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, 2014
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
|
|||||
Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
________________________________________
|
PG&E Corporation
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
______________________________________
|
|||||||
Address of principal executive offices, including zip code
|
||||||||
Pacific Gas and Electric Company
(415) 973-7000
________________________________________
|
PG&E Corporation
(415) 973-1000
______________________________________
|
|||||||
Registrant's telephone number, including area code
|
||||||||
Indicate by check mark whether each 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) have been subject to such filing requirements for the past 90 days. [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, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
|
||||||||
PG&E Corporation:
|
[X] Large accelerated filer
|
[ ] Accelerated filer
|
||||||
[ ] Non-accelerated filer
|
[ ] Smaller reporting company
|
|||||||
Pacific Gas and Electric Company:
|
[ ] Large accelerated filer
|
[ ] Accelerated filer
|
||||||
[X] Non-accelerated filer
|
[ ] Smaller reporting company
|
|||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
|
||||||||
PG&E Corporation:
|
[ ] Yes [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 22, 2014:
|
||||||||
PG&E Corporation:
|
464,756,373
|
|||||||
Pacific Gas and Electric Company:
|
264,374,809
|
PAGE
|
||||
GLOSSARY | ii | |||
1
|
||||
PG&E Corporation
|
||||
1
|
||||
2
|
||||
3
|
||||
5
|
||||
Pacific Gas and Electric Company
|
||||
6
|
||||
7
|
||||
8
|
||||
10
|
||||
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
||||
11
|
||||
12
|
||||
14
|
||||
15
|
||||
16
|
||||
16
|
||||
17
|
||||
20
|
||||
25
|
||||
26
|
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30
|
||||
32
|
||||
35
|
||||
39
|
||||
42
|
||||
43
|
||||
Contractual Commitments | 43 | |||
43
|
||||
43
|
||||
43
|
||||
Cautionary Language Regarding Forward-Looking Statements | 44 | |||
46
|
||||
46
|
||||
47
|
||||
49
|
||||
50
|
||||
50
|
||||
51
|
||||
52
|
PG&E Corporation's and Pacific Gas and Electric Company's combined Annual Report on Form 10-K for the year ended December 31, 2013
|
|
AFUDC
|
allowance for funds used during construction
|
ALJ
|
administrative law judge
|
CAISO
|
California Independent System Operator
|
CPUC
|
California Public Utilities Commission
|
CRRs
|
congestion revenue rights
|
EPS
|
earnings per common share
|
FERC
|
Federal Energy Regulatory Commission
|
GAAP
|
generally accepted accounting principles
|
GHG
|
greenhouse gas
|
GRC
|
general rate case
|
GT&S
|
gas transmission and storage
|
IRS
|
Internal Revenue Service
|
NEIL
|
Nuclear Electric Insurance Limited
|
NRC
|
Nuclear Regulatory Commission
|
ORA
|
Office of Ratepayer Advocates
|
PSEP
|
pipeline safety enhancement plan
|
SEC
|
U.S. Securities and Exchange Commission
|
SED
|
Safety and Enforcement Division of the CPUC, formerly known as the Consumer Protection and Safety Division or the CPSD
|
TURN
|
The Utility Reform Network
|
Utility
|
Pacific Gas and Electric Company
|
VIE(s)
|
variable interest entity(ies)
|
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
(in millions, except per share amounts)
|
2014
|
2013
|
||||||
Operating Revenues
|
||||||||
Electric
|
$ | 3,001 | $ | 2,799 | ||||
Natural gas
|
890 | 873 | ||||||
Total operating revenues
|
3,891 | 3,672 | ||||||
Operating Expenses
|
||||||||
Cost of electricity
|
1,210 | 983 | ||||||
Cost of natural gas
|
360 | 346 | ||||||
Operating and maintenance
|
1,299 | 1,338 | ||||||
Depreciation, amortization, and decommissioning
|
538 | 503 | ||||||
Total operating expenses
|
3,407 | 3,170 | ||||||
Operating Income
|
484 | 502 | ||||||
Interest income
|
3 | 2 | ||||||
Interest expense
|
(185 | ) | (176 | ) | ||||
Other income, net
|
19 | 28 | ||||||
Income Before Income Taxes
|
321 | 356 | ||||||
Income tax provision
|
91 | 114 | ||||||
Net Income
|
230 | 242 | ||||||
Preferred stock dividend requirement of subsidiary
|
3 | 3 | ||||||
Income Available for Common Shareholders
|
$ | 227 | $ | 239 | ||||
Weighted Average Common Shares Outstanding, Basic
|
459 | 434 | ||||||
Weighted Average Common Shares Outstanding, Diluted
|
460 | 435 | ||||||
Net Earnings Per Common Share, Basic
|
$ | 0.49 | $ | 0.55 | ||||
Net Earnings Per Common Share, Diluted
|
$ | 0.49 | $ | 0.55 | ||||
Dividends Declared Per Common Share
|
$ | 0.46 | $ | 0.46 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Net Income
|
$ | 230 | $ | 242 | ||||
Other Comprehensive Income
|
||||||||
Pension and other postretirement benefit plans obligations (net of taxes of
|
||||||||
$0 and $3, at respective dates)
|
- | 4 | ||||||
Gain on investments (net of taxes of $4, at respective dates)
|
5 | 6 | ||||||
Total other comprehensive income
|
5 | 10 | ||||||
Comprehensive Income
|
235 | 252 | ||||||
Preferred stock dividend requirement of subsidiary
|
3 | 3 | ||||||
Comprehensive Income Attributable to Common Shareholders
|
$ | 232 | $ | 249 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Balance At
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 108 | $ | 296 | ||||
Restricted cash
|
299 | 301 | ||||||
Accounts receivable:
|
||||||||
Customers (net of allowance for doubtful accounts of $76 and $80
|
||||||||
at respective dates)
|
877 | 1,091 | ||||||
Accrued unbilled revenue
|
638 | 766 | ||||||
Regulatory balancing accounts
|
1,707 | 1,124 | ||||||
Other
|
323 | 312 | ||||||
Regulatory assets
|
418 | 448 | ||||||
Inventories:
|
||||||||
Gas stored underground and fuel oil
|
78 | 137 | ||||||
Materials and supplies
|
314 | 317 | ||||||
Income taxes receivable
|
602 | 574 | ||||||
Other
|
528 | 611 | ||||||
Total current assets
|
5,892 | 5,977 | ||||||
Property, Plant, and Equipment
|
||||||||
Electric
|
43,402 | 42,881 | ||||||
Gas
|
14,734 | 14,379 | ||||||
Construction work in progress
|
1,888 | 1,834 | ||||||
Other
|
2 | 2 | ||||||
Total property, plant, and equipment
|
60,026 | 59,096 | ||||||
Accumulated depreciation
|
(18,209 | ) | (17,844 | ) | ||||
Net property, plant, and equipment
|
41,817 | 41,252 | ||||||
Other Noncurrent Assets
|
||||||||
Regulatory assets
|
4,823 | 4,913 | ||||||
Nuclear decommissioning trusts
|
2,351 | 2,342 | ||||||
Income taxes receivable
|
87 | 85 | ||||||
Other
|
1,017 | 1,036 | ||||||
Total other noncurrent assets
|
8,278 | 8,376 | ||||||
TOTAL ASSETS
|
$ | 55,987 | $ | 55,605 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Balance At
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions, except share amounts)
|
2014
|
2013
|
||||||
LIABILITIES AND EQUITY
|
||||||||
Current Liabilities
|
||||||||
Short-term borrowings
|
$ | 930 | $ | 1,174 | ||||
Long-term debt, classified as current
|
- | 889 | ||||||
Accounts payable:
|
||||||||
Trade creditors
|
1,072 | 1,293 | ||||||
Disputed claims and customer refunds
|
154 | 154 | ||||||
Regulatory balancing accounts
|
1,031 | 1,008 | ||||||
Other
|
572 | 471 | ||||||
Interest payable
|
862 | 892 | ||||||
Other
|
1,526 | 1,612 | ||||||
Total current liabilities
|
6,147 | 7,493 | ||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
13,965 | 12,717 | ||||||
Regulatory liabilities
|
5,804 | 5,660 | ||||||
Pension and other postretirement benefits
|
1,592 | 1,601 | ||||||
Asset retirement obligations
|
3,540 | 3,539 | ||||||
Deferred income taxes
|
7,838 | 7,823 | ||||||
Other
|
2,169 | 2,178 | ||||||
Total noncurrent liabilities
|
34,908 | 33,518 | ||||||
Commitments and Contingencies (Note 10)
|
||||||||
Equity
|
||||||||
Shareholders' Equity
|
||||||||
Common stock, no par value, authorized 800,000,000 shares,
|
||||||||
464,263,173 and 456,670,424 shares outstanding at respective dates
|
9,869 | 9,550 | ||||||
Reinvested earnings
|
4,756 | 4,742 | ||||||
Accumulated other comprehensive income
|
55 | 50 | ||||||
Total shareholders' equity
|
14,680 | 14,342 | ||||||
Noncontrolling Interest - Preferred Stock of Subsidiary
|
252 | 252 | ||||||
Total equity
|
14,932 | 14,594 | ||||||
TOTAL LIABILITIES AND EQUITY
|
$ | 55,987 | $ | 55,605 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net income
|
$ | 230 | $ | 242 | ||||
Adjustments to reconcile net income to net cash provided by
|
||||||||
operating activities:
|
||||||||
Depreciation, amortization, and decommissioning
|
538 | 503 | ||||||
Allowance for equity funds used during construction
|
(22 | ) | (26 | ) | ||||
Deferred income taxes and tax credits, net
|
15 | 166 | ||||||
Other
|
56 | 57 | ||||||
Effect of changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
321 | 209 | ||||||
Inventories
|
62 | 55 | ||||||
Accounts payable
|
31 | (56 | ) | |||||
Income taxes receivable/payable
|
(28 | ) | 49 | |||||
Other current assets and liabilities
|
(37 | ) | (242 | ) | ||||
Regulatory assets, liabilities, and balancing accounts, net
|
(376 | ) | (133 | ) | ||||
Other noncurrent assets and liabilities
|
(19 | ) | 45 | |||||
Net cash provided by operating activities
|
771 | 869 | ||||||
Cash Flows from Investing Activities
|
||||||||
Capital expenditures
|
(1,197 | ) | (1,249 | ) | ||||
Decrease in restricted cash
|
2 | 26 | ||||||
Proceeds from sales and maturities of nuclear decommissioning
|
||||||||
trust investments
|
530 | 363 | ||||||
Purchases of nuclear decommissioning trust investments
|
(536 | ) | (364 | ) | ||||
Other
|
12 | 17 | ||||||
Net cash used in investing activities
|
(1,189 | ) | (1,207 | ) | ||||
Cash Flows from Financing Activities
|
||||||||
Repayments under revolving credit facilities
|
(260 | ) | - | |||||
Net issuances (repayments) of commercial paper, net of discount of $1 in 2014
|
15 | (2 | ) | |||||
Proceeds from issuance of long-term debt, net of premium, discount, and issuance
|
||||||||
costs of $13 in 2014
|
1,237 | - | ||||||
Repayments of long-term debt
|
(889 | ) | - | |||||
Common stock issued
|
302 | 426 | ||||||
Common stock dividends paid
|
(202 | ) | (191 | ) | ||||
Other
|
27 | (18 | ) | |||||
Net cash provided by financing activities
|
230 | 215 | ||||||
Net change in cash and cash equivalents
|
(188 | ) | (123 | ) | ||||
Cash and cash equivalents at January 1
|
296 | 401 | ||||||
Cash and cash equivalents at March 31
|
$ | 108 | $ | 278 | ||||
Supplemental disclosures of cash flow information
|
||||||||
Cash received (paid) for:
|
||||||||
Interest, net of amounts capitalized
|
$ | (199 | ) | $ | (197 | ) | ||
Income taxes, net
|
1 | 36 | ||||||
Supplemental disclosures of noncash investing and financing activities
|
||||||||
Common stock dividends declared but not yet paid
|
$ | 213 | $ | 201 | ||||
Capital expenditures financed through accounts payable
|
171 | 257 | ||||||
Noncash common stock issuances
|
5 | 6 | ||||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Three Months Ended
|
||||||||
March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Operating Revenues
|
||||||||
Electric
|
$ | 3,000 | $ | 2,798 | ||||
Natural gas
|
890 | 873 | ||||||
Total operating revenues
|
3,890 | 3,671 | ||||||
Operating Expenses
|
||||||||
Cost of electricity
|
1,210 | 983 | ||||||
Cost of natural gas
|
360 | 346 | ||||||
Operating and maintenance
|
1,297 | 1,336 | ||||||
Depreciation, amortization, and decommissioning
|
538 | 503 | ||||||
Total operating expenses
|
3,405 | 3,168 | ||||||
Operating Income
|
485 | 503 | ||||||
Interest income
|
2 | 1 | ||||||
Interest expense
|
(179 | ) | (170 | ) | ||||
Other income, net
|
20 | 24 | ||||||
Income Before Income Taxes
|
328 | 358 | ||||||
Income tax provision
|
100 | 121 | ||||||
Net Income
|
228 | 237 | ||||||
Preferred stock dividend requirement
|
3 | 3 | ||||||
Income Available for Common Stock
|
$ | 225 | $ | 234 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Net Income
|
$ | 228 | $ | 237 | ||||
Other Comprehensive Income
|
||||||||
Pension and other postretirement benefit plans obligations (net of taxes of
|
||||||||
$0, and $2, at respective dates)
|
- | 5 | ||||||
Total other comprehensive income
|
- | 5 | ||||||
Comprehensive Income
|
$ | 228 | $ | 242 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Balance At
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
ASSETS
|
||||||||
Current Assets
|
||||||||
Cash and cash equivalents
|
$ | 68 | $ | 65 | ||||
Restricted cash
|
299 | 301 | ||||||
Accounts receivable:
|
||||||||
Customers (net of allowance for doubtful accounts of $76 and $80
|
||||||||
at respective dates)
|
877 | 1,091 | ||||||
Accrued unbilled revenue
|
638 | 766 | ||||||
Regulatory balancing accounts
|
1,707 | 1,124 | ||||||
Other
|
333 | 313 | ||||||
Regulatory assets
|
418 | 448 | ||||||
Inventories:
|
||||||||
Gas stored underground and fuel oil
|
78 | 137 | ||||||
Materials and supplies
|
314 | 317 | ||||||
Income taxes receivable
|
588 | 563 | ||||||
Other
|
363 | 523 | ||||||
Total current assets
|
5,683 | 5,648 | ||||||
Property, Plant, and Equipment
|
||||||||
Electric
|
43,402 | 42,881 | ||||||
Gas
|
14,734 | 14,379 | ||||||
Construction work in progress
|
1,888 | 1,834 | ||||||
Total property, plant, and equipment
|
60,024 | 59,094 | ||||||
Accumulated depreciation
|
(18,208 | ) | (17,843 | ) | ||||
Net property, plant, and equipment
|
41,816 | 41,251 | ||||||
Other Noncurrent Assets
|
||||||||
Regulatory assets
|
4,823 | 4,913 | ||||||
Nuclear decommissioning trusts
|
2,351 | 2,342 | ||||||
Income taxes receivable
|
82 | 81 | ||||||
Other
|
831 | 814 | ||||||
Total other noncurrent assets
|
8,087 | 8,150 | ||||||
TOTAL ASSETS
|
$ | 55,586 | $ | 55,049 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Balance At
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions, except share amounts)
|
2014
|
2013
|
||||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current Liabilities
|
||||||||
Short-term borrowings
|
$ | 882 | $ | 914 | ||||
Long-term debt, classified as current
|
- | 539 | ||||||
Accounts payable:
|
||||||||
Trade creditors
|
1,072 | 1,293 | ||||||
Disputed claims and customer refunds
|
154 | 154 | ||||||
Regulatory balancing accounts
|
1,031 | 1,008 | ||||||
Other
|
555 | 432 | ||||||
Interest payable
|
861 | 887 | ||||||
Other
|
1,272 | 1,382 | ||||||
Total current liabilities
|
5,827 | 6,609 | ||||||
Noncurrent Liabilities
|
||||||||
Long-term debt
|
13,616 | 12,717 | ||||||
Regulatory liabilities
|
5,804 | 5,660 | ||||||
Pension and other postretirement benefits
|
1,520 | 1,530 | ||||||
Asset retirement obligations
|
3,540 | 3,539 | ||||||
Deferred income taxes
|
8,023 | 8,042 | ||||||
Other
|
2,124 | 2,111 | ||||||
Total noncurrent liabilities
|
34,627 | 33,599 | ||||||
Commitments and Contingencies (Note 10)
|
||||||||
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
|
6,066 | 5,821 | ||||||
Reinvested earnings
|
7,473 | 7,427 | ||||||
Accumulated other comprehensive income
|
13 | 13 | ||||||
Total shareholders' equity
|
15,132 | 14,841 | ||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY
|
$ | 55,586 | $ | 55,049 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Cash Flows from Operating Activities
|
||||||||
Net income
|
$ | 228 | $ | 237 | ||||
Adjustments to reconcile net income to net cash provided by
|
||||||||
operating activities:
|
||||||||
Depreciation, amortization, and decommissioning
|
538 | 503 | ||||||
Allowance for equity funds used during construction
|
(22 | ) | (26 | ) | ||||
Deferred income taxes and tax credits, net
|
(19 | ) | 163 | |||||
Other
|
39 | 37 | ||||||
Effect of changes in operating assets and liabilities:
|
||||||||
Accounts receivable
|
312 | 203 | ||||||
Inventories
|
62 | 55 | ||||||
Accounts payable
|
53 | 2 | ||||||
Income taxes receivable/payable
|
(25 | ) | 51 | |||||
Other current assets and liabilities
|
26 | (230 | ) | |||||
Regulatory assets, liabilities, and balancing accounts, net
|
(376 | ) | (133 | ) | ||||
Other noncurrent assets and liabilities
|
(37 | ) | 45 | |||||
Net cash provided by operating activities
|
779 | 907 | ||||||
Cash Flows from Investing Activities
|
||||||||
Capital expenditures
|
(1,197 | ) | (1,249 | ) | ||||
Decrease in restricted cash
|
2 | 26 | ||||||
Proceeds from sales and maturities of nuclear decommissioning
|
||||||||
trust investments
|
530 | 363 | ||||||
Purchases of nuclear decommissioning trust investments
|
(536 | ) | (364 | ) | ||||
Other
|
9 | 5 | ||||||
Net cash used in investing activities
|
(1,192 | ) | (1,219 | ) | ||||
Cash Flows from Financing Activities
|
||||||||
Net repayments of commercial paper, net of discount of $1 in 2014
|
(33 | ) | (2 | ) | ||||
Proceeds from issuance of long-term debt, net of premium, discount, and issuance
|
||||||||
costs of $10 in 2014
|
890 | - | ||||||
Repayments of long-term debt
|
(539 | ) | - | |||||
Preferred stock dividends paid
|
(3 | ) | (3 | ) | ||||
Common stock dividends paid
|
(179 | ) | (179 | ) | ||||
Equity contribution
|
250 | 370 | ||||||
Other
|
30 | (15 | ) | |||||
Net cash provided by financing activities
|
416 | 171 | ||||||
Net change in cash and cash equivalents
|
3 | (141 | ) | |||||
Cash and cash equivalents at January 1
|
65 | 194 | ||||||
Cash and cash equivalents at March 31
|
$ | 68 | $ | 53 | ||||
Supplemental disclosures of cash flow information
|
||||||||
Cash received (paid) for:
|
||||||||
Interest, net of amounts capitalized
|
$ | (188 | ) | $ | (197 | ) | ||
Income taxes, net
|
1 | 36 | ||||||
Supplemental disclosures of noncash investing and financing activities
|
||||||||
Capital expenditures financed through accounts payable
|
$ | 171 | $ | 257 | ||||
See accompanying Notes to the Condensed Consolidated Financial Statements.
|
Pension Benefits
|
Other Benefits
|
|||||||||||||||
Three Months Ended March 31,
|
||||||||||||||||
(in millions)
|
2014
|
2013
|
2014
|
2013
|
||||||||||||
Service cost for benefits earned
|
$ | 99 | $ | 115 | $ | 11 | $ | 13 | ||||||||
Interest cost
|
173 | 156 | 19 | 19 | ||||||||||||
Expected return on plan assets
|
(202 | ) | (162 | ) | (26 | ) | (20 | ) | ||||||||
Amortization of prior service cost
|
5 | 5 | 6 | 6 | ||||||||||||
Amortization of net actuarial loss
|
- | 27 | - | 1 | ||||||||||||
Net periodic benefit cost
|
75 | 141 | 10 | 19 | ||||||||||||
Less: transfer to regulatory account (1)
|
9 | (57 | ) | - | - | |||||||||||
Total
|
$ | 84 | $ | 84 | $ | 10 | $ | 19 | ||||||||
Pension
|
Other
|
Other
|
||||||||||||||
Benefits
|
Benefits
|
Investments
|
Total
|
|||||||||||||
(in millions, net of income tax)
|
Three Months Ended March 31, 2014
|
|||||||||||||||
Beginning balance
|
$ | (7 | ) | $ | 15 | $ | 42 | $ | 50 | |||||||
Other comprehensive income before reclassifications:
|
||||||||||||||||
Gain on investments (net of taxes of $0, $0, and $4,
|
||||||||||||||||
respectively)
|
- | - | 5 | 5 | ||||||||||||
Amounts reclassified from other comprehensive income: (1)
|
||||||||||||||||
Amortization of prior service cost (net of taxes of
|
||||||||||||||||
$2, $2, and $0, respectively)
|
3 | 4 | - | 7 | ||||||||||||
Transfer to regulatory account (net of taxes of
|
||||||||||||||||
$2, $2, and $0, respectively)
|
(3 | ) | (4 | ) | - | (7 | ) | |||||||||
Net current period other comprehensive income
|
- | - | 5 | 5 | ||||||||||||
Ending balance
|
$ | (7 | ) | $ | 15 | $ | 47 | $ | 55 | |||||||
Pension
|
Other
|
Other
|
||||||||||||||
Benefits
|
Benefits
|
Investments
|
Total
|
|||||||||||||
(in millions, net of income tax)
|
Three Months Ended March 31, 2013
|
|||||||||||||||
Beginning balance
|
$ | (28 | ) | $ | (77 | ) | $ | 4 | $ | (101 | ) | |||||
Other comprehensive income before reclassifications:
|
||||||||||||||||
Gain on investments (net of taxes of $0, $0, and $4,
|
||||||||||||||||
respectively)
|
- | - | 6 | 6 | ||||||||||||
Amounts reclassified from other comprehensive income: (1)
|
||||||||||||||||
Amortization of prior service cost (net of taxes of
|
||||||||||||||||
$2, $3, and $0, respectively)
|
3 | 3 | - | 6 | ||||||||||||
Amortization of net actuarial loss (net of taxes of
|
||||||||||||||||
$11, $0, and $0, respectively)
|
16 | 1 | - | 17 | ||||||||||||
Transfer to regulatory account (net of taxes of
|
||||||||||||||||
$13, $0, and $0, respectively)
|
(19 | ) | - | - | (19 | ) | ||||||||||
Net current period other comprehensive income
|
- | 4 | 6 | 10 | ||||||||||||
Ending balance
|
$ | (28 | ) | $ | (73 | ) | $ | 10 | $ | (91 | ) | |||||
Balance at
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
Pension benefits
|
$ | 1,429 | $ | 1,444 | ||||
Deferred income taxes
|
1,883 | 1,835 | ||||||
Utility retained generation
|
491 | 503 | ||||||
Environmental compliance costs
|
582 | 628 | ||||||
Price risk management
|
96 | 106 | ||||||
Electromechanical meters
|
119 | 135 | ||||||
Unamortized loss, net of gain, on reacquired debt
|
129 | 135 | ||||||
Other
|
94 | 127 | ||||||
Total long-term regulatory assets
|
$ | 4,823 | $ | 4,913 |
Balance at
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
Cost of removal obligations
|
$ | 3,920 | $ | 3,844 | ||||
Recoveries in excess of AROs
|
717 | 748 | ||||||
Public purpose programs
|
648 | 587 | ||||||
Other
|
519 | 481 | ||||||
Total long-term regulatory liabilities
|
$ | 5,804 | $ | 5,660 |
Receivable
|
||||||||
Balance at
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
Electric distribution
|
$ | 415 | $ | 102 | ||||
Utility generation
|
312 | 57 | ||||||
Gas distribution
|
41 | 70 | ||||||
Energy procurement
|
491 | 410 | ||||||
Public purpose programs
|
88 | 56 | ||||||
Other
|
360 | 429 | ||||||
Total regulatory balancing accounts receivable
|
$ | 1,707 | $ | 1,124 |
Payable
|
||||||||
Balance at
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
Energy procurement
|
$ | 371 | $ | 298 | ||||
Public purpose programs
|
173 | 171 | ||||||
Other
|
487 | 539 | ||||||
Total regulatory balancing accounts payable
|
$ | 1,031 | $ | 1,008 |
Letters of
|
|||||||||||||||||||
Termination
|
Facility
|
Credit
|
Commercial
|
Facility
|
|||||||||||||||
(in millions)
|
Date
|
Limit
|
Outstanding
|
Borrowings
|
Paper
|
Availability
|
|||||||||||||
PG&E Corporation
|
April 2019
|
$
|
300
|
(1)
|
$
|
-
|
$
|
-
|
$
|
48
|
(3)
|
$
|
252
|
(3)
|
|||||
Utility
|
April 2019
|
3,000
|
(2)
|
79
|
-
|
882
|
(3)
|
2,039
|
(3)
|
||||||||||
Total revolving
|
|||||||||||||||||||
credit facilities
|
$
|
3,300
|
$
|
79
|
$
|
-
|
$
|
930
|
$
|
2,291
|
|||||||||
PG&E Corporation
|
Utility
|
|||||||
Total
|
Total
|
|||||||
(in millions)
|
Equity
|
Shareholders' Equity
|
||||||
Balance at December 31, 2013
|
$ | 14,594 | $ | 14,841 | ||||
Comprehensive income
|
235 | 228 | ||||||
Equity contributions
|
- | 250 | ||||||
Common stock issued
|
307 | - | ||||||
Share-based compensation
|
12 | (5 | ) | |||||
Common stock dividends declared
|
(213 | ) | (179 | ) | ||||
Preferred stock dividend requirement
|
- | (3 | ) | |||||
Preferred stock dividend requirement of subsidiary
|
(3 | ) | - | |||||
Balance at March 31, 2014
|
$ | 14,932 | $ | 15,132 | ||||
·
|
3 million shares were issued for cash proceeds of $79 million under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-based compensation plans; and
|
·
|
5 million shares were sold for cash proceeds of $223 million, net of commissions paid of $2 million, under the February 2014 equity distribution agreement.
|
Three Months Ended March 31,
|
||||||||
(in millions, except per share amounts)
|
2014
|
2013
|
||||||
Income available for common shareholders
|
$ | 227 | $ | 239 | ||||
Weighted average common shares outstanding, basic
|
459 | 434 | ||||||
Add incremental shares from assumed conversions:
|
||||||||
Employee share-based compensation
|
1 | 1 | ||||||
Weighted average common shares outstanding, diluted
|
460 | 435 | ||||||
Total earnings per common share, diluted
|
$ | 0.49 | $ | 0.55 |
Contract Volume (1)
|
|||||||||||||||||
1 Year or
|
3 Years or
|
||||||||||||||||
Greater but
|
Greater but
|
||||||||||||||||
Less Than 1
|
Less Than 3
|
Less Than 5
|
5 Years or
|
||||||||||||||
Underlying Product
|
Instruments
|
Year
|
Years
|
Years
|
Greater (2)
|
||||||||||||
Natural Gas (3)
|
Forwards and
|
||||||||||||||||
(MMBtus (4))
|
Swaps
|
243,602,622 | 76,235,312 | 7,640,000 | - | ||||||||||||
Options
|
140,209,906 | 62,803,770 | 2,550,000 | - | |||||||||||||
Electricity
|
Forwards and
|
||||||||||||||||
(Megawatt-hours)
|
Swaps
|
2,132,784 | 1,956,498 | 1,871,208 | 1,394,250 | ||||||||||||
Congestion
|
|||||||||||||||||
Revenue Rights
|
65,730,617 | 83,761,019 | 57,617,664 | 27,407,793 | |||||||||||||
Contract Volume (1)
|
|||||||||||||||||
1 Year or
|
3 Years or
|
||||||||||||||||
Greater but
|
Greater but
|
||||||||||||||||
Less Than 1
|
Less Than 3
|
Less Than 5
|
5 Years or
|
||||||||||||||
Underlying Product
|
Instruments
|
Year
|
Years
|
Years
|
Greater (2)
|
||||||||||||
Natural Gas (3)
|
Forwards and
|
||||||||||||||||
(MMBtus (4))
|
Swaps
|
243,213,288 | 79,735,000 | 8,892,500 | - | ||||||||||||
Options
|
169,123,208 | 87,689,708 | 3,450,000 | - | |||||||||||||
Electricity
|
Forwards and
|
||||||||||||||||
(Megawatt-hours)
|
Swaps
|
2,537,023 | 2,009,505 | 2,008,046 | 1,534,695 | ||||||||||||
Congestion
|
|||||||||||||||||
Revenue Rights
|
73,510,440 | 83,747,782 | 63,718,517 | 29,945,852 | |||||||||||||
Commodity Risk
|
||||||||||||||||
Gross Derivative
|
Total Derivative
|
|||||||||||||||
(in millions)
|
Balance
|
Netting
|
Cash Collateral
|
Balance
|
||||||||||||
Current assets – other
|
$ | 65 | $ | (11 | ) | $ | 10 | $ | 64 | |||||||
Other noncurrent assets – other
|
92 | (4 | ) | - | 88 | |||||||||||
Current liabilities – other
|
(90 | ) | 11 | 34 | (45 | ) | ||||||||||
Noncurrent liabilities – other
|
(100 | ) | 4 | - | (96 | ) | ||||||||||
Total commodity risk
|
$ | (33 | ) | $ | - | $ | 44 | $ | 11 |
Commodity Risk
|
||||||||||||||||
Gross Derivative
|
Total Derivative
|
|||||||||||||||
(in millions)
|
Balance
|
Netting
|
Cash Collateral
|
Balance
|
||||||||||||
Current assets – other
|
$ | 42 | $ | (10 | ) | $ | 16 | $ | 48 | |||||||
Other noncurrent assets – other
|
99 | (4 | ) | - | 95 | |||||||||||
Current liabilities – other
|
(122 | ) | 10 | 69 | (43 | ) | ||||||||||
Noncurrent liabilities – other
|
(110 | ) | 4 | 2 | (104 | ) | ||||||||||
Total commodity risk
|
$ | (91 | ) | $ | - | $ | 87 | $ | (4 | ) |
Commodity Risk
|
||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Net unrealized gain - regulatory assets and liabilities (1)
|
$ | 58 | $ | 98 | ||||
Realized loss - cost of electricity (2)
|
(18 | ) | (48 | ) | ||||
Realized loss - cost of natural gas (2)
|
- | (8 | ) | |||||
Total commodity risk
|
$ | 40 | $ | 42 | ||||
Balance at
|
||||||||
March 31,
|
December 31,
|
|||||||
(in millions)
|
2014
|
2013
|
||||||
Derivatives in a liability position with credit risk-related
|
||||||||
contingencies that are not fully collateralized
|
$ | (63 | ) | $ | (79 | ) | ||
Related derivatives in an asset position
|
6 | 4 | ||||||
Collateral posting in the normal course of business related to
|
||||||||
these derivatives
|
44 | 65 | ||||||
Net position of derivative contracts/additional collateral
|
||||||||
posting requirements (1)
|
$ | (13 | ) | $ | (10 | ) | ||
·
|
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
|
||||||||||||||||||||
At March 31, 2014
|
||||||||||||||||||||
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Netting (1)
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Money market investments
|
$ | 46 | $ | - | $ | - | $ | - | $ | 46 | ||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||||||
Money market investments
|
31 | - | - | - | 31 | |||||||||||||||
U.S. equity securities
|
1,087 | 12 | - | - | 1,099 | |||||||||||||||
Non-U.S. equity securities
|
439 | 1 | - | - | 440 | |||||||||||||||
U.S. government and agency securities
|
741 | 166 | - | - | 907 | |||||||||||||||
Municipal securities
|
- | 40 | - | - | 40 | |||||||||||||||
Other fixed-income securities
|
- | 171 | - | - | 171 | |||||||||||||||
Total nuclear decommissioning trusts (2)
|
2,298 | 390 | - | - | 2,688 | |||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 7)
|
||||||||||||||||||||
Electricity
|
6 | 38 | 104 | (5 | ) | 143 | ||||||||||||||
Gas
|
- | 9 | - | - | 9 | |||||||||||||||
Total price risk management instruments
|
6 | 47 | 104 | (5 | ) | 152 | ||||||||||||||
Rabbi trusts
|
||||||||||||||||||||
Fixed-income securities
|
- | 40 | - | - | 40 | |||||||||||||||
Life insurance contracts
|
- | 71 | - | - | 71 | |||||||||||||||
Total rabbi trusts
|
- | 111 | - | - | 111 | |||||||||||||||
Long-term disability trust
|
||||||||||||||||||||
Money market investments
|
6 | - | - | - | 6 | |||||||||||||||
U.S. equity securities
|
- | 12 | - | - | 12 | |||||||||||||||
Non-U.S. equity securities
|
- | 11 | - | - | 11 | |||||||||||||||
Fixed-income securities
|
- | 120 | - | - | 120 | |||||||||||||||
Total long-term disability trust
|
6 | 143 | - | - | 149 | |||||||||||||||
Other investments
|
93 | - | - | - | 93 | |||||||||||||||
Total assets
|
$ | 2,449 | $ | 691 | $ | 104 | $ | (5 | ) | $ | 3,239 | |||||||||
Liabilities:
|
||||||||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 7)
|
||||||||||||||||||||
Electricity
|
$ | 12 | $ | 49 | $ | 126 | $ | (49 | ) | $ | 138 | |||||||||
Gas
|
- | 3 | - | - | 3 | |||||||||||||||
Total liabilities
|
$ | 12 | $ | 52 | $ | 126 | $ | (49 | ) | $ | 141 | |||||||||
Fair Value Measurements
|
||||||||||||||||||||
At December 31, 2013
|
||||||||||||||||||||
(in millions)
|
Level 1
|
Level 2
|
Level 3
|
Netting (1)
|
Total
|
|||||||||||||||
Assets:
|
||||||||||||||||||||
Money market investments
|
$ | 226 | $ | - | $ | - | $ | - | $ | 226 | ||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||||||
Money market investments
|
38 | - | - | - | 38 | |||||||||||||||
U.S. equity securities
|
1,046 | 11 | - | - | 1,057 | |||||||||||||||
Non-U.S. equity securities
|
457 | - | - | - | 457 | |||||||||||||||
U.S. government and agency securities
|
760 | 156 | - | - | 916 | |||||||||||||||
Municipal securities
|
- | 25 | - | - | 25 | |||||||||||||||
Other fixed-income securities
|
- | 162 | - | - | 162 | |||||||||||||||
Total nuclear decommissioning trusts (2)
|
2,301 | 354 | - | - | 2,655 | |||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 7)
|
||||||||||||||||||||
Electricity
|
2 | 27 | 107 | 3 | 139 | |||||||||||||||
Gas
|
- | 5 | - | (1 | ) | 4 | ||||||||||||||
Total price risk management instruments
|
2 | 32 | 107 | 2 | 143 | |||||||||||||||
Rabbi trusts
|
||||||||||||||||||||
Fixed-income securities
|
- | 39 | - | - | 39 | |||||||||||||||
Life insurance contracts
|
- | 70 | - | - | 70 | |||||||||||||||
Total rabbi trusts
|
- | 109 | - | - | 109 | |||||||||||||||
Long-term disability trust
|
||||||||||||||||||||
Money market investments
|
9 | - | - | - | 9 | |||||||||||||||
U.S. equity securities
|
- | 14 | - | - | 14 | |||||||||||||||
Non-U.S. equity securities
|
- | 12 | - | - | 12 | |||||||||||||||
Fixed-income securities
|
- | 122 | - | - | 122 | |||||||||||||||
Total long-term disability trust
|
9 | 148 | - | - | 157 | |||||||||||||||
Other investments
|
84 | - | - | - | 84 | |||||||||||||||
Total assets
|
$ | 2,622 | $ | 643 | $ | 107 | $ | 2 | $ | 3,374 | ||||||||||
Liabilities:
|
||||||||||||||||||||
Price risk management instruments
|
||||||||||||||||||||
(Note 7)
|
||||||||||||||||||||
Electricity
|
$ | 19 | $ | 72 | $ | 137 | $ | (84 | ) | $ | 144 | |||||||||
Gas
|
1 | 3 | - | (1 | ) | 3 | ||||||||||||||
Total liabilities
|
$ | 20 | $ | 75 | $ | 137 | $ | (85 | ) | $ | 147 | |||||||||
Fair Value at
|
||||||||||||||
(in millions)
|
March 31, 2014
|
|||||||||||||
Fair Value Measurement
|
Assets
|
Liabilities
|
Valuation Technique
|
Unobservable Input
|
Range (1)
|
|||||||||
Congestion revenue rights
|
$ | 104 | $ | 30 |
Market approach
|
CRR auction prices
|
$ | (6.47) - 12.04 | ||||||
Power purchase agreements
|
$ | - | $ | 96 |
Discounted cash flow
|
Forward prices
|
$ | 14.94 - 50.24 | ||||||
Fair Value at
|
||||||||||||||
(in millions)
|
December 31, 2013
|
|||||||||||||
Fair Value Measurement
|
Assets
|
Liabilities
|
Valuation Technique
|
Unobservable Input
|
Range (1)
|
|||||||||
Congestion revenue rights
|
$ | 107 | $ | 32 |
Market approach
|
CRR auction prices
|
$ | (6.47) - 12.04 | ||||||
Power purchase agreements
|
$ | - | $ | 105 |
Discounted cash flow
|
Forward prices
|
$ | 23.43 - 51.75 | ||||||
Price Risk Management Instruments
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Liability balance as of January 1
|
$ | (30 | ) | $ | (79 | ) | ||
Net realized and unrealized gains:
|
||||||||
Included in regulatory assets and liabilities or balancing accounts (1)
|
8 | 4 | ||||||
Liability balance as of March 31
|
$ | (22 | ) | $ | (75 | ) | ||
·
|
The fair values of cash, restricted 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, 2014 and December 31, 2013, as they are short-term in nature or have interest rates that reset daily.
|
·
|
The fair values of the Utility’s fixed-rate senior notes and fixed-rate pollution control bonds and PG&E Corporation’s fixed-rate senior notes were based on quoted market prices at March 31, 2014 and December 31, 2013.
|
At March 31, 2014
|
At December 31, 2013
|
|||||||||||||||
(in millions)
|
Carrying Amount
|
Level 2 Fair Value
|
Carrying Amount
|
Level 2 Fair Value
|
||||||||||||
PG&E Corporation
|
$ | 349 | $ | 347 | $ | 350 | $ | 354 | ||||||||
Utility
|
12,693 | 14,055 | 12,334 | 13,444 |
Total
|
Total
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Total Fair
|
|||||||||||||
(in millions)
|
Cost
|
Gains
|
Losses
|
Value
|
||||||||||||
As of March 31, 2014
|
||||||||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||
Money market investments
|
$ | 31 | $ | - | $ | - | $ | 31 | ||||||||
Equity securities
|
||||||||||||||||
U.S.
|
269 | 830 | - | 1,099 | ||||||||||||
Non-U.S.
|
251 | 191 | (2 | ) | 440 | |||||||||||
Debt securities
|
||||||||||||||||
U.S. government and agency securities
|
856 | 54 | (3 | ) | 907 | |||||||||||
Municipal securities
|
38 | 3 | (1 | ) | 40 | |||||||||||
Other fixed-income securities
|
171 | 1 | (1 | ) | 171 | |||||||||||
Total nuclear decommissioning trusts (1)
|
1,616 | 1,079 | (7 | ) | 2,688 | |||||||||||
Other investments
|
13 | 80 | - | 93 | ||||||||||||
Total
|
$ | 1,629 | $ | 1,159 | $ | (7 | ) | $ | 2,781 | |||||||
As of December 31, 2013
|
||||||||||||||||
Nuclear decommissioning trusts
|
||||||||||||||||
Money market investments
|
$ | 38 | $ | - | $ | - | $ | 38 | ||||||||
Equity securities
|
||||||||||||||||
U.S.
|
246 | 811 | - | 1,057 | ||||||||||||
Non-U.S.
|
215 | 242 | - | 457 | ||||||||||||
Debt securities
|
||||||||||||||||
U.S. government and agency securities
|
870 | 51 | (5 | ) | 916 | |||||||||||
Municipal securities
|
24 | 2 | (1 | ) | 25 | |||||||||||
Other fixed-income securities
|
163 | 1 | (2 | ) | 162 | |||||||||||
Total nuclear decommissioning trusts (1)
|
1,556 | 1,107 | (8 | ) | 2,655 | |||||||||||
Other investments
|
13 | 71 | - | 84 | ||||||||||||
Total
|
$ | 1,569 | $ | 1,178 | $ | (8 | ) | $ | 2,739 | |||||||
As of
|
||||
(in millions)
|
March 31, 2014
|
|||
Less than 1 year
|
$ | 36 | ||
1–5 years
|
499 | |||
5–10 years
|
228 | |||
More than 10 years
|
355 | |||
Total maturities of debt securities
|
$ | 1,118 |
Three Months Ended
|
||||||||
March 31, 2014
|
March 31, 2013
|
|||||||
(in millions)
|
||||||||
Proceeds from sales and maturities of nuclear decommissioning trust
|
||||||||
investments
|
$ | 530 | $ | 363 | ||||
Gross realized gains on sales of securities held as available-for-sale
|
56 | 12 | ||||||
Gross realized losses on sales of securities held as available-for-sale
|
(1 | ) | (1 | ) |
Balance at
|
||||||||
(in millions)
|
March 31, 2014
|
December 31, 2013
|
||||||
Topock natural gas compressor station (1)
|
$ | 266 | $ | 264 | ||||
Hinkley natural gas compressor station (1)
|
181 | 190 | ||||||
Former manufactured gas plant sites owned by the Utility or third parties
|
187 | 184 | ||||||
Utility-owned generation facilities (other than for fossil fuel-fired),
other facilities, and third-party disposal sites
|
159 | 160 | ||||||
Fossil fuel-fired generation facilities and sites
|
100 | 102 | ||||||
Total environmental remediation liability
|
$ | 893 | $ | 900 | ||||
EPS
|
||||||||
(in millions, except per share amounts)
|
Earnings
|
(Diluted)
|
||||||
Income Available for Common Shareholders - March 31, 2013
|
$ | 239 | $ | 0.55 | ||||
Natural gas matters (1)
|
13 | 0.03 | ||||||
Growth in rate base earnings (2)
|
5 | 0.01 | ||||||
Timing of 2014 GRC expense recovery (3)
|
(20 | ) | (0.04 | ) | ||||
Increase in shares outstanding (4)
|
- | (0.03 | ) | |||||
Other
|
(10 | ) | (0.03 | ) | ||||
Income Available for Common Shareholders - March 31, 2014
|
$ | 227 | $ | 0.49 | ||||
|
(1) Represents the decrease in expenses related to natural gas matters during the three months ended March 31, 2014 as compared to the same period in 2013. These amounts are not recoverable through rates. See “Operating and Maintenance” below.
|
|
(2) Represents the impact of the increase in rate base as authorized in various rate cases during the three months ended March 31, 2014 as compared to the same period in 2013. Amount does not include rate base growth in GRC, as the CPUC has not yet acted on the Utility’s 2014 GRC request.
|
|
(3) Represents additional capital-related expenses during the three months ended March 31, 2014 as compared to the same period in 2013, with no corresponding increase in revenue. The Utility’s 2014 GRC request to increase revenues is pending a CPUC decision. After a final decision is issued, the Utility will be authorized to collect any increase in revenue requirements from January 1, 2014.
|
|
(4) Represents the impact of a higher number of weighted average shares outstanding during the three months ended March 31, 2014 as compared to the same period in 2013. PG&E Corporation issues shares to fund its equity contributions to the Utility to maintain the Utility’s capital structure and fund operations, including unrecovered expenses related to natural gas matters.
|
·
|
The Timing and Outcome of Ratemaking Proceedings. The majority of the Utility’s revenue requirements for the next several years will be determined by the outcomes of the 2014 GRC and the 2015 GT&S rate case. In the 2014 GRC, the Utility is seeking an increase in its 2014 revenue requirements of $1.16 billion over the comparable revenues for 2013 that were previously authorized, as well as attrition increases for 2015 and 2016. The CPUC’s ORA has recommended that the CPUC approve a 2014 revenue requirement that is lower than the amount authorized for 2013. The CPUC has not yet acted on the Utility’s 2014 GRC. After a final decision is issued, the Utility will be authorized to collect any increase in revenue requirements from January 1, 2014. (See “2014 General Rate Case” below.) In the 2015 GT&S rate case, the Utility is seeking an increase in its 2015 revenue requirements of $555 million over the comparable revenues for 2014 that were previously authorized, as well as attrition increases for 2016 and 2017. (See “2015 Gas Transmission and Storage Rate Case” below.) The outcome of these ratemaking proceedings can be affected by many factors, including general economic conditions, the level of customer rates, regulatory policies, and political considerations.
|
·
|
The Ability of the Utility to Control Operating Costs and Capital Expenditures. Net income is negatively affected when the authorized revenues are not sufficient for the Utility to recover the costs it actually incurs to provide utility services. (See “Results of Operations – Utility Revenues and Costs That Impact Earnings” below.) The Utility forecasts that it will incur total pipeline-related expenses ranging from $350 million to $450 million in 2014 that will not be recoverable through rates. These amounts include costs to perform work under the Utility’s PSEP that were disallowed by the CPUC, as well as costs related to the Utility’s multi-year effort to identify and remove encroachments from transmission pipeline rights-of-way and other gas-related work, and legal and other expenses. The Utility could record additional charges for PSEP capital to the extent the Utility’s costs are higher than forecast or if additional costs are disallowed by the CPUC. (See “Disallowed Capital Costs” below.) In the 2014 GRC, the Utility requested cost recovery for amounts that it has been spending in excess of authorized revenues in its electric and gas distribution and electric generation businesses. Differences between the amount or timing of the Utility’s actual costs and forecasted or authorized amounts may affect the Utility’s ability to earn its authorized ROE.
|
·
|
The Outcome of Pending Investigations and Enforcement Matters. Three CPUC investigations are still pending against the Utility related to its natural gas operations and the San Bruno accident. The SED has recommended that the CPUC impose what the SED characterizes as a penalty of $2.25 billion on the Utility, consisting of a $300 million fine payable to the State General Fund and $1.95 billion of non-recoverable costs. If the SED’s penalty recommendation is adopted, the Utility estimates that its total unrecovered costs and fines related to natural gas transmission operations would be about $4.5 billion. (See “Pending CPUC Investigations” below.) In addition, fines may be imposed, or other regulatory or governmental enforcement action could be taken, with respect to the natural gas matters described under “Other Enforcement Matters” below. On April 1, 2014, the U.S. Attorney’s Office filed criminal charges against the Utility alleging that certain of its pipeline operating practices before the San Bruno accident constituted knowing and willful violations of the Pipeline Safety Act. The U.S. Attorney seeks fines totaling $6 million. (See “Criminal Indictment” and “Item 1.A. Risk Factors” below.)
|
·
|
The Amount and Timing of the Utility’s Financing Needs. PG&E Corporation contributes equity to the Utility as needed to maintain the Utility’s CPUC-authorized capital structure. Future financing needs will be affected by various factors, including the timing and amount of capital expenditures and operating expenses, the amount of costs related to natural gas matters that are not recoverable through rates, and other factors described in “Liquidity and Financial Resources” below. For the three months ended March 31, 2014, PG&E Corporation issued common stock of $302 million and made equity contributions to the Utility of $250 million. PG&E Corporation forecasts that it will continue issuing a material amount of equity in 2014, primarily to support the Utility’s capital expenditures and to fund unrecovered costs. Depending on the outcome of the pending investigations, PG&E Corporation may be required to issue additional common stock to fund its equity contributions as the Utility pays fines and incurs additional unrecoverable pipeline-related costs. These additional issuances could have a material dilutive effect on PG&E Corporation’s EPS. PG&E Corporation’s and the Utility’s ability to access the capital markets and the terms and rates of future financings could be affected by changes in their respective credit ratings, the outcome of the matters discussed under “Natural Gas Matters” below, general economic and market conditions, and other factors.
|
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Consolidated Total
|
$ | 227 | $ | 239 | ||||
PG&E Corporation
|
2 | 5 | ||||||
Utility
|
$ | 225 | $ | 234 |
Three Months Ended March 31, 2014
|
Three Months Ended March 31, 2013
|
|||||||||||||||||||||||
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
|
$ | 1,589 | $ | 1,411 | $ | 3,000 | $ | 1,588 | $ | 1,210 | $ | 2,798 | ||||||||||||
Natural gas operating revenues
|
471 | 419 | 890 | 442 | 431 | 873 | ||||||||||||||||||
Total operating revenues
|
2,060 | 1,830 | 3,890 | 2,030 | 1,641 | 3,671 | ||||||||||||||||||
Cost of electricity
|
- | 1,210 | 1,210 | - | 983 | 983 | ||||||||||||||||||
Cost of natural gas
|
- | 360 | 360 | - | 346 | 346 | ||||||||||||||||||
Operating and maintenance
|
1,037 | 260 | 1,297 | 1,024 | 312 | 1,336 | ||||||||||||||||||
Depreciation, amortization, and decommissioning
|
538 | - | 538 | 503 | - | 503 | ||||||||||||||||||
Total operating expenses
|
1,575 | 1,830 | 3,405 | 1,527 | 1,641 | 3,168 | ||||||||||||||||||
Operating income
|
$ | 485 | $ | - | $ | 485 | $ | 503 | $ | - | $ | 503 | ||||||||||||
Interest income (1)
|
2 | 1 | ||||||||||||||||||||||
Interest expense (1)
|
(179 | ) | (170 | ) | ||||||||||||||||||||
Other income, net (1)
|
20 | 24 | ||||||||||||||||||||||
Income before income taxes
|
328 | 358 | ||||||||||||||||||||||
Income tax provision (1)
|
100 | 121 | ||||||||||||||||||||||
Net income
|
228 | 237 | ||||||||||||||||||||||
Preferred stock dividend requirement (1)
|
3 | 3 | ||||||||||||||||||||||
Income Available for Common Stock
|
$ | 225 | $ | 234 | ||||||||||||||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Cost of purchased power
|
$ | 1,112 | $ | 910 | ||||
Fuel used in own generation facilities
|
98 | 73 | ||||||
Total cost of electricity
|
$ | 1,210 | $ | 983 | ||||
Average cost of purchased power per kWh
|
$ | 0.089 | $ | 0.084 | ||||
Total purchased power (in millions of kWh)
|
12,468 | 10,886 | ||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Cost of natural gas sold
|
$ | 324 | $ | 300 | ||||
Transportation cost of natural gas sold
|
36 | 46 | ||||||
Total cost of natural gas
|
$ | 360 | $ | 346 | ||||
Average cost per Mcf (1) of natural gas sold
|
$ | 4.15 | $ | 2.94 | ||||
Total natural gas sold (in millions of Mcf) (1)
|
78 | 102 | ||||||
(1) One thousand cubic feet
|
·
|
3 million shares were issued for cash proceeds of $79 million under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-based compensation plans; and
|
·
|
5 million shares were sold for cash proceeds of $223 million, net of commissions paid of $2 million, under the February 2014 equity distribution agreement.
|
Letters of
|
|||||||||||||||||||
Termination
|
Facility
|
Credit
|
Commercial
|
Facility
|
|||||||||||||||
Date
|
Limit
|
Outstanding
|
Borrowings
|
Paper
|
Availability
|
||||||||||||||
(in millions)
|
|||||||||||||||||||
PG&E Corporation
|
April 2019
|
$
|
300
|
(1)
|
$
|
-
|
$
|
-
|
$
|
48
|
(3)
|
$
|
252
|
(3)
|
|||||
Utility
|
April 2019
|
3,000
|
(2)
|
79
|
-
|
882
|
(3)
|
2,039
|
(3)
|
||||||||||
Total revolving
|
|||||||||||||||||||
credit facilities
|
$
|
3,300
|
$
|
79
|
$
|
-
|
$
|
930
|
$
|
2,291
|
|||||||||
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Net income
|
$ | 228 | $ | 237 | ||||
Adjustments to reconcile net income to net cash provided by operating
|
||||||||
activities:
|
||||||||
Depreciation, amortization, and decommissioning
|
538 | 503 | ||||||
Allowance for equity funds used during construction
|
(22 | ) | (26 | ) | ||||
Deferred income taxes and tax credits, net
|
(19 | ) | 163 | |||||
Other
|
39 | 37 | ||||||
Net effect of changes in operating assets and liabilities
|
15 | (7 | ) | |||||
Net cash provided by operating activities
|
$ | 779 | $ | 907 |
·
|
the timing and outcome of ratemaking proceedings, including the 2014 GRC and 2015 GT&S rate cases;
|
·
|
the timing and amount of tax payments, tax refunds, net collateral payments, and interest payments;
|
·
|
the timing and amount of insurance recoveries related to third-party claims (see “Natural Gas Matters” below);
|
·
|
the timing and amount of fines or penalties that may be imposed, as well as any costs associated with remedial actions the Utility may be required to implement (see “Natural Gas Matters” below);
|
·
|
the timing and amount of costs the Utility incurs, but does not recover, to improve the safety and reliability of its natural gas system (see “Operating and Maintenance” above and “Natural Gas Matters” below); and
|
·
|
the timing of the resolution of the Chapter 11 disputed claims and the amount of interest on these claims that the Utility will be required to pay (see Note 9 of the Notes to the Condensed Consolidated Financial Statements).
|
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Capital expenditures
|
$ | (1,197 | ) | $ | (1,249 | ) | ||
Decrease in restricted cash
|
2 | 26 | ||||||
Proceeds from sales and maturities of nuclear decommissioning trust investments
|
530 | 363 | ||||||
Purchases of nuclear decommissioning trust investments
|
(536 | ) | (364 | ) | ||||
Other
|
9 | 5 | ||||||
Net cash used in investing activities
|
$ | (1,192 | ) | $ | (1,219 | ) |
Three Months Ended March 31,
|
||||||||
(in millions)
|
2014
|
2013
|
||||||
Net repayments of commercial paper, net of discount of $1 in 2014
|
$ | (33 | ) | $ | (2 | ) | ||
Proceeds from issuance of long-term debt, net of premium, discount, and issuance
|
||||||||
costs of $10 in 2014
|
890 | - | ||||||
Repayments of long-term debt
|
(539 | ) | - | |||||
Preferred stock dividends paid
|
(3 | ) | (3 | ) | ||||
Common stock dividends paid
|
(179 | ) | (179 | ) | ||||
Equity contribution
|
250 | 370 | ||||||
Other
|
30 | (15 | ) | |||||
Net cash provided by financing activities
|
$ | 416 | $ | 171 |
Cumulative
|
Three Months Ended
|
Cumulative
|
||||||||||
(in millions)
|
December 31, 2013
|
March 31, 2014
|
March 31, 2014
|
|||||||||
Pipeline-related expenses (1)
|
$ | 1,410 | $ | 40 | $ | 1,450 | ||||||
Disallowed capital (2)
|
549 | - | 549 | |||||||||
Accrued fines (3)
|
239 | - | 239 | |||||||||
Third-party liability claims (4)
|
565 | - | 565 | |||||||||
Insurance recoveries (4)
|
(354 | ) | - | (354 | ) | |||||||
Contribution to City of San Bruno
|
70 | - | 70 | |||||||||
Total natural gas matters
|
$ | 2,479 | $ | 40 | $ | 2,519 | ||||||
(1)
|
Cumulative costs through March 31, 2014 included PSEP-related expenses of approximately $740 million and other gas safety-related work of $376 million. The Utility forecasts that it will incur total pipeline-related expenses ranging from $350 million to $450 million in 2014 that will not be recoverable through rates.
|
(2)
|
See “Disallowed Capital Costs” below.
|
(3)
|
See “Pending CPUC Investigations” below.
|
(4)
|
The Utility has settled substantially all of the third-party liability claims related to the San Bruno accident. See “Third-Party Liability Claims” below.
|
·
|
when and how the pending CPUC investigations and enforcement matters related to the Utility’s natural gas system operating practices and the San Bruno accident are concluded, including the ultimate amount of fines the Utility will be required to pay to the State General Fund, the ultimate amount of pipeline-related costs the Utility will not recover through rates, whether the CPUC appoints a monitor to oversee the Utility’s natural gas operations, and the cost of any remedial actions the Utility may be ordered to perform;
|
·
|
developments that may occur in the federal criminal prosecution of the Utility for alleged violations of the Natural Gas Pipeline Safety Act, including whether federal prosecutors seek a superseding indictment to bring additional charges or fines against the Utility and whether the Utility is convicted and the amount of any criminal fines or penalties imposed, or whether additional investigations are commenced relating to the Utility’s natural gas operating practices or specific incidents;
|
·
|
whether PG&E Corporation and the Utility are able to repair the reputational harm that they have suffered, and may suffer in the future, due to the negative publicity about the San Bruno accident, the CPUC investigations and their final outcomes, the federal criminal prosecution of the Utility and its final outcome, and the ongoing work to remove encroachments from transmission pipeline rights-of-way;
|
·
|
the outcomes of ratemaking proceedings, such as the 2014 GRC, the 2015 GT&S rate case, and the transmission owner rate cases and whether the cost and revenue forecasts assumed in such outcomes prove to be accurate;
|
·
|
the amount and timing of additional common stock issuances by PG&E Corporation, the proceeds of which are contributed as equity to maintain the Utility’s authorized capital structure as the Utility incurs charges and costs that it cannot recover through rates, including costs and fines associated with natural gas matters and the pending investigations;
|
·
|
the outcome of future investigations, citations, or other proceedings, that may be commenced relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to the operation, inspection, and maintenance of its electric and gas facilities;
|
·
|
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; the extent to which the Utility is able to recover environmental compliance and remediation costs in rates or from other sources; and the ultimate amount of environmental remediation costs the Utility incurs but does not recover, such as the remediation costs associated with the Utility’s natural gas compressor station site located near Hinkley, California;
|
·
|
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; and whether the Utility decides to request that the NRC resume processing the Utility’s renewal application for the two Diablo Canyon operating licenses, and if so, whether the NRC grants the renewal;
|
·
|
the impact of droughts or other weather-related conditions or events, climate change, natural disasters, acts of terrorism, war, or vandalism (including cyber-attacks), 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 subject the Utility to third-party liability for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory penalties on the Utility;
|
·
|
the impact of environmental laws and regulations aimed at the reduction of carbon dioxide and GHGs, and 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 the cost of renewable energy procurement;
|
·
|
changes in customer demand for electricity and natural gas resulting from unanticipated population growth or decline in the Utility’s service area, general and regional economic and financial market conditions, the extent of municipalization of the Utility’s electric or gas distribution facilities, changing levels of “direct access” customers who procure electricity from alternative energy providers, changing levels of customers who purchase electricity from governmental bodies that act as “community choice aggregators,” the development of alternative energy technologies including self-generation, storage and distributed generation technologies; and changing levels of “core gas aggregation” customers who procure gas from core transport agents (alternative gas providers);
|
·
|
the adequacy and price of electricity, natural gas, and nuclear fuel supplies; 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, especially if the integration of renewable generation resources force conventional generation resource providers to curtail production, triggering “take or pay” provisions in the Utility’s power purchase agreements;
|
·
|
whether the Utility’s information technology, operating systems and networks, including the advanced metering system infrastructure, customer billing, financial, and other systems, can continue to function accurately while meeting regulatory requirements; whether the Utility is able to protect its operating systems and networks from damage, disruption, or failure caused by cyber-attacks, computer viruses, or other hazards; whether the Utility’s security measures are sufficient to protect confidential customer, vendor, and financial data contained in such systems and networks; and whether the Utility can continue to rely on third-party vendors and contractors that maintain and support some of the Utility’s operating systems;
|
·
|
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; including the timing and amount of insurance recoveries related to third party claims arising from the San Bruno accident;
|
·
|
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 result in increased borrowing costs especially if PG&E Corporation or the Utility were to lose its investment grade credit ratings;
|
·
|
the impact of federal or state laws or regulations, or their interpretation, on energy policy and 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 ultimate outcome of the pending investigations relating to the Utility’s natural gas operations affects the Utility’s ability to make distributions to PG&E Corporation, and, in turn, PG&E Corporation’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; 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
|
Bylaws of PG&E Corporation amended as of February 19, 2014
|
3.2
|
Bylaws of Pacific Gas and Electric Company, amended as of February 19, 2014
|
4.1
|
Twenty-First Supplemental Indenture, dated as of February 21, 2014, relating to the issuance of $450,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due February 15, 2024 and $450,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 21, 2014 (File No. 12348), Exhibit 4.1)
|
4.2
|
Senior Note Indenture, dated as of February 10, 2014, between PG&E Corporation and U.S. Bank National Association (incorporated by reference to PG&E Corporation’s Form S-3 (File No. 333-193880), Exhibit 4.1)
|
4.3
|
First Supplemental Indenture, dated as of February 27, 2014 relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 2.40% Senior Notes due March 1, 2019 (incorporated by reference to PG&E Corporation’s Form 8-K dated February 27, 2014 (File No. 1-12609), Exhibit 4.1)
|
*10.1
|
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2014
|
*10.2
|
Form of Restricted Stock Unit Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.3
|
Form of Performance Share Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.4
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.5
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.6
|
Amended and Restated Restricted Stock Unit Agreement between C. Lee Cox and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
12.1
|
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
|
12.2
|
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
|
12.3
|
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
|
31.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
|
**32.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
|
**32.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
|
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
|
* Management contract or compensatory agreement.
|
PG&E CORPORATION
|
KENT M. HARVEY
|
Kent M. Harvey
Senior Vice President and Chief Financial Officer
(duly authorized officer and principal financial officer)
|
PACIFIC GAS AND ELECTRIC COMPANY
|
DINYAR B. MISTRY
|
Dinyar B. Mistry
Vice President, Chief Financial Officer and Controller
(duly authorized officer and principal financial officer)
|
3.1
|
Bylaws of PG&E Corporation amended as of February 19, 2014
|
3.2
|
Bylaws of Pacific Gas and Electric Company amended as of February 19, 2014
|
4.1
|
Twenty-First Supplemental Indenture, dated as of February 21, 2014, relating to the issuance of $450,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.75% Senior Notes due February 15, 2024 and $450,000,000 aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 21, 2014 (File No. 12348), Exhibit 4.1)
|
4.2
|
Senior Note Indenture, dated as of February 10, 2014, between PG&E Corporation and U.S. Bank National Association (incorporated by reference to PG&E Corporation’s Form S-3 (File No. 333-193880), Exhibit 4.1)
|
4.3
|
First Supplemental Indenture, dated as of February 27, 2014, relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 2.40% Senior Notes due March 1, 2019 (incorporated by reference to PG&E Corporation’s Form 8-K dated February 27, 2014 (File No. 1-12609), Exhibit 4.1)
|
*10.1
|
Description of Short-Term Incentive Plan for Officers of PG&E Corporation and its subsidiaries, effective January 1, 2014
|
*10.2
|
Form of Restricted Stock Unit Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.3
|
Form of Performance Share Agreement for 2014 grants under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.4
|
Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.5
|
Performance Share Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2014 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
*10.6
|
Amended and Restated Restricted Stock Unit Agreement between C. Lee Cox and PG&E Corporation for 2013 grant under the PG&E Corporation 2006 Long-Term Incentive Plan
|
12.1
|
Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company
|
12.2
|
Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company
|
12.3
|
Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation
|
31.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002
|
**32.1
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002
|
**32.2
|
Certifications of the Chief Executive Officer and the Chief Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002
|
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
|
Category
|
Relative Weight
|
2014 Target
|
||
Safety (includes both Public and Employee metrics) (1)
|
40.0%
|
1.000
|
||
Customer (includes operational reliability and efficient completion of natural gas pipeline safety work) (2)
|
35.0%
|
1.000
|
||
Financial (includes Earnings from Operations)
|
25.0%
|
1.000
|
1.
|
Safety includes four subcomponents: (1) Nuclear Operations Safety, (2) Electric Operations Safety, (3) Gas Operations Safety, and (4) Employee Safety, all of which measure the Utility’s safety performance with respect to each of those areas. The Committee will retain complete discretion to reduce the final Safety rating downward to zero based on the Companies’ overall safety performance for 2014. The Companies’ overall safety performance will be measured both by the quantitative measures described above and by qualitative performance. With respect to qualitative performance, the Committee will consider the collective impact that the Companies’ business operations have had on public and employee safety.
|
2.
|
Customer includes five subcomponents: (1) the overall satisfaction of customers, as measured through a quarterly survey, (2) completion of gas in-line inspection and upgrade work, as measured by miles completed, (3) the average duration of electricity outages experienced by all customers served, as measured by the System Average Interruption Duration Index, (4) how quickly gas asset information is entered into the Utility’s gas mapping system after a gas project is completed, and (5) the Utility’s ability to complete certain committed work for gas operations-related programs efficiently.
|
The LTIP and Other Agreements
|
This Agreement constitutes 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 and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean 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, one-third of the total number of Restricted Stock Units originally subject to this Agreement, as shown above on the cover sheet, will vest on the first business day of March of each of the first, second and third years following the Date of Grant (collectively, the “Normal Vesting Schedule”). The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment shall then be automatically 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 cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units 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 shall 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 shall, 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
|
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 shall vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. Your voluntary termination of employment will be considered to be a Retirement if you are both 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.
|
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.
|
Termination other than for Cause
|
If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause and you are an officer in Bands 1-5, any unvested Restricted Stock Units that would have vested during the period of the “Severance Multiple” under the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy (as applicable at the time of termination) 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. In the event of your involuntary termination other than for cause, if you are not an officer in Bands 1-5, 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.
|
Death/Disability
|
In the event of your death or Disability while you are employed, all of your Restricted Stock Units shall 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 shall 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
|
(1) If your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) 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) if your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, the Restricted Stock Units shall 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 assumed nor continued by the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units shall automatically 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) shall automatically 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) shall automatically 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 shall have the sole discretion to determine whether termination of your employment was made in connection with a Change in Control
|
Delay
|
PG&E Corporation shall delay the issuance of any shares of common stock to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code (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 shall 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 shall 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 shall 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 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.
|
Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of California.
|
The LTIP and Other Agreements
|
This Agreement constitutes 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 and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. The LTIP provides the Committee with discretion to adjust the performance award formula.
For purposes of this Agreement, employment with PG&E Corporation shall mean 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 are subject to the terms and conditions of this Agreement and the LTIP.
|
Vesting of Performance Shares
|
As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.
|
Settlement in Shares
|
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):
|
Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). 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%. The following table sets forth the payout percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group:
|
Number of Companies in
Total (Including PG&E Corporation) - 13
|
||
Rank
|
Performance Percentile
|
Rounded Payout
|
1
|
100%
|
200%
|
2
|
92%
|
200%
|
3
|
83%
|
178%
|
4
|
75%
|
150%
|
5
|
67%
|
122%
|
6
|
58%
|
96%
|
7
|
50%
|
79%
|
8
|
42%
|
61%
|
9
|
33%
|
43%
|
10
|
25%
|
25%
|
11
|
17%
|
0%
|
12
|
8%
|
0%
|
The final payout percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee (or a subcommittee of that Committee) of the PG&E Corporation Board of Directors or an equivalent body certifies the TSR percentile rank over the Performance Period 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 sixty (60) days after the Vesting Date.
|
|
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 shall be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any 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.
|
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 shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall 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 shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall 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.
|
Termination other than for Cause
|
If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause before the Vesting Date, your unvested 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 (and any associated accrued dividends) shall be cancelled 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 in any event within sixty (60) days of the Vesting Date, based on the same payout percentage applied to active employees. At that time you also shall 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
|
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 in any event within sixty (60) days of the Vesting Date. At the same time you also shall also 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. You will be considered to have retired if you are age 55 or older on the date of termination (other than for termination for cause) and if you were employed by PG&E Corporation for at least five 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 shall immediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date based on the same payout percentage applied to active employees. At that same time you also shall 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
|
(1) If your employment is terminated (other than for cause or your voluntary termination or retirement) 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) if your employment is terminated (other than for cause or your voluntary termination) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, your unvested Performance Shares shall 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, TSR shall 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 calendar day of the year preceding the Vesting Date. The 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, will be used to determine the number of shares, if any, you are entitled to receive upon settlement of the assumed, continued or substituted award, which settlement shall occur as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date. At that time you also shall 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 original Vesting Date, and if this Award is neither assumed nor continued by the Acquiror or if 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 shall automatically 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 in any event within sixty (60) days of the original Vesting Date. 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 the same time you also shall 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) shall automatically 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 automatically 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 in any event within sixty (60) days of the Vesting Date and will be based on the same payout percentage applied to active employees. You shall also at that time 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 shall have 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 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
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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.
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No Retention Rights
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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.
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Applicable Law
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This Agreement will be interpreted and enforced under the laws of the State of California.
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The LTIP and Other Agreements
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This Agreement constitutes 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 and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.
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Grant of Restricted Stock Units
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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.
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Vesting of Restricted Stock Units
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As long as you remain employed with PG&E Corporation, one-third of the total number of Restricted Stock Units originally subject to this Agreement, as shown above on the cover sheet, will vest on the first business day of March of each of the first, second and third years following the Date of Grant (collectively, the “Normal Vesting Schedule”). The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment shall then be automatically cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events.
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Pro-Rata Vesting of Restricted Stock Units
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Notwithstanding any other vesting provisions noted in this Agreement, after you complete at least three years of employment with PG&E Corporation, upon your termination (other than termination for cause, voluntary termination, Retirement, termination due to death or Disability, or termination in connection with a Change in Control) additional Restricted Stock Units shall continue to vest (as if you continued to be employed by PG&E Corporation) such that the total number of vested Restricted Stock Units (including Restricted Stock Units, if any, that vested prior to the date of termination) shall be equal to the greater of (1) the actual number of vested Restricted Stock Units or (2) the number determined by multiplying the total number of Restricted Stock Units subject to this Agreement by the number of your days of service with PG&E Corporation in the Normal Vesting Schedule (through the date of termination), divided by the potential number of days of service in the Normal Vesting Schedule. All other unvested Restricted Stock Units will
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be cancelled upon such termination. Vested Restricted Stock Units will continue to be settled and paid on the same time schedule and at the rate that would be normally applicable (absent your termination of employment) until the pro-rated amount (if any) is exhausted.
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Dividends
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Restricted Stock Units will accrue Dividend Equivalents in the event cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units.
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Settlement
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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 shall 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 shall, 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.
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Voluntary Termination
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In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination.
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Retirement
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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 shall vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. Your voluntary termination of employment will be considered to be a Retirement if you are both 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.
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Termination for Cause
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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.
For these purposes, “cause” means when PG&E Corporation, acting in good faith based upon information then known to it, determines that you
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have engaged in, committed, or are responsible for, (1) serious misconduct, gross negligence, theft, or fraud against PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct in violation of PG&E Corporation’s equal employment opportunity policy; (4) conduct which reflects adversely upon, or making any remarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5) insubordination; (6) any willful act that is likely to have the effect of injuring the reputation, business, or business relationships of PG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty.
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Termination other than for Cause
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If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause, all unvested Restricted Stock Units will be cancelled unless your termination was in connection with a Change in Control as provided below, or if provisions relating to pro-rata vesting of Restricted Stock Units apply. 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.
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Death/Disability
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In the event of your death or Disability while you are employed, all of your Restricted Stock Units shall 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 shall be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability.
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Termination Due to Disposition of Subsidiary
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(1) If your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) 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) if your employment is terminated (other than termination for cause, your voluntary termination, or your Retirement) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, the Restricted Stock Units shall vest and be settled in the same manner as for a “Termination other than for Cause” described above.
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Change in Control
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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.
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If the Restricted Stock Units are neither assumed nor continued by the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units shall automatically 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.
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Termination In Connection with a Change in Control
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If you separate from service (other than termination for cause, your voluntary termination, or 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) shall automatically 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) shall automatically 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 shall have the sole discretion to determine whether termination of your employment was made in connection with a Change in Control
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Delay
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PG&E Corporation shall delay the issuance of any shares of common stock to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code (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.
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Withholding Taxes
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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
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described above.
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Leaves of Absence
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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 shall 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 shall 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.
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Voting and Other Rights
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You shall 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).
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No Retention Rights
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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.
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Applicable Law
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This Agreement will be interpreted and enforced under the laws of the State of California.
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The LTIP and Other Agreements
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This Agreement constitutes 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 and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and the PG&E Corporation Officer Severance Policy or the PG&E Corporation 2012 Officer Severance Policy, this Agreement shall govern. The LTIP provides the Committee with discretion to adjust the performance award formula.
For purposes of this Agreement, employment with PG&E Corporation shall mean employment with any member of the Participating Company Group.
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Grant of
Performance Shares
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PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement. The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP.
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Vesting of Performance Shares
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As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.
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Pro-Rata Vesting of Performance Shares
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Notwithstanding any other vesting provisions noted in this Agreement, after you complete at least three years of employment with PG&E Corporation, upon your termination by PG&E Corporation (other than termination for cause or termination in connection with a Change in Control) the number of vested Performance Shares shall equal the number of Performance Shares subject to this Agreement, multiplied by the number of your days of service with PG&E Corporation in the vesting period (through the date of termination), divided by the potential number of days of service in the vesting period. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date, based on the same payout percentage applied to active employees. All other unvested Performance Shares will be cancelled upon such termination. At the time of settlement you also shall 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.
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Settlement in Shares
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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):
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Upon the Vesting Date, PG&E Corporation’s total shareholder return (“TSR”) will be compared to the TSR of the twelve other companies in PG&E Corporation’s comparator group1 for the prior three calendar years (the “Performance Period”). 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%. The following table sets forth the payout percentages for the other TSR rankings that could be achieved based on PG&E Corporation’s TSR rank within the comparator group:
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Number of Companies in
Total (Including PG&E Corporation) - 13
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Rank
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Performance Percentile
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Rounded Payout
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1
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100%
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200%
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2
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92%
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200%
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3
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83%
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178%
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4
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75%
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150%
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5
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67%
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122%
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6
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58%
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96%
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7
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50%
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79%
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8
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42%
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61%
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9
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33%
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43%
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10
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25%
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25%
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11
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17%
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0%
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12
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8%
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0%
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The final payout percentage, if any, will be determined as soon as practicable following the date that the Compensation Committee (or a subcommittee of that Committee) of the PG&E Corporation Board of Directors or an equivalent body certifies the TSR percentile rank over the Performance Period 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 sixty (60) days after the Vesting Date.
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Dividends
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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 shall be accrued on your behalf. If you receive a Performance Share settlement in accordance
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1 The current Performance Comparator Group consists of the following companies: American Electric Power, CMS Energy, Consolidated Edison, Inc., DTE Energy, Duke Energy, NiSource, Inc., Northeast Utilities, Pinnacle West Capital, Southern Company, SCANA Corp., Wisconsin Energy Corporation, 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.
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with the preceding paragraph, at that same time you also shall receive a cash payment equal to the amount of any 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.
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Voluntary Termination
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If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.
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Termination for Cause
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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 shall be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares shall be forfeited.
For these purposes, “cause” means when PG&E Corporation, acting in good faith based upon information then known to it, determines that you have engaged in, committed, or are responsible for, (1) serious misconduct, gross negligence, theft, or fraud against PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct in violation of PG&E Corporation’s equal employment opportunity policy; (4) conduct which reflects adversely upon, or making any remarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5) insubordination; (6) any willful act that is likely to have the effect of injuring the reputation, business, or business relationships of PG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty.
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Termination other than for Cause
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If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause before the Vesting Date, all unvested Performance Shares shall be cancelled unless your termination of employement was in connection with a Change in Control as provided below, or if provisions relating to pro-rata vesting of Performance Shares apply.
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Retirement
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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 in any event within sixty (60) days of the Vesting Date. At the same time you also shall also 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. You will be considered to have retired if you are age 55 or older on the date of termination (other than termination for cause) and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment.
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Death/Disability
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If your employment terminates due to your death or disability before the
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Vesting Date, all of your Performance Shares shall immediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date based on the same payout percentage applied to active employees. At that same time you also shall 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.
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Termination Due to Disposition of Subsidiary
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(1) If your employment is terminated (other than for cause, your voluntary termination, or your Retirement) 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) if your employment is terminated (other than for cause or your voluntary termination) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, your unvested Performance Shares shall vest and be settled in the same manner as for a “Termination other than for Cause” described above.
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Change in Control
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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 shall 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 calendar day of the year preceding the Vesting Date. The 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, will be used to determine the number of shares, if any, you are entitled to receive upon settlement of the assumed, continued or substituted award, which settlement shall occur as soon as practicable after the Vesting Date and in any event within sixty (60) days of the Vesting Date. At that time you also shall 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 original Vesting Date, and if this Award is neither assumed nor continued by the Acquiror or if 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 shall automatically 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 in any event within sixty (60) days of the original Vesting Date. The payout percentage, if any, will be based on TSR
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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 the same time you also shall 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.
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Termination In Connection with a Change in Control
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If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within 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) shall automatically 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 automatically 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 in any event within sixty (60) days of the Vesting Date and will be based on the same payout percentage applied to active employees. You shall also at that time 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 shall have the sole discretion to determine whether termination of your employment was made in connection with a Change in Control.
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Withholding Taxes
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The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of 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.
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Leaves of Absence
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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.”
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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.
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No Retention Rights
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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.
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Applicable Law
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This Agreement will be interpreted and enforced under the laws of the State of California.
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The LTIP and Other Agreements
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This Agreement constitutes 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 and the LTIP, the LTIP shall govern. Capitalized terms that are not defined in this Agreement are defined in the LTIP.
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Grant of Restricted Stock Units
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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.
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Vesting of Restricted Stock Units
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In general, provided that you have not had a Separation from Service, your Restricted Stock Units will vest on May 11, 2014 (the “Normal Vesting Date”). As set forth elsewhere in this Agreement, the Restricted Stock Units may vest earlier upon the occurrence of certain events.
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Dividends
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Your Restricted Stock Unit account will be credited quarterly on each dividend payment date with additional Restricted Stock Units (including fractions computed to three decimal places), determined by dividing (1) the amount of cash dividends paid on the number of shares of PG&E Corporation Common Stock represented by the Restricted Stock Units previously credited to your Restricted Stock Unit account by (2) the Fair Market Value of a share of PG&E Corporation Stock on the dividend payment date. Such additional Restricted Stock Units shall be subject to the same terms and conditions and shall be settled in the same manner and at the same time as the Restricted Stock Units covered by this Agreement.
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Settlement
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Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock (a “Share”), rounded down to the nearest whole share. PG&E Corporation shall issue shares in settlement of vested Restricted Stock Units upon the earliest of (1) June 11, 2014, the date that is one year from the Date of Grant (as shown on the cover sheet to the Prior Agreement), (2) your Disability (as defined under Section 409A of the Code), (3) your death, (4) a Section 409A Change in Control, or (5) your Separation from Service following a Change in Control that does not qualify as a Section 409A Change in Control.
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Separation of Service
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If you have a Separation from Service, whether voluntarily or involuntarily, before the Normal Vesting Date, all Restricted Stock Units subject to this Agreement that have not vested on account of your death, Disability (within the meaning of Section 409A of the Code) or a Change in Control will be automatically cancelled and forfeited, provided, however, that if you Separate from Service due to a pending Disability determination, forfeiture shall not occur until a finding that such Disability has not occurred.
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Death/Disability
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In the event of your Disability (as defined in Section 409A of the Code) or death, all Restricted Stock Units credited to your account under this Agreement will immediately become fully vested and be settled in accordance with the settlement provisions described above.
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Change in Control
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In the event of a Change in Control, all Restricted Stock Units credited to your account under this Agreement will immediately become fully vested and be settled in accordance with the settlement provisions described above.
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Delay
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PG&E Corporation shall delay the issuance of any shares of common stock to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) of the Code (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 (or shorter period ending on the date of your death following such Separation from Service) will instead be issued on the first business day following the expiration of the applicable delay period.
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Withholding Taxes
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PG&E Corporation generally will not be required to withhold taxes on taxable income recognized by you upon settlement of your Restricted Stock Units. However, any taxes that are required to be withheld will be payable by you in cash, by check, or through deductions from your compensation. Also, the Board may, in its discretion and subject to such restrictions as the Board may impose, permit you to satisfy such tax withholding obligations by electing to have PG&E Corporation withhold otherwise deliverable Shares having a fair market value equal to the amount that would be required to be withheld.
|
Voting and Other Rights
|
You shall 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).
|
Applicable Law
|
This Agreement will be interpreted and enforced under the laws of the State of California.
|
Three Months Ended
March 31,
|
Year Ended December 31,
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Net income
|
$ | 228 | $ | 866 | $ | 811 | $ | 845 | $ | 1,121 | ||||||||||
Income tax provision
|
100 | 326 | 298 | 480 | 574 | |||||||||||||||
Fixed charges
|
263 | 971 | 891 | 880 | 799 | |||||||||||||||
Total earnings
|
$ | 591 | $ | 2,163 | $ | 2,000 | $ | 2,205 | $ | 2,494 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest on short-term borrowings and
long-term debt, net
|
$ | 251 | $ | 917 | $ | 834 | $ | 824 | $ | 731 | ||||||||||
Interest on capital leases
|
2 | 7 | 9 | 16 | 18 | |||||||||||||||
AFUDC debt
|
10 | 47 | 48 | 40 | 50 | |||||||||||||||
Total fixed charges
|
$ | 263 | $ | 971 | $ | 891 | $ | 880 | $ | 799 | ||||||||||
Ratios of earnings to fixed charges
|
2.25 | 2.23 | 2.24 | 2.51 | 3.12 |
Note:
For the purpose of computing Pacific Gas and Electric Company’s ratios of earnings to fixed charges, “earnings” represent net income adjusted for the income or loss from equity investees of less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and fixed charges (excluding capitalized interest). “Fixed charges” include interest on long-term debt and short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, AFUDC debt, and earnings required to cover the preferred stock dividend requirements. Fixed charges exclude interest on tax liabilities.
|
Three Months Ended
March 31,
|
Year ended December 31,
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Net income
|
$ | 228 | $ | 866 | $ | 811 | $ | 845 | $ | 1,121 | ||||||||||
Income tax provision
|
100 | 326 | 298 | 480 | 574 | |||||||||||||||
Fixed charges
|
263 | 971 | 891 | 880 | 799 | |||||||||||||||
Total earnings
|
$ | 591 | $ | 2,163 | $ | 2,000 | $ | 2,205 | $ | 2,494 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest on short-term borrowings and
|
||||||||||||||||||||
long-term debt, net
|
$ | 251 | $ | 917 | $ | 834 | $ | 824 | $ | 731 | ||||||||||
Interest on capital leases
|
2 | 7 | 9 | 16 | 18 | |||||||||||||||
AFUDC debt
|
10 | 47 | 48 | 40 | 50 | |||||||||||||||
Total fixed charges
|
$ | 263 | $ | 971 | $ | 891 | $ | 880 | $ | 799 | ||||||||||
Preferred stock dividends:
|
||||||||||||||||||||
Tax deductible dividends
|
$ | 2 | $ | 9 | $ | 9 | $ | 9 | $ | 9 | ||||||||||
Pre-tax earnings required to cover non-tax
|
||||||||||||||||||||
deductible preferred stock dividend
|
||||||||||||||||||||
requirements
|
1 | 7 | 7 | 8 | 7 | |||||||||||||||
Total preferred stock dividends
|
3 | 16 | 16 | 17 | 16 | |||||||||||||||
Total combined fixed charges and
|
||||||||||||||||||||
preferred stock dividends
|
$ | 266 | $ | 987 | $ | 907 | $ | 897 | $ | 815 | ||||||||||
Ratios of earnings to combined fixed charges
|
||||||||||||||||||||
and preferred stock dividends
|
2.22 | 2.19 | 2.21 | 2.46 | 3.06 |
Three Months Ended
March 31,
|
Year Ended December 31,
|
|||||||||||||||||||
2014
|
2013
|
2012
|
2011
|
2010
|
||||||||||||||||
Earnings:
|
||||||||||||||||||||
Net income
|
$ | 230 | $ | 828 | $ | 830 | $ | 858 | $ | 1,113 | ||||||||||
Income tax provision
|
91 | 268 | 237 | 440 | 547 | |||||||||||||||
Fixed charges
|
273 | 1,012 | 931 | 919 | 850 | |||||||||||||||
Pre-tax earnings required to cover the
|
||||||||||||||||||||
preferred stock dividend of consolidated
|
||||||||||||||||||||
subsidiaries
|
(3 | ) | (16 | ) | (15 | ) | (17 | ) | (16 | ) | ||||||||||
Total earnings
|
$ | 591 | $ | 2,092 | $ | 1,983 | $ | 2,200 | $ | 2,494 | ||||||||||
Fixed charges:
|
||||||||||||||||||||
Interest on short-term borrowings and
|
||||||||||||||||||||
long-term debt, net
|
$ | 258 | $ | 942 | $ | 859 | $ | 846 | $ | 766 | ||||||||||
Interest on capital leases
|
2 | 7 | 9 | 16 | 18 | |||||||||||||||
AFUDC debt
|
10 | 47 | 48 | 40 | 50 | |||||||||||||||
Pre-tax earnings required to cover the
|
||||||||||||||||||||
preferred stock dividend of consolidated
|
||||||||||||||||||||
subsidiaries
|
3 | 16 | 15 | 17 | 16 | |||||||||||||||
Total fixed charges
|
$ | 273 | $ | 1,012 | $ | 931 | $ | 919 | $ | 850 | ||||||||||
Ratios of earnings to fixed charges
|
2.16 | 2.07 | 2.13 | 2.39 | 2.93 |
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 1, 2014
|
ANTHONY F. EARLEY, JR.
|
Anthony F. Earley, Jr.
|
|
Chairman, Chief Executive Officer, and President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 1, 2014
|
KENT M. HARVEY
|
Kent M. Harvey
|
|
Senior Vice President and Chief Financial Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 1, 2014
|
CHRISTOPHER P. JOHNS
|
Christopher P. Johns
|
|
President
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 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 1, 2014
|
DINYAR B. MISTRY
|
Dinyar B. Mistry
|
|
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.
|
|
|
|
ANTHONY F. EARLEY, JR.
|
|
ANTHONY F. EARLEY, JR.
|
|
Chairman, 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.
|
|
KENT M. HARVEY
|
|
KENT M. HARVEY
|
|
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.
|
CHRISTOPHER P. JOHNS
|
|
CHRISTOPHER P. JOHNS
|
|
|
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 Pacific Gas and Electric Company.
|
DINYAR B. MISTRY
|
|
DINYAR B. MISTRY
|
|
Vice President, Chief Financial Officer and Controller
|
|
Derivatives (Volumes Of Outstanding Derivative Contracts, In Megawatt Hours Unless Otherwise Specified) (Detail)
|
3 Months Ended | 12 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2014
|
Dec. 31, 2013
|
|||||||||||||
Derivative [Line Items] | ||||||||||||||
Derivatives expiration, lower (year) | 2019 years | 2019 years | ||||||||||||
Derivatives expiration, higher (year) | 2023 years | 2022 years | ||||||||||||
Forwards And Swaps [Member] | Natural Gas [Member]
|
||||||||||||||
Derivative [Line Items] | ||||||||||||||
Less Than 1 Year | 243,602,622 | [1],[2],[3] | 243,213,288 | [1],[2],[3] | ||||||||||
Greater Than 1 Year but Less Than 3 Years | 76,235,312 | [1],[2],[3] | 79,735,000 | [1],[2],[3] | ||||||||||
Greater Than 3 Years but Less Than 5 Years | 7,640,000 | [1],[2],[3] | 8,892,500 | [1],[2],[3] | ||||||||||
Greater Than 5 Years | 0 | [1],[2],[3],[4] | 0 | [1],[2],[3],[5] | ||||||||||
Forwards And Swaps [Member] | Electricity [Member]
|
||||||||||||||
Derivative [Line Items] | ||||||||||||||
Less Than 1 Year | 2,132,784 | [1] | 2,537,023 | [1] | ||||||||||
Greater Than 1 Year but Less Than 3 Years | 1,956,498 | [1] | 2,009,505 | [1] | ||||||||||
Greater Than 3 Years but Less Than 5 Years | 1,871,208 | [1] | 2,008,046 | [1] | ||||||||||
Greater Than 5 Years | 1,394,250 | [1],[4] | 1,534,695 | [1],[5] | ||||||||||
Options [Member] | Natural Gas [Member]
|
||||||||||||||
Derivative [Line Items] | ||||||||||||||
Less Than 1 Year | 140,209,906 | [1],[2],[3] | 169,123,208 | [1],[2],[3] | ||||||||||
Greater Than 1 Year but Less Than 3 Years | 62,803,770 | [1],[2],[3] | 87,689,708 | [1],[2],[3] | ||||||||||
Greater Than 3 Years but Less Than 5 Years | 2,550,000 | [1],[2],[3] | 3,450,000 | [1],[2],[3] | ||||||||||
Greater Than 5 Years | 0 | [1],[2],[3],[4] | 0 | [1],[2],[3],[5] | ||||||||||
Congestion Revenue Rights [Member] | Electricity [Member]
|
||||||||||||||
Derivative [Line Items] | ||||||||||||||
Less Than 1 Year | 65,730,617 | [1] | 73,510,440 | [1] | ||||||||||
Greater Than 1 Year but Less Than 3 Years | 83,761,019 | [1] | 83,747,782 | [1] | ||||||||||
Greater Than 3 Years but Less Than 5 Years | 57,617,664 | [1] | 63,718,517 | [1] | ||||||||||
Greater Than 5 Years | 27,407,793 | [1],[4] | 29,945,852 | [1],[5] | ||||||||||
|
Commitments And Contingencies (Environmental Remediation Liability Composed) (Detail) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2014
|
Dec. 31, 2013
|
||||
---|---|---|---|---|---|---|
Topock natural gas compressor station | $ 266 | [1] | $ 264 | [1] | ||
Hinkley natural gas compressor station | 181 | [1] | 190 | [1] | ||
Former manufactured gas plant sites owned by the Utility or third parties | 187 | 184 | ||||
Utility-owned generation facilities (other than for fossil fuel-fired), other facilities, and third-party disposal sites | 159 | 160 | ||||
Fossil fuel-fired generation facilities and sites | 100 | 102 | ||||
Total environmental remediation liability | $ 893 | $ 900 | ||||
|
Fair Value Measurements (Schedule Of Maturities On Debt Securities) (Detail) (USD $)
In Millions, unless otherwise specified |
Mar. 31, 2014
|
---|---|
Less than 1 year | $ 36 |
1-5 years | 499 |
5-10 years | 228 |
More than 10 years | 355 |
Total maturities of debt securities | $ 1,118 |
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