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COMMON STOCK AND SHARE-BASED COMPENSATION
 12 Months Ended
Dec. 31, 2019
Common Stock And Share-Based Compensation [Abstract]  
COMMON STOCK AND SHARE-BASED COMPENSATION COMMON STOCK AND SHARE-BASED COMPENSATION
PG&E Corporation had 529,236,741 shares of common stock outstanding at December 31, 2019.  PG&E Corporation held all of the Utility’s outstanding common stock at December 31, 2019.

There were no issuances under the PG&E Corporation February 2017 equity distribution agreement for the year ended December 31, 2019. The remaining gross sales available under this agreement were $246 million.

PG&E Corporation issued 8.9 million shares of common stock under the PG&E Corporation 401(k) plan and share-based compensation plans, for cash proceeds of $85 million, during the year ended December 31, 2019. Beginning January 1, 2019 PG&E Corporation changed its default matching contributions under its 401(k) plan from PG&E Corporation common stock to cash. Beginning in March 2019, at PG&E Corporation’s directive, the 401(k) plan trustee began purchasing new shares in the PG&E Corporation common stock fund on the open market rather than directly from PG&E Corporation.

Dividends

On December 20, 2017, the Boards of Directors of PG&E Corporation and the Utility suspended quarterly cash dividends on both PG&E Corporation’s and the Utility’s common stock, beginning the fourth quarter of 2017, as well as the Utility’s preferred stock, beginning the three-month period ending January 31, 2018, due to the uncertainty related to the causes of and potential liabilities associated with wildfires. See Wildfire-related contingencies in Note 14 below.

Under the Utility’s Articles of Incorporation, the Utility cannot pay common stock dividends unless all cumulative preferred dividends on the Utility’s preferred stock have been paid.  Under their respective pre-petition credit agreements, PG&E Corporation and the Utility were each required to maintain a ratio of consolidated total debt to consolidated capitalization of at most 65%. As of the Petition Date, these obligations were automatically stayed and are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.  The DIP Facilities have no such restriction.  Additionally, the Utility’s net assets, and therefore its ability to pay dividends, are restricted by the CPUC-authorized capital structure, which requires the Utility to maintain, on average, at least 52% equity.  Due to the net charges recorded in connection with the 2018 Camp fire and the 2017 Northern California wildfires as of December 31, 2018, the Utility submitted to the CPUC an application for a waiver of the capital structure condition on February 28, 2019. The waiver is subject to CPUC approval. The Utility is not considered to be in violation of these conditions during the period the waiver application is pending resolution. Beginning in 2020, the Utility expects to resume payment of preferred dividends on the Utility’s preferred stock, subject to the Utility’s Board of Directors’ approval. PG&E Corporation does not expect to pay any cash for common stock dividends for at least the next two years, subject to PG&E Corporation’s Board of Directors’ approval.
Long-Term Incentive Plan

The PG&E Corporation LTIP permits various forms of share-based incentive awards, including stock options, restricted stock units, performance shares, and other share-based awards, to eligible employees of PG&E Corporation and its subsidiaries.  Non-employee directors of PG&E Corporation are also eligible to receive certain share-based awards.  A maximum of 17 million shares of PG&E Corporation common stock (subject to certain adjustments) has been reserved for issuance under the 2014 LTIP, of which 12,338,419 shares were available for future awards at December 31, 2019.

The following table provides a summary of total share-based compensation expense recognized by PG&E Corporation for share-based incentive awards for 2019:
(in millions)
201920182017
Stock Options$7  $10  $—  
Restricted stock units21  43  40  
Performance shares22  36  45  
Total compensation expense (pre-tax)$50  $89  $85  
Total compensation expense (after-tax)$35  $63  $50  

Share-based compensation costs are generally not capitalized.  There was no material difference between PG&E Corporation and the Utility for the information disclosed above.

Stock Options

The exercise price of stock options granted under the 2014 LTIP and all other outstanding stock options is equal to the market price of PG&E Corporation’s common stock on the date of grant.  Stock options generally have a 10-year term and vest over three years of continuous service, subject to accelerated vesting in certain circumstances. As of December 31, 2019, $10.5 million of total unrecognized compensation costs related to nonvested stock options were expected to be recognized over a weighted average period of 1.73 years for PG&E Corporation.

The fair value of each stock option on the date of grant is estimated using the Black-Scholes valuation method.  The weighted average grant date fair value of options granted using the Black-Scholes valuation method in 2019 and 2018 was $3.87 and $10.24 per share, respectively.  The significant assumptions used for shares granted in 2019 were:
20192018
Expected stock price volatility57.00 %23.00 %
Expected annual dividend payment— %3.10 %
Risk-free interest rate
1.51% to 1.52%
2.58 %
Expected life (years)4.56

Expected volatilities are based on historical volatility of PG&E Corporation’s common stock.  The expected dividend payment is the dividend yield at the date of grant.  The risk-free interest rate for periods within the contractual term of the stock option is based on the U.S. Treasury rates in effect at the date of grant.  The expected life of stock options is derived from historical data that estimates stock option exercises and employee departure behavior.

There was no tax benefit recognized from stock options for the year ended December 31, 2019.
The following table summarizes stock option activity for PG&E Corporation and the Utility for 2019:
Number of
Stock Option		Weighted Average Grant-
Date Fair Value		Weighted Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding at January 11,522,137  $10.24  $—  
Granted2,866,667  3.87  —  
Exercised—  —  —  
Forfeited or expired(107,401) 10.24  —  
Outstanding at December 314,281,403  5.98  5.40 years—  
Vested or expected to vest at December 314,225,180  5.92  5.36 years—  
Exercisable at December 311,433,234  $5.99  5.41 years$—  

Restricted Stock Units

Restricted stock units granted after 2014 generally vest equally over three years. Vested restricted stock units are settled in shares of PG&E Corporation common stock accompanied by cash payments to settle any dividend equivalents associated with the vested restricted stock units.  Compensation expense is generally recognized ratably over the vesting period based on grant-date fair value.  The weighted average grant-date fair value for restricted stock units granted during 2019, 2018, and 2017 was $18.57, $40.92, and $66.95, respectively.  The total fair value of restricted stock units that vested during 2019, 2018, and 2017 was $42 million, $41 million, and $57 million, respectively.  The tax benefit from restricted stock units that vested during each period was not material.  In general, forfeitures are recorded ratably over the vesting period, using historical averages and adjusted to actuals when vesting occurs.  As of December 31, 2019, $19 million of total unrecognized compensation costs related to nonvested restricted stock units was expected to be recognized over the remaining weighted average period of 1.14 years.

The following table summarizes restricted stock unit activity for 2019:
Number of
Restricted Stock Units		Weighted Average Grant-
Date Fair Value
Nonvested at January 11,979,812  $47.66  
Granted74,479  18.57  
Vested(822,249) 51.01  
Forfeited(191,207) 41.49  
Nonvested at December 311,040,835  $44.06  

Performance Shares

Performance shares generally will vest three years after the grant date.  Upon vesting, performance shares are settled in shares of common stock based on either PG&E Corporation’s total shareholder return relative to a specified group of industry peer companies over a three-year performance period or, for a small number of awards, an internal PG&E Corporation metric.  Dividend equivalents are paid in cash based on the amount of common stock to which the recipients are entitled. 

Compensation expense attributable to performance shares is generally recognized ratably over the applicable three-year period based on the grant-date fair value determined using a Monte Carlo simulation valuation model for the total shareholder return based awards or the grant-date market value of PG&E Corporation common stock for internal metric based awards.  The weighted average grant-date fair value for performance shares granted during 2019, 2018, and 2017 was $15.39, $36.92, and $77.00 respectively.  There was no tax benefit associated with performance shares during each of these periods.  In general, forfeitures are recorded ratably over the vesting period, using historical averages and adjusted to actuals when vesting occurs.  As of December 31, 2019, $11 million of total unrecognized compensation costs related to nonvested performance shares was expected to be recognized over the remaining weighted average period of 1.17 years.
The following table summarizes activity for performance shares in 2019:
Number of
Performance Shares		Weighted Average Grant-
Date Fair Value
Nonvested at January 11,438,091  $56.32  
Granted130,251  15.39  
Vested(255,324) 40.74  
Forfeited (1)
(624,595) 75.54  
Nonvested at December 31688,423  $36.92  
(1) Includes performance shares that expired with zero value as performance targets were not met.