 4,145 | |||||||||
Liabilities: | |||||||||||||||||||
Price risk management instruments (Note 7) | |||||||||||||||||||
Electricity | $ | 10 | $ | 15 | $ | 87 | $ | (25 | ) | $ | 87 | ||||||||
Gas | — | 1 | — | — | 1 | ||||||||||||||
TOTAL LIABILITIES | $ | 10 | $ | 16 | $ | 87 | $ | (25 | ) | $ | 88 | ||||||||
Fair Value at | ||||||||||||||
(in millions) | March 31, 2018 | |||||||||||||
Fair Value Measurement | Assets | Liabilities | Valuation Technique | Unobservable Input | Range (1) | |||||||||
Congestion revenue rights | $ | 125 | $ | 25 | Market approach | CRR auction prices | $ (7.44) - 13.91 | |||||||
Power purchase agreements | $ | — | $ | 60 | Discounted cash flow | Forward prices | $ 18.81 - 38.80 | |||||||
Fair Value at | ||||||||||||||
(in millions) | December 31, 2017 | |||||||||||||
Fair Value Measurement | Assets | Liabilities | Valuation Technique | Unobservable Input | Range (1) | |||||||||
Congestion revenue rights | $ | 129 | $ | 24 | Market approach | CRR auction prices | $ (16.03) - 11.99 | |||||||
Power purchase agreements | $ | — | $ | 63 | Discounted cash flow | Forward prices | $ 18.81 - 38.80 | |||||||
Price Risk Management Instruments | |||||||
(in millions) | 2018 | 2017 | |||||
Asset (liability) balance as of January 1 | $ | 42 | $ | 55 | |||
Net realized and unrealized gains: | |||||||
Included in regulatory assets and liabilities or balancing accounts (1) | (2 | ) | (6 | ) | |||
Asset (liability) balance as of March 31 | $ | 40 | $ | 49 | |||
At March 31, 2018 | At December 31, 2017 | ||||||||||||||
(in millions) | Carrying Amount | Level 2 Fair Value | Carrying Amount | Level 2 Fair Value | |||||||||||
PG&E Corporation | $ | 350 | $ | 348 | $ | 350 | $ | 350 | |||||||
Utility | 16,693 | 17,723 | 17,090 | 19,128 |
(in millions) | |||||||||||||||
As of March 31, 2018 | Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Total Fair Value | |||||||||||
Nuclear decommissioning trusts | |||||||||||||||
Short-term investments | $ | 28 | $ | — | $ | — | $ | 28 | |||||||
Global equity securities | 475 | 1,405 | (1 | ) | 1,879 | ||||||||||
Fixed-income securities | 1,355 | 39 | (19 | ) | 1,375 | ||||||||||
Total (1) | $ | 1,858 | $ | 1,444 | $ | (20 | ) | $ | 3,282 | ||||||
As of December 31, 2017 | |||||||||||||||
Nuclear decommissioning trusts | |||||||||||||||
Short-term investments | $ | 23 | $ | — | $ | — | $ | 23 | |||||||
Global equity securities | 524 | 1,463 | (2 | ) | 1,985 | ||||||||||
Fixed-income securities | 1,252 | 51 | (8 | ) | 1,295 | ||||||||||
Total (1) | $ | 1,799 | $ | 1,514 | $ | (10 | ) | $ | 3,303 | ||||||
As of | |||
(in millions) | March 31, 2018 | ||
Less than 1 year | $ | 42 | |
1–5 years | 438 | ||
5–10 years | 374 | ||
More than 10 years | 521 | ||
Total maturities of fixed-income securities | $ | 1,375 |
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Proceeds from sales and maturities of nuclear decommissioning trust investments | $ | 494 | $ | 470 | |||
Gross realized gains on securities | 37 | 29 | |||||
Gross realized losses on securities | (4 | ) | (5 | ) |
Loss Accrual (in millions) | ||||
Balance at December 31, 2015 | $ | — | ||
Accrued losses | 750 | |||
Payments (1) | (60) | |||
Balance at December 31, 2016 | 690 | |||
Accrued losses | 350 | |||
Payments (1) | (479) | |||
Balance at December 31, 2017 | 561 | |||
Accrued losses | — | |||
Payments (1) | (118 | ) | ||
Balance at March 31, 2018 | $ | 443 | ||
Insurance Receivable (in millions) | ||||
Balance at December 31, 2015 | $ | — | ||
Accrued insurance recoveries | 625 | |||
Reimbursements | (50) | |||
Balance at December 31, 2016 | 575 | |||
Accrued insurance recoveries | 297 | |||
Reimbursements | (276) | |||
Balance at December 31, 2017 | 596 | |||
Accrued insurance recoveries | — | |||
Reimbursements | (197 | ) | ||
Balance at March 31, 2018 | $ | 399 |
Balance at | |||||||
March 31, | December 31, | ||||||
(in millions) | 2018 | 2017 | |||||
Topock natural gas compressor station | $ | 342 | $ | 334 | |||
Hinkley natural gas compressor station | 144 | 147 | |||||
Former manufactured gas plant sites owned by the Utility or third parties (1) | 329 | 320 | |||||
Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites (2) | 113 | 115 | |||||
Fossil fuel-fired generation facilities and sites (3) | 157 | 123 | |||||
Total environmental remediation liability | $ | 1,085 | $ | 1,039 | |||
Three Months Ended March 31, | |||||||||||||||
Earnings | Earnings per Common Share (Diluted) | ||||||||||||||
(in millions, except per share amounts) | 2018 | 2017 | 2018 | 2017 | |||||||||||
PG&E Corporation’s Earnings on a GAAP basis | $ | 442 | $ | 576 | $ | 0.86 | $ | 1.13 | |||||||
Items Impacting Comparability: (1) | |||||||||||||||
Northern California wildfire-related costs (2) | 15 | — | 0.03 | — | |||||||||||
Pipeline-related expenses (3) | 7 | 16 | 0.01 | 0.03 | |||||||||||
Butte fire-related costs, net of insurance (4) | 4 | 2 | 0.01 | — | |||||||||||
Legal and regulatory-related expenses | — | 2 | — | — | |||||||||||
Fines and penalties | — | 36 | — | 0.07 | |||||||||||
GT&S revenue timing impact | — | (88 | ) | — | (0.17 | ) | |||||||||
PG&E Corporation’s Earnings from Operations (5) | $ | 468 | $ | 544 | $ | 0.91 | $ | 1.06 | |||||||
Three Months Ended March 31, | |||||||
(in millions, except per share amounts) | Earnings | Earnings per Common Share (Diluted) | |||||
2017 Earnings from Operations (1) | $ | 544 | $ | 1.06 | |||
Growth in rate base earnings (2) | 42 | 0.08 | |||||
Timing of 2017 GRC cost recovery (3) | 18 | 0.03 | |||||
Tax impact of stock compensation (4) | (44 | ) | (0.08 | ) | |||
Timing of nuclear refueling outages | (31 | ) | (0.06 | ) | |||
Timing of taxes (5) | (25 | ) | (0.05 | ) | |||
Decrease in authorized return on equity (6) | (7 | ) | (0.01 | ) | |||
Increase in shares outstanding | — | (0.01 | ) | ||||
Miscellaneous | (29 | ) | (0.05 | ) | |||
2018 Earnings from Operations (1) | $ | 468 | $ | 0.91 | |||
• | The Impact of the Northern California Wildfires. PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected by potential losses resulting from the Northern California wildfires. The Utility incurred costs of $259 million for service restoration and repair to the Utility’s facilities (including $108 million in capital expenditures) through March 31, 2018, in connection with these fires. PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected if the Utility is unable to recover such costs through CEMA. If the Utility’s facilities, such as its electric distribution and transmission lines, are determined to be the substantial cause of one or more fires, and the doctrine of inverse condemnation applies, the Utility could be liable for property damage, business interruption, interest, and attorneys’ fees without having been found negligent, which liability, in the aggregate, could be substantial and have a material adverse effect on PG&E Corporation and the Utility. In addition to such claims for property damage, business interruption, interest and attorneys' fees, the Utility could be liable for fire suppression costs, evacuation costs, medical expenses, personal injury damages, and other damages under other theories of liability, including if the Utility were found to have been negligent, which liability, in the aggregate, could be substantial and have a material effect on PG&E Corporation and the Utility. Further, the Utility could be subject to material fines or penalties if the CPUC or any other law enforcement agency brought an enforcement action and determined that the Utility failed to comply with applicable laws and regulations. (See Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.) |
• | The Applicability of the Doctrine of Inverse Condemnation in PG&E Corporation and the Utility’s Wildfire Litigation. The doctrine of inverse condemnation, if applied by courts in litigation to which PG&E Corporation and the Utility are subject, could expose PG&E Corporation and the Utility to substantial liabilities from such litigation and materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity and cash flows. Although the imposition of liability is premised on the assumption that utilities have the ability to recover these costs from their customers, there can be no guarantee that the CPUC would authorize cost recovery even if a court decision imposes liability under the doctrine of inverse condemnation. In November 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company stated it incurred as a result of the doctrine of inverse condemnation, holding that the inverse condemnation principles of strict liability are not relevant to the CPUC’s prudent manager standard. That determination is being challenged by San Diego Gas & Electric as well as by the Utility and Southern California Edison. PG&E Corporation and the Utility are also challenging the appropriateness of applying inverse condemnation to investor-owned utilities in the Butte Fire litigation and the Northern California wildfires litigation. In addition, the applicability of inverse condemnation could be impacted by actions of the California state legislature which addressed the 2017 wildfires through multiple committee hearings during the first quarter of 2018. On March 13, 2018, Governor Brown along with Democratic and Republican legislative leaders also issued a joint statement indicating an intent to partner on solutions to protect Californians from the threat of natural disasters and climate change, including an update to liability rules and regulations for utility services. (See Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.) |
• | The Success of the Utility's Community Wildfire Safety Program. The Utility has developed a comprehensive community wildfire safety program in coordination with first responders, civic and community leaders, and customers to help reduce wildfire threats and improve safety as a result of climate-driven wildfires and extreme weather events. The community safety wildfire program focuses on three areas: bolstering wildfire prevention and emergency response; working with communities on new and enhanced safety measures; and, longer term, hardening the electric system and integrating new technologies to increase grid resilience. |
• | The Tax Cut and Jobs Act. On December 22, 2017, the U.S. government enacted expansive tax legislation commonly referred to as the Tax Act. Among other provisions, the Tax Act reduces the federal income tax rate from 35% to 21% beginning on January 1, 2018 and eliminates bonus depreciation for utilities. On March, 30, 2018, the Utility submitted PFMs of the CPUC's final decisions in the Utility's 2017 GRC, and the 2015 GT&S rate case. Additionally, the Utility submitted updated testimony in connection with the 2019 GT&S rate case. These submittals reflect the effects of the Tax Act on these rate cases. On May 14, 2018, the Utility will file a proposal to reflect the impact of the Tax Act on its TO tariff rates effective, March 1, 2018, in the resolution of the TO19 rate case. The Utility is unable to predict the timing and outcome of the CPUC's and FERC's decisions in connection with these submittals. (See Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.) |
• | The Outcome of Enforcement, Litigation, and Regulatory Matters. The Utility’s financial results may continue to be impacted by the outcome of current and future enforcement, litigation, and regulatory matters, including the impact of the Northern California wildfires, the Butte fire, the safety culture OII and any related fines, penalties, or other ratemaking tools that could be imposed by the CPUC, including as a result of phase two of the proceeding, the outcome of phase two of the ex parte OII, the potential recommendations that the third-party monitor (retained by the Utility in the first quarter of 2017 as part of its compliance with the sentencing terms of the Utility’s January 27, 2017 federal criminal conviction) may make, and potential penalties in connection with the Utility’s safety and other self-reports. (See Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.) |
• | The Timing and Outcome of Ratemaking Proceedings. The Utility’s financial results may be impacted by the timing and outcome of its 2019 GT&S rate case, FERC TO18 and TO19 rate cases, as well as the recent remand decision by the Ninth Circuit regarding an ROE incentive adder for transmission facilities, and the 2018 CEMA filing. The outcome of regulatory proceedings can be affected by many factors, including intervening parties’ testimonies, potential rate impacts, the Utility’s reputation, the regulatory and political environments, and other factors. (See “Regulatory Matters – 2019 Gas Transmission and Storage Rate Case” and “Regulatory Matters − FERC Transmission Owner Rate Cases”.) |
• | The Ability of the Utility to Control and Recover Operating Costs and Capital Expenditures. In any given year the Utility’s ability to earn its authorized rate of return depends on its ability to manage costs within the amounts authorized in rate case decisions. The Utility forecasts that in 2018 it will incur unrecovered pipeline-related expenses ranging from $35 million to $60 million which primarily relate to costs to identify and remove encroachments from transmission pipeline rights-of-way. Also, the CPUC decision in the Utility’s 2015 GT&S rate case established various cost caps that will increase the risk of overspend over the rate case cycle through 2018. |
• | The Amount and Timing of the Utility's Financing Needs. PG&E Corporation’s and the Utility’s ability to access the capital markets, ability to borrow under its loan financing arrangements, and the terms and rates of future financings could be materially affected by the outcome of, or market perception of, the matters discussed in Note 9 of the Notes to the Condensed Consolidated Financial Statements, including liabilities, if any, incurred in relation to the Northern California wildfires, adverse effects on PG&E Corporation’s and the Utility’s ability to comply with consolidated debt to total capitalization ratio covenants in their financing arrangements and regulatory capital structure requirements, adverse changes in their respective credit ratings, general economic and market conditions, and other factors. PG&E Corporation contributes equity to the Utility as needed to maintain the Utility’s CPUC-authorized capital structure. For the three months ended March 31, 2018, PG&E Corporation issued $35 million of common stock and made no equity contributions to the Utility. PG&E Corporation may seek to issue additional equity to pay claims, losses, fines, and penalties that may be required by the outcome of litigation and enforcement matters. Additional issuances of equity, if any, could have a material dilutive impact on PG&E Corporation’s EPS. |
• | Changes in the Utility Industry. The Utility is committed to delivering safe, reliable, sustainable, and affordable electric and gas services to its customers. Increasing demands from state laws and policies relating to increased renewable energy resources, the reduction of GHG emissions, the expansion of energy efficiency programs, the development and widespread deployment of distributed generation and self-generation resources, and the development of energy storage technologies have increased pressure on the Utility to achieve efficiencies in its operations while continuing to provide customers with safe, reliable, and affordable service. The utility industry is also undergoing transformative change driven by technological advancements enabling customer choice (for example, customer-owned generation and energy storage) and state climate policy supporting a decarbonized economy. California’s environmental policy objectives are accelerating the pace and scope of the industry change. The electric grid is a critical enabler of the adoption of new energy technologies that support California's climate change and GHG reduction objectives, which continue to be publicly supported by California policy makers notwithstanding a recent change in the federal approach to such matters. In order to enable the California clean energy economy, sustained investments are required in grid modernization, renewable integration projects, energy efficiency programs, energy storage options, EV infrastructure, and state infrastructure modernization (e.g. rail and water projects). In addition, these changes brought about by technological advancements and climate policy may cause a reduction in natural gas usage and increase natural gas costs. The combination of reduced natural gas load and increased costs could result in higher natural gas customer bills and potential cost recovery risk. |
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Consolidated Total | $ | 442 | $ | 576 | |||
PG&E Corporation | (7 | ) | 10 | ||||
Utility | $ | 449 | $ | 566 |
Three Months Ended March 31, 2018 | Three Months Ended March 31, 2017 | ||||||||||||||||||||||
Revenues/Costs: | Revenues/Costs: | ||||||||||||||||||||||
(in millions) | That Impacted Earnings | That Did Not Impact Earnings | Total Utility | That Impacted Earnings | That Did Not Impact Earnings | Total Utility | |||||||||||||||||
Electric operating revenues | $ | 1,937 | $ | 1,014 | $ | 2,951 | $ | 1,982 | $ | 1,085 | $ | 3,067 | |||||||||||
Natural gas operating revenues | 738 | 367 | 1,105 | 777 | 427 | 1,204 | |||||||||||||||||
Total operating revenues | 2,675 | 1,381 | 4,056 | 2,759 | 1,512 | 4,271 | |||||||||||||||||
Cost of electricity | — | 819 | 819 | — | 847 | 847 | |||||||||||||||||
Cost of natural gas | — | 289 | 289 | — | 325 | 325 | |||||||||||||||||
Operating and maintenance | 1,244 | 353 | 1,597 | 1,164 | 354 | 1,518 | |||||||||||||||||
Depreciation, amortization, and decommissioning | 752 | — | 752 | 712 | — | 712 | |||||||||||||||||
Total operating expenses | 1,996 | 1,461 | 3,457 | 1,876 | 1,526 | 3,402 | |||||||||||||||||
Operating income | 679 | (80 | ) | 599 | 883 | (14 | ) | 869 | |||||||||||||||
Interest income | 9 | — | 9 | 5 | — | 5 | |||||||||||||||||
Interest expense | (217 | ) | — | (217 | ) | (216 | ) | — | (216 | ) | |||||||||||||
Other income, net | 29 | 80 | 109 | 17 | 14 | 31 | |||||||||||||||||
Income before income taxes | $ | 500 | $ | — | $ | 500 | $ | 689 | $ | — | $ | 689 | |||||||||||
Income tax provision (1) | 48 | 120 | |||||||||||||||||||||
Net income | 452 | 569 | |||||||||||||||||||||
Preferred stock dividend requirement (1) | 3 | 3 | |||||||||||||||||||||
Income Available for Common Stock | $ | 449 | $ | 566 | |||||||||||||||||||
Three Months Ended March 31, | |||||
2018 | 2017 | ||||
Federal statutory income tax rate | 21.0 | % | 35.0 | % | |
Increase (decrease) in income tax rate resulting from: | |||||
State income tax (net of federal benefit) (1) | 2.3 | % | 1.8 | % | |
Effect of regulatory treatment of fixed asset differences (2) | (16.5 | )% | (13.1 | )% | |
Tax credits | (0.6 | )% | (0.4 | )% | |
Other, net (3) | 3.4 | % | (5.9 | )% | |
Effective tax rate | 9.6 | % | 17.4 | % | |
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Cost of purchased power | $ | 753 | $ | 784 | |||
Fuel used in own generation facilities | 66 | 63 | |||||
Total cost of electricity | $ | 819 | $ | 847 | |||
Average cost of purchased power per kWh (1) | $ | 0.123 | $ | 0.108 | |||
Total purchased power (in millions of kWh) (2) | 6,110 | 7,291 | |||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Cost of natural gas sold | $ | 257 | $ | 293 | |||
Transportation cost of natural gas sold | 32 | 32 | |||||
Total cost of natural gas | $ | 289 | $ | 325 | |||
Average cost per Mcf (1) of natural gas sold | $ | 3.03 | $ | 3.15 | |||
Total natural gas sold (in millions of Mcf) | 85 | 93 | |||||
Three Months Ended March 31, | |||||||
(in millions) | 2018 | 2017 | |||||
Net cash provided by operating activities | $ | 1,516 | $ | 1,598 | |||
Net cash used in investing activities | (1,475 | ) | (1,235 | ) | |||
Net cash used in financing activities | (366 | ) | (374 | ) | |||
Net change in cash and cash equivalents | $ | (325 | ) | $ | (11 | ) |
• | the timing and amount of costs in connection with the Northern California wildfires, as well as potential liabilities in connection with third-party claims and fines or penalties that could be imposed on the Utility if the CPUC or any other law enforcement agency brought an enforcement action and determined that the Utility failed to comply with applicable laws and regulations; |
• | the timing and amounts of costs, including fines and penalties, that may be incurred in connection with the current and future enforcement, litigation, and regulatory matters, including the impact of the Butte fire and the timing and amount of related insurance recoveries, the safety culture OII, including other ratemaking tools that could be imposed by the CPUC as a result of phase two of the proceeding, the outcome of phase two of the ex parte OII, costs associated with potential recommendations that the third-party monitor may make related to the Utility’s conviction in the federal criminal trial, and potential penalties in connection with the Utility’s safety and other self-reports; |
• | the Tax Act, which is expected to accelerate the timing of federal tax payments and reduce revenue requirements, resulting in lower operating cash flows (see "Overview" above and "Regulatory Matters" below for more information); |
• | the timing and outcomes of the 2019 GT&S rate case, FERC TO18 and TO19 rate cases, 2018 CEMA filing, and other ratemaking and regulatory proceedings; and |
• | the timing of the resolution of the Chapter 11 disputed claims and the amount of principal and interest on these claims that the Utility will be required to pay. |
• | deferred consideration of replacement resources to the CPUC’s Integrated Resource Planning proceeding; |
• | authorized rate recovery for up to $211.3 million (compared with the $352.1 million requested by the Utility) for an employee retention program; |
• | authorized rate recovery for an employee retraining program of $11.3 million requested by the Utility; |
• | rejected rate recovery of the proposed $85 million for the community impacts mitigation program on the ground that rate recovery for such a program requires legislative authorization; |
• | authorized rate recovery of $18.6 million of the total Diablo Canyon license renewal cost of $53 million and rate recovery of cancelled project costs equal to 100% of direct costs incurred prior to June 30, 2016, and 25% of direct costs incurred after June 30, 2016, based on a settlement agreement among the Utility, the Joint Parties, and certain other parties that the Utility filed with the CPUC in May 2017; and |
• | approved the amortization of the book value for Diablo Canyon consistent with the Diablo Canyon closure schedule. |
• | require the CPUC to approve the community impact mitigation settlement of $85 million, originally proposed in the joint settlement agreement; |
• | direct the CPUC to manage its Integrated Resource Planning to ensure that there is no increase in GHG emissions as a result of the Diablo Canyon retirement; and |
• | require the CPUC to approve full funding of the $352.1 million Diablo Canyon employee retention program, originally proposed in the joint settlement agreement. |
• | the impact of the Northern California wildfires, including whether the Utility will be able to recover costs for service restoration and repair to the Utility's facilities through CEMA ; the timing and outcome of the wildfire investigations, including into the causes of the wildfires; whether the Utility may have liability associated with these fires; if liable for one or more fires, whether the Utility would be able to recover all or part of such costs through insurance or through regulatory mechanisms, to the extent insurance is not available or exhausted; and potential liabilities in connection with fines or penalties that could be imposed on the Utility if the CPUC or any other law enforcement agency brought an enforcement action and determined that the Utility failed to comply with applicable laws and regulations; |
• | the timing and outcome of the Butte fire litigation, the timing and outcome of any proceeding to recover from customers restoration and repair costs and costs in excess of insurance, if any; the effect, if any, that the SED’s $8.3 million citations issued in connection with the Butte fire may have on the Butte fire litigation; and whether additional investigations and proceedings in connection with the Butte fire will be opened and any additional fines or penalties imposed on the Utility; |
• | whether the CPUC approves the Utility’s application to establish a WEMA to track wildfire expenses and to preserve the opportunity for the Utility to request recovery of wildfire costs in excess of insurance at a future date, and the outcome of any potential request to recover such costs; |
• | the impact of the Tax Act, and the timing and outcome of CPUC decision(s) related to the Utility’s March 30, 2018 submissions in connection with the impact of the Tax Act on the Utility’s rate cases and its implementation plan; |
• | the timing and outcomes of the 2019 GT&S rate case, TO18 and TO19 rate cases, 2018 CEMA, and other ratemaking and regulatory proceedings; |
• | the cost of the Utility's community wildfire safety program, and the timing and outcome of any proceeding to recover such costs through rates; |
• | the outcome of the probation and the monitorship imposed by the federal court after the Utility’s conviction in the federal criminal trial in 2017, the timing and outcomes of the debarment proceeding, the SED’s unresolved enforcement matters relating to the Utility’s compliance with natural gas-related laws and regulations, and other investigations that have been or may be commenced relating to the Utility’s compliance with natural gas- and electric- related laws and regulations, ex parte communications, and the ultimate amount of fines, penalties, and remedial costs that the Utility may incur in connection with the outcomes; |
• | the timing and outcomes of investigations by the U.S. Attorney’s Office in San Francisco and the California Attorney General’s office related to communications between the Utility’s personnel and CPUC officials, whether additional criminal or regulatory investigations or enforcement actions are commenced with respect to allegedly improper communications, and the extent to which such matters negatively affect the final decisions to be issued in the Utility’s ratemaking proceedings; |
• | the effects on PG&E Corporation and the Utility’s reputations caused by the Utility’s conviction in the federal criminal trial in 2017, the CPUC's investigations of natural gas incidents, and the Northern California wildfires, improper communications between the CPUC and the Utility, and the Utility’s ongoing work to remove encroachments from transmission pipeline rights-of-way; |
• | whether the Utility can control its costs within the authorized levels of spending, and timely recover its costs through rates; whether the Utility can continue implementing a streamlined organizational structure and achieve project savings, the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs; and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons; |
• | whether the Utility and its third-party vendors and contractors are able to protect the Utility’s operational networks and information technology systems from cyber- and physical attacks, or other internal or external hazards; |
• | the timing and outcome of the complaint filed by the CPUC and certain other parties with the FERC on February 2, 2017, that requests that the Utility provide an open and transparent planning process for its capital transmission projects that do not go through the CAISO’s Transmission Planning Process to allow for greater participation and input from interested parties; and the timing and ultimate outcome of the Ninth Circuit Court of Appeals decision on January 8, 2018, to reverse FERC’s decision granting PG&E a 50 basis point ROE incentive adder for continued participation in the CAISO and remanding the case to FERC for further proceedings; |
• | the amount and timing of additional common stock and debt issuances by PG&E Corporation, including the dilutive impact of common stock issuances to fund PG&E Corporation’s equity contributions to the Utility as the Utility incurs charges and costs, including fines, that it cannot recover through rates; |
• | the outcome of the safety culture OII, including its phase two proceeding opened on May 8, 2017, and future legislative or regulatory actions that may be taken, such as requiring the Utility to separate its electric and natural gas businesses, or restructure into separate entities, or undertake some other corporate restructuring, or implement corporate governance changes; |
• | the outcome of current and future self-reports, investigations, or other enforcement proceedings that could be commenced or notices of violation that could be issued relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to its operations, including the construction, expansion, or replacement of its electric and gas facilities, electric grid reliability, inspection and maintenance practices, customer billing and privacy, physical and cybersecurity, environmental laws and regulations; and the outcome of existing and future SED notices of violations; |
• | the impact of comments and CPUC action in connection with the Utility’s SmartMeter™ Upgrade cost-benefit analysis; |
• | the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility’s known and unknown remediation obligations; and the extent to which the Utility is able to recover environmental costs in rates or from other sources; |
• | the impact of California Governor Jerry Brown's executive order issued on January 26, 2018, to implement a new target of five million zero-emission vehicles on the road in California by 2030; |
• | the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility’s natural gas compressor station site located near Hinkley, California and the Utility's fossil fuel-fired generation sites; |
• | the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, cooling water intake, or other issues; the impact of potential actions, such as legislation, taken by state agencies that may affect the Utility’s ability to continue operating Diablo Canyon until its planned retirement; and whether the Utility will be able to successfully implement its retention and retraining and development programs for Diablo Canyon employees as a result of its planned retirement by 2024 and 2025; |
• | the impact of wildfires, droughts, floods, or other weather-related conditions or events, climate change, natural disasters, acts of terrorism, war, vandalism (including cyber-attacks), downed power lines, and other events, that can cause unplanned outages, reduce generating output, disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies, and the reparation and other costs that the Utility may incur in connection with such conditions or events; the impact of the adequacy of the Utility’s emergency preparedness; whether the Utility incurs liability to third parties for property damage or personal injury caused by such events; whether the Utility is subject to civil, criminal, or regulatory penalties in connection with such events; and whether the Utility’s insurance coverage is available for these types of claims and sufficient to cover the Utility’s liability; |
• | the outcome of state initiatives and numerous bills introduced by state legislators to address climate resilience and augment disaster planning in response to the wildfires in California, that if passed, could affect the Utility’s cost recovery mechanisms, operational requirements, and resiliency plans for certain catastrophic events; |
• | the breakdown or failure of equipment that can cause damages, including fires, and unplanned outages; and whether the Utility will be subject to investigations, penalties, and other costs in connection with such events; |
• | how the CPUC and the California Air Resources Board implement state environmental laws relating to GHG, renewable energy targets, energy efficiency standards, DERs, EVs, and similar matters, including whether the Utility is able to continue recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade regulations; and whether the Utility is able to timely recover its associated investment costs; |
• | whether the Utility’s climate change adaptation strategies are successful; |
• | the impact that reductions in customer demand for electricity and natural gas have on the Utility’s ability to make and recover its investments through rates and earn its authorized return on equity, and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources, changing customer demand for natural gas and electric services, and an increasing number of customers departing the Utility’s procurement service for CCAs; |
• | the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, including its renewable energy procurement costs; |
• | whether, as a result of Westinghouse’s Chapter 11 proceeding and its bankruptcy court approved plan of reorganization, the Utility will experience issues with nuclear fuel supply, nuclear fuel inventory, and related services and products that Westinghouse supplies, and whether the implementation of the plan or reorganization will affect the Utility’s contracts with Westinghouse; |
• | the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection with third-party claims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Utility can continue to obtain adequate insurance coverage for future losses or claims, especially following a major event that causes widespread third-party losses; |
• | the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms; |
• | changes in credit ratings which could, among other things, result in higher borrowing costs and fewer financing options, especially if PG&E Corporation or the Utility were to lose their investment grade credit ratings; |
• | the impact of the regulation of utilities and their holding companies, including how the CPUC interprets and enforces the financial and other conditions imposed on PG&E Corporation when it became the Utility’s holding company, and whether the uncertainty in connection with the Northern California wildfires, the ultimate outcomes of the CPUC’s pending investigations, and other enforcement matters will impact the Utility’s ability to make distributions to PG&E Corporation, and whether they will continue impacting PG&E Corporation's and the Utility's ability to pay dividends; |
• | the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their interpretation; |
• | changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax credits, as a result of the current federal administration; and |
• | the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in their interpretation or application. |
3.1 | |
10.1 | |
10.2 | |
*10.3 | |
*10.4 | |
*10.5 | |
*10.6 | |
*10.7 | |
*10.8 | |
12.1 | |
12.2 | |
12.3 | |
31.1 | |
31.2 | |
**32.1 | |
**32.2 | |
101.INS | XBRL Instance Document |
101.SCH | XBRL Taxonomy Extension Schema Document |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document |
101.LAB | XBRL Taxonomy Extension Labels Linkbase Document |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document |
PG&E CORPORATION |
/s/ JASON P. WELLS |
Jason P. Wells Senior Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) |
PACIFIC GAS AND ELECTRIC COMPANY |
/s/ DAVID S. THOMASON |
David S. Thomason Vice President, Chief Financial Officer and Controller (duly authorized officer and principal financial officer) |
Weight | 2018 STIP Performance Measures | Threshold | Target | Maximum | ||||
50% | Safety | |||||||
Nuclear Operations | ||||||||
5% | Diablo Canyon Power Plant (DCPP) Reliability and Safety (1) | |||||||
DCPP Unit 1 Score | 85.3 | 96.4 | 100.0 | |||||
DCPP Unit 2 Score | 85.3 | 87.6 | 90.0 | |||||
Electric Operations | ||||||||
10% | Public Safety Index (PSI) (2) | 0.5 | 1.0 | 2.0 | ||||
Gas and Electric Operations | ||||||||
10% | Asset Records Duration Index (3) | 0.5 | 1.0 | 2.0 | ||||
Gas Operations | ||||||||
5% | Gas In-Line Inspection (ILI) and Upgrade Index (4) | 0.5 | 1.0 | 2.0 | ||||
5% | Gas Dig-ins Reduction (5) | 1.89 | 1.84 | 1.75 | ||||
Employee Safety | ||||||||
10% | Serious Injuries and Fatalities (SIF) Corrective Actions Index (6) | 0.5 | 1.0 | 2.0 | ||||
5% | Safe Driving Rate (7) | 6.7 | 6.5 | 6.1 | ||||
25% | Customer | 67.3% | 71.3% | 75.3% | ||||
15% | Customer Satisfaction Score (8) | 74.2 | 75.2 | 76.7 | ||||
10% | Customer Connection Cycle Time (9) | 15 | 10 | 8 | ||||
25% | Financial | |||||||
25% | Earnings from Operations (EFO) (10) | * | * | * | ||||
(1) | Your “Retirement Category” will determine how “Retirement” is defined for purposes of this award of Performance Shares, and which Retirement provisions of the Agreement will apply to this award. |
• | “Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017. |
• | “Retirement -II” provisions apply to all other recipients. |
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Performance Shares | PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement (the “Performance Shares”). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP. |
Vesting of Performance Shares Settlement in Shares/ Performance Goals | As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, the Committee’s certification of the extent to which performance goals have been attained for this award, which certification will occur on or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the “Vesting Date”). Except as described below, all Performance Shares that have not vested will be cancelled upon termination of your employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the “payout percentage” determined as follows (except as set forth elsewhere in this Agreement), rounded to the nearest whole number. |
The Performance Shares have a financial performance goal and resulting financial payout percentage. Subject to rounding considerations, in each case, if performance is below threshold, the payout percentage will be 0%; if performance is at threshold, the payout percentage will be 25%; if performance is at target, the payout percentage will be 100%; and if performance is at or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between threshold and maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or target and maximum, as appropriate. Specifically, PG&E Corporation’s financial performance during each of 2018, 2019, and 2020 will be measured by comparing reported earnings from operations (EFO) per share for each year to the target approved by the Compensation Committee in February of each year. If the Board approves a target outside the guidance range in the December Financial Performance Plan (FPP), target will be the EPS on the EFO target approved in the FPP. In the event the target is not approved by February in a given year, target will be set based on the Board-approved EFO forecast reflected in the FPP. Final results will be calculated as the average of the result for each of 2018, 2019, and 2020. Threshold performance is 95 percent of target, and maximum performance is 105 percent of target. The final payout percentage, if any, will be determined as soon as practicable following the date that the Committee or an equivalent body certifies the extent to which the performance goal has been attained, pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period. | |
Dividends | Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cash payment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Voluntary Termination | If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. |
Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. |
Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited, unless your termination of employment was in connection with a Change in Control as provided below. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Retirement - I (2) | If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment had continued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applicable to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. |
Retirement - II (3) | If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment. |
Death/Disability | If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares will immediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
(2) “Retirement -I” provisions apply to recipients who were in a director level or higher position on May 5, 2017 and who received an LTIP award prior to 2017. (3) “Retirement - II” provisions apply to all other recipients. |
Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause, your voluntary termination, or Retirement) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your outstanding Performance Shares will vest and be settled in the same manner as for a “Termination other than for Cause” described above. |
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, Performance Shares will vest on the Vesting Date, and performance will be deemed to have been achieved at target, resulting in a payout percentage of 100%. Settlement will occur as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied by a payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of the Change in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later than March 15 of the year following completion of the Performance Period. Performance will be deemed to have been achieved at target and the payout percentage will be 100%. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by a payout percentage of 100%. |
Termination In Connection with a Change in Control | If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within two years following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of your employment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Shares through the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date but no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees (which in this case will be deemed to be at target, consistent with the “Change in Control” section, above). At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control. |
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Shares will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Shares determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. |
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. |
No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. |
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. |
(1) | Your “Retirement Category” will determine how “Retirement” is defined for purposes of this award of Performance Shares, and which Retirement provisions of the Agreement will apply to this award. |
• | “Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017. |
• | “Retirement -II” provisions apply to all other recipients. |
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Performance Shares | PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement (the “Performance Shares”). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP. |
Vesting of Performance Shares Settlement in Shares/ Performance Goals | As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, the Committee’s certification of the extent to which performance goals have been attained for this award, which certification will occur on or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the “Vesting Date”). Except as described below, all Performance Shares that have not vested will be cancelled upon termination of your employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the “payout percentage” determined as follows (except as set forth elsewhere in this Agreement), rounded to the nearest whole number. |
The Performance Shares have a safety performance goal and resulting safety payout percentage. Subject to rounding considerations, if performance is below threshold, the payout percentage will be 0%; if performance is at threshold, the payout percentage will be 25%; if performance is at target, the payout percentage will be 100%; and if performance is at or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between threshold and maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or target and maximum, as appropriate. At the end of 2020, the Serious Injuries and Fatalities (SIF) Effectiveness of Corrective Action measure will be measured as the total number of repeat employee SIF actual or potential injury or near hit events that occur during the three-year performance period including 2018, 2019, and 2020 (“Performance Period”). The measure will include any SIF actual events from any line of business and any SIF potential injury or near –hit events from Electric Operations, Gas Operations, and Generation. Threshold performance is 122 events, target performance is 111 events, and maximum performance is 101 events. The final payout percentage, if any, will be determined as soon as practicable following the date that the Committee or an equivalent body certifies the extent to which the performance goal has been attained, pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period. | |
Dividends | Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cash payment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Voluntary Termination | If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. |
Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. |
Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited, unless your termination of employment was in connection with a Change in Control as provided below. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Retirement - I (2) | If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment had continued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applicable to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. |
Retirement - II (3) | If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment. |
Death/Disability | If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares will immediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
(2) “Retirement -I” provisions apply to recipients who were in a director level or higher position on May 5, 2017 and who received an LTIP award prior to 2017. (3) “Retirement - II” provisions apply to all other receipients. |
Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause, your voluntary termination, or Retirement) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your outstanding Performance Shares will vest and be settled in the same manner as for a “Termination other than for Cause” described above. |
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, Performance Shares will vest on the Vesting Date, and performance will be deemed to have been achieved at target, resulting in a payout percentage of 100%. Settlement will occur as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied by a payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of the Change in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later than March 15 of the year following completion of the Performance Period. Performance will be deemed to have been achieved at target and the payout percentage will be 100%. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by a payout percentage of 100%. |
Termination In Connection with a Change in Control | If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within two years following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of your employment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Shares through the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date but no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees (which in this case will be deemed to be at target, consistent with the “Change in Control” section, above). At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control. |
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Shares will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Shares determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. |
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. |
No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. |
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. |
(1) | Your “Retirement Category” will determine how “Retirement” is defined for purposes of this award of Performance Shares, and which Retirement provisions of the Agreement will apply to this award. |
• | “Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017. |
• | “Retirement -II” provisions apply to all other recipients. |
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Performance Shares, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. The LTIP provides the Committee with discretion to adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Performance Shares | PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement (the “Performance Shares”). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP. |
Vesting of Performance Shares Settlement in Shares/ Performance Goals | As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, the Committee’s certification of the extent to which performance goals have been attained for this award, which certification will occur on or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the “Vesting Date”). Except as described below, all Performance Shares that have not vested will be cancelled upon termination of your employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the “rounded payout percentage” determined as follows (except as set forth elsewhere in this Agreement), rounded to the nearest whole number: |
Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the fifteen other companies in PG&E Corporation’s comparator group (2) for the prior three calendar years, consisting of 2018, 2019, and 2020 (the “Performance Period”). (3) Subject to rounding considerations, if PG&E Corporation’s TSR falls below the 25th percentile of the comparator group the payout percentage will be 0%; if PG&E Corporation’s TSR is at the 25th percentile, the payout percentage will be 25%; if PG&E Corporation’s TSR is at the 60th percentile, the payout percentage will be 100%; and if PG&E Corporation’s TSR is in the 90th percentile or higher, the payout percentage will be 200%. If PG&E Corporation’s TSR performance is between the 25th percentile and the target, or between the target and the 90th percentile, the rounded payout percentage is determined by straight-line interpolation between the performance percentile associated with each comparator rank and between the rounded payouts associated with each performance percentile (including the 25th, 60th, and 90th percentiles) as shown in above table, rounded to the nearest whole number. The following table sets forth the rounded payout percentages for the TSR rankings that could be achieved by companies within the comparator group: Number of Companies in Total (excluding PG&E Corporation) - 15 Performance Rounded Rank Percentile Payout 1 100% 200% 2 93% 200% Maximum 90% 200% 3 87% 189% 4 80% 167% 5 73% 144% 6 67% 122% 7 Target 60% 100% 8 53% 86% 9 47% 71% 10 40% 57% 11 33% 43% 12 27% 29% Threshhold 25% 25% 13 20% 0% 14 13% 0% 15 7% 0% The payout percentage, if any, will be determined as soon as practicable following the date that the Committee or an equivalent body certifies the extent to which performance goals have been attained, pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period. | |
(2) The current Performance Comparator Group consists of the following companies: Alliant Energy, Ameren Corporation, American Electric Power, CMS Energy, Consolidated Edison, Inc., DTE Energy, Duke Energy, Edison International, Inc., Eversource Energy, NiSource, Inc., Pinnacle West Capital, SCANA Corporation, Southern Company, WEC Energy Group, Inc., and Xcel Energy, Inc. PG&E Corporation reserves the right to change the companies comprising the comparator group and the resulting payout percentage table in accordance with the rules established by PG&E Corporation in connection with this award. (3) PG&E Corporation’s TSR performance is measured by the value of stock price appreciation and dividends paid and reinvested, relative to companies in the Performance Comparator Group. For these purposes, average share price will be measured by comparing the average per share closing price of PG&E Corporation common stock during the 20 trading days before the beginning and the end of the Performance Period. |
Dividends | Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cash payment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Voluntary Termination | If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. |
Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. |
Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited, unless your termination of employment was in connection with a Change in Control as provided below. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Retirement - I (4) | If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment had continued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the year following completion of the Performance Period based on the same payout percentage applicable to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. |
(4) “Retirement -I” provisions apply to recipients who were in a director level or higher position on May 5, 2017 and who received an LTIP award prior to 2017. |
Retirement - II (5) | If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment. |
Death/Disability | If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares will vest immediately and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause, your voluntary termination, or Retirement) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your outstanding Performance Shares will vest and be settled in the same manner as for a “Termination other than for Cause” described above. |
(5) “Retirement - II” provisions apply to all other recipients. |
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, TSR will be calculated by combining (a) the TSR of PG&E Corporation for the period from January 1 of the year of grant to the date of the Change in Control, and (b) the TSR of the Acquiror from the date of the Change in Control to the last day of the Performance Period. The number of shares, if any, you are entitled to receive upon settlement of the assumed, continued or substituted Performance Share award will be determined based on the rounded payout percentage reflected in the table set forth above for the highest percentile TSR performance met or exceeded when calculated on that basis, and considering any adjustments to the comparator group. Settlement will occur as soon as practicable after the Vesting Date and no later than March 15 of the year following completion of the Performance Period. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither so assumed nor so continued by the Acquiror and the Acquiror does not provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of the Change in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later than March 15 of the year following completion of the Performance Period. The payout percentage, if any, will be based on TSR for the period from January 1 of the year of grant to the date of the Change in Control compared to the TSR of the other companies in PG&E Corporation’s comparator group for the same period. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. |
Termination In Connection with a Change in Control | If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within two years following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of your employment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Shares through the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later than March 15 of the year following completion of the Performance Period, based on the same payout percentage applied to active employees (determined consistent with the method described above under “Change in Control”). At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control. |
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Shares will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Shares determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. |
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. |
No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. |
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. |
(1) | Your “Retirement Category” will determine how “Retirement” is defined for purposes of this award of Performance Shares, and which Retirement provisions of the Agreement will apply to this award. |
• | “Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017. |
• | “Retirement -II” provisions apply to all other recipients. |
The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. |
Vesting of Restricted Stock Units | As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). March 1, 2019 – one-third of the Restricted Stock Units March 2, 2020 – one-third of the Restricted Stock Units March 1, 2021 – one-third of the Restricted Stock Units The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. |
Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. |
Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstanding vested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but not later than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or (3) “separation from service,” within the meaning of Code Section 409A within 2 years following a Change in Control. |
Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination. |
Retirement - I (2) | In the event of your Retirement, unvested Restricted Stock Units will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement; provided, however that in the event of your Retirement within 2 years following a Change in Control, all of your Restricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such Retirement. Your termination of employment will be considered Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. |
Retirement - II (3) | In the event of your Retirement, any unvested Restricted Stock Units that would have vested within the 12 months following such Retirement had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement; provided, however, that in the event of your Retirement within 2 years following a Change in Control, those Restricted Stock Units that would have vested within 12 months following such Retirement will be vested and settled as soon as practicable after (but not later than 60 days after) the date of such Retirement. All other unvested Restricted Stock Units will be cancelled. Your termination of employment will be considered Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment. |
Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. |
Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement, any unvested Restricted Stock Units that would have vested within the 12 months following such termination had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units will be cancelled unless your termination of employment was in connection with a Change in Control as provided below. |
(2) “Retirement -I” provisions apply to recipients who were in a director level or higher position on May 5, 2017 and who received an LTIP award prior to 2017. (3) “Retirement - II” provisions apply to all other recipients. |
Death/Disability | In the event of your death or Disability (as defined in Code Section 409A) while you are employed, all of your Restricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occurs following the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability. |
Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause, your voluntary termination, or your Retirement) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. |
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal Vesting Schedule, subject to the earlier settlement provisions of this Agreement. |
Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (without regard to the requirement that you be employed) subject to the earlier settlement provisions of this Agreement. In the event of such a separation in connection with a Change in Control within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than sixty (60) days after) the date of such separation. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control. |
Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. |
Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. |
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. |
Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative. |
No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. |
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work internet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. |
(1) | Your “Retirement Category” will determine how “Retirement” is defined for purposes of this award of Performance Shares, and which Retirement provisions of the Agreement will apply to this award. |
• | “Retirement-I” provisions apply to awards granted to recipients who were in a director level or higher position on May 5, 2017 and who also received an LTIP award prior to 2017. |
• | “Retirement -II” provisions apply to all other recipients. |
The LTIP and Other Agreements | This Agreement and the above coversheet constitute the entire understanding between you and PG&E Corporation regarding the Options, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. |
Grant of Stock Options | PG&E Corporation grants you the number of Options shown on the cover sheet of this Agreement. The Options are subject to the terms and conditions of such cover sheet, this Agreement, and the LTIP. |
Term/Expiration | Options expire at the close of business ten years after the Date of Grant, after which time the Options cease to be exercisable (such period, the “Term”). The Options covered by this Agreement are not Incentive Stock Options. |
Option Exercise Price/Term/ Exercise | The exercise price per share of Stock is $41.26, which is the per share closing price of the Stock on the New York Stock Exchange on March 1, 2018. Vested Options may be exercised by paying the corresponding exercise price, to purchase an equivalent number of shares of Stock. To the extent permitted by law, if on the last day of the Term of the Options, the Fair Market Value of one share of Stock exceeds the per share exercise price, and the Participant has not exercised the Option, the Option, to the extent vested, shall be deemed to have been exercised by the Participant using the “Cashless Exercise” method described below to pay the aggregate exercise price and tax withholdings. |
Vesting of Stock Option | Subject to the Participant’s continued Service, the total number of Options originally subject to this Agreement, as shown on the cover sheet, will vest and become exercisable in accordance with the below vesting schedule (the “Normal Vesting Schedule”). March 1, 2019 – one-third of the Options March 2, 2020 – one-third of the Options March 1, 2021 – one-third of the Options As set forth below, Options also may vest and become exercisable upon the occurrence of certain events. |
Dividends | Options do not have tandem dividend equivalents and do not accrue dividend equivalents. |
Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Options will be cancelled on the date of termination. Vested Options may be exercised for up to thirty days after termination or until the remaining Term of the Options, whichever is shorter. |
Retirement - I (2) | In the event of your Retirement, unvested Options will continue to vest and become exercisable pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier vesting provisions of this Agreement; provided, however that in the event of your Retirement within 2 years following a Change in Control, all of your Options will vest immediately. Vested Options may be exercised for up to five years after Retirement or the remaining Term of the Options, whichever is shorter. Your termination of employment will be considered Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. |
Retirement - II (3) | In the event of your Retirement, any unvested Options that would have vested within the 12 months following such Retirement had your employment continued will continue to vest and become exercisable pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier vesting provisions of this Agreement. Vested Options may be exercised for up to five years after Retirement or the remaining Term of the Options, whichever is shorter. All other unvested Options will be cancelled. Your termination of employment will be considered Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment. |
Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all vested and unvested Options will be cancelled immediately. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, in no event will termination of your employment constitute Retirement if your employment is being or is terminated for cause. |
Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement, any unvested Options that would have vested within the 12 months following such termination had your employment continued will continue to vest and become exercisable pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier vesting provisions of this Agreement. All other unvested Options will be cancelled unless your termination of employment was in connection with a Change in Control as provided below. Vested Options may be exercised for up to one year after termination or the remaining Term of the Options, whichever is shorter. |
Death/Disability | If your employment terminates due to your death or Disability, all of your Options will vest immediately. Vested Options may be exercised within one year after the date of such death or Disability or the remaining Term of the Options, whichever is shorter. |
(2) “Retirement -I” provisions apply to recipients who were in a director level or higher position on May 5, 2017 and who received an LTIP award prior to 2017. (3) “Retirement - II” provisions apply to all other recipients. |
Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause, your voluntary termination, death, Disability, or your Retirement) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended (the “Code”), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your Options will vest and be exercisable in the same manner as for a “Termination other than for Cause” described above. |
Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Options subject to this Agreement. If the Options are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Options, all of your unvested Options will vest and be cancelled for fair value (as determined by the Committee in its sole discretion in good faith) which, if so determined by the Committee, will equal the excess, if any, of value of the consideration to be paid in the Change in Control transaction, directly or indirectly, to holders of the same number and class of shares of Stock subject to such unvested Options over the aggregate exercise price of such unvested Options. |
Termination In Connection with a Change in Control (if Acquiror assumes, continues, or substitutes the awards) | If your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Options (including Options that you would have otherwise forfeited after such termination) will vest on the date of the Change in Control. Vested Options may be exercised within one year after the Change in Control or the remaining Term of the Options, whichever is shorter. In the event your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) in connection with a Change in Control within two years following the Change in Control, your Options (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this award) will vest on the date of such termination. Vested Options may be exercised within one year after the termination or the remaining term of the Options, whichever is shorter. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control. |
Exercise of Options/Payment of Withholding Taxes | Vested Stock Options may be exercised using the following methods, subject to such terms and conditions as the Committee may impose, at the Participant’s election: o Cashless Exercise – Upon exercise, all shares are sold by a broker chosen by PG&E Corporation. The aggregate exercise price and required taxes are remitted to PG&E Corporation. The remaining proceeds, less broker fees, are delivered to the Participant. o Cash Exercise – To exercise, the Participant delivers the sum of the aggregate exercise price and taxes due by check made payable to PG&E Corporation or in such other manner prescribed by PG&E Corporation. The exercised shares are delivered to the Participant. o Stock Swap – Payment of the aggregate exercise price and tax withholding is made by tender to PG&E Corporation or attestation to the ownership of shares of PG&E Corporation common stock owned by the Participant having a Fair Market Value not less than the exercise price and taxes due. Notwithstanding the foregoing, such a stock swap would not be allowed to the extent that such tender or attestation would constitute a violation of any provisions of any law, regulation, or agreement restricting the redemption of PG&E Corporation’s stock, or would have unfavorable accounting consequences or any member of the Participating Company Group. In no event will shares of Stock be delivered pursuant to the exercise of the Options until the Participant has made arrangements acceptable to the Committee for the satisfaction of applicable withholding obligations, including income and employment tax withholding obligations. |
Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. |
Voting and Other Rights | You will not have voting rights with respect to the Options, unless you exercise Options and shares are issued to you . No Options and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Options may be exercised during the life of the Participant only by the Participant or the Participant’s guardian or legal representative. |
No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. |
Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). |
Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. |
(in millions) | Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||
Earnings: | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||
Net income | $ | 452 | $ | 1,691 | $ | 1,402 | $ | 862 | $ | 1,433 | $ | 866 | ||||||||||||
Income tax provision (benefit) | 48 | 427 | 70 | (19 | ) | 384 | 326 | |||||||||||||||||
Fixed charges | 366 | 1,572 | 1,417 | 1,260 | 1,176 | 971 | ||||||||||||||||||
Total earnings | $ | 866 | $ | 3,690 | $ | 2,889 | $ | 2,103 | $ | 2,993 | $ | 2,163 | ||||||||||||
Fixed charges: | ||||||||||||||||||||||||
Interest on short-term borrowings and long-term debt, net | $ | 353 | $ | 1,532 | $ | 1,363 | $ | 1,208 | $ | 1,125 | $ | 917 | ||||||||||||
Interest on capital leases | — | 2 | 3 | 4 | 6 | 7 | ||||||||||||||||||
AFUDC debt | 13 | 38 | 51 | 48 | 45 | 47 | ||||||||||||||||||
Total fixed charges | $ | 366 | $ | 1,572 | $ | 1,417 | $ | 1,260 | $ | 1,176 | $ | 971 | ||||||||||||
Ratios of earnings to fixed charges | 2.37 | 2.35 | 2.04 | 1.67 | 2.55 | 2.23 | ||||||||||||||||||
(in millions) | Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||
Earnings: | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||
Net income | $ | 452 | $ | 1,691 | $ | 1,402 | $ | 862 | $ | 1,433 | $ | 866 | ||||||||||||
Income tax provision (benefit) | 48 | 427 | 70 | (19 | ) | 384 | 326 | |||||||||||||||||
Fixed charges | 366 | 1,572 | 1,417 | 1,260 | 1,176 | 971 | ||||||||||||||||||
Total earnings | $ | 866 | $ | 3,690 | $ | 2,889 | $ | 2,103 | $ | 2,993 | $ | 2,163 | ||||||||||||
Fixed charges: | ||||||||||||||||||||||||
Interest on short-term borrowings and long-term debt, net | $ | 353 | $ | 1,532 | $ | 1,363 | $ | 1,208 | $ | 1,125 | $ | 917 | ||||||||||||
Interest on capital leases | — | 2 | 3 | 4 | 6 | 7 | ||||||||||||||||||
AFUDC debt | 13 | 38 | 51 | 48 | 45 | 47 | ||||||||||||||||||
Total fixed charges | $ | 366 | $ | 1,572 | $ | 1,417 | $ | 1,260 | $ | 1,176 | $ | 971 | ||||||||||||
Preferred stock dividends: | ||||||||||||||||||||||||
Tax deductible dividends | $ | — | $ | 9 | $ | 9 | $ | 9 | $ | 9 | $ | 9 | ||||||||||||
Pre-tax earnings required to cover non-tax deductible preferred stock dividend requirements | 3 | 7 | 5 | 5 | 6 | 7 | ||||||||||||||||||
Total preferred stock dividends | 3 | 16 | 14 | 14 | 15 | 16 | ||||||||||||||||||
Total combined fixed charges and preferred stock dividends | $ | 369 | $ | 1,588 | $ | 1,431 | $ | 1,274 | $ | 1,191 | $ | 987 | ||||||||||||
Ratios of earnings to combined fixed charges and preferred stock dividends | 2.35 | 2.32 | 2.02 | 1.65 | 2.51 | 2.19 | ||||||||||||||||||
(in millions) | Three Months Ended March 31, | Year Ended December 31, | ||||||||||||||||||||||
Earnings: | 2018 | 2017 | 2016 | 2015 | 2014 | 2013 | ||||||||||||||||||
Net income | $ | 445 | $ | 1,660 | $ | 1,407 | $ | 888 | $ | 1,450 | $ | 828 | ||||||||||||
Income tax provision (benefit) | 51 | 511 | 55 | (27 | ) | 345 | 268 | |||||||||||||||||
Fixed charges | 372 | 1,598 | 1,440 | 1,284 | 1,206 | 1,012 | ||||||||||||||||||
Pre-tax earnings required to cover the preferred stock dividend of consolidated subsidiaries | (3 | ) | (15 | ) | (14 | ) | (14 | ) | (15 | ) | (16 | ) | ||||||||||||
Total earnings | $ | 865 | $ | 3,754 | $ | 2,888 | $ | 2,131 | $ | 2,986 | $ | 2,092 | ||||||||||||
Fixed charges: | ||||||||||||||||||||||||
Interest on short-term borrowings and long-term debt, net | $ | 356 | $ | 1,543 | $ | 1,372 | $ | 1,218 | $ | 1,140 | $ | 942 | ||||||||||||
Interest on capital leases | — | 2 | 3 | 4 | 6 | 7 | ||||||||||||||||||
AFUDC debt | 13 | 38 | 51 | 48 | 45 | 47 | ||||||||||||||||||
Pre-tax earnings required to cover the preferred stock dividend of consolidated subsidiaries | 3 | 15 | 14 | 14 | 15 | 16 | ||||||||||||||||||
Total fixed charges | $ | 372 | $ | 1,598 | $ | 1,440 | $ | 1,284 | $ | 1,206 | $ | 1,012 | ||||||||||||
Ratios of earnings to fixed charges | 2.33 | 2.35 | 2.01 | 1.66 | 2.48 | 2.07 | ||||||||||||||||||
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 of PG&E Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2018 | /s/ GEISHA J. WILLIAMS |
Geisha J. Williams | |
Chief Executive Officer and President |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 of PG&E Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2018 | /s/ JASON P. WELLS |
Jason P. Wells | |
Senior Vice President and Chief Financial Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 of Pacific Gas and Electric Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2018 | /s/ NICKOLAS STAVROPOULOS |
Nickolas Stavropoulos | |
President and Chief Operating Officer |
1. | I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2018 of Pacific Gas and Electric Company; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a. | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
b. | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
c. | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
d. | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): |
a. | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and |
b. | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: May 3, 2018 | /s/ DAVID S. THOMASON |
David S. Thomason | |
Vice President, Chief Financial Officer and Controller |
(1) | the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation. |
/s/ GEISHA J. WILLIAMS | |
Geisha J. Williams | |
Chief Executive Officer and President |
(1) | the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of PG&E Corporation. |
/s/ JASON P. WELLS | |
Jason P. Wells | |
Senior Vice President and | |
Chief Financial Officer |
(1) | the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company. |
/s/ NICKOLAS STAVROPOULOS | |
Nickolas Stavropoulos | |
President and Chief Operating Officer |
(1) | the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
(2) | the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas and Electric Company. |
/s/ DAVID S. THOMASON | |
David S. Thomason | |
Vice President, Chief Financial Officer and Controller |
Document and Entity Information - shares |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Apr. 24, 2018 |
|
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PCG | |
Entity Registrant Name | PG&E CORP | |
Entity Central Index Key | 0001004980 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 516,427,502 | |
Pacific Gas & Electric Co | ||
Entity Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2018 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | PCG | |
Entity Registrant Name | PACIFIC GAS & ELECTRIC CO | |
Entity Central Index Key | 0000075488 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 264,374,809 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Net Income | $ 445 | $ 579 |
Other Comprehensive Income | ||
Pension and other post-retirement benefit plans obligations (net of taxes of $0 and $0, at respective dates) | 0 | 0 |
Total other comprehensive income (loss) | 0 | 0 |
Comprehensive Income | 445 | 579 |
Comprehensive income | 445 | |
Preferred stock dividend requirement of subsidiary | 3 | 3 |
Comprehensive Income Attributable to Common Shareholders | 442 | 576 |
Pacific Gas & Electric Co | ||
Net Income | 452 | 569 |
Other Comprehensive Income | ||
Pension and other post-retirement benefit plans obligations (net of taxes of $0 and $0, at respective dates) | 0 | 1 |
Total other comprehensive income (loss) | 0 | 1 |
Comprehensive income | $ 452 | $ 570 |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Pension and other postretirement benefit plans obligations tax | $ 0 | $ 0 |
Pacific Gas & Electric Co | ||
Pension and other postretirement benefit plans obligations tax | $ 0 | $ 0 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Allowance for doubtful accounts | $ 59 | $ 64 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares outstanding (in shares) | 516,003,957 | 514,755,845 |
Pacific Gas & Electric Co | ||
Allowance for doubtful accounts | $ 59 | $ 64 |
Common stock, par value (in dollars per share) | $ 5 | $ 5 |
Common stock, shares authorized (in shares) | 800,000,000 | 800,000,000 |
Common stock, shares outstanding (in shares) | 264,374,809 | 264,374,809 |
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Discount on net issuances of commercial paper | $ 0 | $ 2 |
Premium, discount, and issuance costs on proceeds from long-term debt | 0 | 10 |
Pacific Gas & Electric Co | ||
Discount on net issuances of commercial paper | 0 | 2 |
Premium, discount, and issuance costs on proceeds from long-term debt | $ 0 | $ 10 |
ORGANIZATION AND BASIS OF PRESENTATION |
3 Months Ended |
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Mar. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BASIS OF PRESENTATION | ORGANIZATION AND BASIS OF PRESENTATION PG&E Corporation is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility serving northern and central California. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility is primarily regulated by the CPUC and the FERC. In addition, the NRC oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities. This quarterly report on Form 10-Q is a combined report of PG&E Corporation and the Utility. PG&E Corporation’s Condensed Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries. The Utility’s Condensed Consolidated Financial Statements include the accounts of the Utility and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated in consolidation. The Notes to the Condensed Consolidated Financial Statements apply to both PG&E Corporation and the Utility. PG&E Corporation and the Utility assess financial performance and allocate resources on a consolidated basis (i.e., the companies operate in one segment). The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP and in accordance with the interim period reporting requirements of Form 10-Q and reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2017 in the Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets in Item 8 of the 2017 Form 10-K. This quarterly report should be read in conjunction with the 2017 Form 10-K. The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Some of the more significant estimates and assumptions relate to the Utility’s regulatory assets and liabilities, legal and regulatory contingencies, insurance recoveries, environmental remediation liabilities, AROs, and pension and other post-retirement benefit plans obligations. Management believes that its estimates and assumptions reflected in the Condensed Consolidated Financial Statements are appropriate and reasonable. A change in management’s estimates or assumptions could result in an adjustment that would have a material impact on PG&E Corporation’s and the Utility’s financial condition and results of operations during the period in which such change occurred. Beginning on October 8, 2017, multiple wildfires spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Del Norte, Lake, Nevada, and Yuba Counties, as well as in the area surrounding Yuba City (the “Northern California wildfires”). According to the Cal Fire California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in Northern California that, in total, burned over 245,000 acres and destroyed an estimated 8,900 structures. The wildfires also resulted in 44 fatalities. The Northern California wildfires are under investigation by Cal Fire and the CPUC, including the possible role of the Utility’s power lines and other facilities. The Utility expects that Cal Fire will issue a report or reports stating its conclusions as to the sources of ignition of the fires and the ways that they progressed. Further, the CPUC's SED is conducting investigations to assess the compliance of electric and communication companies' facilities with applicable rules and regulations in fire-impacted areas. See "Northern California Wildfires" in Note 9 below. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES For a summary of the significant accounting policies used by PG&E Corporation and the Utility, see Note 2 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Variable Interest Entities A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any characteristics of a controlling financial interest. An enterprise that has a controlling financial interest in a VIE is a primary beneficiary and is required to consolidate the VIE. Some of the counterparties to the Utility’s power purchase agreements are considered VIEs. Each of these VIEs was designed to own a power plant that would generate electricity for sale to the Utility. To determine whether the Utility has a controlling interest or was the primary beneficiary of any of these VIEs at March 31, 2018, the Utility assessed whether it absorbs any of the VIE’s expected losses or receives any portion of the VIE’s expected residual returns under the terms of the power purchase agreement, analyzed the variability in the VIE’s gross margin, and considered whether it had any decision-making rights associated with the activities that are most significant to the VIE’s performance, such as dispatch rights and operating and maintenance activities. The Utility’s financial obligation is limited to the amount the Utility pays for delivered electricity and capacity. The Utility did not have any decision-making rights associated with any of the activities that are most significant to the economic performance of any of these VIEs. Since the Utility was not the primary beneficiary of any of these VIEs at March 31, 2018, it did not consolidate any of them. Pension and Other Post-Retirement Benefits PG&E Corporation and the Utility sponsor a non-contributory defined benefit pension plan and cash balance plan. Both plans are included in “Pension Benefits” below. Post-retirement medical and life insurance plans are included in “Other Benefits” below. The net periodic benefit costs reflected in PG&E Corporation’s Condensed Consolidated Financial Statements for the three months ended March 31, 2018 and 2017 were as follows:
(1) The Utility recorded these amounts to a regulatory account since they are probable of recovery from, or refund to, customers in future rates. Non-service costs are reflected in Other income, net on the Condensed Consolidated Statements of Income. There was no material difference between PG&E Corporation and the Utility for the information disclosed above. Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (Loss) The changes, net of income tax, in PG&E Corporation’s accumulated other comprehensive income (loss) are summarized below:
(1) These components are included in the computation of net periodic pension and other post-retirement benefit costs. (See the “Pension and Other Post-Retirement Benefits” table above for additional details.)
(1) These components are included in the computation of net periodic pension and other post-retirement benefit costs. (See the “Pension and Other Post-Retirement Benefits” table above for additional details.) There was no material difference between PG&E Corporation and the Utility for the information disclosed above. Recently Adopted Accounting Standards Revenue Recognition Standard In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which amends the previous revenue recognition guidance. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across entities, industries, jurisdictions, and capital markets and to provide more useful information to users of financial statements through improved and expanded disclosure requirements. PG&E Corporation and the Utility applied the requirements using the modified retrospective method when the ASU became effective on January 1, 2018. The adoption of this guidance did not have a material impact on the Condensed Consolidated Financial Statements as of the adoption date or for the three months ended March 31, 2018. A majority of the Utility's revenue from contracts with customers continues to be recognized on a monthly basis based on applicable tariffs and customers' monthly consumption. Such revenue is recognized using the invoice practical expedient which allows an entity to recognize revenue in the amount that directly corresponds to the value transferred to the customer. Revenue from Contracts with Customers The Utility recognizes revenues when electricity and natural gas services are delivered. The Utility records unbilled revenues for the estimated amount of energy delivered to customers but not yet billed at the end of the period. Unbilled revenues are included in accounts receivable on the Condensed Consolidated Balance Sheets. Rates charged to customers are based on CPUC and FERC authorized revenue requirements. Revenues can vary significantly from period to period as a result of seasonality, weather, and customer usage patterns. The FERC authorizes the Utility’s revenue requirements in periodic (often annual) TO rate cases. The Utility’s ability to recover revenue requirements authorized by the FERC is dependent on the volume of the Utility’s electricity sales, and revenue is recognized only for amounts billed and unbilled, net of revenues subject to refund. Regulatory Balancing Account Revenue The CPUC authorizes most of the Utility’s revenues in the Utility’s GRC and its GT&S rate cases, which generally occur every three or four years. The Utility’s ability to recover revenue requirements authorized by the CPUC in these rate cases is independent, or “decoupled” from the volume of the Utility’s sales of electricity and natural gas services. The Utility recognizes revenues that have been authorized for rate recovery, are objectively determinable and probable of recovery, and are expected to be collected within 24 months. Generally, electric and natural gas operating revenue is recognized ratably over the year. The Utility records a balancing account asset or liability for differences between customer billings and authorized revenue requirements that are probable of recovery or refund. The CPUC also has authorized the Utility to collect additional revenue requirements to recover costs that the Utility has been authorized to pass on to customers, including costs to purchase electricity and natural gas, and to fund public purpose, demand response, and customer energy efficiency programs. In general, the revenue recognition criteria for pass-through costs billed to customers are met at the time the costs are incurred. The Utility records a regulatory balancing account asset or liability for differences between incurred costs and customer billings or authorized revenue meant to recover those costs, to the extent that these differences are probable of recovery or refund. As a result, these differences have no impact on net income. The following table presents the Utility's revenues disaggregated by type of customer:
(1) This activity is primarily related to the change in unbilled revenue, partially offset by other miscellaneous revenue items. (2) These amounts represent revenues authorized to be billed or refunded to customers. Presentation of Net Periodic Pension and Post-Retirement Benefit Costs In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715), which amends the guidance relating to the presentation of net periodic pension cost and net periodic other post-retirement benefit costs. PG&E Corporation and the Utility applied the requirements when the ASU became effective on January 1, 2018. On a retrospective basis, the amendment requires an employer to separate the service cost component from the other components of net benefit cost and provides explicit guidance on how to present the service cost component and other components in the income statement. As a result, the Condensed Consolidated Statements of Income for PG&E Corporation and the Utility were restated. This change resulted in increases to Operating and maintenance expenses and Other income, net, of $13 million and $14 million for PG&E Corporation and the Utility, respectively, for the three months ended March 31, 2017. On a prospective basis, the ASU limits the component of net benefit cost eligible to be capitalized to service costs. The FERC has allowed and the Utility has made a one-time election to adopt the new FASB guidance for regulatory filing purposes. In January 2018, the CPUC approved modifications to the Utility’s calculation for pension-related revenue requirements to allow for capitalization of only the service cost component determined by a plan’s actuaries. The capitalization of service costs only will result in higher rate base and will lead to a reduction in the Utility's 2018 revenues. The changes in capitalization of retirement benefits did not have a material impact on PG&E Corporation’s and the Utility’s Condensed Consolidated Financial Statements. Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance relating to the recognition, measurement, presentation, and disclosure of financial instruments. The amendments require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income. The majority of PG&E Corporation’s and the Utility’s investments are held in the nuclear decommissioning trusts and gains or losses are refundable or recoverable, respectively, from customers through rates. The ASU became effective for PG&E Corporation and the Utility on January 1, 2018 and did not have a material impact on the Condensed Consolidated Financial Statements and related disclosures. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. When amounts are reclassified from accumulated other comprehensive income to the Condensed Consolidated Statement of Income, PG&E Corporation and the Utility recognize the related income tax expense at the tax rate in effect at that time. The ASU is effective for PG&E Corporation and the Utility on January 1, 2019, and early adoption is permitted. PG&E Corporation and the Utility early adopted this ASU on January 1, 2018, resulting in an immaterial reclassification. Accounting Standards Issued But Not Yet Adopted Recognition of Lease Assets and Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which amends the guidance relating to the definition of a lease, recognition of lease assets and lease liabilities on the balance sheet, and the disclosure of key information about leasing arrangements. In November, 2017, the FASB tentatively decided to amend the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. Under the new standard, all lessees must recognize an asset and liability on the balance sheet. Operating leases were previously not recognized on the balance sheet. The ASU will be effective for PG&E Corporation and the Utility on January 1, 2019, with early adoption permitted. PG&E Corporation and the Utility plan to adopt this guidance in the first quarter of 2019. PG&E Corporation and the Utility expect this standard to increase lease assets and lease liabilities on the Condensed Consolidated Balance Sheets and do not expect the guidance will have a material impact on the Condensed Consolidated Statements of Income, Statements of Cash Flows and related disclosures. |
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS |
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Regulated Operations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS | REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS Regulatory Assets and Liabilities Current Regulatory Assets At March 31, 2018 and December 31, 2017, the Utility had current regulatory assets of $646 million and $615 million, which included $444 million and $426 million, respectively, of costs related to CEMA fire prevention and vegetation management. Long-Term Regulatory Assets Long-term regulatory assets are comprised of the following:
Long-Term Regulatory Liabilities Long-term regulatory liabilities are comprised of the following:
For more information, see Note 3 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Regulatory Balancing Accounts Current regulatory balancing accounts receivable and payable are comprised of the following:
For more information, see Note 3 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. |
DEBT |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
DEBT | DEBT Revolving Credit Facilities and Commercial Paper Program The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings under their revolving credit facilities and commercial paper programs at March 31, 2018:
(1) Includes a $50 million lender commitment to the letter of credit sublimit and a $100 million commitment for swingline loans defined as loans that are made available on a same-day basis and are repayable in full within 7 days. (2) Includes a $500 million lender commitment to the letter of credit sublimit and a $75 million commitment for swingline loans. Other Short-term Borrowings In February 2018, the Utility’s $250 million floating rate unsecured term loan, issued in February 2017, matured and was repaid. Additionally, in February 2018, the Utility entered into a $250 million floating rate unsecured term loan that will mature on February 22, 2019. The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper. Long-term Debt Issuances and Redemptions In January 2018, the Utility sent a notice of redemption to redeem all $400 million aggregate principal amount of the 8.25% Senior Notes due October 15, 2018. On January 31, 2018, the Utility deposited with the trustee funds sufficient to effect the early redemption of these bonds and satisfy and discharge its remaining obligation of $400 million on February 18, 2018. In April 2018, PG&E Corporation entered into a $350 million floating rate unsecured term loan. The term loan matures on April 16, 2020, unless extended by PG&E Corporation pursuant to the terms of the term loan agreement. The proceeds were used for general corporate purposes, including the early redemption of PG&E Corporation's outstanding $350 million principal amount of 2.40% Senior Notes due March 1, 2019. On April 16, 2018, PG&E Corporation issued a notice of early redemption of these bonds, with a redemption date of April 26, 2018. Variable Rate Interest At March 31, 2018, the interest rates on the $614 million principal amount of pollution control bonds Series 1996 C, E, F, and 1997 B and the related loan agreements ranged from 1.52% to 1.65%. At March 31, 2018, the interest rates on the $149 million principal amount of pollution control bonds Series 2009 A and B, and the related loan agreements, were 1.60%. |
EQUITY |
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Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY | EQUITY PG&E Corporation’s and the Utility’s changes in equity for the three months ended March 31, 2018 were as follows:
There were no issuances under the PG&E Corporation February 2017 equity distribution agreement for the three months ended March 31, 2018. As of March 31, 2018, the remaining gross sales available under this agreement were $246.3 million. PG&E Corporation issued common stock under the PG&E Corporation 401(k) plan and share-based compensation plans. During the three months ended March 31, 2018, 1.2 million shares were issued for cash proceeds of $35.1 million under these plans. |
EARNINGS PER SHARE |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EARNINGS PER SHARE | EARNINGS PER SHARE PG&E Corporation’s basic EPS is calculated by dividing the income available for common shareholders by the weighted average number of common shares outstanding. PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding share-based compensation in the calculation of diluted EPS. The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average common shares outstanding for calculating diluted EPS:
For each of the periods presented above, the calculation of outstanding common shares on a diluted basis excluded an insignificant amount of options and securities that were antidilutive. |
DERIVATIVES |
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DERIVATIVES | DERIVATIVES Use of Derivative Instruments The Utility is exposed to commodity price risk as a result of its electricity and natural gas procurement activities. Procurement costs are recovered through customer rates. The Utility uses both derivative and non-derivative contracts to manage volatility in customer rates due to fluctuating commodity prices. Derivatives include contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. Derivatives are presented in the Utility’s Condensed Consolidated Balance Sheets recorded at fair value and on a net basis in accordance with master netting arrangements for each counterparty. The fair value of derivative instruments is further offset by cash collateral paid or received where the right of offset and the intention to offset exist. Price risk management activities that meet the definition of derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets. These instruments are not held for speculative purposes and are subject to certain regulatory requirements. The Utility expects to fully recover in rates all costs related to derivatives under the applicable ratemaking mechanism in place as long as the Utility’s price risk management activities are carried out in accordance with CPUC directives. Therefore, all unrealized gains and losses associated with the change in fair value of these derivatives are deferred and recorded within the Utility’s regulatory assets and liabilities on the Condensed Consolidated Balance Sheets. Net realized gains or losses on commodity derivatives are recorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from or refund to customers. The Utility elects the normal purchase and sale exception for eligible derivatives. Eligible derivatives are those that require physical delivery in quantities that are expected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the commodity delivered. These items are not reflected in the Condensed Consolidated Balance Sheets at fair value. Eligible derivatives are accounted for under the accrual method of accounting. Volume of Derivative Activity The volumes of the Utility’s outstanding derivatives were as follows:
(1) Amounts shown are for the combined positions of the electric fuels and core gas supply portfolios. (2) Million British Thermal Units. (3) CRRs are financial instruments that enable the holders to manage variability in electric energy congestion charges due to transmission grid limitations. Presentation of Derivative Instruments in the Financial Statements At March 31, 2018, the Utility’s outstanding derivative balances were as follows:
At December 31, 2017, the Utility’s outstanding derivative balances were as follows:
Gains and losses associated with price risk management activities were recorded as follows:
(1) Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory liabilities or assets, respectively, rather than being recorded to the Condensed Consolidated Statements of Income. These amounts exclude the impact of cash collateral postings. (2) These amounts are fully passed through to customers in rates. Accordingly, net income was not impacted by realized amounts on these instruments. Cash inflows and outflows associated with derivatives are included in operating cash flows on the Utility’s Condensed Consolidated Statements of Cash Flows. The majority of the Utility’s derivatives contain collateral posting provisions tied to the Utility’s credit rating from each of the major credit rating agencies. At March 31, 2018, the Utility’s credit rating was investment grade. If the Utility’s credit rating were to fall below investment grade, the Utility would be required to post additional cash immediately to fully collateralize some of its net liability derivative positions. The additional cash collateral that the Utility would be required to post if the credit risk-related contingency features were triggered was as follows:
(1) This calculation excludes the impact of closed but unpaid positions, as their settlement is not impacted by any of the Utility’s credit risk-related contingencies |
FAIR VALUE MEASUREMENTS |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
FAIR VALUE MEASUREMENTS | FAIR VALUE MEASUREMENTS PG&E Corporation and the Utility measure their cash equivalents, trust assets, and price risk management instruments at fair value. A three-tier fair value hierarchy is established that prioritizes the inputs to valuation methodologies used to measure fair value:
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities measured at fair value on a recurring basis for PG&E Corporation and the Utility are summarized below. Assets held in rabbi trusts are held by PG&E Corporation and not the Utility.
(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral. (2) Represents amount before deducting $440 million, primarily related to deferred taxes on appreciation of investment value.
(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral. (2) Represents amount before deducting $440 million, primarily related to deferred taxes on appreciation of investment value. Valuation Techniques The following describes the valuation techniques used to measure the fair value of the assets and liabilities shown in the tables above. There are no restrictions on the terms and conditions upon which the investments may be redeemed. Transfers between levels in the fair value hierarchy are recognized as of the end of the reporting period. There were no material transfers between any levels for the three months ended March 31, 2018 and 2017. Trust Assets Assets Measured at Fair Value In general, investments held in the trusts are exposed to various risks, such as interest rate, credit, and market volatility risks. Nuclear decommissioning trust assets and other trust assets are composed primarily of equity and fixed-income securities and also include short-term investments that are money market funds valued at Level 1. Global equity securities primarily include investments in common stock that are valued based on quoted prices in active markets and are classified as Level 1. Fixed-income securities are primarily composed of U.S. government and agency securities, municipal securities, and other fixed-income securities, including corporate debt securities. U.S. government and agency securities primarily consist of U.S. Treasury securities that are classified as Level 1 because the fair value is determined by observable market prices in active markets. A market approach is generally used to estimate the fair value of fixed-income securities classified as Level 2 using evaluated pricing data such as broker quotes, for similar securities adjusted for observable differences. Significant inputs used in the valuation model generally include benchmark yield curves and issuer spreads. The external credit ratings, coupon rate, and maturity of each security are considered in the valuation model, as applicable. Assets Measured at NAV Using Practical Expedient Investments in the nuclear decommissioning trusts and the long-term disability trust that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy tables above. The fair value amounts are included in the tables above in order to reconcile to the amounts presented in the Condensed Consolidated Balance Sheets. These investments include commingled funds that are composed of equity securities traded publicly on exchanges as well as fixed-income securities that are composed primarily of U.S. government securities and asset-backed securities. Price Risk Management Instruments Price risk management instruments include physical and financial derivative contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. Power purchase agreements, forwards, and swaps are valued using a discounted cash flow model. Exchange-traded futures that are valued using observable market forward prices for the underlying commodity are classified as Level 1. Over-the-counter forwards and swaps that are identical to exchange-traded futures, or are valued using forward prices from broker quotes that are corroborated with market data are classified as Level 2. Exchange-traded options are valued using observable market data and market-corroborated data and are classified as Level 2. Long-dated power purchase agreements that are valued using significant unobservable data are classified as Level 3. These Level 3 contracts are valued using either estimated basis adjustments from liquid trading points or techniques, including extrapolation from observable prices, when a contract term extends beyond a period for which market data is available. Market and credit risk management utilizes models to derive pricing inputs for the valuation of the Utility’s Level 3 instruments using pricing inputs from brokers and historical data. The Utility holds CRRs to hedge the financial risk of CAISO-imposed congestion charges in the day-ahead market. Limited market data is available in the CAISO auction and between auction dates; therefore, the Utility utilizes historical prices to forecast forward prices. CRRs are classified as Level 3. Level 3 Measurements and Sensitivity Analysis The Utility’s market and credit risk management function, which reports to PG&E Corporation’s Chief Financial Officer, is responsible for determining the fair value of the Utility’s price risk management derivatives. The Utility’s finance and risk management functions collaborate to determine the appropriate fair value methodologies and classification for each derivative. Inputs used and the fair value of Level 3 instruments are reviewed period-over-period and compared with market conditions to determine reasonableness. Significant increases or decreases in any of those inputs would result in a significantly higher or lower fair value, respectively. All reasonable costs related to Level 3 instruments are expected to be recoverable through customer rates; therefore, there is no impact to net income resulting from changes in the fair value of these instruments. (See Note 7 above.)
(1) Represents price per megawatt-hour
(1) Represents price per megawatt-hour Level 3 Reconciliation The following table presents the reconciliation for Level 3 price risk management instruments for the three months ended March 31, 2018 and 2017:
(1) The costs related to price risk management activities are fully passed through to customers in rates. Accordingly, unrealized gains and losses are deferred in regulatory liabilities and assets and net income is not impacted. Financial Instruments PG&E Corporation and the Utility use the following methods and assumptions in estimating fair value for financial instruments: the fair values of cash, net accounts receivable, short-term borrowings, accounts payable, customer deposits, and the Utility’s variable rate pollution control bond loan agreements approximate their carrying values at March 31, 2018 and December 31, 2017, as they are short-term in nature or have interest rates that reset daily. The carrying amount and fair value of PG&E Corporation’s and the Utility’s debt instruments were as follows (the table below excludes financial instruments with carrying values that approximate their fair values):
Nuclear Decommissioning Trust Investments The following table provides a summary of equity securities and available-for-sale debt securities:
(1) Represents amounts before deducting $440 million for the periods ended March 31, 2018 and December 31, 2017, primarily related to deferred taxes on appreciation of investment value. The fair value of fixed-income securities by contractual maturity is as follows:
The following table provides a summary of activity for fixed income and equity securities:
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CONTINGENCIES AND COMMITMENTS | CONTINGENCIES AND COMMITMENTS PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to enforcement and litigation matters and environmental remediation. A provision for a loss contingency is recorded when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Utility also has substantial financial commitments in connection with agreements entered into to support its operating activities. PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows may be materially affected by the outcome of the following matters. Enforcement and Litigation Matters Northern California Wildfires Beginning on October 8, 2017, multiple wildfires spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Del Norte, Lake, Nevada, and Yuba Counties, as well as in the area surrounding Yuba City. According to the Cal Fire California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in Northern California that, in total, burned over 245,000 acres and destroyed an estimated 8,900 structures. The wildfires also resulted in 44 fatalities. The Utility incurred costs of $259 million for service restoration and repair to the Utility’s facilities (including $108 million in capital expenditures) through March 31, 2018, in connection with these fires. While the Utility believes that such costs are recoverable through CEMA, its CEMA requests are subject to CPUC approval. The Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected if the Utility is unable to recover such costs. The Northern California wildfires are under investigation by Cal Fire and the CPUC, including the possible role of the Utility’s power lines and other facilities. The Utility expects that Cal Fire will issue a report or reports stating its conclusions as to the sources of ignition of the fires and the ways that they progressed. Further, the CPUC’s SED is conducting investigations to assess the compliance of electric and communication companies’ facilities with applicable rules and regulations in fire-impacted areas. According to information made available by the CPUC, investigation topics include, but are not limited to, maintenance of facilities, vegetation management, and emergency preparedness and response. Various other entities, including fire departments, may also be investigating certain of the fires. (For example, on February 3, 2018, it was reported that investigators with the Santa Rosa Fire Department had completed their investigation of two small fires that reportedly destroyed two homes and damaged one outbuilding and had concluded that the Utility’s facilities, along with high wind and other factors, contributed to those fires.) It is uncertain when the investigations will be complete and whether Cal Fire will release any preliminary findings before its investigations are complete. As of April 30, 2018, the Utility had submitted 23 electric incident reports to the CPUC associated with the Northern California wildfires where Cal Fire or the Utility has identified a site as potentially involving the Utility’s facilities in its investigation and the property damage associated with each incident exceeded $50,000. The information contained in these reports is factual and preliminary, and does not reflect a determination of the causes of the fires. The investigations into the fires are ongoing. If the Utility’s facilities, such as its electric distribution and transmission lines, are determined to be the substantial cause of one or more fires, and the doctrine of inverse condemnation applies, the Utility could be liable for property damage, business interruption, interest, and attorneys’ fees without having been found negligent, which liability, in the aggregate, could be substantial and have a material adverse effect on PG&E Corporation and the Utility. California courts have imposed liability under the doctrine of inverse condemnation in legal actions brought by property holders against utilities on the grounds that losses borne by the person whose property was damaged through a public use undertaking should be spread across the community that benefited from such undertaking and based on the assumption that utilities have the ability to recover these costs from their customers. Further, courts could determine that the doctrine of inverse condemnation applies even in the absence of an open CPUC proceeding for cost recovery, or before a potential cost recovery decision is issued by the CPUC. There is no guarantee that the CPUC would authorize cost recovery even if a court decision were to determine that the doctrine of inverse condemnation applies. In addition to such claims for property damage, business interruption, interest and attorneys’ fees, the Utility could be liable for fire suppression costs, evacuation costs, medical expenses, personal injury damages, and other damages under other theories of liability, including if the Utility were found to have been negligent, which liability, in the aggregate, could be substantial and have a material adverse effect on PG&E Corporation and the Utility. Further, the Utility could be subject to material fines or penalties if the CPUC or any other law enforcement agency brought an enforcement action and determined that the Utility failed to comply with applicable laws and regulations. Given the incomplete investigations and the uncertainty as to the causes of the fires, PG&E Corporation and the Utility do not believe a loss is probable at this time. However, it is reasonably possible that facts could emerge through the course of the various investigations that lead PG&E Corporation and the Utility to believe that a loss is probable, resulting in an accrued liability in the future, the amount of which could be substantial. PG&E Corporation and the Utility currently are unable to reasonably estimate the amount of potential losses (or range of amounts) that they could incur given the preliminary stages of the investigations and the uncertainty regarding the extent and magnitude of potential damages. On January 31, 2018, the California Department of Insurance issued a press release announcing an update on property losses in connection with the October and December wildfires in California, stating that, as of such date, “insurers have received nearly 45,000 insurance claims totaling more than $11.79 billion in losses,” of which approximately $10 billion relates to statewide claims from the October 2017 wildfires. The remaining amount relates to claims from the Southern California December 2017 wildfires. According to the California Department of Insurance, as of the date of the press release, more than 21,000 homes, 3,200 businesses, and more than 6,100 vehicles, watercraft, farm vehicles, and other equipment were damaged or destroyed by the October 2017 wildfires. PG&E Corporation and the Utility have not independently verified these estimates. The California Department of Insurance did not state in its press release whether it intends to provide updated estimates of losses in the future. If the Utility’s facilities are determined to be the cause of one or more of the Northern California wildfires, PG&E Corporation and the Utility could be liable for the related property losses and other damages. The California Department of Insurance January 31, 2018 press release reflects insured property losses only. The press release does not account for uninsured losses, interest, attorneys’ fees, fire suppression costs, evacuation costs, medical expenses, personal injury and wrongful death damages or other costs. If the Utility were to be found liable for certain or all of such other costs and expenses, the amount of PG&E Corporation’s and the Utility’s liability could be higher than the approximately $10 billion in estimated insured property losses with respect to the wildfires that occurred in October 2017, depending on the extent of the damage in connection with such fire or fires. As a result, PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected. As of May 1, 2018, PG&E Corporation and the Utility are aware of more than 150 lawsuits representing approximately 2,500 plaintiffs, 6 of which seek to be certified as class actions, that have been filed against PG&E Corporation and the Utility in the Sonoma, Napa and San Francisco Counties Superior Courts. The lawsuits allege, among other things, negligence, inverse condemnation, trespass, and private nuisance. They principally assert that PG&E Corporation’s and the Utility’s alleged failure to maintain and repair their distribution and transmission lines and failure to properly maintain the vegetation surrounding such lines were the causes of the fires. The plaintiffs seek damages that include wrongful death, personal injury, property damage, evacuation costs, medical expenses, punitive damages, attorneys’ fees, and other damages. In addition, insurance carriers who have made payments to their insureds for property damage arising out of the fires have filed 8 subrogation complaints in the San Francisco County Superior Court. These complaints allege, among other things, negligence, inverse condemnation, trespass and nuisance. The allegations are similar to the ones made by individual plaintiffs. Various government entities, including Mendocino, Napa and Sonoma Counties, have also asserted claims against PG&E Corporation and the Utility in the San Francisco County Superior Court based on the damages that these public entities allegedly suffered as a result of the fires. Such alleged damages include, among other things, loss of natural resources, loss of public parks, property damages and fire suppression costs. The causes of action and allegations are similar to the ones made by individual plaintiffs and the insurance carriers. On April 16, 2018, PG&E Corporation and the Utility submitted notices of claims against, among other government entities, Mendocino, Napa and Sonoma Counties, reserving their rights to pursue claims against these entities for contribution and equitable indemnity stemming from these entities’ actions and inactions before and during the Northern California wildfires. On October 31, 2017, a group of plaintiffs submitted a petition for coordination to the Chair of the Judicial Council of California and requested coordination of the litigation in the San Francisco Superior Court. On November 9, 2017, PG&E Corporation and the Utility submitted a petition for coordination to the Chair of the Judicial Council of California, and requested separate coordination in the counties in which the fires occurred. On January 4, 2018, the coordination motion judge of the San Francisco Superior Court entered an order granting coordination of the litigation in connection with the Northern California wildfires and recommending that the coordinated proceeding take place in the San Francisco Superior Court. On January 12, 2018, the Judicial Council of California accepted the coordination motion judge’s recommendation and assigned the coordinated proceeding to San Francisco. The first case management conference took place on February 27, 2018. The individual plaintiffs, subrogation insurance carriers and certain government entities filed Master Complaints on March 12, 2018, and PG&E Corporation and the Utility filed Master Answers to those Master Complaints on March 16, 2018. PG&E Corporation and the Utility also filed on March 16, 2018, a legal challenge to the inverse condemnation causes of action in the Master Complaints. The court set a hearing on that challenge for May 18, 2018. The next case management conference will be scheduled at the May 18, 2018 hearing. In addition, two derivative lawsuits for breach of fiduciary duties and unjust enrichment were filed in the San Francisco County Superior Court on November 16, 2017 and November 20, 2017, respectively. The first lawsuit is filed against the members of the Board of Directors and certain officers of PG&E Corporation. PG&E Corporation is identified as a nominal defendant in that action. The second lawsuit is filed against the members of the Board of Directors, certain former members of the Board of Directors, and certain officers of both PG&E Corporation and the Utility. PG&E Corporation and the Utility are identified as nominal defendants in that action. On February 14, 2018, the Court consolidated the two lawsuits, and, on April 13, 2018, the plaintiffs filed a consolidated complaint. After the parties reached an agreement regarding a stay of the derivative proceeding pending resolution of the tort actions described above and any regulatory proceeding relating to the Northern California wildfires, on April 24, 2018, the Court entered a stipulation and order to stay. The stay is subject to certain conditions regarding discovery. PG&E Corporation and the Utility expect to be the subject of additional lawsuits in connection with the Northern California wildfires. The wildfire litigation could take a number of years to be resolved because of the complexity of the matters, including the ongoing investigation into the causes of the fires and the growing number of parties and claims involved. The Utility has liability insurance from various insurers, which provides coverage for third-party liability attributable to the Northern California wildfires in an aggregate amount of approximately $840 million, subject to an initial self-insured retention of $10 million per occurrence and further retentions of approximately $40 million per occurrence. In addition, coverage limits within the Utility's wildfire insurance policies could result in further material self-insured costs in the event each fire were deemed to be a separate occurrence under the terms of the insurance policies. If the Utility were to be found liable for one or more fires, the Utility's insurance could be insufficient to cover that liability, depending on the extent of the damage in connection with such fire or fires. Following the Northern California wildfires, PG&E Corporation reinstated its liability insurance in the amount of approximately $630 million for any potential future event. In addition, it could take a number of years before the Utility’s final liability is known. The Utility may be unable to recover costs in excess of insurance through regulatory mechanisms and, even if such recovery is possible, it could take a number of years to resolve and a number of years thereafter to collect. PG&E Corporation and the Utility have considered certain actions that might be taken to attempt to address liquidity needs of the business in such circumstances, but the inability to recover costs in excess of insurance through increases in rates and by collecting such rates in a timely manner, or any negative assessment by the Utility of the likelihood or timeliness of such recovery and collection, could have a material adverse effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows. Litigation and Regulatory Citations in Connection with the Butte Fire In September 2015, a wildfire (known as the “Butte fire”) ignited and spread in Amador and Calaveras Counties in Northern California. On April 28, 2016, Cal Fire released its report of the investigation of the origin and cause of the wildfire. According to Cal Fire’s report, the fire burned 70,868 acres, resulted in two fatalities, destroyed 549 homes, 368 outbuildings and four commercial properties, and damaged 44 structures. Cal Fire’s report concluded that the wildfire was caused when a gray pine tree contacted the Utility’s electric line, which ignited portions of the tree and determined that the failure by the Utility and/or its vegetation management contractors, ACRT Inc. and Trees, Inc., to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree. Third-Party Claims On May 23, 2016, individual plaintiffs filed a master complaint against the Utility and its two vegetation management contractors in the Superior Court of California, County of Sacramento. Subrogation insurers also filed a separate master complaint on the same date. The California Judicial Council had previously authorized the coordination of all cases in Sacramento County. As of March 31, 2018, 79 known complaints have been filed against the Utility and its two vegetation management contractors in the Superior Court of California in the Counties of Calaveras, San Francisco, Sacramento, and Amador. The complaints involve approximately 3,770 individual plaintiffs representing approximately 2,000 households and their insurance companies. These complaints are part of or are in the process of being added to the two master complaints. Plaintiffs seek to recover damages and other costs, principally based on the doctrine of inverse condemnation and negligence theory of liability. Plaintiffs also seek punitive damages. Prior to March 31, 2018, several plaintiffs dismissed the Utility's two vegetation management contractors from their complaints. The number of individual complaints and plaintiffs may still increase in the future, because the statute of limitations for property damage in connection with the Butte fire has not yet expired. (The statute of limitations for personal injury in connection with the Butte fire has expired.) The Utility continues mediating and settling cases. In addition, on April 13, 2017, Cal Fire filed a complaint with the Superior Court of California, County of Calaveras, seeking to recover over $87 million for its costs incurred on the theory that the Utility and its vegetation management contractors were negligent, among other claims. On July 31, 2017, Cal Fire dismissed its complaint against Trees, Inc., one of the Utility's vegetation contractors. The Utility and Cal Fire are currently engaged in a mediation process. Further, in May 2017, the OES indicated that it intends to bring a claim against the Utility that it estimates to be approximately $190 million. This claim would include costs incurred by the OES for tree and debris removal, infrastructure damage, erosion control, and other claims related to the Butte fire. Also, on February 20, 2018, the County of Calaveras filed suit against the Utility and the Utility’s vegetation management contractors. The County seeks to recover damages and other costs, based on the doctrine of inverse condemnation and negligence theory of liability. The County also seeks punitive damages. It had previously indicated that it intended to bring a claim against the Utility that it estimated to be approximately $85 million. On March 2, 2018, the County served a mediation demand seeking in excess of $167 million. This claim includes costs that the County of Calaveras allegedly incurred or expects to incur for infrastructure damage, erosion control, and other costs related to the Butte fire. The Utility and the County of Calaveras are currently engaged in a mediation process. On April 28, 2017, the Utility moved for summary adjudication on plaintiffs’ claims for punitive damages. On August 10, 2017, the Court denied the Utility’s motion on the grounds that plaintiffs might be able to show conscious disregard for public safety based on the fact that the Utility relied on contractors to fulfill their contractual obligation to hire and train qualified employees. On August 16, 2017, the Utility filed a writ with the Court of Appeal challenging the trial court's ruling on punitive damages. The Court of Appeal accepted the writ on September 15, 2017, and ordered the trial court and plaintiffs to show cause why the relief requested by the Utility should not be granted. Briefing on the writ was completed as of January 2, 2018. The Utility sought expedited review of the motion. On April 4, 2018, the Court of Appeal indicated that it is prepared to issue a decision without oral argument. On April 13, 2018 and April 16, 2018, respectively, the plaintiffs and the Utility requested oral argument, which is now scheduled for June 22, 2018. On June 22, 2017, the Superior Court of California, County of Sacramento ruled on a motion of several plaintiffs and found that the doctrine of inverse condemnation applies to the Utility with respect to the Butte fire. The Court held, among other things, that the Utility had failed to put forth any evidence to support its contention that the CPUC would not allow the Utility to pass on its inverse condemnation liability through rate increases. While the ruling is binding only between the Utility and the plaintiffs in the coordination proceeding at the time of the ruling, others could file lawsuits and make similar claims. On January 4, 2018, the Utility filed with the Court a renewed motion for a legal determination of inverse condemnation liability, citing the November 30, 2017 CPUC decision denying the San Diego Gas & Electric Company application to recover wildfire costs in excess of insurance, and the CPUC declaration that it will not automatically allow utilities to spread inverse condemnation losses through rate increases. On May 1, 2018, the Court issued its ruling on the Utility's renewed motion in which the Court affirmed, with minor changes, its tentative ruling dated April 25, 2018. The Court determined that it is bound by earlier holdings of two appellate courts decisions, Barham and Pacific Bell. Further, the Court stated that the Utility's constitutional arguments should be made to the appellate courts and suggested that, to the extent the Utility raises the public policy implications of the November 30, 2017 CPUC decision in the San Diego Gas & Electric Company cost recovery proceeding, these arguments should be addressed to the Legislature or CPUC. The next case management conference is scheduled for June 7, 2018. The Utility intends to file a writ seeking review of this decision. No trial date is pending. Estimated Losses from Third-Party Claims In connection with this matter, the Utility may be liable for property damages, interest, and attorneys’ fees without having been found negligent, through the doctrine of inverse condemnation. In addition, the Utility may be liable for fire suppression costs, personal injury damages, and other damages if the Utility is found to have been negligent. While the Utility believes it was not negligent, there can be no assurance that a court or jury would agree with the Utility. The Utility currently believes that it is probable that it will incur a loss of at least $1.1 billion in connection with the Butte fire. This amount is based on assumptions about the number, size, and type of structures damaged or destroyed, the contents of such structures, the number and types of trees damaged or destroyed, as well as assumptions about personal injury damages, attorneys’ fees, fire suppression costs, and certain other damages, but does not include punitive damages for which the Utility could be liable. In addition, while this amount includes the Utility's early assumptions about fire suppression costs (including its assessment of the Cal Fire loss) and the County of Calaveras claim, it does not include any significant portion of the estimated claim from the OES. The Utility still does not have sufficient information to reasonably estimate any liability it may have for that additional claim. The Utility currently is unable to reasonably estimate the upper end of the range of losses due to uncertainties related to the applicability of inverse condemnation and punitive damages and because it has insufficient information on the claims of over 600 households who have asserted claims, the claim from the OES, as well as claims from any other households that may be brought before the statute of limitations for property damage expires. The process for estimating costs associated with claims relating to the Butte fire requires management to exercise significant judgment based on a number of assumptions and subjective factors. As more information becomes known, including additional discovery from the plaintiffs, results from the ongoing mediation and settlement process, review of the potential claim from the OES, outcomes of future court or jury decisions, and information about damages, including punitive damages, for which the Utility could be liable, management estimates and assumptions regarding the financial impact of the Butte fire may result in material increases to the loss accrued. The following table presents changes in the third-party claims liability since December 31, 2015. The balance for the third-party claims liability is included in Other current liabilities in PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets:
(1) As of March 31, 2018 the Utility entered into settlement agreements in connection with the Butte fire corresponding to approximately $734 million of which $657 million has been paid by the Utility. In addition to the amounts reflected in the table above, the Utility has incurred cumulative legal expenses of $99 million in connection with the Butte fire. For the three months ended March 31, 2018, the Utility incurred legal expenses in connection with the Butte fire of $12 million. Loss Recoveries The Utility has liability insurance from various insurers, which provides coverage for third-party liability attributable to the Butte fire in an aggregate amount of $922 million. The Utility records insurance recoveries when it is deemed probable that a recovery will occur and the Utility can reasonably estimate the amount or its range. Through March 31, 2018, the Utility recorded $922 million for probable insurance recoveries in connection with losses related to the Butte fire. While the Utility plans to seek recovery of all insured losses, it is unable to predict the ultimate amount and timing of such insurance recoveries. In addition, the Utility has received $60 million in cumulative reimbursements from the insurance policies of its vegetation management contractors (excluded from the table below), including $7 million received in the three months ended March 31, 2018. Recoveries of additional amounts under the insurance policies of the Utility’s vegetation management contractors, including policies where the Utility is listed as an additional insured, are uncertain. The following table presents changes in the insurance receivable since December 31, 2015. The balance for the insurance receivable is included in Other accounts receivable in PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets:
In April 2018, the Utility received another $31 million in insurance reimbursements. If the Utility records losses in connection with claims relating to the Butte fire that materially exceed the amount the Utility accrued for these liabilities, PG&E Corporation’s and the Utility’s financial condition, results of operations, or cash flows could be materially affected in the reporting periods during which additional charges are recorded. Regulatory Citations On April 25, 2017, the SED issued two citations to the Utility in connection with the Butte fire, totaling $8.3 million. The SED's investigation found that neither the Utility nor its vegetation management contractors took appropriate steps to prevent a gray pine tree from leaning and contacting the Utility's electric line, which created an unsafe and dangerous condition that resulted in that tree leaning and making contact with the electric line, thus causing a fire. The Utility paid the citations in June 2017. Enforcement Matters In 2014, both the U.S. Attorney's Office in San Francisco and the California Attorney General's office opened investigations into matters related to allegedly improper communication between the Utility and CPUC personnel. The Utility has cooperated with those investigations. It is uncertain whether any charges will be brought against the Utility as a result of these investigations. Regulatory Proceedings Order Instituting an Investigation into Compliance with Ex Parte Communication Rules On April 26, 2018, the CPUC approved the revised proposed decision issued on April 3, 2018, adopting the settlement agreement jointly submitted to the CPUC on March 28, 2017, as modified (the "settlement agreement") by the Utility, the Cities of San Bruno and San Carlos, the ORA, the SED, and TURN. The decision results in a total penalty of $97.5 million comprised of: (1) a $12 million payment to the California General Fund, (2) forgoing collection of $63.5 million of GT&S revenue requirements for the years 2018 ($31.75 million) and 2019 ($31.75 million), (3) a $10 million one-time revenue requirement adjustment to be amortized in equivalent annual amounts over the Utility’s next GRC cycle (i.e., the GRC following the 2017 GRC), and (4) compensation payments to the Cities of San Bruno and San Carlos in a total amount of $12 million ($6 million to each city). In addition, the settlement agreement provides for certain non-financial remedies, including enhanced noticing obligations between the Utility and CPUC decision-makers, as well as certification of employee training on the CPUC ex parte communication rules. Under the terms of the settlement agreement, customers will bear no costs associated with the financial remedies set forth above. The CPUC also ordered a second phase in this proceeding to determine if any of the additional communications that the Utility reported to the CPUC on September 21, 2017 violate the CPUC ex-parte rules. The Utility is unable to predict the timing and outcome of the second phase in this proceeding. At March 31, 2018, PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets include a $8 million accrual for a portion of the 2018 GT&S revenue requirement reduction and an accrual of the $24 million payable to the California General Fund and the Cities of San Bruno and San Carlos. In accordance with accounting rules, adjustments related to revenue requirements are recorded in the periods in which they are incurred. For more information about the proceeding, see Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Natural Gas Transmission Pipeline Rights-of-Way In 2012, the Utility notified the CPUC and the SED that the Utility planned to complete a system-wide survey of its transmission pipelines in an effort to address a self-reported violation whereby the Utility did not properly identify encroachments (such as building structures and vegetation overgrowth) on the Utility’s pipeline rights-of-way. The Utility also submitted a proposed compliance plan that set forth the scope and timing of remedial work to remove identified encroachments over a multi-year period and to pay penalties if the proposed milestones were not met. In March 2014, the Utility informed the SED that the survey had been completed and that remediation work, including removal of the encroachments, was expected to continue for several years. The SED has not addressed the Utility’s proposed compliance plan, and it is reasonably possible that the SED will impose fines on the Utility in the future based on the Utility’s failure to continuously survey its system and remove encroachments. The Utility is unable to reasonably estimate the amount or range of future charges that could be incurred given the SED’s wide discretion and the number of factors that can be considered in determining penalties. Potential Safety Citations The SED periodically audits utility operating practices and conducts investigations of potential violations of laws and regulations applicable to the safety of the California utilities’ electric and natural gas facilities and operations. The CPUC has delegated authority to the SED to issue citations and impose penalties for violations identified through audits, investigations, or self-reports. There are a number of audit findings, as well as other potential violations identified through various investigations and the Utility’s self-reported non-compliance with laws and regulations, on which the SED has yet to act. Under both the gas and electric programs, the SED has discretion whether to issue a penalty for each violation. If the SED assesses a penalty for a violation, it is required to impose the maximum statutory penalty of $50,000, with an administrative limit of $8 million per citation issued. The SED may, at its discretion, impose penalties on a daily basis, or on less than a daily basis, for violations that continued for more than one day. The SED also has wide discretion to determine the amount of penalties based on the totality of the circumstances, including such factors as the gravity of the violations; the type of harm caused by the violations and the number of persons affected; and the good faith of the entity charged in attempting to achieve compliance, after notification of a violation. The SED also is required to consider the appropriateness of the amount of the penalty to the size of the entity charged. Historically, the SED has exercised broad discretion in determining whether violations are continuing and the amount of penalties to be imposed. In the past, the SED has imposed fines on the Utility ranging from $50,000 to $16.8 million for violations of electric and natural gas laws and regulations. The CPUC can also open an OII and levy additional fines even after the SED has issued a citation. The Utility is unable to reasonably estimate the amount or range of future charges as a result of SED investigations or any proceedings that could be commenced in connection with potential violations of electric and natural gas laws and regulations. Other Matters PG&E Corporation and the Utility are subject to various claims, lawsuits, and regulatory proceedings that separately are not considered material. Accruals for contingencies related to such matters (excluding amounts related to the contingencies discussed above under “Enforcement and Litigation Matters”) totaled $89 million at March 31, 2018, and $86 million at December 31, 2017. These amounts are included in Other current liabilities in the Condensed Consolidated Balance Sheets. The resolution of these matters is not expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, or cash flows. Disallowance of Plant Costs 2015 GT&S Rate Case Capital Disallowances On June 23, 2016, the CPUC approved a final phase one decision in the Utility’s 2015 GT&S rate case. The phase one decision excluded from rate base $696 million of capital spending in 2011 through 2014 in excess of the amount adopted in the prior GT&S rate case. The decision permanently disallowed $120 million of that amount and ordered that the remaining $576 million be subject to an audit overseen by the CPUC staff, with the possibility that the Utility may seek recovery in a future proceeding. Additional charges may be required in the future based on the Utility’s ability to manage its capital spending and on the outcome of the CPUC’s audit of 2011 through 2014 capital spending. Capital disallowances are reflected in operating and maintenance expenses in the Condensed Consolidated Statements of Income. For more information, see Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Environmental Remediation Contingencies The Utility’s environmental remediation liability is primarily included in non-current liabilities on the Condensed Consolidated Balance Sheets and is comprised of the following:
(1) Primarily driven by the following sites: Vallejo, San Francisco East Harbor, Napa, and San Francisco North Beach. (2) Primarily driven by the Shell Pond site. (3) Primarily driven by the San Francisco Potrero Power Plant. The Utility’s gas compressor stations, former manufactured gas plant sites, power plant sites, gas gathering sites, and sites used by the Utility for the storage, recycling, and disposal of potentially hazardous substances are subject to requirements issued by the Environmental Protection Agency under the federal Resource Conservation and Recovery Act and/or other federal and state hazardous waste laws. The Utility has a comprehensive program in place designed to comply with federal, state, and local laws and regulations related to hazardous materials, waste, remediation activities, and other environmental requirements. The Utility assesses and monitors, on an ongoing basis, measures that may be necessary to comply with these laws and regulations and implements changes to its program as deemed appropriate. The Utility’s remediation activities are overseen by the DTSC, several California regional water quality control boards, and various other federal, state, and local agencies. The Utility’s environmental remediation liability at March 31, 2018, reflects its best estimate of probable future costs associated with its final remediation plans. Future costs will depend on many factors, including the extent of work necessary to implement final remediation plans and the Utility's time frame for remediation. The Utility may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition and cash flows during the period in which they are recorded. At March 31, 2018, the Utility expected to recover $737 million of its environmental remediation liability for certain sites through various ratemaking mechanisms authorized by the CPUC. For more information, see Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Natural Gas Compressor Station Sites The Utility is legally responsible for remediating groundwater contamination caused by hexavalent chromium used in the past at the Utility’s natural gas compressor stations. The Utility is also required to take measures to abate the effects of the contamination on the environment. Topock Site The Utility’s remediation and abatement efforts at the Topock site are subject to the regulatory authority of the California DTSC and the U.S. Department of the Interior. In November 2015, the Utility submitted its final remediation design to the agencies for approval. The Utility’s design proposes that the Utility construct an in-situ groundwater treatment system to convert hexavalent chromium into a non-toxic and non-soluble form of chromium. On December 21, 2017, the DTSC issued its final environmental impact report. The environmental impact report includes requirements related to conditions of work that have been anticipated or previously required and are accounted for in the current environmental remediation liability. The Utility’s undiscounted future costs associated with the Topock site may increase by as much as $293 million if the extent of contamination or necessary remediation is greater than anticipated. The costs associated with environmental remediation at the Topock site are expected to be recovered through the HSM, where 90% of the costs are recovered in rates. Hinkley Site The Utility has been implementing remediation measures at the Hinkley site to reduce the mass of the chromium plume in groundwater and to monitor and control movement of the plume. The Utility’s remediation and abatement efforts at the Hinkley site are subject to the regulatory authority of the California Regional Water Quality Control Board, Lahontan Region. In November 2015, the California Regional Water Quality Control Board, Lahontan Region adopted a clean-up and abatement order directing the Utility to contain and remediate the underground plume of hexavalent chromium and the potential environmental impacts. The final order states that the Utility must continue and improve its remediation efforts, define the boundaries of the chromium plume, and take other action. Additionally, the final order sets plume capture requirements, requires a monitoring and reporting program, and includes deadlines for the Utility to meet interim cleanup targets. The United States Geological Survey team is currently conducting a background study on the site to better define the chromium plume boundaries. The background study is expected to be finalized in 2019. The Utility’s undiscounted future costs associated with the Hinkley site may increase by as much as $146 million if the extent of contamination or necessary remediation is greater than anticipated. The costs associated with environmental remediation at the Hinkley site will not be recovered through rates. Former Manufactured Gas Plants Former MGPs used coal and oil to produce gas for use by the Utility’s customers in the past. The by-products and residues of this process were often disposed of at the MGPs themselves. The Utility has undertaken a program to manage the residues left behind as a result of the manufacturing process; many of the sites in the program have been addressed. The Utility’s undiscounted future costs associated with MGP sites may increase by as much as $340 million if the extent of contamination or necessary remediation is greater than anticipated. The costs associated with environmental remediation at the MGP sites are recovered through the HSM, where 90% of the costs are recovered in rates. Utility-Owned Generation Facilities and Third-Party Disposal Sites Utility-owned generation facilities and third-party disposal sites are long-term projects that are undergoing a remediation process. The Utility’s undiscounted future costs associated with Utility-owned generation facilities and third-party disposal sites may increase by as much as $142 million if the extent of contamination or necessary remediation is greater than anticipated. The environmental remediation costs associated with the Utility-owned generation facilities and third-party disposal sites are recovered through the HSM, where 90% of the costs are recovered in rates. Fossil Fuel-Fired Generation Sites In 1998 the Utility divested its generation power plant business as part of generation deregulation. Although the Utility has sold its fossil-fueled power plants, the Utility has retained the environmental remediation liability associated with each site. The Utility’s undiscounted future costs associated with fossil fuel-fired generation sites may increase by as much as $106 million if the extent of contamination or necessary remediation is greater than anticipated. The environmental remediation costs associated with the fossil fuel-fired sites will not be recovered through rates. Nuclear Insurance The Utility maintains multiple insurance policies through NEIL and European Mutual Association for Nuclear Insurance, covering nuclear or non- nuclear events at the Utility’s two nuclear generating units at Diablo Canyon and the retired Humboldt Bay Unit 3. If NEIL losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment. If NEIL were to exercise this assessment, as of April 1, 2018, the current maximum aggregate annual retrospective premium obligation for the Utility would be approximately $47 million. If European Mutual Association for Nuclear Insurance losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment of approximately $3 million, as of April 1, 2018. For more information about the Utility’s nuclear insurance coverage, see Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K. Resolution of Remaining Chapter 11 Disputed Claims Various electricity suppliers filed claims in the Utility’s proceeding filed under Chapter 11 of the U.S. Bankruptcy Code seeking payment for energy supplied to the Utility’s customers between May 2000 and June 2001. While the FERC and judicial proceedings are pending, the Utility has pursued, and continues to pursue, settlements with electricity suppliers. The Utility has entered into a number of settlement agreements with various electricity suppliers to resolve some of these disputed claims and to resolve the Utility’s refund claims against these electricity suppliers. Under these settlement agreements, amounts payable by the parties are, in some instances, subject to adjustment based on the outcome of the various refund offset and interest issues being considered by the FERC. Generally, any net refunds, claim offsets, or other credits that the Utility receives from electricity suppliers either through settlement or through the conclusion of the various FERC and judicial proceedings are refunded to customers through rates in future periods. At December 31, 2017, the Consolidated Balance Sheets reflected $243 million in net claims within Disputed claims and customer refunds. There were no significant changes to this balance during the three months ended March 31, 2018. The Utility is uncertain when or how the remaining net disputed claims liability will be resolved. Tax Matters PG&E Corporation’s and the Utility’s unrecognized tax benefits may change significantly within the next 12 months due to the resolution of audits. As of March 31, 2018, it is reasonably possible that unrecognized tax benefits will decrease by approximately $20 million within the next 12 months. PG&E Corporation and the Utility believe that the majority of the decrease will not impact net income. Tax Cuts and Jobs Act of 2017 On December 22, 2017, the U.S. government enacted expansive tax legislation commonly referred to as the Tax Act. Among other provisions, the Tax Act reduces the federal income tax rate from 35% to 21% beginning on January 1, 2018 and eliminated bonus depreciation for utilities. The Tax Act required PG&E Corporation and the Utility to re-measure all existing deferred income tax assets and liabilities to reflect the reduction in the federal tax rate. PG&E Corporation and the Utility recorded reasonable estimates to reflect the impacts of the Tax Act and recorded provisional amounts, in accordance with rules issued by the SEC in Staff Accounting Bulletin No. 118, for the re-measurement of deferred tax balances as of December 31, 2017. There were no material updates to these estimates in the three months ended March 31, 2018. On March 30, 2018, the Utility submitted to the CPUC PFMs of the CPUC’s final decisions in the Utility’s 2017 GRC, and the 2015 GT&S rate case. Additionally, the Utility submitted updated testimony in connection with the 2019 GT&S rate case. These submittals reflect the effects of the Tax Act on these rate cases. On an aggregate basis from these submittals, the Utility anticipates an annual reduction to revenue requirements of approximately $325 million starting in 2018, and incremental increases to rate base of approximately $271 million for 2018 (including the impact of the pending private letter ruling advice letter), and $613 million for 2019. The incremental increases to rate base are due primarily to the elimination of bonus depreciation. The Utility also expects to reflect an annual revenue requirement reduction, starting in 2018, of approximately $125 million from other rate cases, including the TO19 rate case. The associated rate base increases are approximately $100 million in 2018 and $200 million in 2019. The Utility is unable to predict the timing and outcome of the CPUC decisions in connection with these submittals. Purchase Commitments In the ordinary course of business, the Utility enters into various agreements to purchase power and electric capacity; natural gas supply, transportation, and storage; nuclear fuel supply and services; and various other commitments. At December 31, 2017, the Utility had undiscounted future expected obligations of approximately $44 billion. (See Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2017 Form 10-K.) The Utility has not entered into any new material commitments during the three months ended March 31, 2018. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Basis of Presentation | This quarterly report on Form 10-Q is a combined report of PG&E Corporation and the Utility. PG&E Corporation’s Condensed Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries. The Utility’s Condensed Consolidated Financial Statements include the accounts of the Utility and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated in consolidation. The Notes to the Condensed Consolidated Financial Statements apply to both PG&E Corporation and the Utility. PG&E Corporation and the Utility assess financial performance and allocate resources on a consolidated basis (i.e., the companies operate in one segment). The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP and in accordance with the interim period reporting requirements of Form 10-Q and reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows for the periods presented. The information at December 31, 2017 in the Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets in Item 8 of the 2017 Form 10-K. This quarterly report should be read in conjunction with the 2017 Form 10-K. |
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Use of Estimates and Assumptions | The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities. Some of the more significant estimates and assumptions relate to the Utility’s regulatory assets and liabilities, legal and regulatory contingencies, insurance recoveries, environmental remediation liabilities, AROs, and pension and other post-retirement benefit plans obligations. Management believes that its estimates and assumptions reflected in the Condensed Consolidated Financial Statements are appropriate and reasonable. A change in management’s estimates or assumptions could result in an adjustment that would have a material impact on PG&E Corporation’s and the Utility’s financial condition and results of operations during the period in which such change occurred. |
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Variable Interest Entities | Variable Interest Entities A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any characteristics of a controlling financial interest. An enterprise that has a controlling financial interest in a VIE is a primary beneficiary and is required to consolidate the VIE. Some of the counterparties to the Utility’s power purchase agreements are considered VIEs. Each of these VIEs was designed to own a power plant that would generate electricity for sale to the Utility. To determine whether the Utility has a controlling interest or was the primary beneficiary of any of these VIEs at March 31, 2018, the Utility assessed whether it absorbs any of the VIE’s expected losses or receives any portion of the VIE’s expected residual returns under the terms of the power purchase agreement, analyzed the variability in the VIE’s gross margin, and considered whether it had any decision-making rights associated with the activities that are most significant to the VIE’s performance, such as dispatch rights and operating and maintenance activities. The Utility’s financial obligation is limited to the amount the Utility pays for delivered electricity and capacity. The Utility did not have any decision-making rights associated with any of the activities that are most significant to the economic performance of any of these VIEs. Since the Utility was not the primary beneficiary of any of these VIEs at March 31, 2018, it did not consolidate any of them. |
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Pension and Other Post-Retirement Benefits | PG&E Corporation and the Utility sponsor a non-contributory defined benefit pension plan and cash balance plan. Both plans are included in “Pension Benefits” below. Post-retirement medical and life insurance plans are included in “Other Benefits” below. |
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Recently Adopted Accounting Standards and Accounting Standards Issued But Not Yet Adopted | Recently Adopted Accounting Standards Revenue Recognition Standard In May 2014, the FASB issued ASU No. 2014-9, Revenue from Contracts with Customers (Topic 606), which amends the previous revenue recognition guidance. The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability across entities, industries, jurisdictions, and capital markets and to provide more useful information to users of financial statements through improved and expanded disclosure requirements. PG&E Corporation and the Utility applied the requirements using the modified retrospective method when the ASU became effective on January 1, 2018. The adoption of this guidance did not have a material impact on the Condensed Consolidated Financial Statements as of the adoption date or for the three months ended March 31, 2018. A majority of the Utility's revenue from contracts with customers continues to be recognized on a monthly basis based on applicable tariffs and customers' monthly consumption. Such revenue is recognized using the invoice practical expedient which allows an entity to recognize revenue in the amount that directly corresponds to the value transferred to the customer. Revenue from Contracts with Customers The Utility recognizes revenues when electricity and natural gas services are delivered. The Utility records unbilled revenues for the estimated amount of energy delivered to customers but not yet billed at the end of the period. Unbilled revenues are included in accounts receivable on the Condensed Consolidated Balance Sheets. Rates charged to customers are based on CPUC and FERC authorized revenue requirements. Revenues can vary significantly from period to period as a result of seasonality, weather, and customer usage patterns. The FERC authorizes the Utility’s revenue requirements in periodic (often annual) TO rate cases. The Utility’s ability to recover revenue requirements authorized by the FERC is dependent on the volume of the Utility’s electricity sales, and revenue is recognized only for amounts billed and unbilled, net of revenues subject to refund. Regulatory Balancing Account Revenue The CPUC authorizes most of the Utility’s revenues in the Utility’s GRC and its GT&S rate cases, which generally occur every three or four years. The Utility’s ability to recover revenue requirements authorized by the CPUC in these rate cases is independent, or “decoupled” from the volume of the Utility’s sales of electricity and natural gas services. The Utility recognizes revenues that have been authorized for rate recovery, are objectively determinable and probable of recovery, and are expected to be collected within 24 months. Generally, electric and natural gas operating revenue is recognized ratably over the year. The Utility records a balancing account asset or liability for differences between customer billings and authorized revenue requirements that are probable of recovery or refund. The CPUC also has authorized the Utility to collect additional revenue requirements to recover costs that the Utility has been authorized to pass on to customers, including costs to purchase electricity and natural gas, and to fund public purpose, demand response, and customer energy efficiency programs. In general, the revenue recognition criteria for pass-through costs billed to customers are met at the time the costs are incurred. The Utility records a regulatory balancing account asset or liability for differences between incurred costs and customer billings or authorized revenue meant to recover those costs, to the extent that these differences are probable of recovery or refund. As a result, these differences have no impact on net income. The following table presents the Utility's revenues disaggregated by type of customer:
(1) This activity is primarily related to the change in unbilled revenue, partially offset by other miscellaneous revenue items. (2) These amounts represent revenues authorized to be billed or refunded to customers. Presentation of Net Periodic Pension and Post-Retirement Benefit Costs In March 2017, the FASB issued ASU 2017-07, Compensation – Retirement Benefits (Topic 715), which amends the guidance relating to the presentation of net periodic pension cost and net periodic other post-retirement benefit costs. PG&E Corporation and the Utility applied the requirements when the ASU became effective on January 1, 2018. On a retrospective basis, the amendment requires an employer to separate the service cost component from the other components of net benefit cost and provides explicit guidance on how to present the service cost component and other components in the income statement. As a result, the Condensed Consolidated Statements of Income for PG&E Corporation and the Utility were restated. This change resulted in increases to Operating and maintenance expenses and Other income, net, of $13 million and $14 million for PG&E Corporation and the Utility, respectively, for the three months ended March 31, 2017. On a prospective basis, the ASU limits the component of net benefit cost eligible to be capitalized to service costs. The FERC has allowed and the Utility has made a one-time election to adopt the new FASB guidance for regulatory filing purposes. In January 2018, the CPUC approved modifications to the Utility’s calculation for pension-related revenue requirements to allow for capitalization of only the service cost component determined by a plan’s actuaries. The capitalization of service costs only will result in higher rate base and will lead to a reduction in the Utility's 2018 revenues. The changes in capitalization of retirement benefits did not have a material impact on PG&E Corporation’s and the Utility’s Condensed Consolidated Financial Statements. Recognition and Measurement of Financial Assets and Financial Liabilities In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance relating to the recognition, measurement, presentation, and disclosure of financial instruments. The amendments require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income. The majority of PG&E Corporation’s and the Utility’s investments are held in the nuclear decommissioning trusts and gains or losses are refundable or recoverable, respectively, from customers through rates. The ASU became effective for PG&E Corporation and the Utility on January 1, 2018 and did not have a material impact on the Condensed Consolidated Financial Statements and related disclosures. Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Act. When amounts are reclassified from accumulated other comprehensive income to the Condensed Consolidated Statement of Income, PG&E Corporation and the Utility recognize the related income tax expense at the tax rate in effect at that time. The ASU is effective for PG&E Corporation and the Utility on January 1, 2019, and early adoption is permitted. PG&E Corporation and the Utility early adopted this ASU on January 1, 2018, resulting in an immaterial reclassification. Accounting Standards Issued But Not Yet Adopted Recognition of Lease Assets and Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which amends the guidance relating to the definition of a lease, recognition of lease assets and lease liabilities on the balance sheet, and the disclosure of key information about leasing arrangements. In November, 2017, the FASB tentatively decided to amend the new leasing guidance such that entities may elect not to restate their comparative periods in the period of adoption. Under the new standard, all lessees must recognize an asset and liability on the balance sheet. Operating leases were previously not recognized on the balance sheet. The ASU will be effective for PG&E Corporation and the Utility on January 1, 2019, with early adoption permitted. PG&E Corporation and the Utility plan to adopt this guidance in the first quarter of 2019. PG&E Corporation and the Utility expect this standard to increase lease assets and lease liabilities on the Condensed Consolidated Balance Sheets and do not expect the guidance will have a material impact on the Condensed Consolidated Statements of Income, Statements of Cash Flows and related disclosures. |
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Earnings Per Share | PG&E Corporation’s basic EPS is calculated by dividing the income available for common shareholders by the weighted average number of common shares outstanding. PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding share-based compensation in the calculation of diluted EPS. |
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Derivative Instruments | The Utility is exposed to commodity price risk as a result of its electricity and natural gas procurement activities. Procurement costs are recovered through customer rates. The Utility uses both derivative and non-derivative contracts to manage volatility in customer rates due to fluctuating commodity prices. Derivatives include contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. Derivatives are presented in the Utility’s Condensed Consolidated Balance Sheets recorded at fair value and on a net basis in accordance with master netting arrangements for each counterparty. The fair value of derivative instruments is further offset by cash collateral paid or received where the right of offset and the intention to offset exist. Price risk management activities that meet the definition of derivatives are recorded at fair value on the Condensed Consolidated Balance Sheets. These instruments are not held for speculative purposes and are subject to certain regulatory requirements. The Utility expects to fully recover in rates all costs related to derivatives under the applicable ratemaking mechanism in place as long as the Utility’s price risk management activities are carried out in accordance with CPUC directives. Therefore, all unrealized gains and losses associated with the change in fair value of these derivatives are deferred and recorded within the Utility’s regulatory assets and liabilities on the Condensed Consolidated Balance Sheets. Net realized gains or losses on commodity derivatives are recorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from or refund to customers. The Utility elects the normal purchase and sale exception for eligible derivatives. Eligible derivatives are those that require physical delivery in quantities that are expected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the commodity delivered. These items are not reflected in the Condensed Consolidated Balance Sheets at fair value. Eligible derivatives are accounted for under the accrual method of accounting. |
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Fair Value Measurement | PG&E Corporation and the Utility measure their cash equivalents, trust assets, and price risk management instruments at fair value. A three-tier fair value hierarchy is established that prioritizes the inputs to valuation methodologies used to measure fair value:
The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. |
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Fair Value of Financial Instruments | In general, investments held in the trusts are exposed to various risks, such as interest rate, credit, and market volatility risks. Nuclear decommissioning trust assets and other trust assets are composed primarily of equity and fixed-income securities and also include short-term investments that are money market funds valued at Level 1. Global equity securities primarily include investments in common stock that are valued based on quoted prices in active markets and are classified as Level 1. Fixed-income securities are primarily composed of U.S. government and agency securities, municipal securities, and other fixed-income securities, including corporate debt securities. U.S. government and agency securities primarily consist of U.S. Treasury securities that are classified as Level 1 because the fair value is determined by observable market prices in active markets. A market approach is generally used to estimate the fair value of fixed-income securities classified as Level 2 using evaluated pricing data such as broker quotes, for similar securities adjusted for observable differences. Significant inputs used in the valuation model generally include benchmark yield curves and issuer spreads. The external credit ratings, coupon rate, and maturity of each security are considered in the valuation model, as applicable. Assets Measured at NAV Using Practical Expedient Investments in the nuclear decommissioning trusts and the long-term disability trust that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy tables above. The fair value amounts are included in the tables above in order to reconcile to the amounts presented in the Condensed Consolidated Balance Sheets. These investments include commingled funds that are composed of equity securities traded publicly on exchanges as well as fixed-income securities that are composed primarily of U.S. government securities and asset-backed securities. Price Risk Management Instruments Price risk management instruments include physical and financial derivative contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. Power purchase agreements, forwards, and swaps are valued using a discounted cash flow model. Exchange-traded futures that are valued using observable market forward prices for the underlying commodity are classified as Level 1. Over-the-counter forwards and swaps that are identical to exchange-traded futures, or are valued using forward prices from broker quotes that are corroborated with market data are classified as Level 2. Exchange-traded options are valued using observable market data and market-corroborated data and are classified as Level 2. Long-dated power purchase agreements that are valued using significant unobservable data are classified as Level 3. These Level 3 contracts are valued using either estimated basis adjustments from liquid trading points or techniques, including extrapolation from observable prices, when a contract term extends beyond a period for which market data is available. Market and credit risk management utilizes models to derive pricing inputs for the valuation of the Utility’s Level 3 instruments using pricing inputs from brokers and historical data. The Utility holds CRRs to hedge the financial risk of CAISO-imposed congestion charges in the day-ahead market. Limited market data is available in the CAISO auction and between auction dates; therefore, the Utility utilizes historical prices to forecast forward prices. CRRs are classified as Level 3 |
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Contingencies and Commitments | PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to enforcement and litigation matters and environmental remediation. A provision for a loss contingency is recorded when it is both probable that a liability has been incurred and the amount of the liability can be reasonably estimated. The Utility also has substantial financial commitments in connection with agreements entered into to support its operating activities. PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows may be materially affected by the outcome of the following matters. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Accounting Policies [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Components of Net Periodic Benefit Cost | The net periodic benefit costs reflected in PG&E Corporation’s Condensed Consolidated Financial Statements for the three months ended March 31, 2018 and 2017 were as follows:
(1) The Utility recorded these amounts to a regulatory account since they are probable of recovery from, or refund to, customers in future rates. |
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Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income | The changes, net of income tax, in PG&E Corporation’s accumulated other comprehensive income (loss) are summarized below:
(1) These components are included in the computation of net periodic pension and other post-retirement benefit costs. (See the “Pension and Other Post-Retirement Benefits” table above for additional details.)
(1) These components are included in the computation of net periodic pension and other post-retirement benefit costs. (See the “Pension and Other Post-Retirement Benefits” table above for additional details.) |
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Summary of Revenues Disaggregated by Type of Customer | The following table presents the Utility's revenues disaggregated by type of customer:
(1) This activity is primarily related to the change in unbilled revenue, partially offset by other miscellaneous revenue items. (2) These amounts represent revenues authorized to be billed or refunded to customers. |
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS (Tables) |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Regulated Operations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Regulatory Assets | Long-term regulatory assets are comprised of the following:
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Long-Term Regulatory Liabilities | Long-term regulatory liabilities are comprised of the following:
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Regulatory Balancing Accounts Receivable | Current regulatory balancing accounts receivable and payable are comprised of the following:
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Regulatory Balancing Accounts Payable |
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DEBT (Tables) |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt | The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings under their revolving credit facilities and commercial paper programs at March 31, 2018:
(1) Includes a $50 million lender commitment to the letter of credit sublimit and a $100 million commitment for swingline loans defined as loans that are made available on a same-day basis and are repayable in full within 7 days. (2) Includes a $500 million lender commitment to the letter of credit sublimit and a $75 million commitment for swingline loans. |
EQUITY (Tables) |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Changes in Equity | PG&E Corporation’s and the Utility’s changes in equity for the three months ended March 31, 2018 were as follows:
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EARNINGS PER SHARE (Tables) |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reconciliation of PG&E Corporation's Income Available for Common Shareholders And Weighted Average Common Shares Outstanding for Calculating Diluted | The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average common shares outstanding for calculating diluted EPS:
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DERIVATIVES (Tables) |
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Volumes Of Outstanding Derivative Contracts | The volumes of the Utility’s outstanding derivatives were as follows:
(1) Amounts shown are for the combined positions of the electric fuels and core gas supply portfolios. (2) Million British Thermal Units. (3) CRRs are financial instruments that enable the holders to manage variability in electric energy congestion charges due to transmission grid limitations. |
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Schedule of Offsetting Assets | At March 31, 2018, the Utility’s outstanding derivative balances were as follows:
At December 31, 2017, the Utility’s outstanding derivative balances were as follows:
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Schedule of Offsetting Liabilities | At March 31, 2018, the Utility’s outstanding derivative balances were as follows:
At December 31, 2017, the Utility’s outstanding derivative balances were as follows:
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Gains And Losses On Derivative Instruments | Gains and losses associated with price risk management activities were recorded as follows:
(1) Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory liabilities or assets, respectively, rather than being recorded to the Condensed Consolidated Statements of Income. These amounts exclude the impact of cash collateral postings. (2) These amounts are fully passed through to customers in rates. Accordingly, net income was not impacted by realized amounts on these instruments |
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Additional Cash Collateral The Utility Would Be Required To Post If Its Credit Risk-Related Contingency Features Were Triggered | The additional cash collateral that the Utility would be required to post if the credit risk-related contingency features were triggered was as follows:
(1) This calculation excludes the impact of closed but unpaid positions, as their settlement is not impacted by any of the Utility’s credit risk-related contingencies |
FAIR VALUE MEASUREMENTS (Tables) |
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | Assets and liabilities measured at fair value on a recurring basis for PG&E Corporation and the Utility are summarized below. Assets held in rabbi trusts are held by PG&E Corporation and not the Utility.
(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral. (2) Represents amount before deducting $440 million, primarily related to deferred taxes on appreciation of investment value.
(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral. (2) Represents amount before deducting $440 million, primarily related to deferred taxes on appreciation of investment value. |
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Level 3 Measurements and Sensitivity Analysis |
(1) Represents price per megawatt-hour
(1) Represents price per megawatt-hour |
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Level 3 Reconciliation | The following table presents the reconciliation for Level 3 price risk management instruments for the three months ended March 31, 2018 and 2017:
(1) The costs related to price risk management activities are fully passed through to customers in rates. Accordingly, unrealized gains and losses are deferred in regulatory liabilities and assets and net income is not impacted. |
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Carrying Amount and Fair Value of Financial Instruments | The carrying amount and fair value of PG&E Corporation’s and the Utility’s debt instruments were as follows (the table below excludes financial instruments with carrying values that approximate their fair values):
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Schedule of Unrealized Gains (Losses) Related to Available-For-Sale Investments | The following table provides a summary of equity securities and available-for-sale debt securities:
(1) Represents amounts before deducting $440 million for the periods ended March 31, 2018 and December 31, 2017, primarily related to deferred taxes on appreciation of investment value. |
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Schedule of Maturities on Debt Instruments | The fair value of fixed-income securities by contractual maturity is as follows:
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Schedule of Activity for Debt and Equity Securities | The following table provides a summary of activity for fixed income and equity securities:
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CONTINGENCIES AND COMMITMENTS (Tables) |
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Mar. 31, 2018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Change in Accruals Related to Third-Party Claims | The following table presents changes in the third-party claims liability since December 31, 2015. The balance for the third-party claims liability is included in Other current liabilities in PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets:
(1) As of March 31, 2018 the Utility entered into settlement agreements in connection with the Butte fire corresponding to approximately $734 million of which $657 million has been paid by the Utility. |
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Changes in Insurance Receivable | The following table presents changes in the insurance receivable since December 31, 2015. The balance for the insurance receivable is included in Other accounts receivable in PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets:
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Schedule of Environmental Remediation Liability | The Utility’s environmental remediation liability is primarily included in non-current liabilities on the Condensed Consolidated Balance Sheets and is comprised of the following:
(1) Primarily driven by the following sites: Vallejo, San Francisco East Harbor, Napa, and San Francisco North Beach. (2) Primarily driven by the Shell Pond site. (3) Primarily driven by the San Francisco Potrero Power Plant |
ORGANIZATION AND BASIS OF PRESENTATION (Narrative) (Details) a in Thousands |
3 Months Ended | |
---|---|---|
Mar. 31, 2018
segment
fatality
|
Oct. 30, 2017
a
wildfire
structure
|
|
Organization And Basis Of Presentation [Line Items] | ||
Number of operating segments (segment) | segment | 1 | |
Nothern California Wild Fire | ||
Organization And Basis Of Presentation [Line Items] | ||
Number wildfires (wildfire) | wildfire | 21 | |
Number of acres burned (acre) | a | 245 | |
Number of structures destroyed (structure) | structure | 8,900 | |
Number of fatalities (fatality) | fatality | 44 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Components of Net Periodic Benefit Cost) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
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Pension Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost for benefits earned | $ 128 | $ 118 |
Interest cost | 172 | 179 |
Expected return on plan assets | (255) | (193) |
Amortization of prior service cost | (1) | (2) |
Amortization of net actuarial loss | 1 | 6 |
Net periodic benefit cost | 45 | 108 |
Regulatory account transfer | 39 | (23) |
Total | 84 | 85 |
Other Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost for benefits earned | 16 | 15 |
Interest cost | 17 | 19 |
Expected return on plan assets | (33) | (24) |
Amortization of prior service cost | 4 | 4 |
Amortization of net actuarial loss | (1) | 1 |
Net periodic benefit cost | 3 | 15 |
Regulatory account transfer | 0 | 0 |
Total | $ 3 | $ 15 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Public Utility, Property, Plant and Equipment [Line Items] | ||
Increase in operating and maintenance expense | $ 1,597 | $ 1,517 |
Increase in other income | $ 108 | 34 |
Accounting Standards Update 2017-07 | ||
Public Utility, Property, Plant and Equipment [Line Items] | ||
Increase in operating and maintenance expense | 13 | |
Increase in other income | $ 14 |
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS (Narrative) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Regulatory Assets [Line Items] | ||
Regulatory assets, current | $ 646 | $ 615 |
Catastrophic Event Memorandum Account | ||
Regulatory Assets [Line Items] | ||
Regulatory assets, current | $ 444 | $ 426 |
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS (Long-Term Regulatory Assets) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | $ 3,724 | $ 3,793 |
Pension benefits | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 1,915 | 1,954 |
Environmental compliance costs | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 749 | 837 |
Utility retained generation | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 308 | 319 |
Price risk management | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 68 | 65 |
Unamortized loss, net of gain, on reacquired debt | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 88 | 79 |
Catastrophic event memorandum account | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | 314 | 274 |
Other | ||
Regulatory Assets [Line Items] | ||
Total long-term regulatory assets | $ 282 | $ 265 |
REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS (Long-Term Regulatory Liabilities) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | $ 8,586 | $ 8,679 |
Cost of removal obligations | ||
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | 5,674 | 5,547 |
Deferred income taxes | ||
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | 873 | 1,021 |
Recoveries in excess of AROs | ||
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | 533 | 624 |
Public purpose programs | ||
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | 591 | 590 |
Other | ||
Regulatory Liabilities [Line Items] | ||
Total long-term regulatory liabilities | $ 915 | $ 897 |
DEBT (Schedule of Line of Credit) (Details) |
3 Months Ended |
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Mar. 31, 2018
USD ($)
| |
Debt [Line Items] | |
Facility Limit | $ 300,000,000 |
Letters of Credit Outstanding | 0 |
Commercial Paper | 121,000,000 |
Facility Availability | 179,000,000 |
Letters of credit sublimit | 50,000,000 |
Swingline loans sublimit | $ 100,000,000 |
Swingline loan repay term | 7 days |
Utility | |
Debt [Line Items] | |
Facility Limit | $ 3,000,000,000 |
Letters of Credit Outstanding | 48,000,000 |
Commercial Paper | 97,000,000 |
Facility Availability | 2,855,000,000 |
Letters of credit sublimit | 500,000,000 |
Swingline loans sublimit | 75,000,000 |
Credit Facilities | |
Debt [Line Items] | |
Facility Limit | 3,300,000,000 |
Letters of Credit Outstanding | 48,000,000 |
Commercial Paper | 218,000,000 |
Facility Availability | $ 3,034,000,000 |
EQUITY (Changes in Equity) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | $ 19,472 | |
Comprehensive income | 445 | |
Common stock issued | 35 | |
Share-based compensation | 34 | |
Preferred stock dividend requirement | 0 | |
Preferred stock dividend requirement of subsidiary | (3) | $ (3) |
Ending balance | 19,983 | |
Pacific Gas & Electric Co | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning balance | 19,747 | |
Comprehensive income | 452 | 570 |
Common stock issued | 0 | |
Share-based compensation | 0 | |
Preferred stock dividend requirement | (3) | $ (3) |
Preferred stock dividend requirement of subsidiary | 0 | |
Ending balance | $ 20,196 |
EQUITY (Narrative) (Details) shares in Millions, $ in Millions |
3 Months Ended |
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Mar. 31, 2018
USD ($)
shares
| |
Equity Contract | |
Schedule Of Changes In Equity [Line Items] | |
Remaining equity distribution agreement amount | $ 246.3 |
401K Plan, DRSPP, and Shared Based Compensation Plans | |
Schedule Of Changes In Equity [Line Items] | |
Stock issued during period for stock options exercised and under 401(K) plan and DRSPP (in shares) | shares | 1.2 |
Proceeds from stock issuance | $ 35.1 |
EARNINGS PER SHARE (Reconciliation Of PG&E Corporation's Income Available For Common Shareholders And Weighted Average Common Shares Outstanding For Calculating Diluted EPS) (Detail) - USD ($) $ / shares in Units, shares in Millions, $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Earnings Per Share [Abstract] | ||
Income available for common shareholders | $ 442 | $ 576 |
Weighted average common shares outstanding, basic (in shares) | 515 | 508 |
Employee share-based compensation (in shares) | 1 | 3 |
Weighted average common shares outstanding, diluted (in shares) | 516 | 511 |
Total earnings per common share, diluted (in dollars per share) | $ 0.86 | $ 1.13 |
DERIVATIVES (Volumes of Outstanding Derivative Contracts, in Megawatt Hours Unless Otherwise Specified) (Details) |
Mar. 31, 2018
MWh
MMBTU
|
Dec. 31, 2017
MWh
MMBTU
|
---|---|---|
Forwards, Futures and Swaps | Natural gas | ||
Derivative [Line Items] | ||
Contract Volume | MMBTU | 184,948,051 | 228,768,745 |
Forwards, Futures and Swaps | Electricity | ||
Derivative [Line Items] | ||
Contract Volume | MWh | 2,602,376 | 2,872,013 |
Options | Natural gas | ||
Derivative [Line Items] | ||
Contract Volume | MMBTU | 31,481,247 | 60,736,806 |
Congestion Revenue Rights | Electricity | ||
Derivative [Line Items] | ||
Contract Volume | MWh | 304,484,831 | 312,272,177 |
DERIVATIVES (Gains And Losses On Derivative Instruments) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Unrealized gain (loss) - regulatory assets and liabilities | $ (12) | $ (48) |
Realized loss - cost of electricity | (18) | (5) |
Realized loss - cost of natural gas | (1) | (1) |
Net commodity risk | $ (31) | $ (54) |
DERIVATIVES (Additional Cash Collateral The Utility Would Be Required To Post If Its Credit Risk-Related Contingency Features Were Triggered) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||
Derivatives in a liability position with credit risk-related contingencies that are not fully collateralized | $ (1) | $ (1) |
Related derivatives in an asset position | 0 | 0 |
Collateral posting in the normal course of business related to these derivatives | 0 | 0 |
Net position of derivative contracts/additional collateral posting requirements | $ (1) | $ (1) |
FAIR VALUE MEASUREMENTS (Level 3 Reconciliation) (Details) - Level 3 - Price Risk Management Instruments - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning asset (liability) balance | $ 42 | $ 55 |
Included in regulatory assets and liabilities or balancing accounts | (2) | (6) |
Ending asset (liability) balance | $ 40 | $ 49 |
FAIR VALUE MEASUREMENTS (Carrying Amount and Fair Value of Financial Instruments) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt financial instrument | $ 348 | $ 350 |
Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt financial instrument | 350 | 350 |
Pacific Gas & Electric Co | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt financial instrument | 17,723 | 19,128 |
Pacific Gas & Electric Co | Carrying Amount | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Debt financial instrument | $ 16,693 | $ 17,090 |
FAIR VALUE MEASUREMENTS (Schedule of Maturities on Debt Securities) (Details) $ in Millions |
Mar. 31, 2018
USD ($)
|
---|---|
Fair Value Disclosures [Abstract] | |
Less than 1 year | $ 42 |
1–5 years | 438 |
5–10 years | 374 |
More than 10 years | 521 |
Total maturities of fixed-income securities | $ 1,375 |
FAIR VALUE MEASUREMENTS (Schedule of Activity for Debt and Equity Securities) (Details) - USD ($) $ in Millions |
3 Months Ended | |
---|---|---|
Mar. 31, 2018 |
Mar. 31, 2017 |
|
Fair Value Disclosures [Abstract] | ||
Proceeds from sales and maturities of nuclear decommissioning trust investments | $ 494 | $ 470 |
Gross realized gains on securities | 37 | 29 |
Gross realized losses on securities | $ (4) | $ (5) |
CONTINGENCIES AND COMMITMENTS (Schedule of Loss Accrual) (Details) - Butte Fire - USD ($) |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Loss Contingency Accrual [Roll Forward] | |||
Loss accrual, beginning balance | $ 561,000,000 | $ 690,000,000 | $ 0 |
Accrued losses | 0 | 350,000,000 | 750,000,000 |
Payments | (118,000,000) | (479,000,000) | (60,000,000) |
Loss accrual, ending balance | 443,000,000 | $ 561,000,000 | $ 690,000,000 |
Settlement agreements entered | 734,000,000 | ||
Settlement agreement paid | $ 657,000,000 |
CONTINGENCIES AND COMMITMENTS (Schedule of Insurance Receivable) (Details) - Butte Fire - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2017 |
Dec. 31, 2016 |
|
Insurance Receivable [Roll Forward] | |||
Insurance Receivable, Beginning Balance | $ 596 | $ 575 | $ 0 |
Accrued insurance recoveries | 0 | 297 | 625 |
Reimbursements | (197) | (276) | (50) |
Insurance Receivable, Ending Balance | $ 399 | $ 596 | $ 575 |
CONTINGENCIES AND COMMITMENTS (Other Matters) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Pacific Gas & Electric Co | ||
Loss Contingencies [Line Items] | ||
Accrued legal liabilities | $ 89 | $ 86 |
CONTINGENCIES AND COMMITMENTS (Disallowance of Plant Costs) (Details) - Disallowance of Plant Costs $ in Millions |
Jun. 23, 2016
USD ($)
|
---|---|
Loss Contingencies [Line Items] | |
Gas transmission and storage capital disallowance | $ 696 |
Permanently disallowed capital | 120 |
Amount subject to audit | $ 576 |
CONTINGENCIES AND COMMITMENTS (Schedule of Environmental Remediation Liability) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Commitments and Contingencies Disclosure [Abstract] | ||
Topock natural gas compressor station | $ 342 | $ 334 |
Hinkley natural gas compressor station | 144 | 147 |
Former manufactured gas plant sites owned by the Utility or third parties | 329 | 320 |
Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites | 113 | 115 |
Fossil fuel-fired generation facilities and sites | 157 | 123 |
Total environmental remediation liability | $ 1,085 | $ 1,039 |
CONTINGENCIES AND COMMITMENTS (Nuclear Insurance) (Details) $ in Millions |
3 Months Ended |
---|---|
Mar. 31, 2018
USD ($)
nuclear_generating_unit
| |
Long-term Purchase Commitment [Line Items] | |
Number of nuclear generating units (nuclear generating unit) | nuclear_generating_unit | 2 |
Nuclear Electric Insurance Limited | |
Long-term Purchase Commitment [Line Items] | |
Potential premium obligation | $ 47 |
European Mutual Association for Nuclear Insurance | |
Long-term Purchase Commitment [Line Items] | |
Potential premium obligation | $ 3 |
CONTINGENCIES AND COMMITMENTS (Resolution of Remaining Chapter 11 Disputed Claims) (Details) - USD ($) $ in Millions |
Mar. 31, 2018 |
Dec. 31, 2017 |
---|---|---|
Commitments and Contingencies Disclosure [Abstract] | ||
Disputed claims and customer refunds | $ 245 | $ 243 |
CONTINGENCIES AND COMMITMENTS (Tax Matters) (Details) - USD ($) $ in Millions |
3 Months Ended | 12 Months Ended | |
---|---|---|---|
Mar. 31, 2018 |
Dec. 31, 2019 |
Dec. 31, 2018 |
|
Disaggregation Of Revenue [Line Items] | |||
Unrecognized tax benefits, decrease resulting from Settlements with taxing authorities | $ 20 | ||
Pacific Gas & Electric Co | Forecast | Rate Case 2015, 2017, 2019 | |||
Disaggregation Of Revenue [Line Items] | |||
Reduction in revenue requirement | $ 325 | ||
Increase to rate base | $ 613 | 271 | |
Pacific Gas & Electric Co | Forecast | Other Rate Cases, Including TO19 | |||
Disaggregation Of Revenue [Line Items] | |||
Reduction in revenue requirement | 125 | ||
Increase to rate base | $ 200 | $ 100 |
CONTINGENCIES AND COMMITMENTS (Purchase Commitments) (Details) $ in Billions |
Dec. 31, 2017
USD ($)
|
---|---|
Commitments and Contingencies Disclosure [Abstract] | |
Recorded unconditional purchase obligation | $ 44 |
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