Equity (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Stockholders Equity [Table Text Block]

The activity in equity during the three-month periods ended March 31, 2023 and 2022 was as follows (dollars in millions, except per share amounts):


	Common Stock			Accumulated Other Comprehensive Loss		Retained Earnings

	Shares	Amount						Total
Balances as of December 31, 2022	89,283,353	$	1,249	$	(4)	$	1,534	$	2,779
Issuances of shares pursuant to equity-based plans	159,603	—		—		—		—
Issuances of shares pursuant to equity forward sales agreement	7,178,016	300		—		—		300
Stock-based compensation		(1)		—		—		(1)


Dividends declared ($0.4525 per share)	—	—		—		(40)		(40)
Net income	—	—		—		74		74
Balances as of March 31, 2023	96,620,972	$	1,548	$	(4)	$	1,568	$	3,112

















Balances as of December 31, 2021	89,410,612	$	1,241	$	(10)	$	1,476	$	2,707
Issuances of shares pursuant to equity-based plans	163,291	—		—		—		—


Repurchase of common stock	(350,000)	(5)		—		(13)		(18)
Dividends declared ($0.4300 per share)	—	—		—		(40)		(40)
Net income	—	—		—		60		60
Balances as of March 31, 2022	89,223,903	$	1,236	$	(10)	$	1,483	$	2,709

Equity Forward Sale Agreement—In 2022, PGE entered into an equity forward sale agreement (EFSA) in connection with a public offering of 10,100,000 shares of its common stock. In March 2023, the Company issued 7,178,016 shares pursuant to the EFSA and received net proceeds of $300 million.

Pursuant to the terms of the EFSA, the forward counterparties borrowed 11,615,000 shares of PGE’s common stock, including 1,515,000 shares in connection with the underwriters’ exercise of their option to purchase additional shares, from third parties in the open market and sold the shares to a group of underwriters for $43.00 per share, less an underwriting discount equal to $1.23625 per share. PGE receives proceeds from the sale of common stock when the EFSA is settled (described above), and at that time PGE records the proceeds, if any, in equity.

Under the terms of the EFSA, PGE may elect to settle the equity forward transactions by means of physical, cash or net share settlement, in whole or in part, at any time on or prior to October 25, 2024, except in specified circumstances or events that would require physical settlement. To the extent that the transactions are physically settled, PGE would be required to issue and deliver shares of PGE common stock to the forward counterparty at the then applicable forward sale price. The forward sale price was initially determined to be $43.00 per share at the time the EFSA was entered into, and the amount of cash to be received by PGE upon physical settlement of the EFSA is subject to certain adjustments in accordance with the terms of the EFSA.

PGE concluded that the EFSA was an equity instrument and that it qualified for an exception from derivative accounting because the EFSA was indexed to its own stock. PGE anticipates settling the EFSA through physical settlement on or before October 25, 2024.

At March 31, 2023, the Company could have physically settled the EFSA by delivering 4,436,984 shares to the forward counterparty in exchange for cash of $184 million.

Prior to settlement, the potentially issuable shares pursuant to the EFSA will be reflected in PGE’s diluted earnings per share calculations using the treasury stock method. Under this method, the number of shares of PGE’s common stock used in calculating diluted earnings per share for a reporting period would be increased by the number of shares, if any, that would be issued upon physical settlement of the EFSA less the number of shares that could be purchased by PGE in the market with the proceeds received from issuance (based on the average market price during that reporting period). Share dilution occurs when the average market price of PGE’s stock during the reporting period is higher than the average forward sale price during the reporting period. As of March 31, 2023, 577,479 incremental shares were included in the calculation of diluted EPS related to the securities under the EFSA. For additional information concerning the Company’s diluted earnings per share, see Note 6, Earnings Per Share.