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, 2016

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 S pecified
in i ts C harter
_______________


State or Other
Jurisdiction of
Incorporation
______________


IRS Employer
Identification
Number
___________

 

 

 

 

1-12609

PG&E Corporation

California

94-3234914

1-2348

Pacific Gas and Electric Company

California

94-0742640

 

PG&E Corporation
77 Beale Street
P.O. Box 770000
San Francisco, California 94177
________________________________________

Pacific Gas and Electric Company
77 Beale Street
P.O. Box 770000
San Francisco, California 94177

______________________________________

Address of principal executive offices, including zip code

 

PG&E Corporation
(415) 973 - 1000
________________________________________

Pacific Gas and Electric Company
(415) 973-7000
______________________________________

Registrant's telephone number, including area code

 

Indicate by check mark whether 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 t o 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 f iler

 

[     ] Non-accelerated filer

[     ] Smaller reporting company

Pacific Gas and Electric Company:

[     ] Large accelerated filer

[     ] Accelerated f iler

 

[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 s tock o utstanding as of April 19, 2016 :

 

PG&E Corporation :

496,042,305

Pacific Gas and Electric Company :

264,374,809


 


PG&E CORPORATION AND
PACIFIC GAS AND ELECTRIC COMPANY
FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2016

 

TABLE OF CONTENTS

 

GLOSSARY

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONDENSED CONSOLIDATED BALANCE SHEETS

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS

NOTE 4: DEBT

NOTE 5: EQUITY

NOTE 6: EARNINGS PER SHARE

NOTE 7: DERIVATIVES

NOTE 8: FAIR VALUE MEASUREMENTS

NOTE 9: CONTINGENCIES AND COMMITMENTS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

OVERVIEW

RESULTS OF OPERATIONS

LIQUIDITY AND FINANCIAL RESOURCES

ENFORCEMENT AND LITIGATION MATTERS

REGULATORY MATTERS

OTHER MATTERS

LEGISLATIVE AND REGULATORY INITIATIVES

ENVIRONMENTAL MATTERS

CONTRACTUAL COMMITMENTS

RISK MANAGEMENT ACTIVITIES

CRITICAL ACCOUNTING POLICIES

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 4. CONTROLS AND PROCEDURES

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

ITEM 1A. RISK FACTORS

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

SIGNATURES


 


GLOSSARY

 

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

 

2015 Form 10-K

PG&E Corporation's and Pacific Gas and Electric Company's combined Annual Report on Form   10-K for the year ended December 31, 2015

AFUDC

allowance for funds used during construction

ALJ

Administrative Law Judge

ARO(s)

asset retirement obligation(s)

ASU

Accounting Standards Update issued by the FASB (see below)

Cal Fire

California Department of Forestry and Fire Protection

CAISO

California Independent System Operator Corporation

CPUC

California Public Utilities Commission

CRRs

congestion revenue rights

DOI

U.S. Department of the Interior

DTSC

California Department of Toxic Substances Control

EMANI

European Mutual Association for Nuclear Insurance

EPS

earnings per common share

EV

electric vehicle

FASB

Financial Accounting Standards Board

FERC

Federal Energy Regulatory Commission

GAAP

U.S. Generally Accepted Accounting Principles

GRC

general rate case

GT&S

gas transmission and storage

IOU(s)

investor-owned utility(ies)

IRS

Internal Revenue Service

NAV

net asset value

NDCTP

Nuclear Decommissioning Cost Triennial Proceedings

NEIL

Nuclear Electric Insurance Limited

NEM

Net Energy Metering

NRC

Nuclear Regulatory Commission

NTSB

National Transportation Safety Board

OII

order instituting investigation

ORA

Office of Ratepayer Advocates

PSEP

pipeline safety enhancement plan

Regional Board

California Regional Water Control Board, Lahontan Region

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

TO

transmission owner

TURN

The Utility Reform Network

Utility

Pacific Gas   and Electric Company

VIE(s)

variable interest entity(ies)


 


PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

(Unaudited)

 

Three Months Ended

 

March 31,

(in millions, except per share amounts)

2016

 

2015

Operating Revenues

 

 

 

 

 

Electric

$

3,131  

 

$

3,013  

Natural gas

 

843  

 

 

886  

Total operating revenues

 

3,974  

 

 

3,899  

Operating Expenses

 

 

 

 

 

Cost of electricity

 

950  

 

 

1,000  

Cost of natural gas

 

222  

 

 

274  

Operating and maintenance

 

2,010  

 

 

1,923  

Depreciation, amortization, and decommissioning

 

697  

 

 

631  

Total operating expenses

 

3,879  

 

 

3,828  

Operating Income

 

95  

 

 

71  

Interest income

 

4  

 

 

1  

Interest expense

 

(203)

 

 

(189)

Other income, net

 

27  

 

 

58  

Loss Before Income Taxes

 

(77)

 

 

(59)

Income tax benefit

 

(187)

 

 

(93)

Net Income

 

110  

 

 

34  

Preferred stock dividend requirement of subsidiary

 

3  

 

 

3  

Income Available for Common Shareholders

$

107  

 

$

31  

Weighted Average Common Shares Outstanding, Basic

 

493  

 

 

477  

Weighted Average Common Shares Outstanding, Diluted

 

495  

 

 

481  

Net Earnings Per Common Share, Basic

$

0.22  

 

$

0.06  

Net Earnings Per Common Share, Diluted

$

0.22  

 

$

0.06  

Dividends Declared Per Common Share

$

0.46  

 

$

0.46  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


 

PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

(Unaudited)

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Net Income

$

110  

 

 

34  

Other Comprehensive Income

 

 

 

 

 

Pension and other postretirement benefit plans obligations

 

 

 

 

 

(net of taxes of $0 and $0, at respective dates)

 

-  

 

 

-  

Net change in investments

 

 

 

 

 

(net of taxes of $0 and $12, at respective dates)

 

-  

 

 

(17)

Total other comprehensive income (loss)

 

-  

 

 

(17)

Comprehensive Income

 

110  

 

 

17  

Preferred stock dividend requirement of subsidiary

 

3  

 

 

3  

Comprehensive Income Attributable to Common Shareholders

$

107  

 

 

14  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


PG&E CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

(Unaudited)

 

Balance At

 

March 31,

 

December 31,

(in millions)

2016

 

2015

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

142  

 

$

123  

Restricted cash

 

234  

 

 

234  

Accounts receivable:

 

 

 

 

 

Customers (net of allowance for doubtful accounts of $55 and $54

 

 

 

 

 

   at respective dates)

 

1,010  

 

 

1,106  

Accrued unbilled revenue

 

685  

 

 

855  

Regulatory balancing accounts

 

1,721  

 

 

1,760  

Other

 

328  

 

 

286  

Regulatory assets

 

504  

 

 

517  

Inventories:

 

 

 

 

 

Gas stored underground and fuel oil

 

109  

 

 

126  

Materials and supplies

 

344  

 

 

313  

Income taxes receivable

 

230  

 

 

155  

Other

 

327  

 

 

338  

Total current assets

 

5,634  

 

 

5,813  

Property, Plant, and Equipment

 

 

 

 

 

Electric

 

49,974  

 

 

48,532  

Gas

 

16,982  

 

 

16,749  

Construction work in progress

 

2,148  

 

 

2,059  

Other

 

2  

 

 

2  

Total property, plant, and equipment

 

69,106  

 

 

67,342  

Accumulated depreciation

 

(21,062)

 

 

(20,619)

Net property, plant, and equipment

 

48,044  

 

 

46,723  

Other Noncurrent Assets

 

 

 

 

 

Regulatory assets

 

7,130  

 

 

7,029  

Nuclear decommissioning trusts

 

2,516  

 

 

2,470  

Income taxes receivable

 

153  

 

 

135  

Other

 

1,173  

 

 

1,064  

Total other noncurrent assets

 

10,972  

 

 

10,698  

TOTAL ASSETS

$

64,650  

 

$

63,234  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


PG&E CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

(Unaudited)

 

Balance At

 

March 31,

 

December 31,

(in millions, except share amounts)

2016

 

2015

LIABILITIES AND EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Short-term borrowings

$

693  

 

$

1,019  

Long-term debt, classified as current

 

160  

 

 

160  

Accounts payable:

 

 

 

 

 

Trade creditors

 

1,062  

 

 

1,414  

Regulatory balancing accounts

 

704  

 

 

715  

Other

 

598  

 

 

398  

Disputed claims and customer refunds

 

457  

 

 

454  

Interest payable

 

145  

 

 

206  

Other

 

2,155  

 

 

1,997  

Total current liabilities

 

5,974  

 

 

6,363  

Noncurrent Liabilities

 

 

 

 

 

Long-term debt

 

16,522  

 

 

15,925  

Regulatory liabilities

 

6,486  

 

 

6,321  

Pension and other postretirement benefits

 

2,629  

 

 

2,622  

Asset retirement obligations

 

4,480  

 

 

3,643  

Deferred income taxes

 

9,323  

 

 

9,206  

Other

 

2,372  

 

 

2,326  

Total noncurrent liabilities

 

41,812  

 

 

40,043  

Commitments and Contingencies (Note 9)

 

 

 

 

 

Equity

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Common stock, no par value, authorized 800,000,000 shares;

 

 

 

 

 

495,606,702 and 492,025,443 shares outstanding at respective dates

 

11,440  

 

 

11,282  

Reinvested earnings

 

5,179  

 

 

5,301  

Accumulated other comprehensive loss

 

(7)

 

 

(7)

Total shareholders' equity

 

16,612  

 

 

16,576  

Noncontrolling Interest - Preferred Stock of Subsidiary

 

252  

 

 

252  

Total equity

 

16,864  

 

 

16,828  

TOTAL LIABILITIES AND EQUITY

$

64,650  

 

$

63,234  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Cash Flows from Operating Activities

 

 

 

 

 

Net income

$

110  

 

$

34  

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

operating activities:

 

 

 

 

 

Depreciation, amortization, and decommissioning

 

697  

 

 

631  

Allowance for equity funds used during construction

 

(27)

 

 

(28)

Deferred income taxes and tax credits, net

 

117  

 

 

113  

Disallowed capital expenditures

 

87  

 

 

53  

Other

 

73  

 

 

52  

Effect of changes in operating assets and liabilities:

 

 

 

 

 

     Accounts receivable

 

210  

 

 

236  

     Inventories

 

(14)

 

 

58  

     Accounts payable

 

(65)

 

 

(46)

     Income taxes receivable/payable

 

(75)

 

 

3  

     Other current assets and liabilities

 

146  

 

 

(114)

     Regulatory assets, liabilities, and balancing accounts, net

 

(87)

 

 

195  

Other noncurrent assets and liabilities

 

(117)

 

 

(107)

Net cash provided by operating activities

 

1,055  

 

 

1,080  

Cash Flows from Investing Activities

 

 

 

 

 

Capital expenditures

 

(1,229)

 

 

(1,191)

Proceeds from sales and maturities of nuclear decommissioning

 

 

 

 

 

trust investments

 

439  

 

 

417  

Purchases of nuclear decommissioning trust investments

 

(463)

 

 

(505)

Other

 

3  

 

 

7  

Net cash used in investing activities

 

(1,250)

 

 

(1,272)

Cash Flows from Financing Activities

 

 

 

 

 

Net issuances (repayments) of commercial paper, net of discount of $1 in 2016

 

(577)

 

 

223  

Short-term debt financing

 

250  

 

 

-  

Proceeds from issuance of long-term debt, net of discount and

 

 

 

 

 

     issuance costs of $6 in 2016

 

594  

 

 

-  

Common stock issued

 

146  

 

 

151  

Common stock dividends paid

 

(219)

 

 

(211)

Other

 

20  

 

 

23  

Net cash provided by financing activities

 

214  

 

 

186  

Net change in cash and cash equivalents

 

19  

 

 

(6)

Cash and cash equivalents at January 1

 

123  

 

 

151  

Cash and cash equivalents at March 31

$

142  

 

$

145  

 


 


 

Supplemental disclosures of cash flow information

 

 

 

 

 

Cash received (paid) for:

 

 

 

 

 

Interest, net of amounts capitalized

$

(242)

 

$

(216)

Supplemental disclosures of noncash investing and financing activities

 

 

 

 

 

Common stock dividends declared but not yet paid

$

226  

 

$

218  

Capital expenditures financed through accounts payable

 

373  

 

 

217  

Noncash common stock issuances

 

6  

 

 

5  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


P ACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

 

(Unaudited)

 

Three Months Ended

 

March 31,

(in millions)

2016

 

2015

Operating Revenues

 

 

 

 

 

Electric

$

3,132  

 

$

3,014  

Natural gas

 

843  

 

 

886  

Total operating revenues

 

3,975  

 

 

3,900  

Operating Expenses

 

 

 

 

 

Cost of electricity

 

950  

 

 

1,000  

Cost of natural gas

 

222  

 

 

274  

Operating and maintenance

 

2,011  

 

 

1,923  

Depreciation, amortization, and decommissioning

 

696  

 

 

631  

Total operating expenses

 

3,879  

 

 

3,828  

Operating Income

 

96  

 

 

72  

Interest income

 

4  

 

 

1  

Interest expense

 

(201)

 

 

(187)

Other income, net

 

24  

 

 

26  

Loss Before Income Taxes

 

(77)

 

 

(88)

Income tax benefit

 

(185)

 

 

(92)

Net Income

 

108  

 

 

4  

Preferred stock dividend requirement

 

3  

 

 

3  

Income Available for Common Stock

$

105  

 

$

1  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


 

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

 

(Unaudited)

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Net Income

$

108  

 

 

4  

Other Comprehensive Income

 

 

 

 

 

Pension and other postretirement benefit plans obligations

 

 

 

 

 

(net of taxes of $0 and $0, at respective dates )

 

-  

 

 

-  

Total other comprehensive income (loss)

 

-  

 

 

-  

Comprehensive Income

$

108  

 

 

4  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

(Unaudited)

 

Balance At

 

March 31,

 

December 31,

(in millions)

2016

 

2015

ASSETS

 

 

 

 

 

Current Assets

 

 

 

 

 

Cash and cash equivalents

$

44  

 

$

59  

Restricted cash

 

234  

 

 

234  

Accounts receivable:

 

 

 

 

 

Customers (net of allowance for doubtful accounts of $55 and $54

 

 

 

 

 

  at respective dates)

 

1,010  

 

 

1,106  

Accrued unbilled revenue

 

685  

 

 

855  

Regulatory balancing accounts

 

1,721  

 

 

1,760  

Other

 

353  

 

 

284  

Regulatory assets

 

504  

 

 

517  

Inventories:

 

 

 

 

 

Gas stored underground and fuel oil

 

109  

 

 

126  

Materials and supplies

 

344  

 

 

313  

Income taxes receivable

 

204  

 

 

130  

Other

 

327  

 

 

338  

Total current assets

 

5,535  

 

 

5,722  

Property, Plant, and Equipment

 

 

 

 

 

Electric

 

49,974  

 

 

48,532  

Gas

 

16,982  

 

 

16,749  

Construction work in progress

 

2,148  

 

 

2,059  

Total property, plant, and equipment

 

69,104  

 

 

67,340  

Accumulated depreciation

 

(21,060)

 

 

(20,617)

Net property, plant, and equipment

 

48,044  

 

 

46,723  

Other Noncurrent Assets

 

 

 

 

 

Regulatory assets

 

7,130  

 

 

7,029  

Nuclear decommissioning trusts

 

2,516  

 

 

2,470  

Income taxes receivable

 

153  

 

 

135  

Other

 

1,061  

 

 

958  

Total other noncurrent assets

 

10,860  

 

 

10,592  

TOTAL ASSETS

$

64,439  

 

$

63,037  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 

(Unaudited)

 

Balance At

 

March 31,

 

December 31,

(in millions, except share amounts)

2016

 

2015

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities

 

 

 

 

 

Short-term borrowings

$

693  

 

$

1,019  

Long-term debt, classified as current

 

160  

 

 

160  

Accounts payable:

 

 

 

 

 

Trade creditors

 

1,062  

 

 

1,414  

Regulatory balancing accounts

 

704  

 

 

715  

Other

 

646  

 

 

418  

Disputed claims and customer refunds

 

457  

 

 

454  

Interest payable

 

144  

 

 

203  

Other

 

1,906  

 

 

1,750  

Total current liabilities

 

5,772  

 

 

6,133  

Noncurrent Liabilities

 

 

 

 

 

Long-term debt

 

16,174  

 

 

15,577  

Regulatory liabilities

 

6,486  

 

 

6,321  

Pension and other postretirement benefits

 

2,540  

 

 

2,534  

Asset retirement obligations

 

4,480  

 

 

3,643  

Deferred income taxes

 

9,605  

 

 

9,487  

Other

 

2,331  

 

 

2,282  

Total noncurrent liabilities

 

41,616  

 

 

39,844  

Commitments and Contingencies (Note 9)

 

 

 

 

 

Shareholders' Equity

 

 

 

 

 

Preferred stock

 

258  

 

 

258  

Common stock, $5 par value, authorized 800,000,000 shares;

 

 

 

 

 

264,374,809 shares outstanding at respective dates

 

1,322  

 

 

1,322  

Additional paid-in capital

 

7,280  

 

 

7,215  

Reinvested earnings

 

8,188  

 

 

8,262  

Accumulated other comprehensive income

 

3  

 

 

3  

Total shareholders' equity

 

17,051  

 

 

17,060  

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$

64,439  

 

$

63,037  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


P ACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Cash Flows from Operating Activities

 

 

 

 

 

Net income

$

108  

 

$

4  

Adjustments to reconcile net income to net cash provided by

 

 

 

 

 

operating activities:

 

 

 

 

 

Depreciation, amortization, and decommissioning

 

696  

 

 

631  

Allowance for equity funds used during construction

 

(27)

 

 

(28)

Deferred income taxes and tax credits, net

 

118  

 

 

112  

    Disallowed capital expenditures

 

87  

 

 

53  

    Other

 

68  

 

 

45  

Effect of changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

183  

 

 

215  

Inventories

 

(14)

 

 

58  

Accounts payable

 

(37)

 

 

26  

Income taxes receivable/payable

 

(74)

 

 

2  

Other current assets and liabilities

 

151  

 

 

(123)

Regulatory assets, liabilities, and balancing accounts, net

 

(87)

 

 

195  

    Other noncurrent assets and liabilities

 

(109)

 

 

(89)

Net cash provided by operating activities

 

1,063  

 

 

1,101  

Cash Flows from Investing Activities

 

 

 

 

 

Capital expenditures

 

(1,229)

 

 

(1,191)

Proceeds from sales and maturities of nuclear decommissioning

 

 

 

 

 

trust investments

 

439  

 

 

417  

Purchases of nuclear decommissioning trust investments

 

(463)

 

 

(505)

Other

 

3  

 

 

7  

Net cash used in investing activities

 

(1,250)

 

 

(1,272)

Cash Flows from Financing Activities

 

 

 

 

 

Net issuances (repayments) of commercial paper, net of discount of $1 in 2016

 

(577)

 

 

223  

Short-term debt financing

 

250  

 

 

-  

Proceeds from issuance of long-term debt, net of discount and

 

 

 

 

 

     issuance costs of $6 in 2016

 

594  

 

 

-  

Preferred stock dividends paid

 

(3)

 

 

(3)

Common stock dividends paid

 

(179)

 

 

(179)

Equity contribution from PG&E Corporation

 

65  

 

 

100  

Other

 

22  

 

 

25  

Net cash provided by financing activities

 

172  

 

 

166  

Net change in cash and cash equivalents

 

(15)

 

 

(5)

Cash and cash equivalents at January 1

 

59  

 

 

55  

Cash and cash equivalents at March 31

$

44  

 

$

50  

 


 


 

Supplemental disclosures of cash flow information

 

 

 

 

 

Cash received (paid) for:

 

 

 

 

 

Interest, net of amounts capitalized

$

(237)

 

$

(211)

Supplemental disclosures of noncash investing and financing activities

 

 

 

 

 

Capital expenditures financed through accounts payable

$

373  

 

$

217  

 

 

 

 

 

 

See accompanying Notes to the Condensed Consolidated Financial Statements.


 


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

 

PG&E Corporation is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in northern and central California.  The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers.  The Utility is primarily regulated by the CPUC and the FERC.  In addition, the NRC oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities.

 

This quarterly report on Form 10-Q is a combined report of PG&E Corporation and the Utility.  PG&E Corporation’s Condensed Consolidated Financial Statements include the accounts of PG&E Corporation, the Utility, and other wholly owned and controlled subsidiaries.  The Utility’s Condensed Consolidated Financial Statements include the accounts of the Utility and its wholly owned and controlled subsidiaries.  All intercompany transactions have been eliminated in consolidation.  The Notes to the Condensed Consolidated Financial Statements apply to both PG&E Corporation and the Utility.  PG&E Corporation and the Utility operate in one segment, as the companies assess financial performance and allocate resources on a consolidated basis .

 

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP and in accordance with the interim period reporting requirements of Form 10-Q and reflect all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fair presentation of PG&E Corporation and the Utility’s financial condition, results of operations, and cash flows for the periods presented.  The information at December 31, 201 5 in the Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets in the 201 5 Form 10-K.  This quarterly report should be read in conjunction with the 201 5 Form 10-K. 

 

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities.  Some of the more significant estimates and assumptions relate to the Utility’s regulatory assets and liabilities, legal and regulatory contingencies, environmental remediation liabilities, asset retirement obligations, and pension and other postretirement benefit plans obligations.  Management believes that its estimates and assumptions reflected in the Condensed Consolidated Financial Statements are appropriate and reasonable.  Actual results could differ materially from those estimates.

 

NOTE 2: SIGNIFICANT ACCOUNTING POLICIES

 

The significant accounting policies used by PG&E Corporation and the Utility are discussed in Note 2 of the Notes to the Consolidated Financial Statements in the 2015 Form 10-K.

 

Variable Interest Entities

 

A VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whose equity investors lack any characteristics of a controlling financial interest.  An enterprise that has a controlling financial interest in a VIE is a primary beneficiary and is required to consolidate the VIE. 

 

Some of the counterparties to the Utility’s power purchase agreements are considered VIEs.  Each of these VIEs was designed to own a power plant that would generate electricity for sale to the Utility.  To determine whether the Utility was the primary beneficiary of any of these VIEs at March 31, 2016 , it assessed whether it absorbs any of the VIE’s expected losses or receives any portion of the VIE’s expected residual returns under the terms of the power purchase agreement, analyzed the variability in the VIE’s gross margin, and considered whether it had any decision-making rights associated with the activities that are most significant to the VIE’s performance, such as dispatch rights and operating and maintenance activities.  The Utility’s financial obligation is limited to the amount the Utility pays for delivered electricity and capacity.  The Utility did not have any decision-making rights associated with any of the activities that are most significant to the economic performance of any of these VIEs.  Since the Utility was not the primary beneficiary of any of these VIEs at March 31, 2016 , it did not consolidate any of them.

 

 


Asset Retirement Obligations

 

Detailed studies of the cost to decommission the Utility’s nuclear generation facilities are conducted every three years in conjunction with the Nuclear Decommission ing Cost Triennial Proceedings On March 1, 2016, the Utility submitted its updated decommission ing cost estimate with the CPUC.  The estimated undiscounted cost to decommission the Utility’s nuclear power plants increased by approximately $ 1.4 billion , for a total estimated cost of $ 4.8 billion, due to increased estimated costs related to spent fuel storage, staffing, and out-of- state waste disposal.   Actual decommissioning costs may vary from these estimates as a result of changes in assumptions such as decommissioning dates; regulatory requirements; technology; and costs of labor, materials, and equipment.  The Utility recovers its revenue requirements for decommissioning costs from customers through a non-bypassable charge that the Utility expects will continue until those costs are fully recovered.  T he Utility requested that the CPUC authorize t he collection of increas ed annual revenue requirements beginning on January 1 , 2017 based on   these updated cost estimates.

 

The estimated nuclear decommissioning cost is discounted for GAAP purposes and recognized as an ARO on the Condensed Consolidated Balance Sheets.   The total nuclear decommissioning obligation accrued in accordance with GAAP was $ 3.3 b illion at March 31, 2016, which includes an $ 818 million adjustment to reflect the increased cost estimates described above, and $ 2.5 billion at December 31, 2015.  These estimates are based on the 2016 decommissioning cost studies, prepared in accordance with the CPUC requirements.  Changes in these estimates could materially affect the amount of the recorded ARO for these assets.

 

Pension and Other Postretirement Benefits

 

PG&E Corporation and the Utility sponsor a non-contributory defined benefit pension plan and cash balance plan.  Both plans are included in “Pension Benefits” below.  Post-retirement medical and life insurance plans are included in “Other Benefits” below.

 

The net periodic benefit costs reflected in PG&E Corporation’s Condensed Consolidated Financial Statements for the three months ended March 31, 2016 and 2015 were as follows:

 

 

Pension Benefits

 

Other Benefits

 

Three Months Ended March 31,

(in millions)

2016

 

2015

 

2016

 

2015

Service cost for benefits earned

$

113  

 

$  

119  

 

$  

13  

 

$  

13  

Interest cost

 

179  

 

 

168  

 

 

19  

 

 

18  

Expected return on plan assets

 

(207)

 

 

(218)

 

 

(27)

 

 

(28)

Amortization of prior service cost

 

2  

 

 

4  

 

 

4  

 

 

5  

Amortization of net actuarial loss

 

6  

 

 

3  

 

 

1  

 

 

1  

Net periodic benefit cost

 

93  

 

 

76  

 

 

10  

 

 

9  

Regulatory account transfer (1)

 

(8)

 

 

9  

 

 

-  

 

 

-  

Total

$  

85  

 

$  

85  

 

$  

10  

 

$  

9  

 

 

 

 

 

 

 

 

 

 

 

 

(1) The Utility recorded these amounts to a regulatory account since they are probable of recovery from, or refund to, customers in future rates.

 

There was no material difference between PG&E Corporation and the Utility for the information disclosed above.

 


 

Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income

 

The changes, net of income tax, in PG&E Corporation’s accumulated other comprehensive income (loss) are summarized below:

 

 

Pension

 

Other

 

 

 

 

Benefits

 

Benefits

 

Total

(in millions, net of income tax)

Three Months Ended March 31, 2016

Beginning balance

$

(23)

 

$

16  

 

$

(7)

Amounts reclassified from other comprehensive income: (1)

 

 

 

 

 

 

 

 

Amortization of prior service cost

 

 

 

 

 

 

 

 

(net of taxes of $1 and $2, respectively)

 

1  

 

 

2  

 

 

3  

Amortization of net actuarial loss

 

 

 

 

 

 

 

 

(net of taxes of $2 and $0, respectively)

 

4  

 

 

1  

 

 

5  

Regulatory account transfer

 

 

 

 

 

 

 

 

(net of taxes of $3 and $2, respectively)

 

(5)

 

 

(3)

 

 

(8)

Net current period other comprehensive loss

 

-  

 

 

-  

 

 

-  

Ending balance

$  

(23)

 

$  

16  

 

$  

(7)

 

 

 

 

 

 

 

 

 

(1) These components are included in the computation of net periodic pension and other postretirement benefit costs.  (See the “Pension and Other Postretirement Benefits” table above for additional details.)

 

 

Pension

 

Other

 

Other

 

 

 

 

Benefits

 

Benefits

 

Investments

 

Total

(in millions, net of income tax)

Three Months Ended March 31, 2015

Beginning balance

$

(21)

 

 

15  

 

 

17  

 

 

11  

Amounts reclassified from other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

Amortization of prior service cost

 

 

 

 

 

 

 

 

 

 

 

(net of taxes of $2, $2, and $0, respectively) (1)

 

2  

 

 

3  

 

 

-  

 

 

5  

Amortization of net actuarial loss

 

 

 

 

 

 

 

 

 

 

 

(net of taxes of $1, $0, and $0, respectively) (1)

 

2  

 

 

-  

 

 

-  

 

 

2  

Regulatory account transfer

 

 

 

 

 

 

 

 

 

 

 

(net of taxes of $3, $2, and $0, respectively) (1)

 

(4)

 

 

(3)

 

 

-  

 

 

(7)

Change in investments

 

 

 

 

 

 

 

 

 

 

 

(net of taxes of $0, $0, and $12, respectively)

 

-  

 

 

-  

 

 

(17)

 

 

(17)

Net current period other comprehensive loss

 

-  

 

 

-  

 

 

(17)

 

 

(17)

Ending balance

$

(21)

 

$  

15  

 

$  

-  

 

$  

(6)

 

 

 

 

 

 

 

 

 

 

 

 

(1) These components are included in the computation of net periodic pension and other postretirement benefit costs.  (See the “Pension and Other Postretirement Benefits” table above for additional details.)

 

There was no material difference between PG&E Corporation and the Utility for the information disclosed above, with the exception of other investments which are held by PG&E Corporation.


 


 

Recently Adopted Accounting Guidance

 

Fair Value Measurement

 

In May 2015, the FASB issued ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) , which standardizes reporting practices related to the fair value hierarchy for all investments for which fair value is measured using the net asset value per share.  PG&E Corporation and the Utility adopted this guidance effective January 1, 2016 and applied the requirements retrospectively for all periods presented The adoption of this standard did not impact their Condensed Consolidated Financial Statements. All prior periods presented in these Condensed Consolidated financial statements reflect the retrospective adoption of this guidance (See Note 8 below.) 

 

Accounting for Fees Paid in a Cloud Computing Arrangement

 

In April 2015, the F ASB issued ASU No. 2015-05, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement , which adds guidance to help entities evaluate the accounting treatment for cloud computing arrangements.  PG&E Corporation and the Utility adopted this guidance effective January 1, 2016.  The adoption of this guidance did not have a material impact on their Condensed Consolidated F inancial S tatements. 

 

Presentation of Debt Issuance Costs

 

In April 2015, the F ASB issued ASU No. 2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs, which amends the existing guidance relating to the presentation of debt issuance costs.  The amendments in this A SU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts.  PG&E Corporation and the Utility adopted this guidance effective January 1, 2016 and applied the requirements retrospectively for all periods presented.  The adoption of this guidance did not have a material impact on their Condensed Consolidated Financial S tatements.   PG&E Corporation and the Utility reclassified $105 million and $103 million, respectively, of debt issuance costs as of December 31, 2015 with no impact to net income or total shareholders’ equity previously reported.  All prior periods presented in these Condensed Consolidated financial statements reflect the retrospective adoption of this guidance.   

 

Accounting Standards Issued But Not Yet Adopted

 

Share-based Payment Accounting

 

In March 2016, the FASB issued ASU No. 2016-09, Compensation Stock Compensation (Topic 718), which amends the existing guidance relating to the accounting for share-based payment awards issued to employees, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows.  The ASU will be effective for PG&E Corporation and the Utility on January 1, 2017.  PG&E Corporation and the Utility are currently evaluating the impact the guidance will have on their consolidated financial statements and related disclosures.

 

Recognition of Lease Assets and Liabilities

 

In   February 2016, the FASB issued ASU No. 2016-02,   Leases (Topic 842), which   amends the existing guidance relating to the recognition of lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements.     The ASU will be effective   for PG&E Corporation and the Utility   on January 1, 2019 with retrospective application.     PG&E Corporation and the Utility are currently evaluating the impact the guidance will have on their consolidated financial statements and related disclosures.

 

Recognition and Measurement of Financial Assets and Financial Liabilities

 

In   January 2016, the FASB issued ASU No. 2016-01,   Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which   amends the existing guidance   relating to the recognition and measurement of financial instruments.     The ASU will be effective   for PG&E Corporation and the Utility   on January 1, 2018.     PG&E Corporation and the Utility are currently evaluating the impact the guidance will have on their consolidated financial statements and related disclosures.

 

 


Revenue Recognition Standard

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, which amends the existing revenue recognition guidance . In August 2015, the FASB deferred the effective date of this amendment for public companies by one year to January 1, 2018 , with early adoption permitted as of the original effective date of January 1, 2017.   (See ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date .)  PG&E Corporation and the Utility are currently evaluating the impact the guidance will have on their consolidated financial statements and related disclosures.

 

NOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTS

 

Regulatory Assets

 

Long-term regulatory assets are composed of the following:

 

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Pension benefits

$

2,414  

 

$  

2,414  

Deferred income taxes

 

3,265  

 

 

3,054  

Utility retained generation

 

399  

 

 

411  

Environmental Compliance Costs

 

683  

 

 

748  

Price risk management

 

134  

 

 

138  

Unamortized loss, net of gain, on reacquired debt

 

90  

 

 

94  

Other

 

145  

 

 

170  

Total long-term regulatory assets

$

7,130  

 

$  

7,029  

 

For more information, see Note 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 5 Form 10-K .

 

Regulatory Liabilities

 

Long-term regulatory liabilities are composed of the following:

 

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Cost of removal obligations

$

4,717  

 

$

4,605  

Recoveries in excess of asset retirement obligations

 

645  

 

 

631  

Public purpose programs

 

620  

 

 

600  

Other

 

504  

 

 

485  

Total long-term regulatory liabilities

$

6,486  

 

$

6,321  

 

For more information, see Note 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 5 Form 10-K .

 

Regulatory Balancing Accounts

 

The Utility tracks (1) differences between the Utility’s authorized revenue requirement and customer billings, and (2) differences between incurred costs and customer billings.  To the extent these differences are probable of recovery or refund over the next 12 months, the Utility records a current regulatory balancing account receivable or payable.     Regulatory balancing accounts that the Utility expects to collect or refund over a period exceeding 12 months are recorded as other noncurrent assets – regulatory assets or noncurrent liabilities – regulatory liabilities, respectively, in the Condensed Consolidated Balance Sheets.  These differences do not have an impact on net income Balancing accounts will fluctuate during the year based on seasonal electric and gas usage and the timing of when costs are incurred and cu stomer revenues are collected. 

 

 


Current regulatory balancing accounts receivable and payable are comprised of the following:

 

 

Receivable

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Electric distribution

$

515  

 

$

380  

Utility generation

 

225  

 

 

122  

Gas distribution

 

280  

 

 

493  

Energy procurement

 

87  

 

 

262  

Public purpose programs

 

149  

 

 

155  

Other

 

465  

 

 

348  

Total regulatory balancing accounts receivable

$

1,721  

 

$

1,760  

 

 

Payable

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Energy procurement

$

184  

 

$

112  

Public purpose programs

 

212  

 

 

244  

Other

 

308  

 

 

359  

Total regulatory balancing accounts payable

$

704  

 

$

715  

 

 

 

 

 

 

 

The electric distribution, utility generation, and gas distribution balancing accounts track the collection of revenue requirements approved in the GRC.  Energy procurement balancing accounts track recovery of costs related to the procurement of electricity, including any environmental compliance-related activities.  P ublic purpose programs balancing accounts are primarily used to record and recover authorized revenue requirements for commission-mandated programs such as energy efficiency and low income energy efficiency.

 

NOTE 4: DEBT

 

Revolving Credit Facilities and Commercial Paper Program

 

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings under their revolving credit facilities and commercial paper programs at March 31, 2016 :

 

 

 

 

 

 

Letters of

 

 

 

 

 

Termination

 

Facility

 

Credit

 

Commercial

 

Facility

(in millions)

Date

 

Limit

 

Outstanding

 

Paper

 

Availability

PG&E Corporation

April 2020

 

$

300  

(1)

$

-  

 

$

-  

 

$

300  

Utility

April 2020

 

 

3,000  

(2)

 

33  

 

 

443  

 

 

2,524  

Total revolving credit facilities

 

 

$

3,300  

 

$

33  

 

$

443  

 

$

2,824  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes a $50 million lender commitment to the letter of credit sublimits and a $100 million commitment for “swingline” loans defined as loans that are made available on a same-day basis and are repayable in full within 7 days.

(2) Includes a $500 million lender commitment to the letter of credit sublimits and a $75 million commitment for swingline loans.

 

 


Other Short-term Borrowings

 

I n March 2016, the Utility entered into a $250 million floating rate unsecured term loan that matures on February 2, 2017.  The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper.

 

Senior Notes Issuances

 

In March 2016 , the Utility issued $ 6 00 million principal amount of 2.95 % Senior Notes due March 1, 2026. The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper.

 

Variable Rate Interest

 

At March 31, 2016 , the interest rates on the $614 million principal amount of pollution control bonds Series 1996 C, E, F, and 1997 B and the related loan agreements ranged from 0.37% to 0.45% .  At March 31, 2016 , the interest rates on the $309 million principal amount of pollution control bonds Series 2009 A-D and the related loan agreements ranged from 0.34% to 0.38%.  Pollution control bonds Series 2009 C and D will mature on December 1, 2016.

 

NOTE 5: EQUITY

 

PG&E Corporation’s and the Utility’s changes in equity for the three months ended March 31, 2016 were as follows:

 

 

PG&E Corporation

 

Utility

 

Total

 

Total

(in millions)

Equity

 

Shareholders' Equity

Balance at December 31, 2015

$

16,828  

 

$

17,060  

Comprehensive income

 

110  

 

 

108  

Equity contributions

 

-  

 

 

65  

Common stock issued

 

152  

 

 

-  

Share-based compensation

 

6  

 

 

-  

Common stock dividends declared

 

(229)

 

 

(179)

Preferred stock dividend requirement

 

-  

 

 

(3)

Preferred stock dividend requirement of subsidiary

 

(3)

 

 

-  

Balance at March 31, 2016

$

16,864  

 

$

17,051  

 

 

During the three months ended March 31, 2016 , PG&E Corporation sold 1.3 million shares under the February 2015 equity distribution agreement for cash proceeds of $ 74 millio n, net of commissions paid of $ 1 million. As of March 31, 2016, the remaining gross sales available under this agreement were $ 350 million.

 

PG&E Corporation also issued common stock under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-based compensation plans.  During the three months ended March 31, 2016 , 2.3 million shares were issued for cash proceeds of $ 72 million under these plans.

 

 


NOTE 6: EARNINGS PER SHARE

 

PG&E Corporation’s basic EPS is calculated by dividing the income available for common shareholders by the weighted average number of common shares outstanding.  PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding share-based compensation in the calculation of diluted EPS.  The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average common shares outstanding for calculating diluted EPS:

 

 

Three Months Ended March 31,

(in millions, except per share amounts)

2016

 

2015

Income available for common shareholders

$

107  

 

$

31  

Weighted average common shares outstanding, basic

 

493  

 

 

477  

Add incremental shares from assumed conversions:

 

 

 

 

 

Employee share-based compensation

 

2  

 

 

4  

Weighted average common shares outstanding, diluted

 

495  

 

 

481  

Total earnings per common share, diluted

$

0.22  

 

$

0.06  

 

For each of the periods presented above, the calculation of outstanding common shares on a diluted basis excluded an insignificant amount of options and securities that were antidilutive.

 

NOTE 7: DERIVATIVES

 

Use of Derivative Instruments

 

The Utility is exposed to commodity price risk as a result of its electricity and natural gas procurement activities.   Procurement costs are recovered through customer rates.  The Utility uses both derivative and non-derivative contracts to manage volatility in customer rates due to fluctuating commodity prices.  Derivatives include physical and financial derivative contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. 

 

Derivatives are recorded at fair value and are pres ented in the Utility’s Condensed Consolidated Balance Sheets on a net basis in accordance with master netting arrangements for each counterparty.  The fair value of derivative instruments is further offset by cash collateral paid or received where the right of offset and the intention to offset exist.  

 

These instruments are not held for speculative purposes and are subject to certain regulatory requirements.  The Utility expects to fully recover in rates all costs related to derivatives as long as the current ratemaking mechanism remains in place and the Utility’s price risk management activities are carried out in accordance with CPUC directives.  Therefore, all unrealized gains and losses associated with the change in fair value of these derivatives are deferred and recorded within the Utility’s regulatory assets and liabilities on the Condensed Consolidated Balance Sheets.  Net realized gains or losses on commodity derivatives are recorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from or refund to customers.

 

The Utility elects the normal purchase and sale exception for eligible derivatives.  Eligible derivatives are those that require physical delivery in quantities that are expected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the commodity delivered.  These items are not reflected in the Condensed Consolidated Balance Sheets at fair value.  Eligible derivatives are accounted for under the accrual method of accounting.

 

 


Volume of Derivative Activity

 

The volumes of the Utility’s outstanding derivatives were as follows:

 

 

 

 

Contract Volume at

 

 

 

 

March 31,

 

December 31,

Underlying Product

 

Instruments

 

2016

 

2015

Natural Gas (1) (MMBtus (2) )

 

Forwards and Swaps

 

341,884,852

 

333,091,813

 

 

Options

 

92,426,200

 

111,550,004

Electricity (Megawatt-hours)

 

Forwards and Swaps

 

3,580,205

 

3,663,512

 

 

Congestion Revenue Rights (3)

 

198,499,963

 

216,383,389

 

 

 

 

 

 

 

(1 ) Amounts shown are for the combined positions of the electric fuels and core gas supply portfolios.

(2 ) Million British Thermal Units.

(3) CRRs are financial instruments that enable the holders to manage variability in electric energy congestion charges due to transmission grid limitations.

 

Presentation of Derivative Instruments in the Financial Statements

 

At March 31, 2016 , the Utility’s outstanding derivative balances were as follows:

 

 

Commodity Risk

 

Gross Derivative

 

 

 

 

 

Total Derivative

(in millions)

Balance

 

Netting

 

Cash Collateral

 

Balance

Current assets – other

$

91  

 

$

(5)

 

$

12  

 

$

98  

Other noncurrent assets – other

 

173  

 

 

(5)

 

 

-  

 

 

168  

Current liabilities – other

 

(105)

 

 

5  

 

 

46  

 

 

(54)

Noncurrent liabilities – other

 

(139)

 

 

5  

 

 

16  

 

 

(118)

Net commodity risk

$

20  

 

$

-  

 

$

74  

 

$

94  

 

At December 31, 2015 , the Utility’s outstanding derivative balances were as follows:

 

 

Commodity Risk

 

Gross Derivative

 

 

 

 

 

Total Derivative

(in millions)

Balance

 

Netting

 

Cash Collateral

 

Balance

Current assets – other

$

97  

 

 

(4)

 

 

25  

 

$

118  

Other noncurrent assets – other

 

172  

 

 

(2)

 

 

-  

 

 

170  

Current liabilities – other

 

(102)

 

 

4  

 

 

44  

 

 

(54)

Noncurrent liabilities – other

 

(140)

 

 

2  

 

 

21  

 

 

(117)

Net commodity risk

$

27  

 

$

-  

 

$

90  

 

$

117  

 

Gains and losses associated with price risk management activities were recorded as follows:

 

 

Commodity Risk

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Net unrealized gain (loss) - regulatory assets and liabilities (1)

$

(7)

 

$  

(52)

Realized loss - cost of electricity (2)

 

(29)

 

 

(7)

Realized loss - cost of natural gas (2)

 

(1)

 

 

(1)

Total commodity risk

$

(37)

 

$  

(60)

 

 

 

 

 

 

( 1) Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory liabilities or assets, respectively, rather than being recorded to the Condensed Consolidated Statements of Income.  These amounts exclude the impact of cash collateral postings.

( 2) These amounts are fully passed through to customers in rates.  Accordingly, net income was not impacted by realized amounts on these instruments.

 

Cash inflows and outflows associated with derivatives are included in operating cash flows on the Utility’s Condensed Consolidated Statements of Cash Flows.

 

 


The majority of the Utility’s derivatives contain collateral posting provisions tied to the Utility’s credit rating from each of th e major credit rating agencies.  At March 31, 2016 , the Utility’s credit rating was investment grade.  If the Utility’s credit rating were to fall below investment grade, the Utility would be required to post additional cash immediately to fully collateralize some of its net liability derivative positions.

 

The additional cash collateral that the Utility would be required to post if the credit risk-related contingency features were triggered was as follows:

 

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Derivatives in a liability position with credit risk-related

 

 

 

 

 

contingencies that are not fully collateralized

$

(9)

 

$

(2)

Collateral posting in the normal course of business related to

 

 

 

 

 

these derivatives

 

7  

 

 

-  

Net position of derivative contracts/additional collateral

 

 

 

 

 

posting requirements (1)

$

(2)

 

$

(2)

 

 

 

 

 

 

(1) This calculation excludes the impact of closed but unpaid positions, as their settlement is not impacted by any of the Utility’s credit risk-related contingencies.

 

NOTE 8: FAIR VALUE MEASUREMENTS

 

PG&E Corporation and the Utility measure their cash equivalents, trust assets, price risk management instruments, and other investments at fair value.  A three-tier fair value hierarchy is established that prioritizes the inputs to valuation methodologies used to measure fair value:

 

  • 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.

 

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.


 


Assets and liabilities measured at fair value on a recurring basis for PG&E Corporation and the Utility are summarized below. Assets held in rabbi trusts are held by PG&E C orporation and not the Utility.

 

 

Fair Value Measurements

 

At March 31, 2016

(in millions)

Level 1

 

Level 2

 

Level 3

 

Netting (1)

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

$

97  

 

$

-  

 

$

-  

 

$

-  

 

$

97  

Nuclear decommissioning trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

25  

 

 

-  

 

 

-  

 

 

-  

 

 

25  

Global equity securities

 

1,619  

 

 

-  

 

 

-  

 

 

-  

 

 

1,619  

Fixed-income securities

 

682  

 

 

508  

 

 

-  

 

 

-  

 

 

1,190  

Assets measured at NAV

 

-  

 

 

-  

 

 

-  

 

 

-  

 

 

13  

Total nuclear decommissioning trusts (2)

 

2,326  

 

 

508  

 

 

-  

 

 

-  

 

 

2,847  

Price risk management instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity

 

1  

 

 

12  

 

 

246  

 

 

3  

 

 

262  

Gas

 

2  

 

 

3  

 

 

-  

 

 

(1)

 

 

4  

Total price risk management instruments

 

3  

 

 

15  

 

 

246  

 

 

2  

 

 

266  

Rabbi trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-income securities

 

-  

 

 

58  

 

 

-  

 

 

-  

 

 

58  

Life insurance contracts

 

-  

 

 

72  

 

 

-  

 

 

-  

 

 

72  

Total rabbi trusts

 

-  

 

 

130  

 

 

-  

 

 

-  

 

 

130  

Long-term disability trust

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

8  

 

 

-  

 

 

-  

 

 

-  

 

 

8  

Assets measured at NAV

 

-  

 

 

-  

 

 

-  

 

 

-  

 

 

147  

Total long-term disability trust

 

8  

 

 

-  

 

 

-  

 

 

-  

 

 

155  

Total assets

$

2,434  

 

$

653  

 

$

246  

 

$

2  

 

$

3,495  

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price risk management instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Note 7)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity

$

67  

 

$

5  

 

$

171  

 

$

(72)

 

$

171  

Gas

 

-  

 

 

1  

 

 

-  

 

 

-  

 

 

1  

Total liabilities

$

67  

 

$

6  

 

$

171  

 

$

(72)

 

$

172  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral.

(2) Represents amount before deducting $ 331 million, primarily related to deferred taxes on appreciation of investment value.

 

 


 

Fair Value Measurements

 

At December 31, 2015

(in millions)

Level 1

 

Level 2

 

Level 3

 

Netting (1)

 

Total

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

$

64  

 

$

-  

 

$

-  

 

$

-  

 

$

64  

Nuclear decommissioning trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

36  

 

 

-  

 

 

-  

 

 

-  

 

 

36  

Global equity securities

 

1,520  

 

 

-  

 

 

-  

 

 

-  

 

 

1,520  

Fixed-income securities

 

694  

 

 

521  

 

 

-  

 

 

-  

 

 

1,215  

Assets measured at NAV

 

-  

 

 

-  

 

 

-  

 

 

-  

 

 

13  

Total nuclear decommissioning trusts (2)

 

2,250  

 

 

521  

 

 

-  

 

 

-  

 

 

2,784  

Price risk management instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Note 9 in the 2015 Form 10-K)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity

 

-  

 

 

9  

 

 

259  

 

 

18  

 

 

286  

Gas

 

-  

 

 

1  

 

 

-  

 

 

1  

 

 

2  

Total price risk management instruments

 

-  

 

 

10  

 

 

259  

 

 

19  

 

 

288  

Rabbi trusts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed-income securities

 

-  

 

 

57  

 

 

-  

 

 

-  

 

 

57  

Life insurance contracts

 

-  

 

 

70  

 

 

-  

 

 

-  

 

 

70  

Total rabbi trusts

 

-  

 

 

127  

 

 

-  

 

 

-  

 

 

127  

Long-term disability trust

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

 

7  

 

 

-  

 

 

-  

 

 

-  

 

 

7  

Assets measured at NAV

 

-  

 

 

-  

 

 

-  

 

 

-  

 

 

158  

Total long-term disability trust

 

7  

 

 

-  

 

 

-  

 

 

-  

 

 

165  

Total assets

$

2,321  

 

$

658  

 

$

259  

 

$

19  

 

$

3,428  

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Price risk management instruments

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Note 9 in the 2015 Form 10-K)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Electricity

$

69  

 

$

1  

 

$

170  

 

$

(70)

 

$

170  

Gas

 

-  

 

 

2  

 

 

-  

 

 

(1)

 

 

1  

Total liabilities

$

69  

 

$

3  

 

$

170  

 

$

(71)

 

$

171  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral.

(2) Represents amount before deducting $3 14 million, primarily related to deferred taxes on appreciation of investment value.

 

Valuation Techniques

 

The following describes the valuation techniques used to measure the fair value of the assets and liabi lities shown in the tables above.  There are no restrictions on the terms and conditions upon which the investments may be redeemed.  Transfers between levels in the fair value hierarchy are recognized as of th e end of the reporting period.  There were no material transfers between any levels for the three months ended March 31, 2016 and 2015 .

 

 


Trust Assets

 

Assets Measured at Fair Value

 

In general, investments held in the trusts are exposed to various risks, such as interest rate, cred it, and market volatility risks. N uclear decommissioning trust assets and other trust assets are composed primarily of equity and fixed-income securities and also include short-term investments that are money market funds valued at level 1.

 

Global e quity securities primarily include i nvestments in common stock that are valued based on quoted prices in active markets and are classified as Level 1.

 

Fixed-income securities are primarily composed of U.S. government and agency securities, municipal securities, and other fixed-income securities, including corporate debt securities.  U.S. government and agency securities primarily consist of U.S. Treasury securities that are classified as Level 1 because the fair value is determined by observable market prices in active markets.  A market approach is generally used to estimate the fair value of debt securities classified as Level 2 using evaluated pricing data such as broker quotes, for similar securities adjusted for observable differences.  Significant inputs used in the valuation model generally include benchmark yield curves and issuer spreads.  The external credit ratings, coupon rate, and maturity of each security are considered in the valuation model, as applicable.

 

Assets Measured at NAV Using Practical Expedient

 

On January 1, 2016, PG&E Corporation and the Utility adopted FASB ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) and applied it retrospectively for the periods presented in their Condensed Consolidated Financial Statements .   (See Note 2 above.)   In accordance with this guidance, investments in the nuclear decommissioning trusts and the long-term disability trust that are measured at fair value using the NAV per share practical expedient have not been classified in the fair value hierarchy tables above.  The fair value amounts are included in the tables above in order to reconcile to the amounts presented in the Condensed Consolidated Balance Sheets.  These investments include commingled funds that are composed of equity securities traded publicly on exchanges as well as fixed-income securities that are composed primarily of US government securities and asset-backed securities. 

 

Price Risk Management Instruments

 

Price risk management instruments include physical and financial derivative contracts, such as power purchase agreements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. 

 

Power purchase agreements, forwards, and swaps are valued using a discounted cash flow model.  Exchange-traded futures that are valued using observable market forward prices for the underlying commodity are classified as Level 1.  Over-the-counter forwards and swaps that are identical to exchange-traded futures, or are valued using forward prices from broker quotes that are corroborated with market data are classified as Level 2.  Exchange-traded options are valued using observable market data and market-corroborated data and are classified as Level 2.  

 

Long-dated power purchase agreements that are valued using significant unobservable data are classified as Level 3.  These Level 3 contracts are valued using either estimated basis adjustments from liquid trading points or techniques, including extrapolation from observable prices, when a contract term extends beyond a period for which market data is available.   Market and credit risk ma nagement utilizes models to derive pricing inputs for the valuation of the Utility’s Level 3 instruments using pricing inputs from br okers and historical data.

 

The Utility holds CRRs to hedge the financial risk of CAISO-imposed congestion charges in the day-ahead market.  Limited market data is available in the CAISO auction and between auction dates; therefore, the Utility utilizes historical prices to forecast forward prices . CRRs are classified as Level 3.

 

 


Level 3 Measurements and Sensitivity Analysis

 

The Utility’s market and credit risk m anagement function, which reports to the Chief Risk and Audit Officer of the Utility, is responsible for determining the fair value of the Utility’s price risk manag ement derivatives.  The Utility’s finance and risk management functions collaborate to determine the appropriate fair value methodologies and classification for each derivative.  Inputs used and the fair value of Level 3 instruments are reviewed period-over-period and compared with market conditions to determine reasonableness.

 

Significant increases or decreases in any of those inputs would result in a significantly higher or lower fair value, respectively.  All reasonable costs related to Level 3 instruments are expected to be recoverable through customer rates; therefore, there is no impact to net income resulting from changes in the fair value of these instruments.   (See Note 7 above.)

 

 

 

Fair Value at

 

 

 

 

 

 

 

(in millions)

 

At March 31, 2016

 

Valuation

 

Unobservable

 

 

 

Fair Value Measurement

 

Assets

 

Liabilities

 

Technique

 

Input

 

Range (1)

Congestion revenue rights

 

$

246  

 

$  

59  

 

Market approach

 

CRR auction prices

 

$

(23.81) - 8.76

Power purchase agreements

 

$

-  

 

$  

112  

 

Discounted cash flow

 

Forward prices

 

$

17.64 - 38.80  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Represents price per megawatt-hour

 

 

 

Fair Value at

 

 

 

 

 

 

 

(in millions)

 

At December 31, 2015

 

Valuation

 

Unobservable

 

 

 

Fair Value Measurement

 

Assets

 

Liabilities

 

Technique

 

Input

 

Range (1)

Congestion revenue rights

 

$

259  

 

$

63  

 

Market approach

 

CRR auction prices

 

$

(161.36) - 8.76

Power purchase agreements

 

$

-  

 

$

107  

 

Discounted cash flow

 

Forward prices

 

$

15.08 - 37.27  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Represents price per megawatt-hour

 

Level 3 Reconciliation

 

The following tables present the reconciliation for Level 3 price risk management instruments for the three months ended March 31, 2016 and 2015 :

 

 

Price Risk Management Instruments

(in millions)

2016

 

2015

Asset (liability) balance as of January 1

$

89  

 

$

69  

Net realized and unrealized gains:

 

 

 

 

 

Included in regulatory assets and liabilities or balancing accounts (1)

 

(14)

 

 

(27)

Asset (liability) balance as of March 31

$

75  

 

$

42  

 

 

 

 

 

 

(1) The costs related to price risk management activities are recoverable through customer rates, therefore, balancing account revenue is recorded for amounts settled and purchased and there is no impact to net income. Unrealized gains and losses are deferred in regulatory liabilities and assets.

 

Financial Instruments

 

PG&E Corporation and the Utility use the following methods and assumptions in estimating fair value for financial instruments:

 

  • The fair values of cash, 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, 2016 and December 31, 2015 , 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, 2016 and December 31, 2015

 

 


The carrying amount and fair value of PG&E Corporation’s and the Utility’s debt instruments were as follows (the table below excludes financial instruments with carrying values that approximate their fair values):

 

 

At March 31, 2016

 

At December 31, 2015

(in millions)

Carrying Amount

 

Level 2 Fair Value

 

Carrying Amount

 

Level 2 Fair Value

PG&E Corporation

$

350  

 

$

356  

 

$

350  

 

$

354  

Utility

 

15,412  

 

 

17,823  

 

 

14,918  

 

 

16,422  

 

Available for Sale Investments

 

The following table provides a summary of available-for-sale investments:

 

 

 

 

 

Total

 

 

Total

 

 

 

 

Amortized

 

 

Unrealized

 

 

Unrealized

 

 

Total Fair

(in millions)

Cost

 

 

Gains

 

 

Losses

 

 

Value

As of March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

Nuclear decommissioning trusts

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

$

25  

 

$

-  

 

$

-  

 

$

25  

Global equity securities

 

603  

 

 

1,038  

 

 

(9)

 

 

1,632  

Fixed-income securities

 

1,113  

 

 

81  

 

 

(4)

 

 

1,190  

Total (1)

$

1,741  

 

$

1,119  

 

$

(13)

 

$

2,847  

As of December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

Nuclear decommissioning trusts

 

 

 

 

 

 

 

 

 

 

 

Short-term investments

$

36  

 

$

-  

 

$

-  

 

$

36  

Global equity securities

 

508  

 

 

1,034  

 

 

(9)

 

 

1,533  

Fixed-income securities

 

1,165  

 

 

58  

 

 

(8)

 

 

1,215  

Total (1)

$

1,709  

 

$

1,092  

 

$

(17)

 

$

2,784  

 

 

 

 

 

 

 

 

 

 

 

 

(1) Represents amounts before deducting $ 331 million and $3 14 million at March 31, 2016 and December 31, 2015 , respectively, primarily related to deferred taxes on appreciation of investment value.

 

The fair value of fixed-income securities by contractual maturity is as follows:

 

 

As of

(in millions)

March 31, 2016

Less than 1 year

$

26  

1–5 years

 

409  

5–10 years

 

251  

More than 10 years

 

504  

Total maturities of fixed-income securities

$

1,190  

 

The following table provides a summary of activity for the investments :

 

 

Three Months Ended

 

March 31, 2016

 

March 31, 2015

(in millions)

 

 

 

 

 

Proceeds from sales and maturities of nuclear decommissioning trust

 

 

 

 

 

investments

$

439  

 

 

417  

Gross realized gains on sales of securities held as available-for-sale

 

5  

 

 

35  

Gross realized losses on sales of securities held as available-for-sale

 

(2)

 

 

(3)

 

 


NOTE 9: CONTINGENCIES AND COMMITMENTS

 

PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to enforcement and litigation matters and environmental remediation.  The Utility also has substantial financial commitments in connection with agreements entered into to sup port its operating activities.  PG&E Corporation’s and the Utility’s financial condition, results of operations, and cash flows also may be affected by the outcome of the following matters.

 

Enforcement and Litigation Matters

 

CPUC Matters

 

Order Instituting an Investigation into Compliance with Ex Parte Communication Rules

 

During 2014 and 2015, the Utility filed several reports to notify the CPUC of communications that the Utility believes may have constituted or described ex parte communications that either should not have been made or that should have been timely reported to the CPUC.  Ex parte communications include communications between a decision maker or a Commissioner’s advisor and interested persons concerning substantive issues in certain formal proceedings.  Certain communications are prohibited and others are permissible with proper noticing and reporting.

 

On November 23, 2015, the CPUC issued an OII into whether the Utility should be sanctioned for violating rules pertaining to ex parte communications and Rule 1.1 of the CPUC’s Rules of Practice and Procedure governing the conduct of those appearing before the CPUC.  The OII cites some of the communications the Utility reported to the CPUC.  The OII also cites the ex parte violations alleged in the City of San Bruno’s July 2014 motion, which it filed in the CPUC investigations related to the Utility’s natural gas transmission pipeline operations and practices.

 

On April 18, 2016, the Cities of San Bruno and San Carlos, ORA, the SED, TURN , and the Utility filed a joint Meet and Confer Process Report in advance of the prehearing conference that was held on Apr il 20, 2016.  The report included the proposed scope of the proceeding, including the number of communications at issue, a procedure for moving undisputed facts into the evidentiary record, a diligence process for providing additional factual information, and a procedural schedu le.  Subject to the CPUC’s approval, the parties have agreed that the scope of this proceeding may include a total of 159 communications (the 46 communications already included in the OII and 113 additional communications).  The parties also recommended briefing on whether an additional 21 communications should be included in the proceeding.   The Utility is expecting a ruling on these proposals in the second quarter of 2016.

 

The CPUC will determine whether the communications included within the scope of the proceeding were in violation of its rules and whether to impos e penalties or other remedies.  The CPUC can impose fines up to $50,000 for each violation, per day.   The CPUC has wide discretion to determine the amount of penalties based on the totality of the circumstances, including such factors as how many days each violation continued; the gravity of the violations; the type of harm caused by the violations and the number of persons affected; and the good faith of the entity charged in attempting to achieve compliance, after notification of a violation.  The CPUC is also required to consider the appropriateness of the amount of the penalty to the size of the entity charged.  The CPUC has historically exercised this discretion in determining penalties. 

 

PG&E Corporation and the Utility believe it is probable that the CPUC will impose penalties on the Utility in the OII but they are unable to reasonably estimate the amount or range of future charges that could be incurred, because it is uncertain how the CPUC will calculate the number of violations or the penalty for any violations, and whether the CPUC will consider additional communications in the OII, including those identified in a motion filed on December 1, 2015, by the City of San Bruno in the 2015 GT&S rate case .  It is also uncertain whether the CPUC will take additional action in any of the proceedings in which the Utility has self-reported communications that may have violated the CPUC’s ex parte rules. 

 

Finally, the U.S. Attorney’s Office in San Francisco and the California Attorney General’s office also have been investigating matters related to allegedly improper communication between the Utility and CPUC personnel.   The Utility is cooperating with the federal and state investigators.   It is uncertain whether any charges will be brought against the Utility .

 

 


CPUC Investigation Regarding Natural Gas Distribution Facilities   Record-Keeping

 

On November 20, 2014, the CPUC began an investigation into whether the Utility violated applicable laws pertaining to record-keeping practices with respect to maintaining safe operation of its natural gas distribution service and facilities.  The order also requires the Utility to show cause why (1) the CPUC should not find that the Utility violated provisions of the California Public Utilities Code, CPUC general orders or decisions, other rules, or requirements, and/or engaged in unreasonable and/or imprudent practices related to these matters, and (2) the CPUC should not impose penalties, and/or any other forms of relief, if any violations are found.  In particular, the order cites the SED’s investigative reports alleging that the Utility violated rules regarding safety record-keeping in connection with six natural gas distribution incidents, including the natural gas explosion that occurred in Carmel, California on March 3, 2014. 

 

On September 30, 2015, the SED submitted its supplemental testimony, which included incidents allegedly related to record-keeping that had not been identified in the initial order, and also asserted violations related to the Utility’s pre-excavation location and marking practices, causal evaluation practices, and compliance with regulations governing pressure validation for certain distribution facilities. 

 

On February 26, 2016, the Utility, the SED, TURN , and the City of Carmel , California (“Carmel”) filed their opening briefs .   In its brief, the SED cite d alleged record-keeping violations related to various natural gas distribution incidents, the Utility’s pre-excavation location and marking practices, causal evaluation practices, and compliance with regulations governing pressure validation for certain distribution facilities.   The SED recommend ed that the CPUC impose a fine on the Utility of approximately $112 million for these alleged viol ations.  The SED also recommended that the CPUC require the Utility to undertake various remedial actions with respect to its gas distribution system records and facilities and that the Utility be prohibited from recovering remedial-related costs from customers.  Carmel recommend ed that the CPUC impose penalties on the Utility of up to approximately $652 million, including approximately $137 million for the natural gas explosion that occurred in Carmel on March 3, 2014 (for which the Utility has previo usly paid a CPUC-imposed fine of $10.85 million).  Carmel also recommended various remedial measures.   TURN recommended that the Utility be required to undertake remedial actions, fund annual SED audits of the Utility’s record-keeping practices for a period of ten years, and promptly correct any deficiencies identified in those audits.  

 

On April 1, 2016, the Utility filed its reply brief in which the Utility indicated that it did not agree that any penalty was appropriate, but if the CPUC determined that a penalty should be imposed, such penalty s hould not exceed $33.6 million.  The Utility recommended that such penalty, if imposed, should be invested in the safety of the Utility’s gas distribution system, for example for implementation of certain rem edial measures.  The Utility expects that the presiding officer’s decision will be issued within 60 days of the April 1, 2016 filing.  Unless any party files an appeal of the presiding officer’s decision or a CPUC Commissioner requests a CPUC review of the presiding officer’s decision within 30 days, the decision will become final.  The CPUC has the authority to extend the deadlines indicated above.

 

PG&E Corporation and the Utility believe it is probable that the CPUC will impose penalties on the U tility in the form of fines or other remedies, including possible future unrecoverable costs to implement operational remedies. Remedies would be recorded in the period the expense is incurred and fines would be recorded when considered probable and their amount or range can be reasonably estimated.  The Utility is unable to determine the form or amount of penalties or reasonably estimate the amount or range of future charges that could be incurred given the CPUC’s discretion in imposing fines and other remedies.

 

Natural Gas Transmission Pipeline Rights-of-Way   

 

In 2012, the Utility notified the CPUC and the SED that the Utility planned to complete a system-wide survey of its transmission pipelines in an effort to address a self-reported violation whereby the Utility did not properly identify encroachments (such as building structures and vegetation overgrowth) on the Utility’s pipeline rights-of-way.   The Utility also submitted a proposed compliance plan that set forth the scope and timing of remedial work to remove identified encroachments over a multi-year period and to pay penalties if the proposed milestones were not met.   In March 2014, the Utility informed the SED that the survey had been completed and that remediation work, including removal of the encroachments, was expected to continue for several years. The SED has not addressed the Utility’s proposed compliance plan, and it is reasonably possible that the SED will impose fines on the Utility in the future based on the Utility’s failure to continuously survey its system and remove encroachments.  T he Utility is unable to reasonably estimate the amount or range of future charges that could be incurred given the SED’s wide discretion and the number of factors that can be considered in determining penalties.

 


Potential Safety Citations

 

The SED periodically audits utility operating practices and conducts investigations of potential violations of laws and regulations applicable to the safety of the California utilities’ electric and natural gas facilities and operations.   In addition, the California utilities are required to inform the SED of self-identified or self-corrected violations of natural gas safety regulations.   The CPUC has delegated authority to the SED to issue citations and impose fines for violations identified through audits, investigations, or self-reports.   The SED can consider the discretionary factors discussed above (see “ Order Instituting an Investigation into Compliance with Ex Parte Communication Rules” above) in determining the number of violations and whether to impose daily fines for continuing violations.  The SED is required, however, to impose the maximum statutory penalty of $50,000 for each separate violation.

 

The SED has imposed fines on the Utility ranging from $50,000 to $16.8 million for violations of electric and natural gas laws and regulations.  The Utility believes it is probable that the SED will impose fines or take other enforcement action based on some of the Utility’s self-reported non-compliance with laws and regulations or based on allegations of non-compliance with such laws and regulations that are contained in some of the SED’s audits.  The Utility is unable to reasonably estimate the amount or range of future charges that could be incurred for fines imposed by the SED with respect to these matters given the wide discretion the SED has in determining whether to bring enforcement action and the number of factors that can be considered in determining the amount of fines.

 

Federal Matters

 

Federal Criminal Indictment

 

On July 29, 2014, a federal grand jury for the Northern District of California returned a 28-count superseding criminal indictment against the Utility in federal district court that superseded the original indictment that was returned on April 1, 2014.  The superseding indictment charges 27 felony counts alleging that the Utility knowingly and willfully violated minimum safety standards under the Natural Gas Pipeline Safety Act relating to record-keeping, pipeline integrity management, and identification of pipeline threats.  The superseding indictment also includes one felony count charging that the Utility illegally obstructed the NTSB’s investigation into the cause of the San Bruno accident.  On December 23, 2015, the court presiding over the federal criminal proceeding dismissed 15 of the Pipeline Safety Act counts, leaving 13 remaining counts.  Although the trial previously had been scheduled to begin on April 26, 2016, the court vacated the trial date and no new trial date has been set.  The court stated that it will set a new trial date in due course.

 

The maximum statutory fine for each felony count is $500,000, for total potential fines of $6.5 million.  The government is also seeking fines under the Alternative Fines Act.  The Alternative Fines Act states, in part: “If any person derives pecuniary gain from the offense, or if the offense results in pecuniary loss to a person other than the defendant, the defendant may be fined not more than the greater of twice the gross gain or twice the gross loss.”  On December 8, 2015, the court issued an order granting, in part, the Utility’s request to dismiss the government’s allegations seeking an alternative fine under the Alternative Fines Act.  The court dismissed the government’s allegations regarding the amount of losses, but concluded that it required additional information about how the government would prove its allegations about the amount of gross gains prior to deciding whether to dismiss those allegations.  Based on the superseding indictment’s allegation that the Utility derived gross gains of approximately $281 million, the potential maximum alternative fine would be approximately $562 million.  On February 2, 2016, the court issued an order holding that if the government’s allegations about the Utility’s gross gains are considered, they would be considered in a second trial phase that would take place after the trial on the criminal charges. 

 

The Utility entered a plea of not guilty.  The Utility believes that criminal charges and the alternative fine allegations are not merited and that it did not knowingly and willfully violate minimum safety standards under the Natural Gas Pipeline Safety Act or obstruct the NTSB’s investigation, as alleged in the superseding indictment.  PG&E Corporation and the Utility have not accrued any charges for criminal fines in their Condensed Consolidated Financial Statements as such amounts are not considered to be probable.

 

Other Federal Matters

 

T he Utility was informed that the U.S. Attorney’s Office was   investigating a natural gas explosion that occurred in Carmel, California on March 3, 2014.  The U.S. Attorney’s Office in San Francisco also continues to investigate matters relating to the indicted case discussed above.  It is uncertain whether any additional charges will be brought against the Utility .

 

 


Capital Expenditures R elating to Pipeline Safety Enhancement Pla n

 

The CPUC has authorized the Utility to collect $766 million for recovery of PSEP capital costs.  As of March 31, 2016, th e Utility has spent $1.3 billion on PSEP-related capital costs, of which $665 million was written off in previous years for costs that are expected t o exceed the authorized amount.  The Utility expects the remaining PSEP work to co ntinue beyond 2016.  The Utility would be required to record charges in future periods to the extent PSEP-related capital costs are higher than currently expected.

 

Penalty Decision’s Disallowance of Natural Gas Capital Spend

 

On Ap ril 9, 2015, the CPUC issued a decision in its investigative enforcement proceedings pending against the Utility to impose total penalties of $1.6 billion on the Utility after determining that the Utility had committed numerous violations of laws and regulations related to its natural gas transmission operations (the “Penalty Decision”) . (In January 2016, the CPUC closed the investigative proceedings.)  The total penalty includes (1) a $300 million fine, (2) a one-time $400 million bill credit to the Utility’s natural gas customers, (3) $850 million to fund future pipeline safety projects and programs, and (4) remedial measures that the CPUC estimates will cost the Utility at least $50 million. In August 2015, the Utility paid the $300 million fine. 

 

For the three months ended March 31, 2016, the Utility recorded additional charges in operating and maintenance expenses in the Condensed Consolidated Statements of Income of $87 million, as a result of the Penalty Decision.  The cumulative charges at March 31, 2016, and the additional future charges to reach the $1.6 billion total are shown in the following table:

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months

 

Cumulative

 

Future

 

 

 

Ended

 

Charges

 

Charges

 

 

 

 

March 31,

 

 

March 31,

 

and

 

    Total

(in millions)

2016

 

2016

 

Costs

 

Amount

Fine paid to the state

$

-  

 

$  

300  

 

$  

-  

 

$  

300  

Customer bill credit

 

-  

 

 

400  

 

 

-  

 

 

400  

Charge for disallowed capital (1)

 

87  

 

 

494  

 

 

195  

 

 

689  

Disallowed revenue for pipeline safety

 

 

 

 

 

 

 

 

 

 

 

  expenses (2)

 

-  

 

 

-  

 

 

161  

 

 

161  

CPUC estimated cost of other remedies (3)

 

-  

 

 

-  

 

 

-  

 

 

50  

Total Penalty Decision fines and remedies

$

87  

 

$  

1,194  

 

$  

356  

 

$  

1,600  

 

 

 

 

 

 

 

 

 

 

 

 

(1) The Penalty Decision disallows the Utility from recovering $850 million in costs associated with pipeline safety-related projects and programs th at the CPUC will identify in a final decision to be issued in th e Utility’s 2015 GT&S rate case. The Penalty Decision requires that at least $689 million of the $850 million cost disallowance be allocated to capital expenditures. The Utility estimates that approximately $ 494 million of cumulative capital spending is probable of disallowance, subject to adjustment based on the final 2015 GT&S rate case decision.

(2) These costs are being expensed as incurred. Future GT&S revenues will be reduced for these unrecovered expenses.

(3) In the Penalty Decision, the CPUC estimated that the Utility would incur $50 million to comply with the remedies spec ified in the Penalty Decision and does not reflect the Utility’s remedy-related costs already incurred nor the Utility’s estimated future remedy-related costs. These costs are being expensed as incurred.

 

O ther Legal and Regulatory Contingencies

 

PG&E Corporation and the Utility are subject to various laws and regulations and, in the normal course of business, are named as parties in a number of claims and lawsuits.  In addition, penalties may be incurred for failure to comply with federal, state, or local laws and regulations. A provision for a loss contingency is recorded when it is both probable that a loss has been incurred and the amount of the loss can be reasonably estimated. PG&E Corporation and the Utility evaluate the range of reasonably estimated losses and record a provision based on the lower end of the range, unless an amount within the range is a better estimate than any other amount.  The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. Loss contingencies are reviewed quarterly and estimates are adjusted to reflect the impact of all known information, such as negotiations, discovery, settlements and payments, rulings, advice of legal counsel, and other information and events pertaining to a particular matter. PG&E Corporation’s and the Utility’s policy is to exclude anticipated legal costs from the provision for loss and expense these costs as incurred.

 

 


Investigation of the Butte Fire

 

On April 28, 20 16, Cal Fire released its report of the investigation of the origin and cause of the “Butte fire,” the wildfire that ignited and spread in Amador and Calaveras Counties in Northern California in September 2015.  Cal Fire’s repor t concluded that the wildfire was caused when a Gray Pine tree contacted the Utility’s electric line which ignited portions of the tree, and determined that the failure by the Utility and its vegetation management contractors to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree.  In a press release also issued on April 28, 2016, Cal Fire indicated that it will seek to recover firefighting costs in excess of $90 million from the Utility.

 

In connection with the Butte fire, approximately 32 complaints have been filed to date against the Utility and its vegetation management contractors in the Superior Court of California in both the County of Calaveras and the County of San Francisco, involving approximately 1,300 individual plaintiffs and their insurance companies.  In response to plaintiffs’ and the Utility’s requests, the California Judicial Council has authorized the coordination of all cases in the Superior Court of California, Sacramento County.  Plaintiffs have begun to present to the Utility claims seeking early resolution of preference cases (individuals who due to their age and/or physical condition are not likely to meaningfully participate in a t rial under normal scheduling).  The number of complaints may increase in the future.  An initial case management conference was held on April 22, 2016 and the next case management conference is currently scheduled for May 24, 2016.

 

In connection with this matter, the Utility may be liable for property damages without having been found negligent, through the theory of inverse condemnation.  In addition, the Utility may be liable for fire suppression costs, personal injury damages, and other damages if the Utility were found to have been negligent.

 

Based on the evidence described in the Cal Fire report that the Gray Pine tree contacted an electric line of the Utility, the Utility believes that it is probable that it will incur a loss of $350 million for property damages in connection with this matter, which corresponds to the lower end of the range of its reasonably estimated losses.  This amount is based on estimates about the number, size, and type of structures damaged or destroyed, and assumptions about the contents of such structures and other property damage.  The Utility currently is unable to reasonably estimate the upper end of the range.  At March 31, 2016, the Condensed Consolidated Balance Sheets include $350 million in other current liabilities for the estimated property damages .

 

The Utility also believes that it is reasonably possible that it will incur a loss in exc ess of this amount , for additional costs related to fire suppression, personal injury damages , and other damages.  The Utility believes that $90 million is a reasonable estimate of fire suppression costs.  The Utility currently is unable to reasonably estimate other costs. 

 

The Utility has insurance coverage for third party claims.  If the amount of insurance is insufficient to cover the Utility’s liability resulting from the Butte fire, or if insurance is otherwise unavailable, PG&E Corporation’s and the Utility’s financial condition, results of operations, or cash flows could be materially affected.

 

As a result of the Cal Fire report, additional investigations and proceedings may be opened, the outcome of which PG&E Corporation and the Utility are unable to predict.

 

Rehearing of CPUC Decisions Approving 2006 – 2008 Energy Efficiency Incentive Awards

 

On September 17, 2015, the CPUC granted TURN’s and ORA’s long-standing applications for rehearing of the CPUC decisions that awarded energy efficiency incentive payments to the California IOUs for the 2006-2008 en ergy efficiency program cycle.  Under the incentive ratemaking mechanism applicable to the 2006-2008 program cycle, the Utility could have earned incentive revenues up to a maximum of $180 million, depending on the extent to which the Utility achiev ed the energy savings targets.  Conversely, to the extent the Utility failed to achieve the targets, the Utility could have been required to offset future incentive earnings claims by amounts previously awarded, and, in addition, could have incurred p enalties of up to $180 million.  The Utility was awarded a total of $104 million for the 2006-2008 program cycle.  In the re-opened proceeding, the CPUC will evaluate whether the incentive amounts awarded to the IOUs were just and reasonable, and whether any refunds are due. 

 

On March 18, 2016, TURN and ORA submitted a joint proposal to require a refund of incentive awards that TURN and ORA argue were not calculated in accordance with the ratemaking mechanism rules and procedures the CPUC had previously adopted TURN and ORA contended that the CPUC should order the Utility to refund $104 million, the entire incentive earnings award, plus interest, to customer s as either (1) a revenue credit to customers’ distribution and gas transportation accounts or (2) as a line item to the customers’ first monthly bill following the issuance of a CPUC decision.

 

 


Additionally, on March 18, 2016, the IOUs submitted their proposals requesting that the CPUC reaffirm its prior decisions.  The IOUs asserted that, given the many unresolved disputes about the data in the Energy Division’s 2010 Evaluation Report, the CPUC appropriately used differen t data to calculate the awards.  The IOUs noted that under the incentive ratemaking mechanism, any refunds of prior incentive earnings should be deducted from future incentive earnings claims.

 

On April 8, 2016, the IOUs, TURN and ORA filed comments on the proposals , in which the parties reiterated their requests.  The Utility currently expects that evidentiary hearings, if ordered by the CPUC, would be held in July 2016.  It is uncertain how the CPUC will resolve this matter and when the CPUC will issue a decision.

 

PG&E Corporation and the Utility believe it is reasonably possible that the Utility will be required to refund amounts previously awarded or incur other obligations related to this matter, but they are unable to reasonably estimate the amount of such refunds or other obligations.  If the Utility were required to make a refund as TURN and ORA propose, PG&E Corporation’s and the Utility’s financial results would be affected by the amount of any refund-related charges.

 

Residential Rate Reform Rate Change

 

On February 17, 2016, the Utility filed a proposed rate change for rates to be billed to customers effective March 1, 2016.   On February 29, 2016, the CPUC rejected the Utility’s proposed rate change, stating that the rate design failed to comply with the requirements adopted in the Decision on Residential Rate Reform issued on July 3, 2015, that set a specific rate change “glidepath” for the Utility.   The Utility began billing customers based on its proposed rates on March 1, 2016.   On March 9, 2016, the assigned ALJ issued a ruling directing the Utility to show cause why the CPUC should not order sanctions and other remedies in response to the Utility charging rates not authorized by the CPUC.   On March 14, 2016, the assigned ALJ issued an additional ruling that (1) acknowledged that utilities might not be able to follow the exact “glidepath” set forth in the decision because it had been based on forecast data and (2) indicated a new process to be followed before the CPUC if the new rates do not exactly match the “glidepath.”   On March 24, 2016, the Utility temporarily reverted back to billing customers based on rates generally similar to those in place prior to March 1, 2016.   Also, on March 24, 2016, the Utility filed an additional advice letter proposing a new, three-tiered rate structure.   The proposed new rate structure is subject to the CPUC approval.   On April 20, 2016, the Energy Division of the CPUC issued a draft resolution that approves the Utility’s proposed solution, but does not address the ruling to show cause. The Utility believes it is reasonably possible it may be subject to penalties or shareholder reparations for charging rates not authorized by the CPUC between March 1, 2016 and March 24, 2016.  The Utility is unable to determine the form or amount of penalties or reasonably estimate the amount or range of future charges that could be incurred.

 

Other Contingencies

 

Accruals for other legal and regulatory contingencies (excluding amounts related to the contingencies discussed above under “Enforcement and Litigation Matters” and “Other Legal and Regulatory Contingencies” ) totaled $ 55 million at March 31 , 2016 and $ 63 million at December 31, 201 5 .  These amounts are included in other current liabilities in the Condensed Consolidated Balance Sheets.  The resolution of these matters is not expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, or cash flows. 

 

Environmental Remediation Contingencies

 

The Utility’s environmental remediation liability is primarily included in non-current liabilities on the Condensed Consolidated Balance Sheets and is composed of the following:

 

 

Balance at

 

March 31,

 

December 31,

(in millions)

2016

 

2015

Topock natural gas compressor station (1)

$

302  

 

$  

300  

Hinkley natural gas compressor station (1)

 

140  

 

 

140  

Former manufactured gas plant sites owned by the Utility or third parties

 

283  

 

 

271  

Utility-owned generation facilities (other than fossil fuel-fired),

  other facilities, and third-party disposal sites

 

136  

 

 

164  

Fossil fuel-fired generation facilities and sites

 

103  

 

 

94  

Total environmental remediation liability

$

964  

 

$  

969  

 

 

 

 

 

 

(1) See “Natural Gas Compressor Station Sites” below.

 

 


At March 31, 2016 , the Utility expected to recover $ 680 m illion of its environmental remediation liability through various ratemaking mech anisms authorized by the CPUC.  Some of the Utility ’s environmental remediation liability, such as the environmental remediation costs associated with the Hinkley site discussed below, will not be recove red in rates.

 

Natural Gas Compressor Station Sites

 

The Utility is legally responsible for remediating groundwater contamination caused by hexavalent chromium used in the past at the Utility’s natural gas compressor stations.  One of these stations is located near Hinkley, California and is referred to below as the “Hinkley site.”  Another station is located near Needles, California and is referred to below as th e “Topock site.”  The Utility also is required to take measures to abate the effects of the contamination on the environment.

 

Hinkley Site

 

The Utility has been implementing interim remediation measures at the Hinkley site to reduce the mass of the chromium plume and to monitor and control movement of the plume. The Utility’s remediation and abatement efforts at the Hinkley site are subject to the regulatory authority of the Regional Board.   O n November 4, 201 5 , the Regional Board adopted a final clean-up and abatement order to contain and remediate the underground plume of hexavalent chromium and the po tential environmental impacts.  The final order states that the Utility must continue and improve its remediation efforts, define the boundaries of the chromium plume, and take other action.  Additionally, the final order requires set ting plume capture requirements, requires establish ing a monitoring and reporting program , and finalizes deadlines for the Utility to meet interim cleanup targets. 

 

The Utility’s environmental remediation liability at March 31, 2016 reflects the Utility’s best estimate of probable future costs associated with its final remediation plan.   Future costs will depend on many factors, including the extent of work to be performed to implement the final remediation plan and the Utility’s required time frame for remediation.  Future changes in cost estimates and the assumptions on which they are based may have a material impact on future financial condition and cash flows.

 

Topock Site

 

The Utility’s remediation and abatement efforts at the Topock site are subject to the regulatory authority of the California D epartment of T oxic S ubstances C ontrol and the U.S. Department of the Inter ior.  I n November 201 5 , the Utility submitted its final remediation design to the agencies for approval.  The Utility’s design proposes that the Utility construct an in-situ groundwater treatment system to convert hexavalent chromium into a non-toxic and non-soluble form of chromium.  The DTSC is conducting an additional environmental review of the proposed design , and the Utility anticipates that the DTSC’s draft environmental impact report will be issued for public comment in July 2016.  After the DTSC considers public comments that may be made, the DTSC is expected to issue a final environmental impact report in December 2016.  After the Utility modifies its design in response to the final report, the Utility plans to seek approval to begin construction of the new in-situ treatment system in early 2017.

 

The Utility ’s environmental remediation liability at March 31 , 2016 reflects its best estimate of probable future costs associated with its final remediation plan.  Future costs will depend on many factors, including the extent of work to be performed to implement the final groundwater remedy and the Utility’s required time frame for remediation.  Future changes in cost estimates and the assumptions on which they are based may have a material impact on future financial condition and cash flows.

 

Reasonably Possible Environmental Contingencies

 

Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, the Utility’s undiscounted future costs could increase to as much as $ 1.9 billion (including amounts related to the Hinkley and Topock sites described above) if the extent of contamination or necessary remediation is greater than anticipated or if th e other potentially responsible parties are not financially able to contribute to these costs.  The Utility may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations , future financial condition , and cash flows during th e period in which they are recorded.

 

Nuclear Insurance

 

In addition to the nuclear insurance the Ut ility maintains through the NEIL, the Utility also is a member of the EMANI , which provides excess insurance coverage for property damages and business interruption losses incurred by th e Utility if a nuclear or non-   nuclear event were to occur at Diablo Canyon.  

 

 


If NEIL losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment.   If NEIL were to exercise this assessment, as of April 1, 2016, the current maximum aggregate annual retrospective premium obligation for the Utility is approximately $60 million.   EMANI provides $200 million for any one accident and in the annual aggregate excess of the combined amount recoverable under the Utility’s NEIL policies. If EMANI losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment of approximately $2.1 million, as of April 1, 2016.   For more information about the Utility’s NEIL coverage, see Note 1 3 of the Notes to the Consolidated Financial Statements in Item 8 of the 2015 Form 10-K.  

 

Resolution of Remaining Chapter 11 Disputed Claims

 

Various electricity suppliers filed claims in the Utility’s proceeding filed under Chapter 11 of the U.S. Bankruptcy Code seeking payment for energy supplied to the Utility’s customers between May 2000 and June 2001.   The Utility has entered into a number of settlement agreements with various electricity suppliers to resolve some of these disputed claims and to resolve the Utility’s refund claims agains t these electricity suppliers.

 

At December 31, 2015 , the Consolidated Balance Sheets reflected $ 454 million in net claims, within Disputed claims and customer refunds, and $ 228 million of cash in escrow for payment of the remaining net disputed claims, within Restricted cash.   There were no significant changes to these balances during the three months ended March 31 , 2016 . However, on April 14, 2016, PG&E filed a Joint Offer of Settlement with the FERC requesting approval of a $256 million settlement agreement which, if approved, would result in a reduction to PG&E’s net disputed claims liability.

 

Tax Matters

 

PG&E Corporation’s and the Utility’s unrecognized tax benefits may change significantly within the next 12 months due to the resolution of several matters, including audits.   As of March 31, 2016 , it is reasonably possible that unrecognized tax benefits will decrease by approximately $ 70 million within the next 12 months .  PG&E Corporation and the Utility believe that the majority of the decrease will not impact net income .

 

Purchase Commitments

 

In the ordinary course of business, the Utility enters into various agreements to purchase power and electric capacity; natural gas supply, transportation, and storage; nuclear fuel supply and services; and various other commitments.  At December 31, 2015 t he Utility had undiscounted future expected obligations of approximately $50 billion.  (See Note 1 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 5 Form 10-K . )   The Utility has not entered into any new material commitments during the t hree months ended March 31, 2016 .


 


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

 

OVERVIEW

 

PG&E Corporation is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in northern and central California.  The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers.

 

The Utility is regulated primarily by the CPUC and the FERC.  The CPUC has jurisdiction over the rates and terms and conditions of service for the Utility’s electricity and natural gas distribution operations, electric generation, and natural gas transportation and storage.  The FERC has jurisdiction over the rates and terms and conditions of service governing the Utility’s electric transmission operations and interstate natural gas transportation contracts.  The NRC oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities.  The Utility also is subject to the jurisdiction of other federal, state, an d local governmental agencies.

 

This is a combined quarterly report of PG&E Corporation and the Utility and should be read in conjunction with each company’s separate Condensed Consolidated Financial Statements and the Notes to the Condensed Consolidated Financial Statements included in this quarterly report.  It should also be read in conjunction with the 201 5 Form 10-K.


 


 

Summary of Changes in Net Income and Earnings per Share

 

The following table is a summary reconciliation of the key changes, after-tax, in PG&E Corporation’s income available for common shareholders and EPS (as well as earnings from operations and EPS on an earnings from operations basis) compared to the same period in the prior year (see “Results of Operations” below).   Earnings from operations is a non-GAAP financial measure and is calculated as income available for common shareholders less items impacting comparability.   Items impacting comparability represent items that management does not consider part of the normal course of operations and affect comparability of financial results between periods.   PG&E Corporation uses earnings from operations to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short- and long-term operating plans, and employee incentive compensation .   PG&E Corporation believes that earnings from operations provide additional insight into the underlying trends of the business allowing for a better comparison against historical results and expectations for future performance .  E arnings from operations are not a substitute or alternative for GAAP measures such as income av ailable for common shareholders and may not be comparable to similarly titled measures used by other companies.

 

 

Three Months Ended

 

March 31,

 

 

 

 

EPS

(in millions, except per share amounts)

Earnings

 

(Diluted)

Income Available for Common Shareholders - March 31, 2015

$

31  

 

$

0.06  

Fines and penalties (1)

 

369  

 

 

0.77  

Pipeline-related expenses (2)

 

10  

 

 

0.02  

Legal and regulatory related expenses (2)

 

8  

 

 

0.02  

Earnings from Operations -March 31, 2015 (3)

$

418  

 

$

0.87  

Growth in rate base earnings

 

26  

 

 

0.05  

Timing of taxes (4)

 

(40)

 

 

(0.08)

Gain on disposition of SolarCity stock (5)

 

(14)

 

 

(0.03)

Increase in shares outstanding

 

-  

 

 

(0.03)

Miscellaneous

 

17  

 

 

0.04  

Earnings from Operations - March 31, 2016 (3)

$

407  

 

$

0.82  

Butte fire related expenses (6)

 

(226)

 

 

(0.45)

Fines and penalties (1)

 

(51)

 

 

(0.10)

Pipeline-related expenses (2)

 

(13)

 

 

(0.03)

Legal and regulatory related expenses (2)

 

(10)

 

 

(0.02)

Income Available for Common Shareholders - March 31, 2016

$

107  

 

$

0.22  

 

 

 

 

 

 

(1)  R epresents the impact of the Penalty Decision (see Note 9 of the Notes to the Condensed Consolidated Financial Statements for before-tax amounts)

 

( 2 )   Represents pipeline-related expenses, including costs incurred to identify and remove encroachments from transmission pipeline rights of way and to perform remaining work under the Utility’s PSEP which only occurred in 2015.  Legal and regulatory related expenses include various enforcement, regulatory, and litigation activities regarding natural gas matters and regulatory communications.  

 

( 3 )   “Earnings from operations” is not calculated in accordance with GAAP and excludes the items impacting comparability shown in No tes (1) and (2) .

 

(4) Represents the timing of taxes reportable in quarterly financial statements.

 

(5 ) Represents the gain recognized during the three months ended March 31, 2015. No comparable gain was recognized in 2016. 

 

(6 ) For the three months ended March 31, 2016, the Utility incurred charges of $350 million, pre-tax, related to estimated property damages in connection with the Butte fire and $31 million, pre-tax, for Utility clean-up, repair, and legal costs associated with the Butte fire , for a total of $381 million, pre-tax.   

 

 


Key Factors Affecting Financial Results

 

PG&E Corporation and the Utility believe that their future results of operations, financial condition, and cash flows will be materiall y affected by the following factors: 

 

The Outcome of Enforcement, Litigation , and Regulatory Matters.  Future financial results will be impacted by the unrecoverable pipeline safety-related and remedies costs required by the Penalty Decision.  (For more information about the Penalty Decision, see Note 9 of the Notes to the Condensed Conso lidated Financial Statements.)  The Utility’s future results may also be impacted by various other pending enforcement , litigation an d regulatory actions, including but not limited to those related to the federal criminal charges and CPUC investigations of the Utility’s compliance with natural gas distribution facilities record-keeping practices, potential violations of the CPUC’s ex parte communication rules , the re-hearing of the 2006-2008 energy efficiency incentive awards, and the Butte fire.  (See “Enforcement and Litigation Matters” in Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.)

 

 

The Timing and Out come of Ratemaking Proceedings.   The 2015 GT&S rate case remains pending.   The Utility requested that the CPUC authorize a $532 million increase in annual revenue requirements for gas transmission and storage operations beginning on January 1, 2015 with attrition increases in 2016 and 2017.   Any revenue requirement increase that the CPUC may authorize would be retroactive to January 1, 2015 but would be recorded in the period a final decision is reached.   (See “Regulatory Matters − 2015 Gas Transmission and Storage Rate Case” below for more information.)   In February 2016, the Utility updated its 2017 GRC application to req uest that the CPUC authorize a revenue requirement increase of $333 million for 2017 for the Utility’s electric generation business and its electr ic and natural gas distribution businesses with attrition increases in 2018 and 2019.   (See “Regulatory Matters − 2017 General Rate Case” below for more information.)   The CPUC’s decisions in these cases are expected to be issued in 2016.  The outcome of regulatory proceedings can be affected by many factors, including the level of opposition by intervening parties, potential rate impacts, the Utility’s reputation, the regulatory and political environments, and other factors.

 

 

The Ability of the Utility to Control and Recover Operating Costs and Capital Expenditures.   Whether the Utility is able to earn its authorized rate of return could be materially affected if the Utility’s actual costs differ from the amounts authorized in the rate case decisions.  In addition to incurring shareholder-funded costs and costs associated with remedial measures required by the Penalty Decision, the Utility also forecasts that in 2016 it will incur unrecovered pipeline-related expenses ranging from $100 million to $150 million which primarily relate to costs to identify and remove encroachments from transmission pipeline rights-of-way.  The ultimate amount of unrecovered costs also could be affected by how the CPUC determines which costs are included in determining whether the $850 million shareholder-funded obligation under the Penalty Decision has been met, and the outcome of pending and future investigations and enforcement matters.  (See “Enforcement and Litigation Matters” in Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.)  The Utility’s ability to recover costs in the future also could be affected by decreases in customer demand driven by legislative and regulatory initiatives relating to distributed generation resources, renewable energy requirements, and changes in the electric rate structure.

 

 

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.  F or the three months ended March 31, 2016, PG&E Corporation issued $ 152 million of common stock and used $ 65 million of the cash proceeds to make equity contributions to the Utility.  PG&E Corporation forecasts that it will continue issuing a material amount of equity in 2016 and future years to support the Utility’s capital expenditures.  PG&E Corporation will issue additional equity to fund charges incurred by the Utility to comply with the Penalty Decision, to fund unrecoverable pipeline-related expenses, and to pay fines and penalties that may be required by the final outcomes of pending enforcement matters.  These additional issuances would have a material dilutive impact 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 the outcome of the matters discussed in “Enforcement and Litigation Matters” in Note 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1, Financial Statements and Supplementary Data, changes in their respective credit ratings, general economic and market conditions, and other factors. 

 

 


For more information about the factors and risks that could affect future results of operations, financial condition, and cash flows, or that could cause future results to differ from historical results, see “Item 1A. Risk Factors” in the 2015 Form 10-K and in Part II below under “Item 1A. Risk Factors . In addition, t his quarterly r eport contains forward-looking statements that are necessarily subject to various risks and uncertainties.  These statements reflect management’s judgment and opinions which are based on current estimates, expectations, and projections about future events and assumptions regard ing these events and management’ s knowledge of facts as of the date of this report.  See the section entitled “Cautionary Language Regarding Forward-Looking Statements” below for a list of some of the factors that may cause actual results to differ materially.  PG&E Corporation and the Utility are not able to predict all the factors that may affect future results and do not undertake an obligation to update forward-looking statements, whether in response to new informati on, future events, or otherwise.

 

RESULTS OF OPERATIONS

 

PG&E Corporation

 

The consolidated results of operations consist primarily of balances related to the Utility, which are discussed below.  The following table provides a summary of net income available for common shareholders for the three months ended March 31, 2016 and 2015 :

 

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Consolidated Total

$  

107  

 

$  

31  

PG&E Corporation

 

2  

 

 

30  

Utility

$  

105  

 

$  

1  

 

PG&E Corporation’s net income primarily consists of interest expense on long-term d ebt, income taxes, and other income from investments.  Results in 2015 include approximately $30 million of realized gains and associated tax benefits related to an investment in SolarCity Corporation with no corresponding gains in 2016 .

 

Utility

 

The table below shows certain items from the Utility’s Condensed Consolidated Statements of Income for the three months ended March 31 , 2016 and 2015 .  The table separately identifies the r evenues and costs that impact ed earnings from those that did not impact earnings.  In general, expenses the Utility is authorized to pass through directly to customers (such as costs to purchase electricity and natural gas, as well as costs to fund public purpose programs) , and the corresponding amount of revenues collected to recover those pass-through costs, do not impact earnings.  In addition, expenses that have been specifically authorized ( such as the payment of pension costs ) and the corresponding revenues the Utility is authorized to collect to recover such costs , do not impact earnings.

 

Revenues that impact earnings are primarily those that have been authorized by the CPUC and the FERC to recover the Utility’s costs to own and operate its assets and to provide the Utility an opportunity to earn its authorized rate of return on rate base.  Expenses that impact earnings are primarily those that the Utility incurs to own and operate its assets.

 

 


The Utility’s operating results for the three months ended March 31 , 2016 and 2015 reflect charges associated with the impact of the Penalty Decision.  (See “Utility Revenues and Costs that Impacted Earnings” below.)

 

 

Three Months Ended March 31, 2016

 

Three Months Ended March 31, 2015

 

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

$

1,933  

$

1,199  

$

3,132  

 

$

1,786  

$

1,228  

$

3,014  

Natural gas operating revenues

 

523  

 

320  

 

843  

 

 

506  

 

380  

 

886  

Total operating revenues

 

2,456  

 

1,519  

 

3,975  

 

 

2,292  

 

1,608  

 

3,900  

Cost of electricity

 

-  

 

950  

 

950  

 

 

-  

 

1,000  

 

1,000  

Cost of natural gas

 

-  

 

222  

 

222  

 

 

-  

 

274  

 

274  

Operating and maintenance

 

1,664  

 

347  

 

2,011  

 

 

1,589  

 

334  

 

1,923  

Depreciation, amortization, and decommissioning

 

696  

 

-  

 

696  

 

 

631  

 

-  

 

631  

Total operating expenses

 

2,360  

 

1,519  

 

3,879  

 

 

2,220  

 

1,608  

 

3,828  

Operating income

 

96  

 

-  

 

96  

 

 

72  

 

-  

 

72  

Interest income (1)

 

 

 

 

 

4  

 

 

 

 

 

 

1  

Interest expense (1)

 

 

 

 

 

(201)

 

 

 

 

 

 

(187)

Other income, net (1)

 

 

 

 

 

24  

 

 

 

 

 

 

26  

Income (loss) before income taxes

 

 

 

 

 

(77)

 

 

 

 

 

 

(88)

Income tax benefit (1)

 

 

 

 

 

(185)

 

 

 

 

 

 

(92)

Net income

 

 

 

 

 

108  

 

 

 

 

 

 

4  

Preferred stock dividend requirement (1)

 

 

 

 

 

3  

 

 

 

 

 

 

3  

Income Available for Common Stock

 

 

 

 

$

105  

 

 

 

 

 

$

1  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) These items impacted earnings for the three months ended March 31 , 2016 and 2015 .

 

Utility Revenues and Costs that Impacted Earnings

 

The following discussion presents the Utility’s operating results for the three months ended March 31, 2016 and 2015 , focusing on revenues and expenses that impact ed earnings for these periods.

 

Operating Revenues

 

The Utility’s electric and natural gas operating revenues that impacted earnings increased by $ 164 million , or 7% , in the three months ended March 31, 2016, compared to the same period in 2015 primarily due additional base revenues   as authorized by the CPUC in the 2014 GRC decision and   by   the FERC in the TO rate case.

 

The Utility has requested the CPUC authorize an increase to its revenue requirements for 2015, 2016, and 2017 in its GT&S rate case.  It is unlikely that the Utility will be able to recognize an increase in its GT&S revenue until the second half 2016 or a later period during which a final decision is issued .   The CPUC’s decision in th is case is expected to be issued in 2016. (See “Ratemaking Proceedings” below.)

 

Operating and Maintenance

 

The Utility’s operating and maintenance expenses that impacted earnings increased by $ 75 million, o r 5% , in the three months ended March 31, 2016 compared to the same period in 2015 primarily due to $381 million in charges related to the Butte Fire, approximately $ 90 million of other operating expenses, $34 million of higher disallowed capital charges related to the Penalty Decision , and $30 million of higher benefit-related expenses.   This increase was offset by $500 million in charges associated with the Penalty Decision for fines and customer refunds incurred in the first quarter of 2015 with no corresponding charges in 2016.  (See Note 9 of the Notes to the Condensed Consolidated Financial Statements.)

 

The Utility’s future financial statements will continue to be impacted by additional charges associated with the Penalty Decision, costs related to the Butte Fire, and unrecoverable pipeline-related expenses.  (See “Key Factors Affecting Financial Results” above and Note 9 of the Notes to the Condensed Consolidated Financial Statements.)  

 

 


Depreciation, Amortization, an d Decommissioning

 

The Utility’s depreciation, amortization, and decommissioning expenses increased by $ 65 million , or 10% in the three months ended March 31, 2016 compared to the same period in 2015.   This increase was   primarily due to the   impact of capital   additions   and   higher depreciation rates   as authorized by CPUC in the 2014 GRC decision, which was first reflected in the third quarter of 2014, and   by   the FERC in the TO rate case.

 

Interest Income, Interest Expense, and Other Income, Net

 

There were no material changes to interest income , interest expense, and other income, net for the periods presented.

 

Income Tax Benefit

 

The income tax benefit increased by $ 93 million, or 101% in the three months ended March 31, 2016 as compared to the same period in 2015 . The effective tax rates for the three months ended March 31, 2016 and 2015 were 241% and 105%, respectively. These increases were primarily driven by benefits resulting from various tax audit results in the three months ended March 31, 2016 with no comparable amounts in the three months ended March 31, 2015 and the tax impact of a non-deductible penalty accrued in the three months ended March 31, 2015 with no comparable amount in the three months ended March 31, 201 6 .

 

Utility Revenues and Costs that did not Impact Earnings

 

Fluctuations in revenues that did not impact earnings are primarily driven by procurement costs.  See below for more detail.

 

Cost of Electricity

 

The Utility’s cost of electricity includes the costs of power purchased from third parties (including renewable energy resources), transmission, fuel used in its own generation facilities, fuel supplied to other facilities under power purchase agreements, costs to comply with California’s cap-and-trade program, and realized gains and losses on price risk management activities.  (See Note 7 of the Notes to the Condensed Consolidated Financial Statements.) 

 

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Cost of purchased power

$

886  

 

$

922  

Fuel used in own generation facilities

 

64  

 

 

78  

Total cost of electricity

$

950  

 

$

1,000  

Average cost of purchased power per kWh (1)

$

0.104  

 

$

0.099  

Total purchased power (in millions of kWh) (2)

 

8,539  

 

 

9,291  

 

 

 

 

 

 

( 1 ) Average cost of purchased power for the three months ended March 31, 2016 increased compared to the same period in 2015 primarily due to higher percentage of renewable energy resources.   This increase was partially offset by lower market prices for natural gas.

(2) The decrease in purchased power resulted from an increase in generation from the Utility’s own generation facilities.  Hydroelectric and nuclear generation increased during the three months ended March 31, 201 6 as compared to the same periods in 201 5 .

 

The Utility’s total purchased power is driven by customer demand, the availability of the Utility’s own generation facilities (including the Diablo Canyon nuclear generation power plant and hydroelectric plants), and the cost-effectiveness of each source of electricity.

 

 


Cost of Natural Gas

 

The Utility’s cost of natural gas includes the costs of procurement, storage, transportation of natural gas, costs to comply with California’s cap-and-trade program, and realized gains and losses on price risk management activities.   (See Note 7 of the Notes to the Condensed Consolidated Financial Statements.)   The Utility’s cost of natural gas is impacted by the market price of natural gas, changes in the cost of storage and transportation, and changes in customer demand.  

 

 

Three Months Ended March 31,

(in millions)

2016

 

2015

Cost of natural gas sold

$

181  

 

$

235  

Transportation cost of natural gas sold

 

41  

 

 

39  

Total cost of natural gas

$

222  

 

$

274  

Average cost per Mcf (1) of natural gas sold (2)

$

2.26  

 

$

3.26  

Total natural gas sold (in millions of Mcf) (1)

 

80  

 

 

72  

 

 

 

 

 

 

(1) One thousand cubic feet

 

 

 

 

 

(2) Average cost of natural gas sold primarily impacted by a decline in the market price of natural gas in the three months ended March 31, 2016 compared to the same period in 2015 .

 

Operating and Maintenance Expense s

 

The Utility’s operating expenses also include certain recoverable costs that the Utility incurs as part of its operations such as pension contributions and public purpose programs costs.   If the Utility were to spend over authorized amounts, these expenses could have an impact on earnings. 


 


 

LIQUIDITY AND FINANCIAL RESOURCES

 

Overview

 

The Utility’s ability to fund operations, finance capital expenditures, and make distributions to PG&E Corporation depends on the levels of its operating cash flows and access to the capital and credit markets.   The CPUC authorizes the Utility’s capital structure, the aggregate amount of long-term and short-term debt that the Utility may issue, and the revenue requirements the Utility is able to collect to recover its debt financing costs.  The Utility generally utilizes equity contributions from PG&E Corporation and long-term senior unsecured debt issuances to maintain its CPUC-authorized capital structure consisting of 52% equity and 48% debt and preferred stock.   The Utility relies on short-term debt, including commercial paper, to fund temporary financing needs.  

 

PG&E Corporation’s ability to fund operations, make scheduled principal and interest payments, fund equity contributions to the Utility, and pay dividends, primarily depends on the level of cash distributions received from the Utility and PG&E Corporation’s access to the capital and credit markets.  PG&E Corporation has material stand-alone cash flows related to the issuance of equity and long-term debt, dividend payments, and borrowings and repayments under its revolving credit facility.  PG&E Corporation relies on short-term debt, including commercial paper, to fund temporary financing needs.   

 

PG&E Corporation’s equity contributions to the Utility are funded primarily t hrough common stock issuances. PG&E Corporation forecasts that it will issue between $600 million and $800 million in common stock during 2016, primarily to fund equity contributions to the Utility.  The Utility’s equity needs will continue to be affected by charges incurred to comply with the Penalty Decision, by the timing and outcome of the 2015 GT&S rate case, by unrecover able pipeline-related expenses , and by fines and penalties that may be imposed in connection with the matters described in “Enforcement and Litigation Matters” below.  Common stock issuances by PG&E Corporation to fund these needs would have a material dilutive impact on PG&E Corporation’s EPS.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less.  PG&E Corporation and the Utility maintain separate bank accounts and primarily invest their cash in money market funds.  In addition to cash and cash equivalents, the Utility holds restricted cash that primarily consists of cash held in escrow pending the resolution of the remaining disputed claims that were filed in the Utility’s reorganization proceedings under Chapter 11 of the U.S. Bankruptcy Code.  (See “Resolution of Remaining Chapter 11 Disputed Claims” in Note 9 of the Notes to the Condensed Cons olidated Financial Statements.)   The Utility is uncertain when and how the remaining disputed claims will be resolved.

 

Financial Resources

 

Debt and Equity Financings

 

During the three months ended March 31, 2016, PG&E Corporation sold 1.3 million shares under its February 2015 equity distribution agreement for cash proceeds of $ 74 million, net of commissions paid of $ 1 million. As of March 31, 2016, the remaining gross sales av ailable under this agreement were $ 350 million.

 

PG&E Corporation also issued common stock under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-based compensation plans.  During the three months ended March 31, 2016, 2.3 million shares were issued for cash proceeds of $ 72 million under these plans.

 

The proceeds from these sales were used for general corporate purposes, including the contribution of equity to the Utility.  For the three months ended March 31, 2016, PG&E Corporation made equity contributions to the Utility of $ 65 million.

 

In March 2016 , the Utility issued $ 6 00 million principal amount of 2.95 % Senior Notes due March 1, 2026. The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper. In addition, in March 2016, the Utility entered into a $250 million floating rate unsecured term loan that matures on February 2, 2017 The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper.

 

 


Revolving Credit Facilities and Commercial Paper Program

 

At March 31, 2016, PG&E Corporation and the Utility had $ 300 million and $ 2.5 billion available under their respective $300 million and $3.0 billion revolving credit facilities.  (See Note 4 of the Notes to the Condensed Consolidated Financial Statements . )

 

The revolving credit facilities require that PG&E Corporation and the Utility maintain a ratio of total consolidated debt to total consolidated capitalization of at most 65% as of the end of each fiscal quarter.  At March 31, 2016, PG&E Corporation’s and the Utility’s total consolidated debt to total consolidated capitalization was 51 % and 50 %, respectively. PG&E Corporation’s revolving credit facility agreement also requires that PG&E Corporation own, directly or indirectly, at least 80% of the common stock and at least 70% of the voting capital stock of the Utility.  In addition, the revolving credit facilities include usual and customary provisions regarding events of default and covenants including covenants limiting liens to those permitted under PG&E Corporation’s and the Utility’s senior note indentures, mergers, and imposing conditions on the sale of all or substantially all of PG&E Corporation’s and the Utility’s assets and other fundamental changes.  At March 31, 2016, PG&E Corporation and the Utility were in compliance with all covenants under their respective revolving credit facilities.

 

Dividends

 

In February 2016, the Board of Directors of PG&E Corporation declared quarterly dividends of $0.455 per share, totaling $ 226 million, of which approximately $ 221 million was paid on April 15, 2016, to shareholders of record on March 31 , 2016. 

 

In February 2016, the Board of Directors of the Utility declared a common stock dividend of $179 million that was paid to PG&E Corporation on February 19 , 2016.

 

In February 2016, the Board of Directors of the Utility declared dividends on its outstanding series of preferred stock, payable on May 15 , 2016, to shareholders of record on April 29, 2016 .

 

Utility Cash Flows

 

The Utility’s cash flows were as follows:

 

 

Three Months Ended March 31, 2016

(in millions)

2016

 

2015

Net cash provided by operating activities

$

1,063  

 

$

1,101  

Net cash used in investing activities

 

(1,250)

 

 

(1,272)

Net cash provided by financing activities

 

172  

 

 

166  

Net change in cash and cash equivalents

$

(15)

 

$

(5)

 

Operating Activities

 

The Utility’s cash flows from operating activities primarily consist of receipts from customers less payments of operating expenses, other than expenses such as depreciation that do not require the use of cash.  During the three months ended March 31, 2016, net cash provided by operating activities de creased by $ 38 million compared to th e same period in 2015.  This de crease was primarily due to fluctuations in activities within the normal course of business such as the timing and amount of customer billings and collections.

 

 


Future cash flow from operating activities will be affected by various factors, including:

 

the shareholder-funded bill credit of $400 million to natural gas customers in 2016, as required by the Penalty Decision (see Note 9 of the Notes to the Condensed Consolidated Financial Statements);

 

 

the timing and amounts of other fines or penalties that may be imposed in connection with the criminal prosecution of the Utility and the remaining investigations and other enforcement and litigation matters (see Note 9 of the Notes to the Condensed Consolidated Financial Statements);

 

 

the timing and outcome of ratemaking proceedings, including the 2015 GT&S rate case and the 2017 GRC;

 

 

the timing and amount of costs the Utility incurs, but does not recover, associated with its natural gas system (including costs to implement remedial measures and $850 million to pay for designated pipeline safety projects and programs, as required by the Penalty Decision);

 

 

the timing and amount of tax payments (including the bonus depreciation), tax refunds, net collateral payments, and interest payments; and

 

 

the timing of the resolution of the Chapter 11 disputed claims and the amount of principal and interest on these claims that the Utility will be required to pay.

 

Investing Activities

 

Net cash used in investing activities de creased by $ 22 million during the three months ended March 31, 2016 as compared to the same period in 2015.  The Utility’s investing activities primarily consist of construction of new and replacement facilities necessary to provide safe and reliable electricity and natural gas services to its customers.  Cash used in investing activities also includes the proceeds from sales of nuclear decommissioning trust investments which are largely offset by the amount of cash used to purchase new nuclear decommissioning trust investments.  The funds in the decommissioning trusts, along with accumulated earnings, are used exclusively for decommissioning and dismantling the Utility’s nuclear generation facilities.

 

Future cash flows used in investing activities are largely dependent on the timing and amount of capital expenditures.  The Utility estimates that it will incur approximately $5. 6 billion in capital expenditures in 2016 and between $ 5.4 billion and $ 6.5 billion in 2017. 

 

Financing Activities

 

During the three months ended March 31, 2016 , net cash provided by financing activities increased by $ 6 million compared to the same period in 2015.  Cash provided by or used in financing activities is driven by the Utility’s financing needs, which depend on the level of cash provided by or used in operating activities, the level of cash provided by or used in investing activities, the conditions in the capital markets, and the maturity date of existing debt instruments.  The Utility generally utilizes long-term debt issuances and equity contributions from PG&E Corporation to maintain its CPUC-authorized capital structure, and relies on short-term debt to fund temporary financing needs.

 

ENFORCEMENT AND LITIGATION MATTERS

 

PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to the enforcement and litigation matters described in Note 9 in the Condensed Consolidated Financial Statements.  The outcome of these matters, individually or in the aggregate, could have a material effect on PG&E Corporation’s and the Utility’s future financial results.  In addition, PG&E Corporation and the Utility are involved in other enforcement and litigation matters described in the 2015 Form 10-K and Part II. Other Information, Item 1. Legal Proceedings .  Significant regulatory developments that have occurred since the 2015 Form 10-K was filed with the SEC are discussed below.

 

 


Department of Interior Inquiry

 

In September 2015, the Utility was notified that the DOI had initiated an inquiry into whether the Utility should be suspended or debarred from entering into   federal procurement and non-procurement contracts and programs citing the allegations contained in the superseding federal criminal indictment discussed in Note 9 of the Notes to the Condensed Consolidated Financial Statements.   The Utility filed its initial response on November 2, 2015 to demonstrate that it is a presently responsible contractor under federal procurement regulations and that it believes suspension or debarment is not appropriate.  On April 8, 2016, the Utility received a series of follow-up questions from the DOI regarding the Util ity’s November 2015 submission.  The DOI has not yet set a timeline for the Utility’s response to th e questions.  It is uncertain when or if further action will be taken by DOI following the Utility’s response.

 

Litigation Related to the San Bruno Accident and Natural Gas Spending

 

As of March 31, 2016, there were seven purported derivative lawsuits seeking recovery on behalf of PG&E Corporation and the Utility for alleged breaches of fiduciary duty by officers and directors, among other claims.

 

On February 27 , 2016, a new shareholder derivative complaint, Bushkin v. Rambo et al ., was filed in the United States District Court for the Northern District of California.  This complaint has been designated by the plaintiff as related to the pending shareholder derivative suit Iron Workers Mid-South Pension Fund v. Johns, et al. , discussed below.  The Bushkin complaint seeks to hold certain individual defendants responsible on claims of breach of fiduciary duty for damage to the company caused by the San Bruno accident, as well as by an alleged obstruction of the NTSB's investigation into the San Bruno accident and an alleged false statement related to PG&E Corporation’s corporate governance practices in its 2015 Proxy Statement .  A case management conference o n this matter is currently set for June 17, 2016.

 

A case management conference in the Iron Workers action pending in the United States District Court for the Northern District of California is currently set for June 3, 2016.  Aside from the June 3, 2016 case management conference, t he case has been stayed pending conclusion of the federal criminal proceedings against the Utility.  As previously disclosed, on December 8, 2015, the California Court of Appeal issued a writ of mandate to the Superior Court of California, San Mateo County , ordering the Court to stay all proceedings in the four consolidated San Bruno Fire Derivative Cases pending conclusion of the federal criminal proceedings against the Utility.

 

A cas e management conference in the action entitled Tellardin v. PG&E Corp. et al., also pending in the Superior Court of California, San Mateo County, is currently set for August 9, 2016.  PG&E Corporation and the Utility are uncertain when and how the above lawsuits will be resolved.

 

 


R EGULATORY MATTERS

 

The Utility is subject to substantial regulation by the CPUC, the FERC, the NRC and other federal and state regulatory agencies.     Significant regulatory developments that have occurred since the 2015 Form 10-K was filed with the SEC are discussed below.

 

2017 General Rate Case

 

In the 2017 GRC, the Utility has requested that the CPUC determine the annual amount of base revenues (or “revenue requirements”) that the Utility will be authorized to collect from customers from 2017 through 2019 to recover its anticipated costs for electric distribution, natural gas distribution, and electric generation operations and to provide the Utility an opportunity to earn its authorized rate of return.  (The Utility’s revenue requirements for other portions of its operations, such as electric transmission, natural gas transmission and storage services, and electricity and natural gas purchases, are authorized in other regulatory proceedings overseen by the CPUC or the FERC.)

 

The Utility’s supplemental testimony filed on February 22, 2016, reduced the Utility's previously requested 2017 revenue requirement increase of $457 million (as compared to the 2016 authorized amount of $7.9 billion) to $333 million, representing a $124 million reduction from the previous request.  The requested increase for 2018 was reduced from $489 million to $469 million, and the requested increase for 2019 was reduced from $390 million to $368 million.  The Utility reduced its requested increase primarily to reflect the impact of the five-year extension of the federal tax code provisions regarding bonus depreciation, as well as the tax-deductibility of repair costs.

 

On April 8, 2016, ORA submitted its testimony.  For 2017, instead of the Utility’s requested increase, ORA recommended an $85 million reduction (approximately 1.1%) from the Utility’s currently authorized 2016 revenue requirement.  For 2018 and 2019, ORA proposed increases of $274 million and $283 million, respectively (representing an approximately 3.5% annual increase), significantly below the Utility’s requested attrition increases of $469 million and $368 million, respectively. ORA also recommended to extend the GRC cycle another year and recommends a 2020 increase of $294 million (a 3.5% increase).

 

On April 29, 2016, TURN and several other intervening parties filed their testimonies.  While TURN’s proposal does not include a revenue requirement recommendation for 2017, TURN recommended significant reductions to 2017 forecast operating expense, capital expenditures and other items.  For 2018 and 2019, TURN presented a revenue requirement increase proposal of $469 million (representing an approximately 5.9% annual increase) and $250 million (representing an approximately 3.0% annual increase), respectively. 

 

The table below summarizes the differences between the Utility’s revenue requirement increase proposal (based on the February 22, 2016 update), and ORA’s and TURN’s recommendations:

 

 

 

 

 

 

ORA's Recommendation

(in millions)

 

 

TURN's Recommendation

(in millions)

Year

 

Utility's Proposal

(in millions)

 

 

Increase /

(Decrease)

 

 

Difference (1) (Decrease)

 

 

Increase /

(Decrease)

 

 

Difference  Increase/(Decrease)

2017

$

333  

 

$

(85)

 

$

(418)

 

$  

N/A  

(2)

$

N/A  

2018

 

469  

 

 

274  

 

 

(195)

 

 

469  

 

 

-  

2019

 

368  

 

 

283  

 

 

(85)

 

 

250  

 

 

(118)

2020

 

N/A  

 

 

294  

(3)

 

N/A  

 

 

N/A  

 

 

N/A  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Reflects the difference between the Utility’s proposal and the recommendation.

(2) TURN’s proposal does not include a revenue requirement recommendation for 2017.

(3) Reflects ORA’s recommendation to extend the GRC cycle another year.

 


For 2017, ORA accepted the Utility’s capital expenditure forecasts in most lines of business. The reduction proposed by ORA is primarily related to operating expenses.  ORA recommended reductions in programs across all major lines of business, including programs such as gas leak survey frequency, gas record consolidation, information technology programs, electric operations and automation, hydroelectric programs, residential rate reform education and outreach (ORA recommended that these costs be tracked in a memorandum account), and enterprise records and information management.  ORA also recommended reductions in administrative and general expenses, employee incentive compensation and benefits, as well as general business expenses, such as insurance.  ORA’s recommended capital reductions for 2015, 2016, and 2017 would result in a rate base reduction of nearly $200 million in 2017 compared to the Utility’s 2017 forecast of $24.5 billion in the GRC lines of business.

 

For 2017, TURN recommended significant reductions to forecast operating expense, capital expenditures and other items across the major lines of business.  TURN recommended reductions in gas programs, including pipeline replacement, replacement of gas services; electric programs, including new business and substation equipment replacement and grid modernization programs; customer service programs; and real estate programs.  TURN also recommended reductions in administrative and general expenses, as well as employee incentive compensation and benefits.  For 2017, TURN’s recommended reductions in operating expense and capital expenditures amount to approximately $166 million and $733 million, respectively.

 

The following table shows the difference between the Utility’s requested increases in 2017 revenue requirements (based on the February 22, 2016 update) and ORA’s recommended amounts by line of business:

 

(in millions)

Line of Business:

 

Utility's Proposal

 

 

 

ORA's Recommendation Increase / (Decrease) (1)

 

 

Difference (1) (2) Increase / (Decrease)

Electric distribution

$

71  

 

1.7  

%

 

$

(146)

 

(3.5)

%

 

$

(217)

Gas distribution

 

63  

 

3.6  

 

 

 

(59)

 

(3.4)

 

 

 

(122)

Electric generation

 

199  

 

10.1  

 

 

 

119  

 

6.1  

 

 

 

(80)

Total revenue requirements

$

333  

 

4.2  

%

 

$

(85)

 

(1.1)

%

 

$

(418)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1) Certain amounts have been rounded.

(2) Reflects the difference between the Utility’s proposal and the recommendation.

 

TURN did not present revenue requirement recommendations by line of business.

 

In addition, 11 other parties provided recommendations. The Alliance for Nuclear Responsibility recommended for the Utility’s Diablo Canyon nuclear power plant an annual filing on the Utility’s plans to extend the license, a new performance-based ratemaking measure and various disallowances. The Coalition of California Utility Employees, which represents the International Brotherhood of Electrical Workers, recommended increasing funding for gas operations (such as for pipe replacement and leak survey frequency) and for electric operations (such as for fault location isolation and services restoration, also known as FLISR, overhead fuses, poles, and cable), and reducing depreciation expense for gas mains and poles. Other parties made various other recommendations regarding investments in connection with electric reliability, leak management practices, safety, executive compensation, customer outreach, local office closures, and supplier and employee diversity.

 

 


The following tables show the Utility’s currently requested amounts compared to 2016 authorized amounts:

 

 

 

 

 

 

 

 

 

Increase

 

 

 

 

 

Amounts

 

 

Compared to

 

 

 

 

 

Currently

 

 

Currently

(in millions)

 

Amounts

 

 

Authorized For

 

 

Authorized

Line of Business:

 

Requested

 

 

2016

 

 

Amounts

Electric distribution

$

4,284  

 

$

4,213  

 

$

71  

Gas distribution

 

1,804  

 

 

1,741  

 

 

63  

Electric generation

 

2,161  

 

 

1,962  

 

 

199  

Total revenue requirements

$

8,249  

 

$

7,916  

 

$

333  

 

 

 

 

 

 

 

 

 

Cost Category:

 

 

 

 

 

 

 

 

(in millions)

 

 

 

 

 

 

 

 

Operations and maintenance

$

1,833  

 

$

1,664  

 

$

169  

Customer services

 

367  

 

 

319  

 

 

48  

Administrative and general

 

975  

 

 

1,011  

 

 

(36)

Less: Revenue credits

 

(140)

 

 

(131)

 

 

(9)

Franchise fees, taxes other than income, and other adjustments

 

184  

 

 

37  

 

 

147  

Depreciation (including costs of asset removal), return, and

 

 

 

 

 

 

 

 

  income taxes

 

5,030  

 

 

5,016  

 

 

14  

Total revenue requirements

$

8,249  

 

$

7,916  

 

$

333  

 

According to the CPUC’s procedural schedule, rebuttal testimonies are scheduled to be submitted by the Utility and other parties on May 27, 2016.  Evidentiary hearings are to be held this summer, followed by a proposed decision to be released in November 2016 and a final CPUC decision to be issued in December 2016.  On March 17, 2016, the CPUC issued a decision to allow the authorized revenue requirement changes to become effective on January 1, 2017, even if the final decision is issued after that date.

 

2015 Gas Transmission and Storage Rate Case

 

In the 2015 GT&S rate case, the Utility requested that the CPUC authorize a 2015 revenue requirement of $1.263 billion to recover anticipated costs of providing natural gas transmission and storage services, an increase of $532 million over currently authorized amounts.  The Utility also requested attrition increases of $83 million in 2016 and $142 million in 2017.  The Utility requested that the CPUC authorize the Utility’s forecast of its 2015 weighted average rate base for its gas transmission and storage business of $3.44 billion, which includes capital spending above authorized levels for the prior rate case period. 

 

ORA has recommended a 2015 revenue requirement of $1.044 billion, an increase of $329 million over authorized amounts.  TURN recommended that the Utility not recover costs associated with hydrostatic testing for pipeline segments placed in service after January 1, 1956, as well as certain other work that TURN considers to be remedial.  TURN also recommended the disallowance of about $200 million of capital expenditures incurred over the period 2011 through 2014 and recommended that about $500 million of capital expenditures during this period be subject to a reasonableness review and an independent audit.  TURN stated that the Utility’s cost recovery should not begin until the CPUC issues a decision on the independent audit.

 

The Utility also has proposed changes to the revenue sharing mechanism authorized in the last GT&S rate case (covering 2011-2014) that subjected a portion of the Utility’s transportation and storage revenue requirement to market risk.  The Utility proposed full balancing account treatment that allows for recovery of the Utility’s authorized transportation and storage revenue requirements (except for the revenue requirement associated with the Utility’s 25% interest in the Gill Ranch storage field). 

 

 


Based on the scoping ruling and procedural schedule that was issued on June 11, 2015, the CPUC plans to issue an initial decision to authorize revenue requirements followed by a second decision to reduce the authorized revenue requirements by the costs of designated safety-related projects and progr ams of $850 million cost disallowance i mposed by the Penalty Decision.  (See Note 9 in the Condensed Consolidated Financial Statements for more information abou t the CPUC’s Penalty Decision.)  (In accordance with an earlier CPUC decision regarding the Utility’s violation of the CPUC’s ex parte communication rules made in the GT&S rate case, the first decision could disallow the Utility from recovering up to a five-month portion of the revenue increase that may o therwise have been authorized.)  The second CPUC decision is expected to identify the costs that are counted toward the $850 million shareholder-funded obligation.  If the Utility’s actual costs exceed costs that the CPUC counts towards the $850 million maximum, the Utility would record additional charges if such costs are not otherwise authorized by the CPUC.

 

The authorized revenue requirements in the 2015 GT&S rate case would be retroactive to January 1, 2015 but would be recorded in the peri od a final decision is issued.  Both decisions are anticipated in 2016.

 

CPUC Cost of Capital Decision

 

On February 25, 2016, the CPUC issued a decisio n granting a petition for modification filed by the Utility and the other two California investor-owned electric utilities to clarify that the CPUC’s previously adopted cost of capital adjustment mechanism would not be triggered before their 2018 cost of capital applications are due on April 20, 2017.   As a result, the Utility’s currently authorized return on equity of 10.40% and capital structure, consisting of 52% common equity, 47% long-term debt, and 1% preferred stock, will remain the same for 2017.

 

Asset Retirement Obligations

 

Detailed studies of the cost to decommission the Utility’s nuclear generation facilities are conducted every three years in conjunction with the NDCTP .  On March 1, 2016, the Utility submitted its updated decommissioning cost estimate with the CPUC in its 2015 NDCTP .  The estimated undiscounted cost to decommission the Utility’s nuclear power plants increased by approximately $1.4 billion, for a total estimated cost of $4.8 billion, due to increased estimated costs related to spent fuel storage, staffing, and out-of-state waste disposal.  Actual decommissioning costs may vary from these estimates as a result of changes in assumptions such as decommissioning dates; regulatory requirements; technology; and costs of labor, materials, and equipment.  The Utility recovers its revenue requirements for decommissioning costs from customers through a non-bypassable charge that the Utility expects will continue until those costs are fully recovered.  The Utility requested that the CPUC authorize the collection of increased annual revenue requirements beginning on January 1, 2017 based on these updated cost estimates.

 

On April 4, 2016, TURN and ORA submitted protes ts to the Utility’s 2015 NDCTP.  TURN indicated that it intends to thoroughly review the Utility’s power plants cost estimate to determine overall reasonableness of the Utility’s request and that the Utility should be required to provide an alternative assessment of decommissioning costs and funding requirements if the Diablo Canyon license is renewed. ORA requested an evidentiary hearing to develop a full and complete record of the support and justification for the Ut ility’s 2015 NDCTP application.  On April 14, 2016, the Utility filed its resp onse and objected to TURN ’s proposal for an alternate assessment of Diablo Canyon costs.

 

The estimated nuclear decommissioning cost is discounted for GAAP purposes and recognized as an ARO on the Condensed Consolidated Balance Sheets.  The total nuclear decommissioning obligation accrued in accordance with GAAP was $3.3 billion at March 31, 2016, which includes an $818 million adjustment to reflect the increased cost estimates described above, and $2.5 billion at December 31, 2015.  These estimates are based on the 20 16 decommissioning cost studies prepared in accordance with the CPUC requirements.  Changes in these estimates could materially affect the amount of the recorded ARO for these assets.

 

CPUC Investigation of the Utility’s Safety Culture

 

On August 27, 2015, the CPUC began a formal investigation into whether the organizational culture and governance of PG&E Corporation and the Utility prioritize safety and adequately direct resources to promote accountability and achieve safety goals and standards. The CPUC directed the SED to evaluate the Utility’s and PG&E Corporation’s organizational culture, governance, policies, practices, and accountability metrics in relation to the Utility’s record of operations, including its record of safety incidents. The CPUC authorized the SED to engage a consultant to assist in the SED’s investigation and the preparation of a report co ntaining the SED’s assessment.  The consultant s work is expected to begin in the second quarter of 2016.

 

 


The CPUC stated that the initial phase of the proceeding was categorized as rate setting because it will consider issues both of fact and policy and because the Utility and PG&E Corporation do not face the prospect of fines, penalties, or remedies in this phase. Upon completion of the consultant’s report, the assigned Commissioner will determine the scope of and next actions in the proceeding. The timing scope and potential outcome of the investigation are uncertain.

 

Rehearing of CPUC Decisions Approving 2006 – 2008 Energy Efficiency Incentive Awards

 

On September 17, 2015, the CPUC granted TURN’s and ORA’s long-standing applications for rehearing of the CPUC decisions that awarded energy efficiency incentive payments to the California IOUs for the 2006-2008 energy efficiency program cycle.  Under the incentive ratemaking mechanism applicable to the 2006-2008 program cycle, the Utility could have earned incentive revenues up to a maximum of $180 million, depending on the extent to which the Utility achieved the energy savings targets.  Conversely, to the extent the Utility failed to achieve the targets, the Utility could have been required to offset future incentive earnings claims by amounts previously awarded, and, in addition, could have incurred penalties of up to $180 million .  The Utility was awarded a total of $104 million for the 2006-2008 program cycle.  In the re-opened proceeding, the CPUC will evaluate whether the incentive amounts awarded to the IOUs were just and reasonable, and whether any refunds are due. 

 

On March 18, 2016, TURN and ORA submitted a joint proposal to require the refund of incentive awards that TURN and ORA argue were not calculated in accordance with the ratemaking mechanism rules and procedures the CPUC had previously adopted.  TURN and ORA contended that the CPUC should order the Utility to refund $104 million, the entire incentive earnings award, plus interest, to customer s as either (1) a revenue credit to customers’ distribution and gas transportation accounts or (2) as a line item to the customers’ first monthly bill following the issuance of a CPUC decision.

 

Additionally, on March 18, 2016, the IOUs submitted their proposals requesting that the CPUC reaffirm its prior decisions.  The IOUs asserted that, given the many unresolved disputes about the data in the Energy Division’s 2010 Evaluation Report, the CPUC appropriately used different data to calculate the awards. The IOUs noted that under the incentive ratemaking mechanism, any refunds of prior incentive earnings should be deducted from future incentive earnings claims.

 

On April 8, 2016, the IOUs, TURN and ORA filed comments on the proposals, in which the parties reiterated their requests.  The Utility currently expects that evidentiary hearings, if ordered by the CPUC, would be held in July 2016.  It is uncertain how the CPUC will resolve this matter and when the CPUC will issue a decision.

 

PG&E Corporation and the Utility believe it is reasonably possible that the Utility will be required to refund amounts previously awarded or incur other obligations related to this matter, but they are unable to reasonably estimate the amount of such refunds or other obligations.  If the Utility were required to make a refund as TURN and ORA propose, PG&E Corporation’s and the Utility’s financial results would be affected by the amount of any refund-related charges.

 

  OTHER MATTERS

 

Agreement with TransCanyon, LLC for Competitive Transmission Opportunities

 

On March 29, 2016, the Utility entered into an agreement with TransCanyon, LLC, a joint venture between subsidiaries of Berkshire Hathaway Energy and Pinnacle West Capital Corporation, to jointly pursue competitive transmission opportunities solicited by the CAISO , the operator for the majority of the California electr ic transmission grid.  The Utility and TransCanyon intend to jointly engage in the development of future transmission infrastructure and compete to develop, build, own an d operate transmission projects approved by the CAISO .

 

  LEGISLATIVE AND REGULATORY INITIATIVES

 

The California Legislature and the CPUC have adopted requirements and policies to accommodate the growth in distributed electric generation resources (including solar installations), increase the amount of renewable energy delivered to customers, foster the development of a state-wide electric vehicle charging infrastructure to encourage the use of electric vehicles, promote customer energy efficiency and demand response programs , and implement new state law requirements applicable to natural gas storage facilities .   In addition, the CPUC continues to implement state law requirements to reform electric rates to more closely reflect the utilities’ actual costs of service, reduce cross-subsidization among customer rate classes, implement new rules and rates for net energy metering (which currently allow certain self-generating customers to receive bill credits for surplus power at the full retail rate), and allow customers to have greater control over their energy use.   Significant developments that have occurred since the 2015 Form 10-K was filed with the SEC are discussed below.

 

 


The Utility’s ability to recover its costs, including investments associated with legislative and regulatory initiatives, as well as its electricity procurement and other operating costs, will, in large part, depend on the final form of legislative or regulatory requirements, and whether the associated ratemaking mechanisms can be timely adjusted to reflect changes in customer demand for the Utility’s electricity and natural gas service.    

 

Electric Distribution Resources Plan 

 

As required by California law, on July 1, 2015, the Utility filed its proposed electric distribution resources plan for approval by the CPUC.  The Utility’s plan identifies optimal locations on its electric distribution system for deployment of distributed energy resources.  The Utility’s proposal is designed to allow energy technologies to be interconnected with each other and integrated into the larger grid while continuing to provide customers with safe, reliable a nd affordable electric service.  The Utility envisions a future electric grid, titled the Grid of Things™, that would allow customers to choose new advanced energy supply technologies and services to meet their needs consistent with safe, reliable an d affordable electric service.  The Utili ty’s 2017 GRC includes a request to recover some of the investment costs that it forecasts it will incur under its proposed electric distribution resources plan.

 

Integrated Distributed Energy Resources Pilot Program

 

On April 4, 2016, the assigned CPUC Commissioner and ALJ issued a ruling proposing to establish, on a pilot basis, an interim program offering regulatory incentives to the Utility and the other two large California IOUs for the deployment of cost-effective distributed energy resources (“DERs”).   The ruling assumes that the incentive would take the form of an additional payment to the utility of 3.5% (grossed up for taxes) of the payments made to the DER provider(s).  The exact figure would be determined later if the proposal or a similar alternative is adopted by the CPUC. The ruling also states that it does not intend for this phase to adopt a new regulatory framework or business model for the California electric utilities.  Co mments on the proposal are due May 9 , 2016 a nd reply comments are due May 23 , 2016.

 

Electric Rate Reform and Net Energy Metering

 

On July 3, 2015, the CPUC approved a final decision to authorize the California IOUs to gradually flatten their tiered residential electric rate structures from four tiers to two tiers by January 1, 2019.   The decision approved increased minimum bill charges for residential customers and also allows the imposition of a surcharge on customers with extremely high electricity use beginning in 2017.   The decision requires the Utility to file a proposal by January 1, 2018, to charge residential electric customers based on time-of-use rates (known as “default time-of-use rates”) unless customers elect otherwise.   The Utility also may propo se to impose a fixed charge on residential electric c ustomers.   Under the CPUC’s decision, default time-of-use rates must be implemented before the CPUC will permit the imposition of a fixed charge in electric rates .  

 

In January 2016, the CPUC adopted new NEM rules and rates.   The new rules and rates are expected t o become effective for new NEM customers later in 2016.   New NEM customers will be required to pay an interconnection fee, will be charged on time -of- use rates, and will be required to pay non-bypassable charges to hel p fund some of the costs of low- income, energy efficiency, and other programs that other customers pay.   On March 7, 2016, the Utility and certain other parties, including TURN and CUE, filed applications for rehearing. The Utility requested that the CPUC vacate its January 2016 decision that the Utility asserts contains legal and factual errors.   Many parties argued that the CPUC failed to complete its duties under AB 327, which required the CPUC to evaluate the costs and benefits of NEM.

 

Electric Vehicle (EV) Infrastructure Development

 

In December 2014, the CPUC issued a decision adopting a policy to expand the California utilities’ role in developing an EV charging infrastructure to support California’s climate goals.   On February 9, 2015, the Utility filed an application requesting that the CPUC approve the Utility’s proposal to deploy, own, and maintain more than 25,000 EV charging stations and the associated infrastructure.  The Utility proposed to engage with third-party EV service providers to operate and maintain the charging stations.  The Utility requested that the CPUC approve forecasted capital expenditures of $551 million over the 5-year deployment period.

 

On September 4, 2015, the assigned CPUC Commissioner and the ALJ issued a scoping memo and procedural schedule that required the Utility to supplement its application by submitting a more phased deployment approach that will be considered in a first phase of the proceeding.  On October 12, 2015, the Utility submitted supplemental testimony presenting two separate proposals.   In its first proposal, the Utility has requested that the CPUC approve approximately $70 million in capital expenditures to deploy and own 2,510 EV charging station s over approximately 2 years.  In its second proposal, the Utility has requested that the CPUC approve approximately $187 million in capital expenditures to deploy and own 7,530 EV charging stations over approximately 3 years.

 

 


On March 21, 2016, the Utility filed with the CPUC a settlement agreement that it entered into with certain parties, including environmental advocates, automakers, electric vehicle drivers, labor, and environmental justice advocates, that makes adjustments to the Utility’s second proposal, including a reduction to requested capital expenditures to approximately $132 million.  (TURN, ORA , and certain equipment suppliers are not parties to the agreement and filed responses on April 12, 2016, ge nerally opposing the settlement.)  The settlement agreement is subject to approval by the CPUC.   H earings were held in April 2016 and under the CPUC’s schedule, a proposed decision for the first phase of the proceeding is expected to be issued in the third quarter of 2016. Further deployment of EV charging stations would be considered in a second phase of the proceeding depending on the outcome of the first phase.  

 

ENVIRONMENTAL MATTERS

 

The Utility’s operations are subject to extensive federal, state, and local laws and permits relating to the protection of the environment and the safety and health of the Utility’s personnel and the public.  These laws and requirements relate to a broad range of the Utility’s activities, including the remediation of hazardous wastes , such as groundwater contamination caused by hexavalent chromium used in the past at the Utility’s natural gas compressor stations ; the reporting and reduction of carbon dioxide and other greenhouse gas emissions; the discharge of pollutants into the air, water, and soil; and the transportation, handling, storage, and disposal of spent nuclear fue l.   (See Note 9 of the N otes to the Condensed Consolidated Financial Statements , as well as “Item 1A. Risk Factors” and Note 13 in the 2015 Form 10-K.)

 

CONTRACTUAL COMMITMENTS

 

PG&E Corporation and the Utility enter into contractual commitments in connection with future obligations that relate to purchases of electricity and natural gas for customers, purchases of transportation capacity, purchases of renewable energy, and purchases of fuel and transportation to support the Utility’s generation activities.  (See “ Purchase Commitments” in Note 9 of the Notes to the Condensed Consolidated Financial Statements).  Contractual commitments that relate to financing arrangements include long-term debt, preferred stock, and certain forms of regulatory financing.  For more in-depth discussion about PG&E Corporation’s and the Utility’s contractual commitments, see “Liquidity and Financial Resources” above and Management’s Discussion and Analysis of Financial Condition and Results of Operations – Contractual Commitments in the 201 5 Form 10-K.

 

Off-Balance Sheet Arrangements

 

PG&E Corporation and the Utility do not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a current or future material effect on their financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources , other than those discussed in Note 13 of the Notes to the Consolidated Financial Statements in the 2015 Form 10-K (the Utility’s commodity purchase agreements) .

 

RISK MANAGEMENT ACTIVITIES

 

PG&E Corporation , mainly through its ownership of the Utility, and the Utility are exposed to market risk, which is the risk that changes in market conditions will adversely affect net income or cash flows.  PG&E Corporation and the Utility face market risk associated with their operations; their financing arrangements; the marketplace for elect ricity, natural gas, electric transmission, natural gas transportation, and storage; emissions allowances and offset credits, other goods and services; and other aspects of their businesses.  PG&E Corporation and the Utility categorize market risks as “pric e risk” and “interest rate risk. ”  The Utility is also exposed to “credit risk,” the risk that counterparties fail to perform their contractual obligations.  

 

The Utility actively manages market risk through risk management programs designed to support business objectives, discourage unauthorized risk-taking, reduce commodity cost vola tility, and manage cash flows.  T he Utility uses derivative instruments only for non-trading purposes ( i.e ., risk mitigation) and not for speculative purposes.  The Utility’s risk management activities include the use of physical and financial instruments such as forward contracts, futures, swaps, options, and other instruments and agreements, most of which are accounted for as derivative instruments.  Some contracts are accounted for as leases.   The Utility manages credit risk associated with its counterparties by assigning credit limits based on evaluations of their financial conditions, net worth, credit ratings, and other credit criteria as deemed appropriate. Credit limits and credit quality are monitored periodically.   These activities are discussed in detail in the 2015 Form 10-K.  There were no significant developments to the Utility and PG&E Corporation ’s risk management activities during the three months ended March 31 , 2016 .

 

 


CRITICAL ACCOUNTING POLICIES

 

The preparation of the Condensed Consolidated Financial Sta tements in accordance with GAAP involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expenses during the reporting period.  PG&E Corporation and the Utility consider their accounting policies for regulatory assets and liabilities, loss contingencies associated with environmental remediation liabilities and legal and regulatory matters, asset retirement obligations, and pension and other postretirement benefits plans to be critical accounting policies. These policies are considered critical accounting policies due, in part, to their complexity and because their application is relevant and material to the financial position and results of operations of PG&E Corporation and the Utility, and because these policies require the use of ma terial judgments and estimates. Actual results may differ materially from these estimates. These accounting policies and their key characteristics are discussed in detail in the 2015 Form 10-K .

 

ACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTED

 

See the discussion above in Note 2 of the Notes to the Condensed Consolidated Financial Statements.


 


CAUTIONARY LANGUAGE REGARDING FORWARD-LOOKING STATEMENTS

 

This report contains forward-looking statements that are necessarily subject to various risks and uncertainties.  These statements reflect management’s judgment and opinions which are based on current estimates, expectations, and projections about future events and assumptions regarding these events and management's knowledge of facts as of the date of this report.  These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines, associated with various investigations and proceedings ; forecasts of pipeline-related expenses that the Utility will not recover through rates; forecasts of capital expenditures; estimates and assumptions used in critical accounting policies, including those relating to regulatory assets and liabilities, environmental remediation, litigation, third-party claims, and other liabilities; and the level of future equity or debt issuances.  These statements are also identified by words such as “assume,” “expect,” “intend,” “forecast,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “may,” “should,” “would,” “could,” “potential” and similar expressions.  PG&E Corporation and the Utility are not able to predict all the factors that may affect future results.  Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

 

the timing and outcomes of the 2015 GT&S rate case, the 2017 GRC, the TO rate cases, and other ratemaking and regulatory proceedings;

 

 

the timing and outcomes of the federal criminal prosecution of the Utility, the pending CPUC investigation of the Utility’s natural gas distribution record-keeping practices, the SED’s unresolved enforcement matters relating to the Utility’s compliance with natural gas-related laws and regulations, and the other investigations that have been or may be commenced relating to the Utility’s compliance with natural gas-related laws and regulations, and the ultimate amount of fines, penalties, and remedial costs that the Utility may incur in connection with the outcomes;

 

 

the timing and outcome of the CPUC’s investigation of communications between the Utility and the CPUC that may have violated the CPUC’s rules regarding ex parte communications or are otherwise alleged to be improper, whether additional criminal or regulatory investigations or enforcement actions are commenced with respect to allegedly improper communications, and whether such matters negatively affect the final decisions to be issued in the 2015 GT&S rate case or other ratemaking proceedings;

 

the outcome of the Butte fire litigation, and whether the Utility’s insurance is sufficient to cover the Utility’s liability resulting therefrom , or if insurance is otherwise available; and whether additional investigations and proceedings will be opened

 

 

whether PG&E Corporation and the Utility are able to repair the harm to their reputations caused by the criminal prosecution of the Utility, the state and federal investigations of natural gas incidents, matters relating to the indicted case, improper communications between the CPUC and the Utility; and the Utility’s ongoing work to remove encroachments from transmission pipeline rights-of-way;

 

 

whether the Utility can control its costs within the authorized levels of spending, the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs, and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons;

 

 

the amount and timing of additional common stock and debt issuances by PG&E Corporation, including the dilutive impact of common stock issuances to fund PG&E Corporation’s equity contributions to the Utility as the Utility incurs charges and costs, including fines, that it cannot recover through rates;

 

 

the outcome of the CPUC’s investigation into the Utility’s safety culture, and future legislative or regulatory actions that may be taken to require the Utility to separate its electric and natural gas businesses, restructure into separate entities, undertake some other corporate restructuring, or implement corporate governance changes;

 

 

the outcomes of future investigations or other enforcement proceedings that may be commenced relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to its operations, including the construction, expansion or replacement of its electric and gas facilities; inspection and maintenance practices, customer billing and privacy, and physical and cyber security;

 

 

the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility’s known and unknown remediation obligations; and the extent to which the Utility is able to recover environmental costs in rates or from other sources;

 


 

 

the ultimate amount of unrecoverable environmental costs the Utility incurs 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; the impact of actions taken by state agencies,  including the California State Water Resources Board and the California State Lands Commission, that may affect the Utility’s ability to continue operating Diablo Canyon; and whether the Utility decides to resume its pursuit to renew the two Diablo Canyon NRC operating licenses, and if so, whether the licenses are renewed;

 

 

the impact of droughts or other weather-related conditions or events, wildfires (such as the Butte fire), 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; whether the Utility incurs liability to third parties for property damage or personal injury caused by such events; and whether the Utility is subject to civil, criminal, or regulatory penalties in connection with such events; and whether the Utility’s insurance coverage is available for these types of claims and whether the amount of insurance is sufficient to cover the Utility’s liability;

 

 

how the CPUC and the CARB implement state environmental laws relating to GHG, renewable energy targets, energy efficiency standards, distributed energy resources, electric vehicles, and similar matters, including whether the Utility is able to continue recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade regulations, and whether the Utility is able to timely recover its associated investment costs;

 

 

whether the Utility’s climate change adaptation strategies are successful;

 

 

the impact that reductions in customer demand for electricity and natural gas have on the Utility’s ability to make and recover its investments through rates and earn its authorized return on eq uity, and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources and changing customer demand for natural gas and electric services;

 

 

the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, including its renewable energy procurement costs;

 

 

whether the Utility’s information technology, operating systems and networks, including the advanced metering system infrastructure, customer billing, financial, records management, 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 against unauthorized or inadvertent disclosure of information contained in such systems and networks, including confidential proprietary information and the personal information of customers; and whether the Utility can continue to rely on third-party vendors and contractors that maintain and support some of the Utility’s information technology and operating systems;

 

 

the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection with third-party claims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Utility can continue to obtain adequate insurance coverage for future losses or claims, especially following a major event that causes widespread third-party losses;

 

 

the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms;

 

 

changes in credit ratings which could 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 outcomes of the CPUC’s pending investigations, the criminal prosecution, and other enforcement matters affect 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.

 

For more information about the significant risks that could affect the outcome of these forward-looking statements and PG&E Corporation’s and the Utility’s future financial condition, results of operations, and cash flows, see “Risk Factors” in the 2015 Form 10-K and in Part II, Item. 1A. Risk Factors below .  PG&E Corporation and the Utility do not undertake an y obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.


 


 

ITEM 3. QUANTITATIVE AND QUALITATIV E DISCLOSURES ABOUT MARKET RISK

 

PG&E Corporation’s and the Utility’s primary market risk results from changes in energy commodity prices.  PG&E Corporation and the Utility engage in price risk management activities for non-trading purposes only.  Both PG&E Corporation and the Utility may engage in these price risk management activities using forward contracts, futures, options, and swaps to hedge the impact of market fluctuations on energy commodity prices and interest rates.  (See the section above entitled “Risk Management Activities” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.)

 

ITEM 4. CONTROLS AND PROCEDURES

 

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of March 31, 2016 , PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures were effective to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms.  In addition, PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures were effective in ensuring that information required to be disclosed by PG&E Corporation and the Utility in the reports that PG&E Corporation and the Utility file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

There were no changes in internal control over financial reporting that occurred during the quarter ended March 31, 2016 , that have materially affected, or are reasonably likely to materially affect, PG&E Corporation’s or the Utility’s internal control over financial reporting.


 


PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

In addition to the following legal proceedings, PG&E Corporation and the Utility are involved in various legal proceedings in the ordinary course of their business.  For more information regarding PG&E Corporation’s and the Utility’s contingencies, see Note   9 of the Notes to the Condensed Consolidated Financial Statement and Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Enforcement and Litigation Matters.”

 

Penalty Decision Related to the CPUC’s Investigative Enforcement Proceedings Related to Natural Gas Transmission

 

For a description of this matter, see “ Part I, Item 3. Legal Proceedings in the 2015 Form 10-K , the discussion of the Penalty Decision in Note 13 of the Notes to the Consolidated Financial Statements in the 2015 Form 10-K, and the discussion included in Note 9 of the Notes to the Condensed Consolidated Financial Statements.

 

Federal Criminal Indictment

 

On July 29, 2014, a federal grand jury for the Northern District of California returned a 28-count superseding criminal indictment against the Utility in federal district court that superseded the original indictment that was returned on April 1, 2014.  The superseding indictment charges 27 felony counts alleging that the Utility knowingly and willfully violated minimum safety standards under the Natural Gas Pipeline Safety Act relating to record-keeping, pipeline integrity management, and identification of pipeline threats.  The superseding indictment also includes one felony count charging that the Utility illegally obstructed the NTSB’s investigation into the cause of the San Bruno accident.  On December 23, 2015, the court presiding over the federal criminal proceeding dismissed 15 of the Pipeline Safety Act counts , leaving 13 remaining counts.  Although the trial previously had been scheduled to begin on April 26, 2016, the court vacated the trial date and no new trial date has been set.  The court stated that it will set a new trial date in due course.

 

The maximum statutory fine for each felony count is $500,000, for total potential fines of $6.5 million. The government is also seeking fines under the Alternative Fines Act.  The Alternative Fines Act states, in part: “If any person derives pecuniary gain from the offense, or if the offense results in pecuniary loss to a person other than the defendant, the defendant may be fined not more than the greater of twice the gross gain or twice the gross loss.”  On December 8, 2015, the court issued an order granting, in part, the Utility’s request to dismiss the government’s allegations seeking an alternative fine under the Alternative Fines Act.  The court dismissed the government’s allegations regarding the amount of losses, but concluded that it required additional information about how the government would prove its allegations about the amount of gross gains prior to deciding whether to dismiss those allegations.  Based on the superseding indictment’s allegation that the Utility derived gross gains of approximately $281 million, the potential maximum alternative fine would be approximately $562 million.  On February 2, 2016, the court issued an order holding that if the government’s allegations about the Utility’s gross gains are considered, they would be considered in a second trial phase that would take place after the trial on the criminal charges. 

 

The Utility entered a plea of not guilty.  The Utility believes that criminal charges and the alternative fine allegations are not merited and that it did not knowingly and willfully violate minimum safety standards under the Natural Gas Pipeline Safety Act or obstruct the NTSB’s investigation, as alleged in the superseding indictment.  PG&E Corporation and the Utility have not accrued any charges for criminal fines in their Condensed Consolidated Financial Statements as such amounts are not considered to be probable.

 

For description of this matter, see “Part I, Item 3. Legal Proceedings” in the 2015 Form 10-K, the section entitled “Enforcement and Litigation Matters” in Note 13 of the Notes to the Consolidated Financial Statements in Item 8 in the 2015 Form 10-K, and  the section  entitled “Enforcement and Litigation Matters” in Note 9 of the Notes to the Condensed Consolidated Financial Statements. 

 

Litigation Related to the San Bruno Accident and Natural Gas Spending

 

As of March 31, 2016, there were seven purported derivative lawsuits seeking recovery on behalf of PG&E Corporation and the Utility for alleged breaches of fiduciary duty by officers and directors, among other claims.

 

 


On February 27 , 2016, a new shareholder derivative complaint, Bushkin v. Rambo et al ., was filed in the United States District Court for the Northern District of California.  This complaint has been designated by the plaintiff as related to the pending shareholder derivative suit Iron Workers Mid-South Pension Fund v. Johns, et al. , discus sed below.  The Bushkin complaint seeks to hold certain individual defendants responsible on claims of breach of fiduciary duty for damage to the company caused by the San Bruno accident, as well as by an alleged obstruction of the NTSB's investigation into the San Bruno accident and an alleged false statement related to PG&E Corporation’s corporate governance practic es in its 2015 Proxy Statement.  A case management conference on this matter is currently set for June 17, 2016.

 

A case management conference in the Iron Workers action pending in the United States District Court for the Northern District of California is c urrently set for June 3, 2016.  Aside from the June 3, 2016 case management conference, t he case has been stayed pending conclusion of the federal criminal proceedings against the Utility.  As previously disclosed, on December 8, 2015, the California Court of Appeal issued a writ of mandate to the Superior Court of California, San Mateo County , ordering the Court , to stay all proceedings in the four consolidated San Bruno Fire Derivative Cases pending conclusion of the federal criminal proceedings against the Utility.

 

A case management conference in the  action entitled Tellardin v. PG&E Corp. et al., also pending in the Superior Court of California, San Mateo County, is cur rently set for August 9, 2016.

 

For additional information regarding these matters, see the discussion entitled “Enforcement and Litigation Matters” above in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.  In addition, see “Part I, Item 3. Legal Proceedings” in the 2015 Form 10-K.

 

Investigation of the Butte Fire

 

On April 28, 2016, Cal Fire released its report of the investigation of the origin and cause of the “Butte fire,” the wildfire that ignited and spread in Amador and Calaveras Counties in Northern California in September 2015.  Cal Fire’s report concluded that the wildfire was caused when a Gray Pine tree contacted the Utility’s electric line which ignited portions of the tree, and determined that the failure by the Utility and its vegetation management contractors to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree.  In a press release also issued on April 28, 2016, Cal Fire indicated that it will seek to recover firefighting costs in excess of $90 million from the Utility.

 

In connection with the Butte fire, approximately 3 2 complaints have been filed to date against the Utility and its vegetation management contractors in the Superior Court of California in both the County of Calaveras and the County of San Francisco, involving approximately 1,300 individual plaintiffs and their insurance companies.  In response to plaintiffs’ and the Utility’s requests, the California Judicial Council has authorized the coordination of all cases in the Superior Court of California, Sacramento County.  Plaintiffs have begun to present to the Utility claims seeking early resolution of preference cases (individuals who due to their age and/or physical condition are not likely to meaningfully participate in a trial under normal scheduling).  The number of complaints may increase in the future.  An initial case management conference was held on April 22, 2016 and the next case management conference is currently scheduled for May 24, 2016.

 

In connection with this matter, the Utility may be liable for property damages without having been found negligent, through the theory of inverse condemnation.  In addition, the Utility may be liable for fire suppression costs, personal injury damages, and other damages if the Utility were found to have been negligent.

 

As a result of the Cal Fire report, additional investigations and proceedings may be opened, the outcome of which PG&E Corporation and the Utility are unable to predict.

 

For additional information, see Note 9 of the Notes to the Condensed Consolidated Financial Statements and Item 1A. Risk Factors.

 

Other Enforcement Matters

 

In addition, fines may be imposed, or other regulatory or governmental enforcement action could be taken, with respect to the Utility’s self-reports of noncompliance with natural gas safety regulations, prohibited ex parte communications between the Utility and CPUC personnel, investigations that were commenced after a pipeline explosion in Carmel, California on March 3, 2014, and other enforcement matters.  See the discussion entitled “Enforcement and Litigation Matters” above in Part 1, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations and in Note 9 of the Notes to the Condensed Consolidated Financial Statements.   In addition, see “Part I, Item 3. Legal Proceedings” in the 2015 Form 10-K.

 

 


Diablo Canyon Nuclear Power Plant 

 

For more information regarding the status of the 2003 settlement agreement between the Central Coast Regional Water Quality Control Board and the Utility, see “Part I, Item 3. Legal Proceedings” in the 2015 Form 10-K.

 

Venting Incidents in San Benito County

 

As part of its regular maintenance and inspection practices for its natural gas transmission system, the Utility performs in-line inspections of pipelines using devices called “pigs” that travel through the pipeline to inspect and clean the walls of the pipe.  When in-line inspections are performed, natural gas in the pipeline is released or vented at the pipeline station where the device is removed.  In February 2014, the Utility conducted an in-line inspection of a natural gas transmission pipeline that traverses San Benito County and vented the natural gas at the Utility’s transmission station located in Hollister, which is next to an elementary school.  The Utility vented the natural gas during school hours on three occasions that month.  After being informed of the venting by the local air district, the San Benito County District Attorney notified the Utility in December 2014 that it was contemplating bringing legal action against the Utility for violation of Health and Safety Code section 41700, which prohibits discharges of air contaminants that cause a public nuisance.  The Utility has been in settlement discussions with the district attorney’s office since that time.  On October 28, 2015, the district attorney informed the Utility that it would seek civil penalties in excess of $100,000 but is willing to continue to explore settlement options with the Utility.

 

For more information, see “Part I, Item 3. Legal Proceedings” in the 2015 Form 10-K.

 

ITEM 1A. RISK FACTORS

 

For information about the significant risks that could affect PG&E Corporation’s and the Utility’s future financial condition, results of operations, and cash flows, see the section of the 2015 Form 10-K entitled “Risk Factors,” as supplemented below, and the section of this quarterly report entitled “Cautionary Language Regarding Forward-Looking Statements.”

PG&E Corporation and the Utility may incur material liability in connection with the Butte fire .

On April 28, 2016, Cal Fire released its report of the investigation of the origin and cause of the “Butte fire,” the wildfire that ignited and spread in Amador and Calaveras Counties in Northern California in September 2015.   Cal Fire’s   report co ncluded that the   wildfire   was caused when a Gray Pine tree contacted a n electric line of the Utility, which ignited portions of the tree, and determined that the failure by the Utility and its vegetation management contractors to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree.   In a press release also issued on April 28, 2016, Cal Fire indicated that it will seek to recover firefighting costs in excess of $90 million from the Utility.

In connection with the Butte fire, approximately 3 2 complaints have been filed to date against the Utility and its vegetation management contractors in the Superior Court of California in both the County of Calaveras and the County of San Francisco, involving approximately 1,300 individual plaintiffs and their insurance companies.   The number of complaints may increase in the future.     PG&E Corporation’s and the Utility’s financial statements for the period ended March 31, 2016 reflect a provision of $350 million for property damages in connection with this matter.  This amount is based on estimates about the number, size, and type of structures damaged or destroyed, and assumptions about the contents of such structures and other property damage.   A change in management’s estimates or assumptions coul d result in an adjustment that c ould have a material impact on PG&E Corporation’s and the Utility’s financial condition and results of operations during the period in which such change occurred.   Th e Utility also could incur material charges related to fire suppression, personal injury damages and other damages.    

 

The Utility has insurance coverage for third party clai ms.   If the amount of insurance is insufficient to cover such losses , or if insurance is otherwise unavailable, PG&E Corporation’s and the Utility’s financial condition, results of operations, or cash flows could be materially affected.

 

The Utility also could be subject to material fines, or penalties or disallowances if the CPUC or other law enforcement agency brought enforcement action against the Utility.

 

 


ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

During the quarter ended March 31, 2016 , PG&E Corporation made equity contributions totaling $ 65 million to the Utility in order to maintain the 52% common equity component of the Utility’s CPUC-authorized capital structure.  Neither PG&E Corporation nor the Utility made any sales of unregistered equity securities during the quarter ended March 31, 2016 .

 

Issuer Purchases of Equity Securities

 

During the quarter ended March 31, 2016 , PG&E Corporation did not redeem or repurchase any shares of common stock outstanding. During the quarter ended March 31, 2016 , the Utility did not redeem or repurchase any shares of its various series of preferred stock outstanding.

 

ITEM 5. OTHER INFORMATION

 

Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

 

The Utility’s earnings to fixed charges ratio for the three months ended March 31, 2016 was 0.75. The Utility’s earnings to combined fixed charges and preferred stock dividends ratio for the three months ended March 31, 2016 was 0.74 . The statement of the foregoing ratios, together with the statements of the computation of the foregoing ratios filed as Exhibits 12.1 and 12.2 hereto, are included herein for the purpose of incorporating such information and Exhibits into the Utility’s Registration Statement No. 333-193879.

 

PG&E Corporation’s earnings to fixed charges ratio for the three months ended March 31, 2016 was 0.75 . The statement of the foregoing ratio, together with the statement of the computation of the foregoing ratio filed as Exhibit 12.3 hereto, is included herein for the purpose of incorporating such information and Exhibit into PG&E Corporation’s Registration Statement No. 333-193880.


 


ITEM 6. EXHIBITS

 

3

Bylaws of PG&E Corporation amended as of February 17, 2016

 

 

4

Twenty-Seventh Supplemental Indenture, dated as of March 1, 2016, relating to the issuance of $600,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.95% Senior Notes due March 1, 2026  (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K filed on March 1, 2016 (File No. 1-2348), Exhibit 4.1)

 

 

10.1

Term Loan Agreement, dated as of March   2, 2016, between Pacific Gas and Electric Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K filed on March 4, 2016 (File No. 1-2348), Exhibit 10.1)

 

 

*10. 2

Restricted Stock Unit Agreement between Dinyar Mistry and PG&E Corporation dated February 23, 2016

 

 

*10. 3

Separation agreement between Pacific Gas and Electric Company and Greg Kiraly dated February 18, 2016

 

 

*10. 4

Amendment to the Postretirement Life Insurance Plan of the Pacific Gas and Electric Company, effective February 16, 2016

 

 

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 Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

Certifications of the Principal Executive Officer s and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002

 

 

**32.1

Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002

 

 

**32.2

Certifications of the Principal Executive Officer s and the Principal 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.

** Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.


 


SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this Quarterly Report on Form 10-Q to be signed on their behalf by the undersigned thereunto duly authorized.

 

 

PG&E CORPORATION

 

/s/ JASON P. WELLS

Jason P. Wells
Senior Vice President and Chief Financial Officer
(duly authorized officer and principal financial officer)

 

 

PACIFIC GAS AND ELECTRIC COMPANY

 

/s/ DINYAR B. MISTRY

Dinyar B. Mistry

Senior Vice President, Human Resources, Chief Financial Officer and Controller

(duly authorized officer and principal financial officer)

 

 

 

Dated: May 4, 2016

 


EXHIBIT INDEX

 

3

Bylaws of PG&E Corporation amended as of February 17, 2016

 

 

4

Twenty-Seventh Supplemental Indenture, dated as of March 1, 2016, relating to the issuance of $600,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.95% Senior Notes due March 1, 2026  (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K filed on March 1, 2016 (File No. 1-2348), Exhibit 4.1)

 

 

10.1

Term Loan Agreement, dated as of March   2, 2016, between Pacific Gas and Electric Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd. (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K filed on March 4, 2016 (File No. 1-2348), Exhibit 10.1)

 

 

*10. 2

Restricted Stock Unit Agreement between Dinyar Mistry and PG&E Corporation dated February 23, 2016

 

 

*10. 3

Separation agreement between Pacific Gas and Electric Company and Greg Kiraly dated February 18, 2016

 

 

*10. 4

Amendment to the Postretirement Life Insurance Plan of the Pacific Gas and Electric Company, effective February 16, 2016

 

 

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 Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002

 

 

31.2

Certifications of the Principal Executive Officer s and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002

 

 

**32.1

Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002

 

 

**32.2

Certifications of the Principal Executive Officer s and the Principal 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.

** Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.

 

EXHIBIT 3
 

Bylaws
of
PG&E Corporation
amended as of February 17, 2016


Article I.
SHAREHOLDERS.


1.   Place of Meeting .  All meetings of the shareholders shall be held at the office of the Corporation in the City and County of San Francisco, State of California, or at such other place, within or without the State of California, as may be designated by the Board of Directors.

2.   Annual Meetings .  The annual meeting of shareholders shall be held each year on a date and at a time designated by the Board of Directors.

Written notice of the annual meeting shall be given not less than ten (or, if sent by third‑class mail, thirty) nor more than sixty days prior to the date of the meeting to each shareholder entitled to vote thereat.  The notice shall state the place, day, and hour of such meeting, and those matters which the Board, at the time of mailing, intends to present for action by the shareholders.

Notice of any meeting of the shareholders shall be given, by mail or telegraphic or other written communication, postage prepaid, to each holder of record of the stock entitled to vote thereat, at his address, as it appears on the books of the Corporation.

At an annual meeting of shareholders, only such business shall be conducted as shall have been properly brought before the annual meeting.  To be properly brought before an annual meeting, business must be (i) specified in the notice of the annual meeting (or any supplement thereto) given by or at the direction of the Board, or (ii) otherwise properly brought before the annual meeting by a shareholder.  For business to be properly brought before an annual meeting by a shareholder, including the nomination of any person (other than a person nominated by or at the direction of the Board) for election to the Board, the shareholder must have given timely and proper written notice to the Corporate Secretary of the Corporation pursuant to this Section or Section 3.  Other than director nominations pursuant to Section 3, to be timely, the shareholder's written notice must be received at the principal executive office of the Corporation not less than forty-five days before the date corresponding to the mailing date of the notice and proxy materials for the prior year's annual meeting of shareholders; provided, however, that if the annual meeting to which the shareholder's written notice relates is to be held on a date that differs by more than thirty days from the date of the last annual meeting of shareholders, the shareholder's written notice to be timely must be so received not later than the close of business on the tenth day following the date on which public disclosure of the date of the annual meeting is made or given to shareholders.  Any shareholder's written notice that is delivered after the close of business (5:00 p.m. local time) will be considered received on the following business day.  To be proper, the shareholder's written notice must set forth as to each matter the shareholder proposes to bring before the annual meeting (a) a brief description of the business desired to be brought before the annual meeting, (b) the name and address of the shareholder as they appear on the Corporation's books, (c) the class and number of shares of the Corporation that are beneficially owned by the shareholder, and (d) any material interest of the shareholder in such business.  In addition, other than director nominations pursuant to Section 3, if the shareholder's written notice relates to the nomination at the annual meeting of any person for election to the Board, such notice to be proper must also set forth (a) the name, age, business address, and residence address of each person to be so nominated, (b) the principal occupation or employment of each such person, (c) the number of shares of capital stock of the Corporation beneficially owned by each such person, and (d) such other information concerning each such person as would be required under the rules of the Securities and Exchange Commission in a proxy statement soliciting proxies for the election of such person as a Director, and must be accompanied by a consent, signed by each such person, to serve as a Director of the Corporation if elected.  Notwithstanding anything in the Bylaws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this Section and Section 3.

3.   Nominations of Directors Included in the Corporation's Proxy Materials .

(a)   Inclusion of Shareholder Nominee in Proxy Statement .  Subject to the provisions of this Section  3, if expressly requested in the relevant Nomination Notice (as defined in Section 3(d) below), the Corporation shall include in its proxy statement for any annual meeting of shareholders (but not at any special meeting of shareholders):  (i) the name of any person nominated for election (the "Shareholder Nominee"), which shall also be included on the Corporation's form of proxy and ballot, by any Eligible Shareholder (as defined in Section 3(c)(i) below) or group of up to 20 Eligible Shareholders that, as determined by the Board of Directors or its designee acting in good faith, has (individually and collectively, in the case of a group) satisfied all applicable conditions and complied with all applicable procedures set forth in this Section 3 (such Eligible Shareholder or group of Eligible Shareholders being a "Nominating Shareholder"); (ii) disclosure about the Shareholder Nominee and the Nominating Shareholder required under the rules of the Securities and Exchange Commission or other applicable law to be included in the proxy statement; (iii) any statement included by the Nominating Shareholder in the Nomination Notice for inclusion in the proxy statement in support of the Shareholder Nominee's election to the Board of Directors (subject, without limitation, to Section 3(e)(ii), provided that such statement does not exceed 500 words; and (iv) any other information that the Corporation or the Board of Directors determines, in their discretion, to include in the proxy statement relating to the nomination of the Shareholder Nominee, including, without limitation, any statement in opposition to the nomination and any of the information provided pursuant to this Section 3.

(b)   Maximum Number of Shareholder Nominees .

(i)   The Corporation shall not be required to include in the proxy statement for an annual meeting of shareholders more Shareholder Nominees than that number of directors constituting 20 percent of the total number of directors of the Corporation on the last day on which a Nomination Notice may be submitted pursuant to this Section 3 (rounded down to the nearest whole number), but, in any event, not fewer than two (the "Maximum Number").  The Maximum Number for a particular annual meeting shall be reduced by:  (1) Shareholder Nominees whose nominations are subsequently withdrawn and (2) Shareholder Nominees whom the Board of Directors itself decides to nominate for election at such annual meeting.  In the event that one or more vacancies for any reason occurs on the Board of Directors after the deadline set forth in Section 3(d) but before the date of the annual meeting of shareholders and the Board of Directors resolves to reduce the size of the Board in connection therewith, the Maximum Number shall be calculated based on the number of directors in office as so reduced.

(ii)   If the number of Shareholder Nominees pursuant to this Section 3 for any annual meeting of shareholders exceeds the Maximum Number, then, promptly upon notice from the Corporation, each Nominating Shareholder will select one Shareholder Nominee for inclusion in the proxy statement until the Maximum Number is reached, going in order of the amount (largest to smallest) of shares of the Corporation's common stock that each Nominating Shareholder disclosed as owned in its Nomination Notice, with the process repeated if the Maximum Number is not reached after each Nominating Shareholder has selected one Shareholder Nominee.  If, after the deadline for submitting a Nomination Notice as set forth in Section 2(d), a Nominating Shareholder becomes ineligible or withdraws its nomination, or a Shareholder Nominee becomes ineligible or unwilling to serve on the Board of Directors, whether before or after the mailing of the definitive proxy statement, then the Corporation:  (1) shall not be required to include in its proxy statement or on any ballot or form of proxy the Shareholder Nominee or any successor or replacement nominee proposed by the Nominating Shareholder or by any other Nominating Shareholder and (2) may otherwise communicate to its shareholders, including without limitation by amending or supplementing its proxy statement or ballot or form of proxy, that the Shareholder Nominee will not be included as a Shareholder Nominee in the proxy statement or on any ballot or form of proxy and will not be voted on at the annual meeting of shareholders.

  (c)   Eligibility of Nominating Shareholder .

(i)   An "Eligible Shareholder" is a person who has either (1) been a record holder of the shares of common stock of the Corporation used to satisfy the eligibility requirements in this Section 3(c) continuously for the three-year period specified in subsection (c)(ii) of this Section 3 below or (2) provides to the Corporate Secretary of the Corporation, within the time period referred to in Section 3(d), evidence of continuous ownership of such shares for such three-year period from one or more securities intermediaries in a form that the Board of Directors or its designee, acting in good faith, determines acceptable.

(ii)   An Eligible Shareholder or group of up to 20 Eligible Shareholders may submit a nomination in accordance with this Section 3 only if the person or group (in the aggregate) has continuously owned at least the Minimum Number (as defined in Section 3(c)(iii) below) (as adjusted for any stock splits, reverse stock splits, stock dividends or similar events) of shares of the Corporation's common stock throughout the three-year period preceding and including the date of submission of the Nomination Notice, and continues to own at least the Minimum Number of shares through the date of the annual meeting of shareholders.  The following shall be treated as one Eligible Shareholder if such Eligible Shareholder shall provide together with the Nomination Notice documentation satisfactory to the Board of Directors or its designee, acting in good faith, that demonstrates compliance with the following criteria:  (1) funds under common management and investment control; (2) funds under common management and funded primarily by the same employer; or (3) a "family of investment companies" or a "group of investment companies" (each as defined in the Investment Company Act of 1940, as amended).  For the avoidance of doubt, in the event of a nomination by a Nominating Shareholder that includes more than one Eligible Shareholder, any and all requirements and obligations for a given Eligible Shareholder or, except as the context otherwise makes clear, the Nominating Shareholder that are set forth in this Section 3, including the minimum holding period, shall apply to each member of such group; provided, however, that the Minimum Number shall apply to the aggregate ownership of the group of Eligible Shareholders constituting the Nominating Shareholder.  Should any Eligible Shareholder withdraw from a group of Eligible Shareholders constituting a Nominating Shareholder at any time prior to the annual meeting of shareholders, the Nominating Shareholder shall be deemed to own only the shares held by the remaining Eligible Shareholders.  As used in this Section 3, any reference to a "group" or "group of Eligible Shareholders" refers to any Nominating Shareholder that consists of more than one Eligible Shareholder and to all the Eligible Shareholders that make up such Nominating Shareholder.

(iii)                                   The "Minimum Number" of shares of the Corporation's common stock means 3 percent of the number of outstanding shares of common stock of the Corporation as of the most recent date for which such amount is given in any filing by the Corporation with the Securities and Exchange Commission prior to the submission of the Nomination Notice.

  (iv)                           For purposes of this Section 3, an Eligible Shareholder "owns" only those outstanding shares of the Corporation's common stock as to which such Eligible Shareholder possesses both:  (1) the full voting and investment rights pertaining to such shares and (2) the full economic interest in (including the opportunity for profit from and the risk of loss on) such shares; provided that the number of shares calculated in accordance with clauses (1) and (2) shall not include any shares (x) sold by such Eligible Shareholder or any of its affiliates in any transaction that has not been settled or closed, (y) borrowed by such Eligible Shareholder or any of its affiliates for any purpose or purchased by such Eligible Shareholder or any of its affiliates pursuant to an agreement to resell, or (z) subject to any option, warrant, forward contract, swap, contract of sale, or other derivative or similar agreement entered into by such Eligible Shareholder or any of its affiliates, whether any such instrument or agreement is to be settled with shares or with cash based on the notional amount or value of outstanding capital stock of the Corporation, in any such case which instrument or agreement has, or is intended to have, the purpose or effect of: (A) reducing in any manner, to any extent or at any time in the future, such Eligible Shareholder's or any of its affiliates' full right to vote or direct the voting of any such shares, and/or (B) hedging, offsetting, or altering to any degree any gain or loss arising from the full economic ownership of such shares by such Eligible Shareholder or any of its affiliates.  An Eligible Shareholder "owns" shares held in the name of a nominee or other intermediary so long as the Eligible Shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares.  An Eligible Shareholder's ownership of shares shall be deemed to continue during any period in which the Eligible Shareholder has delegated any voting power by means of a proxy, power of attorney, or other similar instrument or arrangement that is revocable at any time by the Eligible Shareholder.  An Eligible Shareholder's ownership of shares shall be deemed to continue during any period in which the Eligible Shareholder has loaned such shares, provided that the Eligible Shareholder has the power to recall such loaned shares on not more than five business days' notice.  The terms "owned," "owning," and other variations of the word "own" shall have correlative meanings.  Whether outstanding shares of the Corporation are "owned" for these purposes shall be determined by the Board of Directors or its designee acting in good faith.  For purposes of this Section 3(c)(iv), the term "affiliate" or "affiliates" shall have the meaning ascribed thereto under the General Rules and Regulations under the Securities Exchange Act of 1934, as amended ("Exchange Act").

(v)   No Eligible Shareholder shall be permitted to be in more than one group constituting a Nominating Shareholder, and if any Eligible Shareholder appears as a member of more than one group, such Eligible Shareholder shall be deemed to be a member of only the group that has the largest ownership position as reflected in the Nomination Notice.

  (d)   Nomination Notice .  To nominate a Shareholder Nominee pursuant to this Section 3, the Nominating Shareholder must submit to the Corporate Secretary of the Corporation all of the following information and documents in a form that the Board of Directors or its designee, acting in good faith, determines acceptable (collectively, the "Nomination Notice"), not less than 120 days nor more than 150 days prior to the anniversary of the date that the Corporation mailed its proxy statement for the prior year's annual meeting of shareholders; provided, however, that if (and only if) the annual meeting of shareholders is not scheduled to be held within a period that commences 30 days before the first anniversary date of the preceding year's annual meeting of shareholders and ends 30 days after the first anniversary date of the preceding year's annual meeting of shareholders (an annual meeting date outside such period being referred to herein as an "Other Meeting Date"), the Nomination Notice shall be given in the manner provided herein by the later of the close of business on the date that is 180 days prior to such Other Meeting Date or the tenth day following the date such Other Meeting Date is first publicly announced or disclosed (in no event shall the adjournment or postponement of an annual meeting, or the announcement thereof, commence a new time period (or extend any time period) for the giving of the Nomination Notice):

(i)   one or more written statements from the record holder of the shares (and from each intermediary through which the shares are or have been held during the requisite three-year holding period) verifying that, as of a date within seven (7) calendar days prior to the date of the Nomination Notice, the Nominating Shareholder owns, and has continuously owned for the preceding three (3) years, the Minimum Number of shares, and the Nominating Shareholder's agreement to provide, within five (5) business days after the record date for the annual meeting, written statements from the record holder and intermediaries verifying the Nominating Shareholder's continuous ownership of the Minimum Number of shares through the record date;

(ii)   an agreement to provide immediate notice if the Nominating Shareholder ceases to own the Minimum Number of shares at any time prior to the date of the annual meeting;

(iii)   a copy of the Schedule 14N (or any successor form) relating to the Shareholder Nominee, completed and filed with the Securities and Exchange Commission by the Nominating Shareholder as applicable, in accordance with Securities and Exchange Commission rules;

(iv)   the written consent of each Shareholder Nominee to being named in the Corporation's proxy statement, form of proxy, and ballot as a nominee and to serving as a director if elected;

(v)   a written notice of the nomination of such Shareholder Nominee that includes the following additional information, agreements, representations, and warranties by the Nominating Shareholder (including, for the avoidance of doubt, each group member in the case of a Nominating Shareholder consisting of a group of Eligible Shareholders):  (1) the information that would be required to be set forth in a shareholder's notice of nomination pursuant to Article I, Section 2 of these Bylaws; (2) the details of any relationship that existed within the past three years and that would have been described pursuant to Item 6(e) of Schedule 14N (or any successor item) if it existed on the date of submission of the Schedule 14N; (3) a representation and warranty that the Nominating Shareholder did not acquire, and is not holding, securities of the Corporation for the purpose or with the effect of influencing or changing control of the Corporation; (4) a representation and warranty that the Nominating Shareholder has not nominated and will not nominate for election to the Board of Directors at the annual meeting any person other than such Nominating Shareholder's Shareholder Nominee(s); (5) a representation and warranty that the Nominating Shareholder has not engaged in and will not engage in a "solicitation" within the meaning of Rule 14a-1(l) under the Exchange Act (without reference to the exception in Section 14a-(l)(2)(iv)) with respect to the annual meeting, other than with respect to such Nominating Shareholder's Shareholder Nominee(s) or any nominee of the Board of Directors); (6) a representation and warranty that the Nominating Shareholder will not use any proxy card other than the Corporation's proxy card in soliciting shareholders in connection with the election of a Shareholder Nominee at the annual meeting; (7) a representation and warranty that the Shareholder Nominee's candidacy or, if elected, Board membership would not violate applicable state or federal law or the rules of any stock exchange on which the Corporation's securities are traded (the "Stock Exchange Rules"); (8) a representation and warranty that the Shareholder Nominee:  (A) does not have any direct or indirect relationship with the Corporation that will cause the Shareholder Nominee to be deemed not independent pursuant to the Corporation's Corporate Governance Guidelines and director independence standards and otherwise qualifies as independent under the Corporation's Corporate Governance Guidelines, director independence standards, and the Stock Exchange Rules; (B) meets the audit committee and compensation committee independence requirements under the Stock Exchange Rules; (C) is a "non-employee director" for the purposes of Rule 16b-3 under the Exchange Act (or any successor rule); (D) is an "outside director" for the purposes of Section 162(m) of the Internal Revenue Code (or any successor provision); (E) is not and has not been subject to any event specified in Rule 506(d)(1) of Regulation D (or any successor rule) under the Securities Act of 1933 or Item 401(f) of Regulation S-K (or any successor rule) under the Exchange Act, without reference to whether the event is material to an evaluation of the ability or integrity of the Shareholder Nominee; and (F) meets the director qualifications set forth in the Corporation's Corporate Governance Guidelines; (9) a representation and warranty that the Nominating Shareholder satisfies the eligibility requirements set forth in Section 3(c); (10) a representation and warranty that the Nominating Shareholder will continue to satisfy the eligibility requirements described in Section 3(c) through the date of the annual meeting; (11) details of any position of the Shareholder Nominee as an officer or director of any competitor (that is, any entity that produces products or provides services that compete with or are alternatives to the principal products produced or services provided by the Corporation or its affiliates) of the Corporation, within the three years preceding the submission of the Nomination Notice; (12) if desired, a statement for inclusion in the proxy statement in support of the Shareholder Nominee's election to the Board of Directors, provided that such statement shall not exceed 500 words and shall fully comply with Section 14 of the Exchange Act and the rules and regulations thereunder; and (13) in the case of a nomination by a Nominating Shareholder comprised of a group, the designation by all Eligible Shareholders in such group of one Eligible Shareholder that is authorized to act on behalf of the Nominating Shareholder with respect to matters relating to the nomination, including withdrawal of the nomination;
 
(vi)   an executed agreement pursuant to which the Nominating Shareholder (including in the case of a group, each Eligible Shareholder in that group) agrees:  (1) to comply with all applicable laws, rules, and regulations in connection with the nomination, solicitation, and election; (2) to file any written solicitation or other communication with the Corporation's shareholders relating to one or more of the Corporation's directors or director nominees or any Shareholder Nominee with the Securities and Exchange Commission, regardless of whether any such filing is required under any rule or regulation or whether any exemption from filing is available for such materials under any rule or regulation; (3) to assume all liability stemming from an action, suit, or proceeding concerning any actual or alleged legal or regulatory violation arising out of any communication by the Nominating Shareholder or the Shareholder Nominee nominated by such Nominating Shareholder with the Corporation, its shareholders, or any other person in connection with the nomination or election of directors, including, without limitation, the Nomination Notice; (4) to indemnify and hold harmless (jointly and severally with all other Eligible Shareholders, in the case of a group of Eligible Shareholders) the Corporation and each of its directors, officers, and employees individually against any liability, loss, damages, expenses, or other costs (including attorneys' fees) incurred in connection with any threatened or pending action, suit, or proceeding, whether legal, administrative, or investigative, against the Corporation or any of its directors, officers, or employees arising out of or relating to a failure or alleged failure of the Nominating Shareholder or Shareholder Nominee to comply with, or any breach or alleged breach of, its, or his or her, as applicable, obligations, agreements, or representations under this Section 3; (5) in the event that any information included in the Nomination Notice, or any other communication by the Nominating Shareholder (including with respect to any Eligible Shareholder included in a group) with the Corporation, its shareholders, or any other person in connection with the nomination or election ceases to be true and accurate in all material respects (or due to a subsequent development omits a material fact necessary to make the statements made not misleading), to promptly (and in any event within 48 hours of discovering such misstatement or omission) notify the Corporation and any other recipient of such communication of the misstatement or omission in such previously provided information and of the information that is required to correct the misstatement or omission; and (6) in the event that the Nominating Shareholder (including any Eligible Shareholder included in a group) has failed to continue to satisfy the eligibility requirements described in Section 3(c), to promptly notify the Corporation; and

(vii)   an executed agreement by the Shareholder Nominee:  (1) to provide to the Corporation such other information, including completion of the Corporation's director nominee questionnaire, as the Board of Directors or its designee, acting in good faith, may request; (2) that the Shareholder Nominee has read and agrees, if elected to serve as a member of the Board of Directors, to adhere to the Corporation's Corporate Governance Guidelines, Code of Business Conduct and Ethics for Directors, and any other Corporation policies and guidelines applicable to directors; and (3) that the Shareholder Nominee is not and will not become a party to (A) any compensatory, payment or other financial agreement, arrangement, or understanding with any person or entity in connection with such person's nomination, candidacy, service, or action as director of the Corporation that has not been fully disclosed to the Corporation prior to or concurrently with the Nominating Shareholder's submission of the Nomination Notice, (B) any agreement, arrangement, or understanding with any person or entity as to how the Shareholder Nominee would vote or act on any issue or question as a director (a "Voting Commitment") that has not been fully disclosed to the Corporation prior to or concurrently with the Nominating Shareholder's submission of the Nomination Notice, or (C) any Voting Commitment that could limit or interfere with the Shareholder Nominee's ability to comply, if elected as a director of the Corporation, with his or her fiduciary duties under applicable law.

The information and documents required by this Section 3(d) shall be (i) provided with respect to and executed by each Eligible Shareholder in the group in the case of a Nominating Shareholder comprised of a group of Eligible Shareholders; and (ii) provided with respect to the persons specified in Instructions 1 and 2 to Items 6(c) and (d) of Schedule 14N (or any successor item) (x) in the case of a Nominating Shareholder that is an entity and (y) in the case of a Nominating Shareholder that is a group that includes one or more Eligible Shareholders that are entities.  The Nomination Notice shall be deemed submitted on the date on which all of the information and documents referred to in this Section 3(d) (other than such information and documents contemplated to be provided after the date the Nomination Notice is provided) have been delivered to or, if sent by mail, received by the Corporate Secretary of the Corporation.

(e)   Exceptions .

(i)   Notwithstanding anything to the contrary contained in this Section 3, the Corporation may omit from its proxy statement any Shareholder Nominee and any information concerning such Shareholder Nominee (including a Nominating Shareholder's statement in support) and no vote on such Shareholder Nominee will occur (notwithstanding that proxies in respect of such vote may have been received by the Corporation), and the Nominating Shareholder may not, after the last day on which a Nomination Notice would be timely, cure in any way any defect preventing the nomination of the Shareholder Nominee, if:  (1) the Corporation receives a notice that a shareholder intends to nominate a candidate for director at the annual meeting pursuant to the advance notice requirements set forth in Article I, Section 2 of these Bylaws; (2) the Nominating Shareholder (or, in the case of a Nominating Shareholder consisting of a group of Eligible Shareholders, the Eligible Shareholder that is authorized to act on behalf of the Nominating Shareholder), or any qualified representative thereof, does not appear at the annual meeting to present the nomination submitted pursuant to this Section 3 or the Nominating Shareholder withdraws its nomination; (3) the Board of Directors or its designee, acting in good faith, determines that such Shareholder Nominee's nomination or election to the Board of Directors would result in the Corporation violating or failing to be in compliance with these Bylaws or the Corporation's Articles of Incorporation or any applicable law, rule, or regulation to which the Corporation is subject, including the Stock Exchange Rules; (4) the Shareholder Nominee has been, within the past three years, an officer or director of a competitor, as defined for purposes of Section 8 of the Clayton Antitrust Act of 1914, as amended; or (5) the Corporation is notified, or the Board of Directors or its designee acting in good faith determines, that a Nominating Shareholder has failed to continue to satisfy the eligibility requirements described in Section 3(c), any of the representations and warranties made in the Nomination Notice ceases to be true and accurate in all material respects (or omits a material fact necessary to make the statement made not misleading), the Shareholder Nominee becomes unwilling or unable to serve on the Board of Directors, or any material violation or breach occurs of any of the obligations, agreements, representations, or warranties of the Nominating Shareholder or the Shareholder Nominee under this Section 3.

  (ii)   Notwithstanding anything to the contrary contained in this Section 3, the Corporation may omit from its proxy statement, or may supplement or correct, any information, including all or any portion of the statement in support of the Shareholder Nominee included in the Nomination Notice, if the Board of Directors or its designee in good faith determines that:  (1) such information is not true in all material respects or omits a material statement necessary to make the statements made not misleading; (2) such information directly or indirectly impugns the character, integrity, or personal reputation of, or directly or indirectly makes charges concerning improper, illegal, or immoral conduct or associations, without factual foundation, with respect to, any individual, corporation, partnership, association, or other entity, organization, or governmental authority; (3) the inclusion of such information in the proxy statement would otherwise violate the Securities and Exchange Commission proxy rules or any other applicable law, rule, or regulation; or (4) the inclusion of such information in the proxy statement would impose a material risk of liability upon the Corporation.

The Corporation may solicit against, and include in the proxy statement its own statement relating to, any Shareholder Nominee.

4.   Special Meetings .  Special meetings of the shareholders shall be called by the Corporate Secretary or an Assistant Corporate Secretary at any time on order of the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, or the President.  Special meetings of the shareholders shall also be called by the Corporate Secretary or an Assistant Corporate Secretary upon the written request of holders of shares entitled to cast not less than ten percent of the votes at the meeting.  Such request shall state the purposes of the meeting, and shall be delivered to the Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, the President, or the Corporate Secretary.

A special meeting so requested shall be held on the date requested, but not less than thirty‑five nor more than sixty days after the date of the original request.  Written notice of each special meeting of shareholders, stating the place, day, and hour of such meeting and the business proposed to be transacted thereat, shall be given in the manner stipulated in Article I, Section 2, Paragraph 3 of these Bylaws within twenty days after receipt of the written request.

5.   Voting at Meetings .  At any meeting of the shareholders, each holder of record of stock shall be entitled to vote in person or by proxy.  The authority of proxies must be evidenced by a written document signed by the shareholder and must be delivered to the Corporate Secretary of the Corporation prior to the commencement of the meeting.

6.   Shareholder Action by Written Consent.   Subject to Section 603 of the California Corporations Code, any action which, under any provision of the California Corporations Code, may be taken at any annual or special meeting of shareholders may be taken without a meeting and without prior notice if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

Any party seeking to solicit written consent from shareholders to take corporate action must deliver a notice to the Corporate Secretary of the Corporation which requests the Board of Directors to set a record date for determining shareholders entitled to give such consent.  Such written request must set forth as to each matter the party proposes for shareholder action by written consents (a) a brief description of the matter and (b) the class and number of shares of the Corporation that are beneficially owned by the requesting party.  Within ten days of receiving the request in the proper form, the Board shall set a record date for the taking of such action by written consent in accordance with California Corporations Code Section 701 and Article IV, Section 1 of these Bylaws.  If the Board fails to set a record date within such ten-day period, the record date for determining shareholders entitled to give the written consent for the matters specified in the notice shall be the day on which the first written consent is given in accordance with California Corporations Code Section 701.

Each written consent delivered to the Corporation must set forth (a) the action sought to be taken, (b) the name and address of the shareholder as they appear on the Corporation's books, (c) the class and number of shares of the Corporation that are beneficially owned by the shareholder, (d) the name and address of the proxyholder authorized by the shareholder to give such written consent, if applicable, and (d) any material interest of the shareholder or proxyholder in the action sought to be taken.

Consents to corporate action shall be valid for a maximum of sixty days after the date of the earliest dated consent delivered to the Corporation.  Consents may be revoked by written notice (i) to the Corporation, (ii) to the shareholder or shareholders soliciting consents or soliciting revocations in opposition to action by consent proposed by the Corporation (the "Soliciting Shareholders"), or (iii) to a proxy solicitor or other agent designated by the Corporation or the Soliciting Shareholders.

Within three business days after receipt of the earliest dated consent solicited by the Soliciting Shareholders and delivered to the Corporation in the manner provided in California Corporations Code Section 603 or the determination by the Board of Directors of the Corporation that the Corporation should seek corporate action by written consent, as the case may be, the Corporate Secretary shall engage nationally recognized independent inspectors of elections for the purpose of performing a ministerial review of the validity of the consents and revocations.  The cost of retaining inspectors of election shall be borne by the Corporation.

Consents and revocations shall be delivered to the inspectors upon receipt by the Corporation, the Soliciting Shareholders or their proxy solicitors, or other designated agents.  As soon as consents and revocations are received, the inspectors shall review the consents and revocations and shall maintain a count of the number of valid and unrevoked consents.  The inspectors shall keep such count confidential and shall not reveal the count to the Corporation, the Soliciting Shareholder or their representatives, or any other entity.  As soon as practicable after the earlier of (i) sixty days after the date of the earliest dated consent delivered to the Corporation in the manner provided in California Corporations Code Section 603, or (ii) a written request therefor by the Corporation or the Soliciting Shareholders (whichever is soliciting consents), notice of which request shall be given to the party opposing the solicitation of consents, if any, which request shall state that the Corporation or Soliciting Shareholders, as the case may be, have a good faith belief that the requisite number of valid and unrevoked consents to authorize or take the action specified in the consents has been received in accordance with these Bylaws, the inspectors shall issue a preliminary report to the Corporation and the Soliciting Shareholders stating:  (a) the number of valid consents, (b) the number of valid revocations, (c) the number of valid and unrevoked consents, (d) the number of invalid consents, (e) the number of invalid revocations, and (f) whether, based on their preliminary count, the requisite number of valid and unrevoked consents has been obtained to authorize or take the action specified in the consents.

Unless the Corporation and the Soliciting Shareholders shall agree to a shorter or longer period, the Corporation and the Soliciting Shareholders shall have forty-eight hours to review the consents and revocations and to advise the inspectors and the opposing party in writing as to whether they intend to challenge the preliminary report of the inspectors.  If no written notice of an intention to challenge the preliminary report is received within forty-eight hours after the inspectors' issuance of the preliminary report, the inspectors shall issue to the Corporation and the Soliciting Shareholders their final report containing the information from the inspectors' determination with respect to whether the requisite number of valid and unrevoked consents was obtained to authorize and take the action specified in the consents.  If the Corporation or the Soliciting Shareholders issue written notice of an intention to challenge the inspectors' preliminary report within forty-eight hours after the issuance of that report, a challenge session shall be scheduled by the inspectors as promptly as practicable.  A transcript of the challenge session shall be recorded by a certified court reporter.  Following completion of the challenge session, the inspectors shall as promptly as practicable issue their final report to the Soliciting Shareholders and the Corporation, which report shall contain the information included in the preliminary report, plus all changes in the vote totals as a result of the challenge and a certification of whether the requisite number of valid and unrevoked consents was obtained to authorize or take the action specified in the consents.  A copy of the final report of the inspectors shall be included in the book in which the proceedings of meetings of shareholders are recorded.

Unless the consent of all shareholders entitled to vote have been solicited in writing, the Corporation shall give prompt notice to the shareholders in accordance with California Corporations Code Section 603 of the results of any consent solicitation or the taking of the corporate action without a meeting and by less than unanimous written consent.


Article II.
DIRECTORS.


1.   Number .  As stated in paragraph I of Article Third of this Corporation's Articles of Incorporation, the Board of Directors of this Corporation shall consist of such number of directors, not less than seven (7) nor more than thirteen (13).  The exact number of directors shall be twelve (12) until changed, within the limits specified above, by an amendment to this Bylaw duly adopted by the Board of Directors or the shareholders.

2.   Powers .  The Board of Directors shall exercise all the powers of the Corporation except those which are by law, or by the Articles of Incorporation of this Corporation, or by the Bylaws conferred upon or reserved to the shareholders.

3.   Committees .  The Board of Directors may, by resolution adopted by a majority of the authorized number of directors, designate and appoint one or more committees as the Board deems appropriate, each consisting of two or more directors, to serve at the pleasure of the Board; provided, however, that, as required by this Corporation's Articles of Incorporation, the members of the Executive Committee (should the Board of Directors designate an Executive Committee) must be appointed by the affirmative vote of two-thirds of the authorized number of directors.  Any such committee, including the Executive Committee, shall have the authority to act in the manner and to the extent provided in the resolution of the Board of Directors designating such committee and may have all the authority of the Board of Directors, except with respect to the matters set forth in California Corporations Code Section 311.

4.   Time and Place of Directors' Meetings .  Regular meetings of the Board of Directors shall be held on such days and at such times and at such locations as shall be fixed by resolution of the Board, or designated by the Chairman of the Board or, in his absence, the Vice Chairman of the Board, the Chief Executive Officer, or the President of the Corporation and contained in the notice of any such meeting.  Notice of meetings shall be delivered personally or sent by mail or telegram at least seven days in advance.

5.   Special Meetings .  The Chairman of the Board, the Vice Chairman of the Board, the Chairman of the Executive Committee, the Chief Executive Officer, the President, or any five directors may call a special meeting of the Board of Directors at any time.  Notice of the time and place of special meetings shall be given to each Director by the Corporate Secretary.  Such notice shall be delivered personally or by telephone (or other system or technology designed to record and communicate messages, including facsimile, electronic mail, or other such means) to each Director at least four hours in advance of such meeting, or sent by first‑class mail or telegram, postage prepaid, at least two days in advance of such meeting.

6.   Quorum .  A quorum for the transaction of business at any meeting of the Board of Directors or any committee thereof shall consist of one-third of the authorized number of directors or committee members, or two, whichever is larger.

7.   Action by Consent .  Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all Directors individually or collectively consent in writing to such action.  Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

8.   Meetings by Conference Telephone .  Any meeting, regular or special, of the Board of Directors or of any committee of the Board of Directors, may be held by conference telephone or similar communication equipment, provided that all Directors participating in the meeting can hear one another.

9.   Majority Voting .  In any uncontested election, nominees receiving the affirmative vote of a majority of the shares represented and voting at a duly held meeting at which a quorum is present (which shares voting affirmatively also constitute at least a majority of the required quorum) shall be elected.  In any election that is not an uncontested election, the nominees receiving the highest number of affirmative votes of the shares entitled to be voted for them, up to the number of directors to be elected by those shares, shall be elected; votes against a director and votes withheld shall have no legal effect.

For purposes of these Bylaws, "uncontested election" means an election of directors of the Corporation in which, at the expiration of the times fixed under Article I, Section 2 and Section 3 of these Bylaws requiring advance notification of director nominees, or for special meetings, at the time notice is given of the meeting at which the election is to occur, the number of nominees for election does not exceed the number of directors to be elected by the shareholders at that election.

If an incumbent director fails, in an uncontested election, to receive the vote required to be elected in accordance with this Article II, Section 9, then, unless the incumbent director has earlier resigned, the term of such incumbent director shall end on the date that is the earlier of (a) ninety (90) days after the date on which the voting results are determined pursuant to Section 707 of the California Corporations Code, or (b) the date on which the Board of Directors selects a person to fill the office held by that director in accordance with the procedures set forth in these Bylaws and Section 305 of the California Corporations Code.


Article III.
OFFICERS.


1.   Officers .  The officers of the Corporation shall be elected by the Board of Directors and include a President, a Corporate Secretary, a Treasurer, or other such officers as required by law.  The Board of Directors also may elect one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers, and other such officers as may be appropriate, including the offices described below.  Any number of offices may be held by the same person.

2.   Chairman of the Board .  The Chairman of the Board shall be a member of the Board of Directors and preside at all meetings of the shareholders, of the Directors, and of the Executive Committee in the absence of the Chairman of that Committee.  The Chairman of the Board shall have such duties and responsibilities as may be prescribed by the Board of Directors or the Bylaws.  The Chairman of the Board shall have authority to sign on behalf of the Corporation agreements and instruments of every character, and, in the absence or disability of the Chief Executive Officer, shall exercise the Chief Executive Officer's duties and responsibilities.

3.   Vice Chairman of the Board .  The Vice Chairman of the Board shall be a member of the Board of Directors and have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, or the Bylaws.  In the absence of the Chairman of the Board, the Vice Chairman of the Board shall preside at all meetings of the Board of Directors and of the shareholders; and, in the absence of the Chairman of the Executive Committee and the Chairman of the Board, the Vice Chairman of the Board shall preside at all meetings of the Executive Committee.  The Vice Chairman of the Board shall have authority to sign on behalf of the Corporation agreements and instruments of every character.

4.   Chairman of the Executive Committee .  The Chairman of the Executive Committee shall be a member of the Board of Directors and preside at all meetings of the Executive Committee.  The Chairman of the Executive Committee shall aid and assist the other officers in the performance of their duties and shall have such other duties as may be prescribed by the Board of Directors or the Bylaws.

5.   Chief Executive Officer.   The Chief Executive Officer shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, or the Bylaws.  If there be no Chairman of the Board, the Chief Executive Officer shall also exercise the duties and responsibilities of that office.  The Chief Executive Officer shall have authority to sign on behalf of the Corporation agreements and instruments of every character.  In the absence or disability of the President, the Chief Executive Officer shall exercise the President's duties and responsibilities.

6.   President .  The President shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, or the Bylaws. If there be no Chief Executive Officer, the President shall also exercise the duties and responsibilities of that office.  The President shall have authority to sign on behalf of the Corporation agreements and instruments of every character.

7.   Chief Financial Officer .  The Chief Financial Officer shall be responsible for the overall management of the financial affairs of the Corporation.  The Chief Financial Officer shall render a statement of the Corporation's financial condition and an account of all transactions whenever requested by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, or the President.

The Chief Financial Officer shall have such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.

8.   General Counsel .  The General Counsel shall be responsible for handling on behalf of the Corporation all proceedings and matters of a legal nature.  The General Counsel shall render advice and legal counsel to the Board of Directors, officers, and employees of the Corporation, as necessary to the proper conduct of the business.  The General Counsel shall keep the management of the Corporation informed of all significant developments of a legal nature affecting the interests of the Corporation.

The General Counsel shall have such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.

9.   Vice Presidents .  Each Vice President shall have such duties and responsibilities as may be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.  Each Vice President's authority to sign agreements and instruments on behalf of the Corporation shall be as prescribed by the Board of Directors.  The Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, or the President may confer a special title upon any Vice President.

10.   Corporate Secretary .  The Corporate Secretary shall attend all meetings of the Board of Directors and the Executive Committee, and all meetings of the shareholders, and the Corporate Secretary shall record the minutes of all proceedings in books to be kept for that purpose.  The Corporate Secretary shall be responsible for maintaining a proper share register and stock transfer books for all classes of shares issued by the Corporation.  The Corporate Secretary shall give, or cause to be given, all notices required either by law or the Bylaws.  The Corporate Secretary shall keep the seal of the Corporation in safe custody, and shall affix the seal of the Corporation to any instrument requiring it and shall attest the same by the Corporate Secretary's signature.

The Corporate Secretary shall have such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Bylaws.

The Assistant Corporate Secretaries shall perform such duties as may be assigned from time to time by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, or the Corporate Secretary.  In the absence or disability of the Corporate Secretary, the Corporate Secretary's duties shall be performed by an Assistant Corporate Secretary.

11.   Treasurer .  The Treasurer shall have custody of all moneys and funds of the Corporation, and shall cause to be kept full and accurate records of receipts and disbursements of the Corporation.  The Treasurer shall deposit all moneys and other valuables of the Corporation in the name and to the credit of the Corporation in such depositaries as may be designated by the Board of Directors or any employee of the Corporation designated by the Board of Directors.  The Treasurer shall disburse such funds of the Corporation as have been duly approved for disbursement.

The Treasurer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, or the Bylaws.

The Assistant Treasurers shall perform such duties as may be assigned from time to time by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, or the Treasurer.  In the absence or disability of the Treasurer, the Treasurer's duties shall be performed by an Assistant Treasurer.

12.   Controller .  The Controller shall be responsible for maintaining the accounting records of the Corporation and for preparing necessary financial reports and statements, and the Controller shall properly account for all moneys and obligations due the Corporation and all properties, assets, and liabilities of the Corporation.  The Controller shall render to the officers such periodic reports covering the result of operations of the Corporation as may be required by them or any one of them.

The Controller shall have such other duties as may from time to time be prescribed by the Board of Directors, the Chairman of the Board, the Vice Chairman of the Board, the Chief Executive Officer, the President, the Chief Financial Officer, or the Bylaws.  The Controller shall be the principal accounting officer of the Corporation, unless another individual shall be so designated by the Board of Directors.


Article IV.
MISCELLANEOUS.


1.   Record Date .  The Board of Directors may fix a time in the future as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, or entitled to receive any dividend or distribution, or allotment of rights, or to exercise rights in respect to any change, conversion, or exchange of shares.  The record date so fixed shall be not more than sixty nor less than ten days prior to the date of such meeting nor more than sixty days prior to any other action for the purposes for which it is so fixed.  When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting, or entitled to receive any dividend or distribution, or allotment of rights, or to exercise the rights, as the case may be.

2.   Certificates; Direct Registration System .  Shares of the Corporation's capital stock may be certificated or uncertificated, as provided under California law.  Any certificates that are issued shall be signed in the name of the Corporation by the Chairman of the Board, the Vice Chairman of the Board, the President, or a Vice President and by the Chief Financial Officer, an Assistant Treasurer, the Corporate Secretary, or an Assistant Secretary, certifying the number of shares and the class or series of shares owned by the shareholder.  Any or all of the signatures on the certificate may be a facsimile.  In case any officer, Transfer Agent, or Registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, Transfer Agent, or Registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if such person were an officer, Transfer Agent, or Registrar at the date of issue.  Shares of the Corporation's capital stock may also be evidenced by registration in the holder's name in uncertificated, book-entry form on the books of the Corporation in accordance with a direct registration system approved by the Securities and Exchange Commission and by the New York Stock Exchange or any securities exchange on which the stock of the Corporation may from time to time be traded.

Transfers of shares of stock of the Corporation shall be made by the Transfer Agent and Registrar on the books of the Corporation after receipt of a request with proper evidence of succession, assignment, or authority to transfer by the record holder of such stock, or by an attorney lawfully constituted in writing, and in the case of stock represented by a certificate, upon surrender of the certificate. Subject to the foregoing, the Board of Directors shall have power and authority to make such rules and regulations as it shall deem necessary or appropriate concerning the issue, transfer, and registration of shares of stock of the Corporation, and to appoint and remove Transfer Agents and Registrars of transfers.

3.   Lost Certificates .  Any person claiming a certificate of stock to be lost, stolen, mislaid, or destroyed shall make an affidavit or affirmation of that fact and verify the same in such manner as the Board of Directors may require, and shall, if the Board of Directors so requires, give the Corporation, its Transfer Agents, Registrars, and/or other agents a bond of indemnity in form approved by counsel, and in amount and with such sureties as may be satisfactory to the Corporate Secretary of the Corporation, before a new certificate (or uncertificated shares in lieu of a new certificate) may be issued of the same tenor and for the same number of shares as the one alleged to have been lost, stolen, mislaid, or destroyed.


Article V.
AMENDMENTS.


1.   Amendment by Shareholders .  Except as otherwise provided by law, these Bylaws, or any of them, may be amended or repealed or new Bylaws adopted by the affirmative vote of a majority of the outstanding shares entitled to vote at any regular or special meeting of the shareholders.

2.   Amendment by Directors .  To the extent provided by law, these Bylaws, or any of them, may be amended or repealed or new Bylaws adopted by resolution adopted by a majority of the members of the Board of Directors; provided, however, that amendments to Article II, Section 9 of these Bylaws, and any other Bylaw provision that implements a majority voting standard for director elections (excepting any amendments intended to conform those Bylaw provisions to changes in applicable laws) shall be amended by the shareholders of the Corporation as provided in Section 1 of this Article V.

EXHIBIT 10.2
 
PG&E CORPORATION
2014 LONG-TERM INCENTIVE PLAN
NON-ANNUAL RESTRICTED STOCK UNIT AWARD

PG&E CORPORATION , a California corporation, hereby grants Restricted Stock Units to the Recipient named below.  The Restricted Stock Units have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP").  The terms and conditions of the Restricted Stock Units are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the "Agreement").
Date of Grant:   February 23, 2016
Name of Recipient:   Dinyar Mistry
Recipient's Participant ID:                                                             XXXXXXXX
Number of Restricted Stock Units:                                                8,739

By accepting this award, you agree to all of the terms and conditions described in the attached Agreement. You and PG&E Corporation agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of the attached Agreement.  You are also acknowledging receipt of this award, the attached Agreement, and a copy of the prospectus describing the LTIP and the Restricted Stock Units dated March 2, 2015.
If, for any reason, you wish to not accept this award, please notify PG&E Corporation in writing within 30 calendar days of the date of this award at ATTN: LTIP Administrator at Pacific Gas and Electric Company, 245 Market Street, N2T, San Francisco, 94105.









Attachment

PG&E CORPORATION
2014 LONG-TERM INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
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 will 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 will govern. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group.
Grant of Restricted Stock Units
PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement.  The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP.
Vesting of Restricted Stock Units
As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown above on the cover sheet, will vest in accordance with the below vesting schedule (the "Normal Vesting Schedule").
4,369 on February 23, 2018
4,370 on February 23, 2019
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 will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events.
Dividends
Restricted Stock Units will accrue Dividend Equivalents in the event 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 will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstanding vested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but not later than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death or (3) "separation from service," within the meaning of Code Section 409A within 2 years following a Change in Control.
Voluntary Termination
In the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination.
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, 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 will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event.  If your death or Disability occurs following the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability.
Termination Due to Disposition of Subsidiary
If your employment is terminated (other than termination for cause, your voluntary termination) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended (the "Code"), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your Restricted Stock Units will vest and be settled in the same manner as for a "Termination other than for Cause" described above.
Change in Control
In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the "Acquiror " ), may, without your consent, either assume or continue PG&E Corporation's rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement.
If the Restricted Stock Units are neither 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 will vest immediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal Vesting Schedule, subject to the earlier settlement provisions of this Agreement.
Termination In Connection with a Change in Control
If you separate from service (other than termination for cause, your voluntary termination) in connection with a Change in Control within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest on the date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (without regard to the requirement that you be employed) subject to the earlier settlement provisions of this Agreement.
In the event of such a separation in connection with a Change in Control within two years following the Change in Control, your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume or continue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not later than sixty (60) days after) the date of such separation.  PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection with a Change in Control.
Delay
PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with 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 will be deemed to have had a "separation from service" for purposes of any Restricted Stock Units that are settled hereunder upon such separation.  To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months.
PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement.
Voting and Other Rights
You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).
No 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.

EXHIBIT 10.3
 
SEPARATION AGREEMENT


This Separation Agreement ("Agreement") is made and entered into by and between Greg Kiraly and Pacific Gas And Electric Company  ("PG&E" or "Company") (collectively the "Parties") and sets forth the terms and conditions of  Mr. Kiraly's separation from employment with PG&E. The "Effective Date" of this Agreement is defined in paragraph 18a.
1.
Resignation.   Effective the close of business on March 4, 2016  Mr. Kiraly will resign from his position as Senior Vice President, Electric Transmission and Distribution.  Mr. Kiraly shall have until February 26, 2016 to accept this Agreement by submitting a signed copy to PG&E.  Regardless of whether Mr. Kiraly accepts this Agreement, on March 4, 2016 he will be paid all salary or wages and paid time off accrued, unpaid and owed to him as of that date, he will remain entitled to any other benefits to which he is otherwise entitled under the provisions of PG&E's plans and programs, and he will receive notice of the right to continue his existing health-insurance coverage pursuant to COBRA.
The benefits set forth in paragraph 2 below are conditioned upon Mr. Kiraly's acceptance of this Agreement.
2.
Separation benefits.   Even though Mr. Kiraly is not otherwise entitled to them, in consideration of his acceptance of this Agreement, PG&E will provide to Mr. Kiraly the following separation benefits:
a.
Severance payment.   Under the terms of the 2012 PG&E Corporation Officer Severance Policy, Mr. Kiraly's severance payment amount is $586,830 (Five Hundred Eighty- Six Thousand Eight Hundred Thirty Dollars.)  After the Effective Date of this Agreement as set forth in paragraph 18.a below and the execution of Exhibit A on March 4, 2016 PG&E will make the severance payment, less applicable withholdings and deductions, to Mr. Kiraly within seven business days.
b.
Bonus.  Mr. Kiraly shall be entitled to receive a pro-rated bonus under PG&E's 2015   short-term incentive plan at the time such bonus, if any, would otherwise be paid.
c.
Stock.   Upon his final day as a PG&E employee (March 4, 2016), but conditioned on the occurrence of the Effective Date of this Agreement as set forth in paragraph 18.a below, all unvested restricted stock grants and performance share grants provided to Mr. Kiraly under PG&E Corporation's 2006 Long-Term Incentive Plan and 2014 Long-Term Incentive Plan shall continue to vest, terminate, or be cancelled in accordance with the plans applicable to those awards.
d.
Career transition services.   For a maximum period of one year following the Effective Date of this Agreement, PG&E will provide Mr. Kiraly with executive career transition services from Lee Hecht Harrison , with total payments to the firm not to exceed $12,000 (Twelve Thousand Dollars.).  Lee Hecht Harrison shall bill PG&E directly for their services to Mr. Kiraly.  Mr. Kiraly's entitlement to services under this Agreement will terminate when he becomes employed, either by another employer or through self-employment other than consulting with PG&E.
e.
Payment of COBRA premium.  In addition to the severance payment described in paragraph 2.a, PG&E will pay Mr. Kiraly the amount of $42,451. (Forty Two Thousand Four Hundred Fifty- One Dollars), which is an estimated value of his monthly COBRA premiums for the eighteen-month period commencing the first full month after March 4, 2016.
3.
Defense and indemnification in third-party claims.  PG&E and/or its affiliate or subsidiary will provide Mr. Kiraly with legal representation and indemnification protection in any legal proceeding in which he is a party or is threatened to be made a party by reason of the fact that he is or was an employee or officer of PG&E and/or its affiliate or subsidiary, in accordance with the terms of the resolution of the Board of Directors of PG&E Corporation dated December 18 1996, any subsequent PG&E policy or plan providing greater protection to Mr. Kiraly, or as otherwise required by law.
4.
Cooperation with legal proceedings.   Mr. Kiraly will, upon reasonable notice, furnish information and proper assistance to PG&E and/or its affiliate or subsidiary (including truthful testimony and document production) as may reasonably be required by them or any of them in connection with any legal, administrative or regulatory proceeding in which they or any of them is, or may become, a party, or in connection with any filing or similar obligation imposed by any taxing, administrative or regulatory authority having jurisdiction, provided, however, that PG&E and/or its affiliate or subsidiary will pay all reasonable expenses incurred by Mr. Kiraly in complying with this paragraph.
5.
Release of claims and covenant not to sue.
a.
In consideration of the separation benefits and other benefits PG&E is providing under this Agreement, Mr. Kiraly, on behalf of himself and his representatives, agents, heirs and assigns, waives, releases, discharges and promises never to assert any and all claims, liabilities or obligations of every kind and nature, whether known or unknown, suspected or unsuspected that he ever had, now has or might have as of the Effective Date against PG&E or its, predecessors, affiliates, subsidiaries, shareholders, owners, directors, officers, employees, agents, attorneys, successors, or assigns.  These released claims include, without limitation, any claims arising from or related to Mr. Kiraly's employment with PG&E, or any of its affiliates and subsidiaries, and the termination of that employment.  These released claims also specifically include, but are not limited, any claims arising under any federal, state and local statutory or common law, such as (as amended and as applicable) Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Labor Code, any other federal, state or local law governing the terms and conditions of employment or the termination of employment, and the law of contract and tort; and any claim for attorneys' fees.
b.
Mr. Kiraly acknowledges that there may exist facts or claims in addition to or different from those which are now known or believed by him to exist.  Nonetheless, this Agreement extends to all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or present, and Mr. Kiraly specifically waives all rights under Section 1542 of the California Civil Code which provides that:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
c.
With respect to the claims released in the preceding paragraphs, Mr. Kiraly will not initiate or maintain any legal or administrative action or proceeding of any kind against PG&E or its predecessors, affiliates, subsidiaries, shareholders, owners, directors, officers, employees, agents, attorneys, successors, or assigns, for the purpose of obtaining any personal relief, nor (except as otherwise required or permitted by law) assist or participate in any such proceedings, including any proceedings brought by any third parties.
d.
Mr. Kiraly agrees to reconfirm the release and covenants set forth herein by executing and returning the attached Exhibit A within 5 days after March 4, 2016.  The Company shall be under no obligation to pay any obligation to Mr. Kiraly accruing after March 4, 2016 absent his signature and return of Exhibit A to the Company, unless otherwise required by law.  In the event Mr. Kiraly should die or become legally incapacitated prior to executing and returning the attached Exhibit A, a release similar to that set forth in Exhibit A executed by his estate or legal representative will be sufficient to obligate the Company to pay all remaining obligations or benefits.
6.
Re-employment.   Mr. Kiraly will not seek any future re-employment with PG&E, or any of its subsidiaries or affiliates.  This paragraph will not, however, preclude Mr. Kiraly from accepting an offer of future employment from PG&E or any of its subsidiaries or affiliates.
7.
Non-disclosure.
a.
Mr. Kiraly will not disclose, publicize, or circulate to anyone in whole or in part, any information concerning the existence, terms, and/or conditions of this Agreement without the express written consent of PG&E's Chief Legal Officer, or as reasonably necessary to enforce the terms of this Agreement, unless otherwise required or permitted by law.  Notwithstanding the preceding sentence, Mr. Kiraly may disclose the terms and conditions of this Agreement to his family members, and any attorneys or tax advisors, if any, to whom there is a bona fide need for disclosure in order for them to render professional services to him, provided that the person first agrees to keep the information confidential and not to make any disclosure of the terms and conditions of this Agreement unless otherwise required or permitted by law.
b.
Mr. Kiraly will not use, disclose, publicize, or circulate any confidential or proprietary information concerning PG&E or its subsidiaries or affiliates, which has come to his attention during his employment with PG&E, unless doing so is expressly authorized in writing by PG&E's Chief Legal Officer, or is otherwise required or permitted by law.  Before making any legally-required or permitted disclosure, Mr. Kiraly will give PG&E notice at least ten (10) business days in advance.
8.
Non-Disparagement.  Mr. Kiraly agrees to refrain from performing any act, engaging in any conduct or course of action or making or publishing any statements, claims, allegations or assertions, which have or may reasonably have the effect of demeaning the name or business reputation of  PG&E, or any of its subsidiaries or affiliates, or any of their respective employees, officers, directors, agents or advisors in their capacities as such or which adversely affects (or may reasonably be expected adversely to affect) the best interests (economic or otherwise) of any of them.  Nothing in this paragraph 8 shall preclude Mr. Kiraly from fulfilling any legal duty he may have, including responding to any subpoena or official inquiry from any court or government agency.
9.
No unfair competition.
a.
For a period of 18 months after the Effective Date, Mr. Kiraly will not engage in any unfair competition against PG&E or any of its subsidiaries or affiliates.
b.
For a period of 18 months after the Effective Date, Mr. Kiraly will not, directly or indirectly, solicit or contact for the purpose of diverting or taking away or attempt to solicit or contact for the purpose of diverting or taking away:
(1)
any existing customer of  PG&E or its affiliates or subsidiaries;
(2)
any prospective customer of PG&E or its affiliates or subsidiaries about whom Mr. Kiraly acquired information as a result of any solicitation efforts by PG&E or its affiliates or subsidiaries, or by the prospective customer, during Mr. Kiraly's employment with PG&E;
(3)
any existing vendor of PG&E or its affiliates or subsidiaries;
(4)
any prospective vendor of PG&E or its affiliates or subsidiaries, about whom Mr. Kiraly acquired information as a result of any solicitation efforts by PG&E or its affiliates or subsidiaries, or by the prospective vendor, during Mr. Kiraly's employment with PG&E;
(5)
any existing employee, agent or consultant of PG&E or its affiliates or subsidiaries, to terminate or otherwise alter the person's or entity's employment, agency or consultant relationship with PG&E or its affiliates or subsidiaries; or
(6)
any existing employee, agent or consultant of PG&E or its affiliates or subsidiaries, to work in any capacity for or on behalf of any person, company or other business enterprise that is in competition with PG&E or its affiliates or subsidiaries.

10.
Material breach by Employee.   In the event that Mr. Kiraly breaches any material provision of this Agreement, including but not necessarily limited to paragraphs 4, 5, 6, 7, 8, and/or 9, and fails to cure such breach upon reasonable notice, PG&E will be entitled to recover any actual damages and to recalculate any future pension benefit entitlement without the additional age he received or would have received under this Agreement.  Despite any breach by Mr. Kiraly, his other duties and obligations under the Agreement, including his waivers and releases, will remain in full force and effect. In the event of a breach or threatened breach by Mr. Kiraly of any of the provisions in paragraphs 4, 5, 6, 7, 8, and/or 9, PG&E will, in addition to any other remedies provided in this Agreement, be entitled to equitable and/or injunctive relief and because the damages for such a breach or threatened breach will be difficult to determine and will not provide a full and adequate remedy, PG&E will also be entitled to specific performance by Mr. Kiraly of his obligations under paragraphs 4, 5, 6, 7, 8, and/or 9.
11.
Material breach by PG&E.   Mr. Kiraly will be entitled to recover actual damages in the event of any material breach of this Agreement by PG&E, including any unexcused late or non-payment of any amounts owed under this Agreement, or any unexcused failure to provide any other benefits specified in this Agreement.  In the event of a breach or threatened breach by PG&E of any of its material obligations to him under this Agreement, Mr. Kiraly will be entitled to seek, in addition to any other remedies provided in this Agreement, specific performance of PG&E's obligations and any other applicable equitable or injunctive relief.
12.
No admission of liability.   This Agreement is not, and will not be considered, an admission of liability or of a violation of any applicable contract, law, rule, regulation, or order of any kind.
13.
Complete agreement.   This Agreement sets forth the entire agreement between the Parties pertaining to the subject matter of  this Agreement and fully supersedes any prior or contemporaneous negotiations, representations, agreements, or understandings between the Parties with respect to any such matters, whether written or oral (including any that would have provided Mr. Kiraly with any different severance arrangements).  The Parties acknowledge that they have not relied on any promise, representation or warranty, express or implied, not contained in this Agreement.  Parole evidence will be inadmissible to show agreement by and among the Parties to any term or condition contrary to or in addition to the terms and conditions contained in this Agreement.
14.
Severability.   If any provision of this Agreement is determined to be invalid, void, or unenforceable, the remaining provisions will remain in full force and effect.
15.
Arbitration.   With the exception of any request for specific performance, injunctive or other equitable relief, any dispute or controversy of any kind arising out of or related to this Agreement, Mr. Kiraly's employment with PG&E, the separation of Mr. Kiraly from that employment and from his position as an officer and/or director of PG&E or any subsidiary or affiliate, or any claims for benefits, will be resolved exclusively by final and binding arbitration using a three-member arbitration panel in accordance with the Commercial Arbitration Rules of the American Arbitration Association currently in effect, provided, however, that in rendering their award, the arbitrators will be limited to those legal rights and remedies provided by law.  The only claims not covered by this paragraph are any non-waivable claims for benefits under workers' compensation or unemployment insurance laws, which will be resolved under those laws.  Any arbitration pursuant to this paragraph will take place in San Francisco, California.  The Parties may be represented by legal counsel at the arbitration but must bear their own fees for such representation in the first instance.  The prevailing party in any dispute or controversy covered by this paragraph, or with respect to any request for specific performance, injunctive or other equitable relief, will be entitled to recover, in addition to any other available remedies specified in this Agreement, all litigation expenses and costs, including any arbitrator, administrative or filing fees and reasonable attorneys' fees, except as prohibited or limited by law.  The Parties specifically waive any right to a jury trial on any dispute or controversy covered by this paragraph.  Judgment may be entered on the arbitrators' award in any court of competent jurisdiction.  Subject to the arbitration provisions of this paragraph, the sole jurisdiction and venue for any action related to the subject matter of this Agreement will be the California state and federal courts having within their jurisdiction the location of PG&E's principal place of business in California at the time of such action, and both Parties thereby consent to the jurisdiction of such courts for any such action.
16.
Governing law.   This Agreement will be governed by and construed under the laws of the United States and, to the extent not preempted by such laws, by the laws of the State of California, without regard to their conflicts of laws provisions.
17.
No waiver.   The failure of either Party to exercise or enforce, at any time, or for any period of time, any of the provisions of this Agreement will not be construed as a waiver of that provision, or any portion of that provision, and will in no way affect that party's right to exercise or enforce such provisions.  No waiver or default of any provision of this Agreement will be deemed to be a waiver of any succeeding breach of the same or any other provisions of this Agreement.
18.
Acceptance of Agreement.
a.
Mr. Kiraly was provided more than 21 days to consider and accept the terms of this Agreement and was advised to consult with an attorney about the Agreement before signing it.  The provisions of the Agreement are, however, not subject to negotiation.  After signing the Agreement, Mr. Kiraly will have an additional seven (7) days in which to revoke in writing acceptance of this Agreement.  To revoke, Mr. Kiraly will submit a signed statement to that effect to PG&E's Chief Legal Officer before the close of business on the seventh day.  If Mr. Kiraly does not submit a timely revocation, the Effective Date of this Agreement will be the eighth day after he has signed it.
b.
Mr. Kiraly acknowledges reading and understanding the contents of this Agreement, being afforded the opportunity to review carefully this Agreement with an attorney of his choice, not relying on any oral or written representation not contained in this Agreement, signing this Agreement knowingly and voluntarily, and, after the Effective Date of this Agreement, being bound by all of its provisions.
   
PACIFIC GAS AND ELECTRIC COMPANY
Dated:
2/18/16
By:  JOHN R. SIMON
   
Title: EVP
     
   
GREG KIRALY
Dated:
2/12/16
GREG KIRALY
     


EXHIBIT A

EMPLOYMENT TERMINATION CERTIFICATE

I entered into a SEPARATION AGREEMENT (" Separation Agreement ")   with Pacific Gas And Electric Company ("PG&E") dated February 12, 2016. I hereby acknowledge that:

(1)   A blank copy of this Employment Termination Certificate was attached as Exhibit A to the Separation Agreement when PG&E gave it to me for review.  I have been given sufficient and reasonable time to consider signing this Certificate.  I have been advised of my right to discuss the Separation Agreement and this Certificate with an attorney before executing either document.

(2)   The benefits payable under paragraph 2(a)-(e) of the Separation Agreement are only payable to me if I sign this Certificate after the Date of Resignation as defined in the Separation Agreement as March 4, 2016.

(3)   I executed the Separation Agreement prior to my last day of employment. In exchange for the remaining benefits provided for in paragraph 2(a)-(e) of the Separation Agreement, I hereby agree that this Certificate will be a part of my Separation Agreement such that the release of claims and the covenants that I provided under paragraph 5 of the Separation Agreement will, by my signature below, extend to and cover any other claims that arose after the Effective Date, up to and including the Date of Resignation and the date this Certificate is signed, provided, however, by signing the Employment Termination Certificate I am not releasing any claim I have to receive any and all benefits otherwise due to me under the terms of the Separation Agreement, or otherwise required by law. 

(4)   Nothing in this Certificate alters, diminishes, or mitigates the scope and breadth of the releases and covenants that I previously provided to PG&E under the Separation Agreement, which shall remain in full force and effect regardless of whether I sign this Certificate. 

(5)   By signing below, I hereby extend the release of claims and the covenants that I provided to PG&E and other released parties under the Separation Agreement to cover any other claims (as more fully described in paragraph 5 of the Separation Agreement) that arose or may have arisen at any time after the Effective Date, up to and including the Date of Resignation and the date this Certificate is signed.  I knowingly and voluntarily waive any and all rights or benefits which I may have had, may now have or in the future may have under the terms of Section 1542 of the California Civil Code, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
I understand that section 1542 gives me the right not to release existing claims of which I am not now aware, but I expressly and voluntarily choose to waive my rights under California Civil Code Section 1542, as well as under any other federal or state statute or common law principles of similar effect .

I UNDERSTAND THAT I HAVE A RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING AND TO HAVE THE TERMS OF THIS CERTIFICATE FULLY EXPLAINED TO ME PRIOR TO SIGNING, AND THAT I AM GIVING UP ANY LEGAL CLAIMS I HAVE AGAINST THE PARTIES RELEASED IN THE SEPARATION AGREEMENT BY SIGNING THIS CERTIFICATE. I AM SIGNING THIS CERTIFICATE KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE SEPARATION AGREEMENT.

GREG KIRALY
_____________________________
Greg Kiraly

 
2/26/16
Date: _________________________



EXHIBIT 10.4
AMENDMENT
TO THE
POSTRETIREMENT LIFE INSURANCE PLAN OF
THE PACIFIC GAS AND ELECTRIC COMPANY

A. Adoption and effective date of amendment.  This Amendment to the Postretirement Life Insurance Plan of the Pacific Gas and Electric Company (the "Plan") is adopted by the Board of Directors of the Pacific Gas and Electric Company to restate and update the Plan's governance structure.  This Amendment shall be effective as of February 16, 2016.

B. Supersession of inconsistent provisions.  This Amendment shall supersede the provisions of the Plan to the extent those provisions are inconsistent with the provisions of this Amendment.

C. The Preamble to the Plan is restated to read as follows:

This is the controlling and definitive statement of the Pacific Gas and Electric Company Postretirement Life Insurance Plan ("PLAN").  The PLAN is for the benefit of all eligible employees of Pacific Gas and Electric Company ("COMPANY") and the EMPLOYERS.  The PLAN was first adopted in substantially its current form by the BOARD OF DIRECTORS in 1978 and has since been amended from time to time.  Except as expressly stated by any amendment to this PLAN, benefits of eligible employees who retire, terminate from employment, or cease to be an eligible employee prior to the effective date of any amendment shall not be affected by any such amendment.

D. Section 1.02 of the Plan is amended to read as follows:

1.02 Bargaining Unit Employee shall mean an employee of the COMPANY or of an EMPLOYER, and who is a member of a collective bargaining unit.

E.   Section 1.03 of the Plan is amended to read as follows:

1.03 Beneficiary shall mean the individual or individuals or intervivos trust or trusts that an eligible employee designates to receive benefits under Section 3.02.  Such designation must be made on a form provided by, and filed with, the PLAN ADMINISTRATOR.

F.   A new Section 1.03A of the Plan is added to read as follows:

1.03A Benefits shall mean the Benefits Department of the COMPANY, 1850 Gateway Boulevard, 7th Floor, Concord, CA 94250.

G. A new Section 1.04A of the Plan is added to read as follows:

1.04A Claim Administrator shall mean an entity which regularly engages in the business of providing claims administration, adjustment and payment and claim review services to employee welfare benefit plans, including an insurer.  The Claim Administrator for the PLAN is listed in the most recent SUMMARY PLAN DESCRIPTION as modified by subsequent SUMMARIES OF MATERIAL MODIFICATIONS.

H. A new Section 1.04B of the Plan is added to read as follows:

1.04B Code shall mean the Internal Revenue Code of 1986, as amended.

I. A new Section 1.06A of the Plan is added to read as follows:

1.06A Employee Benefit Appeals Committee shall mean the committee consisting of the senior officer for Human Resources of the COMPANY (or his or her delegate), the General Counsel of the COMPANY (or his or her delegate) and one other employee or officer of the COMPANY selected by the aforedesignated persons.  If there is no senior officer for Human Resources of the COMPANY, then a senior vice president of PG&E Corporation (or, if such role is vacant, the equivalent position at the COMPANY) will instead be a member of the Employee Benefit Appeals Committee.  Action of the Employee Benefit Appeals Committee shall be by vote of a majority of the members of the Employee Benefit Appeals Committee (whether telephonic, in person or some other form), or in writing without a meeting, and effectively evidenced by the signature of any member who is so authorized by the Employee Benefit Appeals Committee.

J. A new Section 1.06B of the Plan is added to read as follows:

1.06B Employee Benefit Committee shall mean the Employee Benefit Committee, as referred to in Section 3.02C.

K. A new Section 1.06C is added to read as follows:

1.06C Employer shall mean the COMPANY, PG&E Corporation, PG&E Corporation Support Services, Inc., PG&E Corporation Support Services II, Inc., and any other company or association designated pursuant to Section 3.02B(a)(2).

L. A new Section 1.06D is added to read as follows:

1.06D ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended.

M. Section 1.07 of the Plan is amended to read as follows:

1.07 Group Life Insurance Plan shall mean the Pacific Gas and Electric Company Group Life Insurance Plan, restated June 1, 2013, as amended from time to time.

N. Section 1.08 of the Plan is amended to read as follows:

1.08 Management Employee shall mean an employee of the COMPANY or of an EMPLOYER who is employed in a monthly paid position, but who is not in a collective bargaining unit.

O. Section 1.11 of the Plan is amended to read as follows:

1.11 Plan Administrator shall mean the EMPLOYEE BENEFIT COMMITTEE, 1850 Gateway Blvd., Room 7025, Concord, CA, 94520.
.
P. A new Section 1.11A of the Plan is added to read as follows:

1.11A Retirement Plan shall mean The Pacific Gas and Electric Company Retirement Plan, restated January 1, 2014, as amended from time to time.

Q. Section 1.12 of the Plan is amended to read as follows:

1.12 Service shall mean the "credited service" as that term is defined in the RETIREMENT PLAN or, if the Compensation Committee of the Board of Directors of PG&E Corporation has granted an adjusted service date for an eligible employee, "credited service" as calculated from such adjusted service date.  Additionally, for purposes of this PLAN, Service shall include service with any EMPLOYER.

R. A new Section 1.12A is added to read as follows:

1.12A Summary of Material Modification shall mean a notice of amendment or change required by ERISA, when the PLAN has been amended or when other information is required to appear in the PLAN's SUMMARY PLAN DESCRIPTION.

S.   A new Section 1.12B is added to read as follows:

1.12B Summary Plan Description shall mean the most recent "Summary of Benefits Handbook for Retirees and Surviving Dependents," as modified by subsequent Summaries of Material Modifications.

T.   A new Section 1.12C is added to read as follows:

1.12C Trusts shall mean the trusts that may be established to fund certain benefits under the PLAN.

U. A new Section 1.12D is added to read as follows:

1.12D Trustee shall mean such bank or trust company selected by the EMPLOYEE BENEFIT COMMITTEE which agrees to act as trustee or successor trustee pursuant to the TRUST AGREEMENT.

V. A new Section 1.12E is added to read as follows:

1.12E Trust Agreement shall mean a written agreement among the COMPANY, the EMPLOYEE BENEFIT COMMITTEE and the TRUSTEE governing the provision of trustee services to the PLAN.

W.   Section 1.13 is amended to read as follows:

1.13 Weekly-Paid Non-Bargaining Unit Employee shall mean an employee of the COMPANY or an EMPLOYER, but who is paid on a weekly basis and is not a member of a collective bargaining unit.

X.   Section 2.02 of the Plan is amended to read as follows:

2.02 Terminated Employees .  Anything the PLAN to the contrary notwithstanding, an employee whose employment with the COMPANY or an EMPLOYER terminates prior to attaining "Normal Retirement Date" or "Early Retirement Date," as those terms are defined under the RETIREMENT PLAN, shall not be an eligible employee entitled to benefits under the PLAN.

Y.   Section 3.02 of the Plan is amended to read as follows:

3.02 Designation of Beneficiary .  An eligible employee who has elected a form of benefit providing for the payment of life insurance proceeds upon his death shall designate a BENEFICIARY, or change such BENEFICIARY, by filling out a form provided by, and filed with, the PLAN ADMINISTRATOR for this purpose.  The designation of a BENEFICIARY becomes effective only when received by the PLAN ADMINISTRATOR.  If there is no designation of a BENEFICIARY on file with the PLAN ADMINISTRATOR, the BENEFICIARY shall be in accordance with the eligible employee's designation of a beneficiary for the purposes of the GROUP LIFE INSURANCE PLAN.  If the designated BENEFICIARY is not living at the time of the eligible employee's death, the PLAN ADMINISTRATOR shall determine the individual, individuals, or estate entitled to receive benefits by application of the procedures set out in the GROUP LIFE INSURANCE PLAN.

Z.   A new Section 3.02A of the Plan is added to read as follows:

3.02A Funding and Expenses.

(a) Costs of Benefits .  The cost of benefits under the PLAN may be funded by EMPLOYER contributions (from the general assets or by payment through one or more TRUSTS).  Each EMPLOYER is responsible for making contributions to the PLAN on behalf of its eligible employees, or for reimbursing the COMPANY for the cost of such contributions, as provided in Section 3.02B(a)(3), as determined by the [PLAN ADMINISTRATOR] in its sole discretion.  In the event an EMPLOYER fails to make its allocable share of any contribution, and the COMPANY does not exercise its discretion to make the contribution on such EMPLOYER's behalf, participation in the PLAN of the eligible employees of such EMPLOYER will be suspended to the extent permitted under applicable law.  If, at some future date, the EMPLOYER makes all past-due contributions, the participation of its eligible employees will be recognized for the period of suspension.

(b) Use of Trusts .  The Company may, but is not required to, establish one or more TRUSTS for the payment of benefits under the PLAN.

(c) Liability for Benefit Costs Under Insurance Agreements .  If a benefit under the PLAN is insured under an agreement with an insurance company, then the EMPLOYERS assume no liability or responsibility therefor.  Any person having a right or claim shall look solely to the insurance company that is obliged to provide such benefits.

(d) Plan Expenses .  The expenses incurred in administering the PLAN shall be borne by the EMPLOYERS or by the TRUSTS used to fund the benefits under the PLAN.  The EMPLOYERS' liability for the expenses of PLAN administration, to the extent applicable, may be equitably apportioned among the EMPLOYERS, as determined by the EMPLOYEE BENEFIT COMMITTEE (solely in a settlor capacity) in its sole discretion.  Such permissible expenses that may be borne by the TRUSTS shall, to the extent consistent with ERISA, include any expenses incident to the functioning of the PLAN ADMINISTRATOR or any department of the EMPLOYERS, including, but not limited to, fees for accountants, actuaries, counsel, investment managers and other specialists and their agents and other costs of administering the PLAN.  The EMPLOYERS may seek reimbursement from the TRUSTS, if any, for expenses of administering this PLAN, to the extent applicable and permitted by the CODE and ERISA.  A refund, rebate, performance guarantee penalty or similar item related to the operation of the PLAN may be paid directly to the COMPANY's operating general assets or to the TRUSTS as designated by the PLAN ADMINISTRATOR in its sole discretion as permitted under ERISA or the CODE.  The expenses of a CLAIM ADMINISTRATOR shall be borne by the CLAIM ADMINISTRATOR, the COMPANY or the TRUSTS, as provided in the applicable agreement with the CLAIM ADMINISTRATOR, as permitted under the CODE or ERISA.

AA.   A new Section 3.02B of the Plan is added to read as follows:

3.02B Company's Settlor Powers .

(a) Company Powers .  The COMPANY, acting through its BOARD OF DIRECTORS or any duly authorized committee of the BOARD OF DIRECTORS, or the Board of Directors (or any committee thereof) of PG&E Corporation, shall have the following powers:

(1) Amend or Terminate the Plan .  The power to amend or terminate the PLAN.

(2) Designation and Removal of Employers .  The power to designate and remove the EMPLOYERS whose eligible employees may participate in the PLAN.

(3) Contribution to the Plan .  The power to contribute to the PLAN, or as applicable, TRUSTS, such amount of contributions as the COMPANY shall determine in its sole discretion.

(b) Discretionary Delegation of Settlor Powers .  The COMPANY, acting through its BOARD OF DIRECTORS or any duly authorized committee of the BOARD OF DIRECTORS, or the Board of Directors (or any committee thereof) of PG&E Corporation, may delegate any of its powers described in Section 3.02B(a), including, but not limited to, to the BOARD OF DIRECTORS, or any committee thereof, of the COMPANY, to the Board of Directors, or any committee thereof, of PG&E Corporation, or to an officer of either the COMPANY or PG&E Corporation.  Any use of such powers by a delegate of the BOARD OF DIRECTORS of the COMPANY or the Board of Directors of PG&E Corporation, as the case may be, shall have the same force and effect as if utilized by the BOARD OF DIRECTORS of the COMPANY or the Board of Directors of PG&E Corporation, as the case may be, and shall be considered a settlor and non-fiduciary activity by the delegate.

(c) Delegation of Settlor Authority to the Employee Benefit Committee .  The EMPLOYEE BENEFIT COMMITTEE, in a settlor capacity, is authorized to adopt amendments that, as determined by the EMPLOYEE BENEFIT COMMITTEE in its sole discretion, are:

(1) Required by Law .  Required to comply with applicable law; or

(2) Amendments Not Materially Impacting Plan Benefits, Rights or Features or Benefit Structures .  Amendments that improve the operation of the PLAN but that do not affect the governance structure of the PLAN and do not have a material effect on PLAN benefits, rights or features.

(d) Prohibited Amendments .  Notwithstanding the foregoing, no amendment shall:

(1) Authorize or permit any part of the TRUST (other than such part as is required to pay taxes and PLAN expenses consistent with applicable law) to be used for or diverted other than for the exclusive benefit of the eligible employees or their BENEFICIARIES prior to the satisfaction of all liabilities with respect to the eligible employees or their BENEFICIARIES;

(2) Diminish any benefits arising from incurred but unpaid claims for benefits of eligible employees prior to the effective date of such amendment; or

(3) Cause or permit any portion of the TRUST to revert to or become the property of any EMPLOYER except to the extent permitted under applicable law.

BB. A new Section 3.02C of the Plan is added to read as follows:

3.02C Employee Benefit Committee .

(a) Composition of the Employee Benefit Committee .  The Chief Financial Officer of PG&E Corporation, the General Counsel of PG&E Corporation and the Executive Vice President, Corporate Services and Human Resources, of PG&E Corporation shall be members of the EMPLOYEE BENEFIT COMMITTEE and shall designate two additional members of the EMPLOYEE BENEFIT COMMITTEE who shall be officers or employees of the PG&E Corporation or its subsidiaries.  If there is no Executive Vice President, Corporate Services and Human Resources of PG&E Corporation, then the senior most human resources officer of the COMPANY (or, if such role is vacant, the equivalent position at PG&E Corporation) will instead be a member of the EMPLOYEE BENEFIT COMMITTEE.  The EMPLOYEE BENEFIT COMMITTEE shall designate one of its members to serve as its Chairman.

(b) Quorum .  A quorum of the EMPLOYEE BENEFIT COMMITTEE shall consist of three members.

(c) Action by the Employee Benefit Committee .  Action of the EMPLOYEE BENEFIT COMMITTEE shall be by vote of a majority of the members of the EMPLOYEE BENEFIT COMMITTEE present at a meeting, or in writing without a meeting and evidenced by the signature of the Chairman of the EMPLOYEE BENEFIT COMMITTEE or any member who is so authorized by the EMPLOYEE BENEFIT COMMITTEE or its Chairman.

CC. Section 3.03 of the Plan is amended to read as follows:

3.03 Plan Administration .

(a) Plan Administrator and Named Fiduciary .  The EMPLOYEE BENEFIT COMMITTEE serves as the PLAN ADMINISTRATOR.  The PLAN ADMINISTRATOR is the "named fiduciary," within the meaning of Section 402(a)(2) of ERISA, of the PLAN, but only with respect to its duties and powers as PLAN ADMINISTRATOR.  For purposes of clarity, the EMPLOYEE BENEFIT COMMITTEE is not a fiduciary for any other purpose, including, but not limited to, the duties and powers allocated to others, as provided in Section 3.03(f) and 3.03(g), below.

(b) Plan Administrator Duties and Powers .  To the extent not the responsibility of a CLAIM ADMINISTRATOR or some other entity, the PLAN ADMINISTRATOR shall have the discretionary authority with respect to all duties necessary or powers desirable to administer the PLAN, including, but not limited to, the following:

(1) To interpret all provisions of the PLAN and to establish reasonable rules and procedures to facilitate the administration of the PLAN;

(2) To communicate the terms of the PLAN to eligible employees and BENEFICIARIES;

(3) To prescribe procedures and related forms (which may be electronic in nature) to be followed by eligible employees and BENEFICIARIES filing claims for benefits under the PLAN;

(4) To receive from eligible employees and BENEFICIARIES such information as shall be necessary for the proper administration of the PLAN;

(5) To keep records related to the PLAN, including records related to claims for benefits filed and paid under the PLAN, and any other information required by the CODE and ERISA;

(6) To enter into appropriate agreements with, appoint, discharge and periodically monitor the performance of third party administrators, insurers, service providers, investment managers, consultants, accountants, attorneys and other agents in the administration of the PLAN;

(7) To prepare and file any reports or returns with respect to the PLAN required by the CODE and ERISA;

(8) To correct errors and make equitable adjustments for mistakes made in the administration of the PLAN, including, but not limited to, for mistakes made in the payment or nonpayment of benefits under the PLAN, specifically, and without limitation, to recover erroneous overpayments made by the PLAN to an eligible employee or BENEFICIARY, in whatever manner the PLAN ADMINISTRATOR deems appropriate, including suspensions or recoupment of, or offsets against, future payments, including benefit payments or wages, due that eligible employee or BENEFICIARY;

(9) To issue rules and regulations necessary for the proper conduct and administration of the PLAN and to change, alter or amend such rules and regulations;

(10) To determine all questions arising in the administration of the PLAN, to the extent the determination is not the responsibility of a third party administrator, insurer or some other entity;

(11) To propose and accept settlements and offsets of claims, overpayments and other disputes involving claims for benefits under the PLAN;

(12) To direct the TRUSTEE to pay benefits and PLAN expenses chargeable to the PLAN;

(13) To determine and charge to each EMPLOYER its share of the EMPLOYER contributions made by the COMPANY;

(14) To determine and enforce any limits on benefit elections hereunder;

(15) To compute the amount and kind of benefits payable to eligible employees and BENEFICIARIES, to the extent such determination is not the responsibility of a third party administrator, insurer or some other entity; and

(16) Such other duties or powers provided in the PLAN or necessary to administer the PLAN.

(c) Allocation and Delegation of Duties and Powers .  The PLAN ADMINISTRATOR shall have the authority to:

(1) Allocation of Duties and Powers .  Allocate, from time-to-time, by a written instrument filed in its records, all or any part of its duties and powers under the PLAN to one or more of its members, including a subcommittee, as may be deemed advisable, and in the same manner to revoke such allocation of duties and powers.  In the exercise of such allocated duties and powers, any action of the member or subcommittee to whom duties and powers are allocated shall have the same force and effect for all purposes hereunder as if such action had been taken by the PLAN ADMINISTRATOR and shall be afforded the same deference and arbitrary and capricious level of review afforded to the PLAN ADMINISTRATOR.  The PLAN ADMINISTRATOR shall not be liable for any acts or omissions of such member or subcommittee.  The member or subcommittee to whom duties and powers have been allocated shall periodically report to the PLAN ADMINISTRATOR concerning the discharge of the allocated duties and powers.

(2) Delegation of Duties and Powers .  Delegate, from time-to-time, by a written instrument filed in its records, all or any part of its duties and powers under the PLAN to such person or persons, as the PLAN ADMINISTRATOR may deem advisable (and may authorize such person to delegate such duties and powers to such other person or persons as the PLAN ADMINISTRATOR shall authorize) and in the same manner to revoke any such delegation of duties and powers.  Any action of the delegate in the exercise of such delegated duties and powers shall have the same force and effect for all purposes hereunder as if such action had been taken by the PLAN ADMINISTRATOR and shall be afforded the same deference and arbitrary and capricious level of review afforded to the PLAN ADMINISTRATOR.  The PLAN ADMINISTRATOR shall not be liable for any acts or omissions of any such delegate.  The delegate shall periodically report to the PLAN ADMINISTRATOR concerning the discharge of the delegated duties and powers.

(3) Deemed Delegation of Duties and Powers .  The PLAN ADMINISTRATOR shall be deemed to have delegated its duties and powers for determining benefits, eligibility for benefits and/or other PLAN operations to a third party administrator, insurer or other person where such person has been appointed by the PLAN ADMINISTRATOR or its delegate to make such determinations.  In such case, such other person shall have the duties and powers as the PLAN ADMINISTRATOR as set forth in this PLAN document.  Any action of the delegate in the exercise of such delegated duties and powers shall have the same force and effect for all purposes hereunder as if such action had been taken by the PLAN ADMINISTRATOR and shall be afforded the same deference and arbitrary and capricious level of review afforded to the PLAN ADMINISTRATOR.

(d) Claim Administrators .  Each CLAIM ADMINISTRATOR is a "named fiduciary," within the meaning of Section 402(a)(2) of ERISA, of the Plan, but only with respect to its duties and powers as CLAIM ADMINISTRATOR.  For purposes of clarity, a CLAIM ADMINISTRATOR is not a fiduciary for any other purpose, including, but not limited to, the duties allocated to others, as provided in Section 3.03(b) and Section 3.03(g).  The PLAN ADMINISTRATOR shall have no responsibility for reviewing claims for benefits that are required by the terms of the applicable agreement to be processed by the CLAIM ADMINISTRATOR.

(e) Claim Administrator Duties and Powers .  A CLAIM ADMINISTRATOR shall have all duties and powers necessary or desirable to handle the day-to-day administration of benefits under the PLAN, which would include the discretionary authority to interpret and decide all matters of fact in granting or denying benefits under the PLAN.  The CLAIM ADMINISTRATOR's interpretations and decisions shall be final and conclusive on all persons claiming benefits under the PLAN.  For purposes of clarity, if a benefit is provided through an insurance contract, any claim that is required by the terms of the insurance contract to be processed by an insurance company shall be made in writing to the insurance company.

(f) Named Fiduciary for Initial Claims and Appeals Relating to Benefit Determinations and Initial Claims Relating to Eligibility Determinations under Section 3.04 .  The CLAIM ADMINISTRATOR is the "named fiduciary," within the meaning of Section 402(a)(2) of ERISA, for purposes of exercising its discretionary authority in deciding initial claims and appeals of claims not related to questions of length of SERVICE, status or membership in the PLAN, as described in Section 3.04.  For purposes of clarity, the CLAIM ADMINISTRATOR is not a fiduciary for any other purpose.

(g) Named Fiduciary for Appeals of Eligibility Determinations under Section 3.04 .  The EMPLOYEE BENEFIT APPEALS COMMITTEE is the "named fiduciary," within the meaning of Section 402(a)(2) of ERISA, for purposes of exercising its discretionary authority in determining appeals of claims for benefits under the PLAN involving questions of length of SERVICE, status or membership in the PLAN.  For purposes of clarity, the EMPLOYEE BENEFIT APPEALS COMMITTEE is not a fiduciary for any other purpose.

(h)   Indemnification and Exculpation .

(1) Scope .  The PLAN shall indemnify and exculpate any current and former director, officer and employee of the COMPANY, as well as current and former members of the EMPLOYEE BENEFIT COMMITTEE, EMPLOYEE BENEFIT APPEALS COMMITTEE and BENEFITS ("COVERED PERSONS") against any and all claims of liability and investigations brought against the COVERED PERSON arising in connection with the exercise of the COVERED PERSON's duties and powers to the PLAN, including all expenses (including reasonable attorneys' fees) reasonably incurred in the COVERED PERSON's defense of the claims of liability or investigations, unless (i) the COVERED PERSON has committed gross negligence, fraud or breach of fiduciary duty under ERISA with respect to the claims of liability or investigations, as determined in a non-appealable judgment of a court of competent jurisdiction or as set forth in a legal opinion issued by independent counsel to the EMPLOYEE BENEFIT COMMITTEE or (ii) indemnification or exculpation would violate applicable law.

(2) Advancement of Expenses .  The PLAN may advance all expenses (including reasonable attorneys' fees) reasonably incurred by a COVERED PERSON in the defense against claims of liability or investigations brought against the COVERED PERSON arising in connection with the exercise of the COVERED PERSON's duties and powers to the PLAN; provided that, the EMPLOYERS shall have the right, but not the obligation, to conduct the defense of such COVERED PERSON.  Any advance to a COVERED PERSON must be conditioned upon delivery to the PLAN (or if the expenses are advanced by an EMPLOYER, then to such EMPLOYER) of an undertaking by, or on behalf of, the COVERED PERSON to repay all such amounts to the PLAN (or if the expenses are advanced by an EMPLOYER, then to such EMPLOYER) if it is ultimately determined that the COVERED PERSON is not entitled to indemnification and exculpation in accordance with Section 3.03(h)(1).

(3) Certain Claims of Liability .  Provided that the COVERED PERSON is otherwise entitled to be indemnified and exculpated in accordance with Section 3.03(h)(1), the PLAN may only indemnify the COVERED PERSON for reasonably incurred legal expenses (including reasonable attorneys' fees) in respect of claims of liability brought by the PLAN, the TRUSTEE or an EMPLOYER against the COVERED PERSON to the maximum extent permitted by law.  Notwithstanding Section 3.03(h)(2), the PLAN may not advance any expenses to the COVERED PERSON in respect of claims of liability brought by the PLAN or brought by the TRUSTEE against the COVERED PERSON.  For purposes hereof, claims of liability "brought by the PLAN" means those claims initiated by the EMPLOYEE BENEFIT COMMITTEE.

(4) Source of Indemnification and Exculpation .  The EMPLOYERS, in their sole discretion, may indemnify, exculpate and advance the expenses (including reasonable attorneys' fees) of COVERED PERSONS, as provided in this Section 3.03(h).  The EMPLOYERS may satisfy these obligations through the purchase of a policy or policies of insurance providing equivalent protection, which shall be considered primary to any funds that may be provided by the EMPLOYERS or the PLAN to the extent that an insurance company grants coverage with respect to any claim or investigation subject to the scope set forth in Section 3.03(h)(1).  The EMPLOYERS' liability for the expenses of COVERED PERSONS, to the extent applicable, may be equitably apportioned among the EMPLOYERS, including any EMPLOYER that subsequently ceases to be an EMPLOYER, as determined by the PG&E Corporation Board of Directors, or any of its committees, in its sole discretion.

DD. Section 3.04 of is amended to read as follows:

3.04 Claims and Appeals Procedure .

(a) Compliance with Regulations.   It is intended that the claims procedure of this PLAN be administered in accordance with the claims procedure regulations of the U.S. Department of Labor set forth in 29 C.F.R. Section 2560.503-1.

(b)        Initial Claims .

(1) Submission of Initial Claims Relating to the Payment of Plan Benefits .  Claims for benefits under the PLAN made by an eligible employee, BENEFICIARY or other person covered or claiming they are entitled to benefits from the PLAN ("CLAIMANT") (or by an authorized representative of any CLAIMANT) must be submitted in writing to the CLAIM ADMINISTRATOR.

(2) Submission of Initial Claims Relating to Eligibility .  Claims relating to length of SERVICE, status or membership in the PLAN made by a CLAIMANT (or by an authorized representative of such CLAIMANT) must be submitted in writing to the CLAIM ADMINISTRATOR.

(3) Authorized Representative .  The PLAN ADMINISTRATOR may establish and enforce reasonable procedures for determining whether any individual or entity has been authorized to act on behalf of a CLAIMANT.

(4) Processing of Approved Claims .  Approved claims will be processed and, if applicable, the PLAN ADMINISTRATOR will issue instructions for the provision of benefits as approved.

(5) Notification of Denied Claims .  If a claim is denied in whole or in part by the CLAIM ADMINISTRATOR in its discretion, the CLAIM ADMINISTRATOR shall notify the CLAIMANT of the decision by written or electronic notice, in a manner calculated to be understood by the CLAIMANT.  The notice shall set forth:

a) The specific reasons for the denial of the claim;

b) A reference to specific provisions of the PLAN on which the denial is based;

c) A description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary; and

d) An explanation of the PLAN's claims review procedure for the denied or partially denied claim and any applicable time limits, and a statement that the CLAIMANT has a right to bring a civil action under Section 502(a) of ERISA following an adverse benefit determination on review.

Such notification shall be given within 90 days after the claim is received by the CLAIM ADMINISTRATOR (or within 180 days, if special circumstances require an extension of time for processing the claim, and provided that written notice of such extension and circumstances and the date a decision is expected is given to the CLAIMANT within the initial 90-day period).  A claim is considered approved only if its approval is communicated in writing to a CLAIMANT.

(c)        Appeals of Denied Claims .

(1) Right to Appeal Benefit Determinations .  Upon denial of a claim in whole or in part for benefits under the PLAN, or failure of the CLAIM ADMINISTRATOR to provide a notice of denial as set forth in Section 3.04(b)(5), a CLAIMANT or his or her duly authorized representative shall have the right to submit a written request to the CLAIM ADMINISTRATOR for a full and fair review of the denied claim.  A request for review of a claim must be submitted within 60 days of receipt by the CLAIMANT of written notice of the denial of the claim.  If the CLAIMANT fails to file a request for review within 60 days of the denial notification, the claim will be deemed abandoned and the CLAIMANT precluded from reasserting it.

(2) Right to Appeal Eligibility Determinations .  Upon denial of a claim in whole or in part relating to length of SERVICE, status or membership in the PLAN, or failure of the CLAIM ADMINISTRATOR to provide a notice of denial as set forth in Section 3.04(b)(5), a CLAIMANT or his or her duly authorized representative shall have the right to submit a written request to the EMPLOYEE BENEFIT APPEALS COMMITTEE for a full and fair review of the denied claim.  A request for review of a claim must be submitted within 90 days of receipt by the CLAIMANT of written notice of the denial of the claim.  If the CLAIMANT fails to file a request for review within 90 days of the denial notification, the claim will be deemed abandoned and the CLAIMANT precluded from reasserting it.

(3) Access to Documents and Records .  The CLAIMANT or the CLAIMANT's representative shall have, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the CLAIMANT's claim.

(4) Right to Submit Additional Information .  The CLAIMANT may submit written comments, documents, records and other information relating to the claim.

(5) Scope of the Review .  The review process shall include all comments, documents, records and other information submitted by the CLAIMANT relating to the claim, without regard to whether such information was submitted or considered in the initial determination.

(6) Preclusion for Materials Not Submitted .  Failure to raise issues or present evidence on review will preclude those issues or evidence from being presented in any subsequent proceeding or judicial review of the claim.

(7) Decision on Review .  The decision on review shall be in written or electronic form, in a manner calculated to be understood by the CLAIMANT.  If the claim is denied on review, the notice shall set forth:

a) The specific reasons for the denial of the appeal of the claim;

b) A reference to specific provisions of the PLAN on which the denial is based;

c) A statement that the CLAIMANT is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the CLAIMANT's claim for benefits; and

d) A statement describing any voluntary appeal procedures offered by the PLAN (if any) and the CLAIMANT's right to obtain the information about such procedures, and a statement of the CLAIMANT's right to bring an action under Section 502(a) of ERISA.

The CLAIMANT will be advised of the results of the review within 60 days after receipt of the written request for review (or within 120 days if special circumstances require an extension of time for processing the request, and if notice of such extension and circumstances, including the date a decision is expected to be made, is given to such CLAIMANT within the initial 60 day period).

(e) Authority of Claim Administrator and Employee Benefit Appeals Committee and Deference to their Decisions .  To the extent of the responsibility to review initial benefit and eligibility claims, as well as to review appeals of the denial of benefit claims (with respect to the CLAIM ADMINISTRATOR) or to review appeals of denial of claims relating to length of SERVICE, status or membership in the PLAN (with respect to the EMPLOYEE BENEFIT APPEALS COMMITTEE), then the CLAIM ADMINISTRATOR and the EMPLOYEE BENEFIT APPEALS COMMITTEE shall have the discretionary authority to interpret and apply the provisions of the PLAN and such decisions shall be afforded the maximum deference permitted by law.  Benefits will be paid only if the CLAIM ADMINISTRATOR (with respect to initial benefit and eligibility claims) or the CLAIM ADMINISTRATOR or EMPLOYEE BENEFIT APPEALS COMMITTEE, on appeal, as the case may be, decides in its discretion that the CLAIMANT is so entitled.  The decisions of the CLAIM ADMINISTRATOR and EMPLOYEE BENEFIT APPEALS COMMITTEE shall be final and binding on the CLAIMANT.

(f) Exhaustion of Claims Procedure Required in All Cases .  Any eligible employee, BENEFICIARY or other person made subject to the claims procedures in this Section 3.04, and the SUMMARY PLAN DESCRIPTION, as modified by subsequent SUMMARIES OF MATERIAL MODIFICATION must follow and exhaust the applicable claims procedures described in this Section 3.04 before taking action in any other forum regarding a claim for benefits under the PLAN or alleging a violation of or seeking any remedy under any provision of ERISA or other applicable law.

EE.      Section 3.05 of the Plan is deleted in its entirety and is hereby reserved.

FF. All references to "employer" and "participating employer" in the Plan are replaced with references to "EMPLOYER."

GG. All references to "Retirement Plan" and "COMPANY'S Retirement Plan" in the Plan are replaced with references to "RETIREMENT PLAN."

HH. All references to "GROUP LIFE INSURANCE AND LONG-TERM DISABILITY PLAN" in the Plan are replaced with references to "GROUP LIFE INSURANCE PLAN."

II. All references to "Officer" in the Plan are replaced with references to "officer."


The foregoing amendments were duly adopted by the Compensation Committee of the Board of Directors of PG&E Corporation on February 16, 2016.

JASON WELLS
_____________________________________________
Jason Wells
Chairman, Employee Benefit Committee
EXHIBIT 12.1
PACIFIC GAS AND ELECTRIC COMPANY
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

   
Three
                               
   
Months Ended
                               
   
March 31,
   
Year Ended December 31,
 
(in millions)
 
2016
   
2015
   
2014
   
2013
   
2012
   
2011
 
Earnings:
                                   
Net income
 
$
108
   
$
862
   
$
1,433
   
$
866
   
$
811
   
$
845
 
Income tax provision
   
(185
)
   
(19
)
   
384
     
326
     
298
     
480
 
Fixed charges
   
310
     
1,260
     
1,176
     
971
     
891
     
880
 
Total earnings
 
$
233
   
$
2,103
   
$
2,993
   
$
2,163
   
$
2,000
   
$
2,205
 
Fixed charges:
                                               
Interest on short-term borrowings
                                               
  and long-term debt, net
 
$
297
   
$
1,208
   
$
1,125
   
$
917
   
$
834
   
$
824
 
Interest on capital leases
   
1
     
4
     
6
     
7
     
9
     
16
 
AFUDC debt
   
12
     
48
     
45
     
47
     
48
     
40
 
Total fixed charges
 
$
310
   
$
1,260
   
$
1,176
   
$
971
   
$
891
   
$
880
 
Ratios of earnings to fixed charges
   
0.75
  (1)
 
 
1.67
     
2.55
     
2.23
     
2.24
     
2.51
 
                                                 
(1) The ratio of earnings to fixed charges indicates a deficiency of less than one-to-one coverage of $77 million.
 
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.
 
EXHIBIT 12.2
PACIFIC GAS AND ELECTRIC COMPANY
COMPUTATION OF RATIOS OF EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

   
Three
                               
   
Months Ended
                               
   
March 31,
   
Year ended December 31,
 
(in millions)
 
2016
   
2015
   
2014
   
2013
   
2012
   
2011
 
Earnings:
                                   
Net income
 
$
108
   
$
862
   
$
1,433
   
$
866
   
$
811
   
$
845
 
Income tax provision
   
(185
)    
(19
)
   
384
     
326
     
298
     
480
 
Fixed charges
   
310
     
1,260
     
1,176
     
971
     
891
     
880
 
Total earnings
 
$
233
   
$
2,103
   
$
2,993
   
$
2,163
   
$
2,000
   
$
2,205
 
Fixed charges:
                                               
Interest on short-term borrowings
                                               
and long-term debt, net
 
$
297
   
$
1,208
   
$
1,125
   
$
917
   
$
834
   
$
824
 
Interest on capital leases
   
1
     
4
     
6
     
7
     
9
     
16
 
AFUDC debt
   
12
     
48
     
45
     
47
     
48
     
40
 
Total fixed charges
 
$
310
   
$
1,260
   
$
1,176
   
$
971
   
$
891
   
$
880
 
Preferred stock dividends:
                                               
Tax deductible dividends
 
$
2
   
$
9
   
$
9
   
$
9
   
$
9
   
$
9
 
Pre-tax earnings required to cover
                                               
non-tax deductible preferred
                                               
stock dividend requirements
   
1
     
5
     
6
     
7
     
7
     
8
 
Total preferred stock dividends
   
3
     
14
     
15
     
16
     
16
     
17
 
Total combined fixed charges
                                               
and preferred stock
                                               
dividends
 
$
313
   
$
1,274
   
$
1,191
   
$
987
   
$
907
   
$
897
 
Ratios of earnings to combined
                                               
  fixed charges and preferred
                                               
  stock dividends
   
0.74
(1)      
1.65
     
2.51
     
2.19
     
2.21
     
2.46
 
                                                 
(1) The ratio of earnings to combined fixed charges and preferred stock dividends indicates a deficiency of less than one-to-one coverage of $80 million.

Note:
For the purpose of computing Pacific Gas and Electric Company's ratios of earnings to combined fixed charges and preferred stock dividends, "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. "Preferred stock dividends" represent tax deductible dividends and pre-tax earnings that are required to pay the dividends on outstanding preferred securities.  Fixed charges exclude interest on tax liabilities.
EXHIBIT 12.3
PG&E CORPORATION
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES

   
Three
                               
   
Months Ended
                               
   
March 31,
   
Year Ended December 31,
 
(in millions)
 
2016
   
2015
   
2014
   
2013
   
2012
   
2011
 
Earnings:
                                   
Net income
 
$
110
   
$
888
   
$
1,450
   
$
828
   
$
830
   
$
858
 
Income tax provision
   
(187
)
   
(27
)
   
345
     
268
     
237
     
440
 
Fixed charges
   
316
     
1,284
     
1,206
     
1,012
     
931
     
919
 
Pre-tax earnings required to cover
                                               
the preferred stock dividend
                                               
of consolidated subsidiaries
   
(3
)
   
(14
)
   
(15
)
   
(16
)
   
(15
)
   
(17
)
Total earnings
 
$
236
   
$
2,131
   
$
2,986
   
$
2,092
   
$
1,983
   
$
2,200
 
Fixed charges:
                                               
Interest on short-term
                                               
borrowings and long-term
                                               
debt, net
 
$
300
   
$
1,218
   
$
1,140
   
$
942
   
$
859
   
$
846
 
Interest on capital leases
   
1
     
4
     
6
     
7
     
9
     
16
 
AFUDC debt
   
12
     
48
     
45
     
47
     
48
     
40
 
Pre-tax earnings required to
                                               
cover the preferred stock
                                               
    dividend of consolidated
                                               
subsidiaries
   
3
     
14
     
15
     
16
     
15
     
17
 
Total fixed charges
 
$
316
   
$
1,284
   
$
1,206
   
$
1,012
   
$
931
   
$
919
 
Ratios of earnings to
                                               
fixed charges
   
0.75
  (1)    
1.66
     
2.48
     
2.07
     
2.13
     
2.39
 
                                                 
(1) The ratio of earnings to fixed charges indicates a deficiency of less than one-to-one coverage of $80 million.

Note:
For the purpose of computing PG&E Corporation's ratios of earnings to fixed charges, "earnings" represent income from continuing operations adjusted for income taxes, fixed charges (excluding capitalized interest), and pre-tax earnings required to cover the preferred stock dividend of consolidated subsidiaries.  "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 preferred stock dividends of consolidated subsidiaries.  Fixed charges exclude interest on tax liabilities.
EXHIBIT 31.1


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Anthony F. Earley, Jr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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 4, 2016
ANTHONY F. EARLEY, JR.
 
Anthony F. Earley, Jr.
 
Chairman, Chief Executive Officer, and President


CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Jason P. Wells, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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 4, 2016
JASON P. WELLS
 
Jason P. Wells
 
Senior Vice President and Chief Financial Officer

EXHIBIT 31.2
 
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Nickolas Stavropoulos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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 officers 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 officers 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 4, 2016
 
NICKOLAS STAVROPOULOS
 
Nickolas Stavropoulos
 
President, Gas


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Geisha J. Williams, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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 officers 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 officers 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 4, 2016
 
GEISHA J. WILLIAMS
 
Geisha J. Williams
 
President, Electric

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Dinyar B. Mistry, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2016 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 officers 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 officers 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 4, 2016
DINYAR B. MISTRY
 
Dinyar B. Mistry
 
Senior Vice President, Human Resources, Chief Financial Officer, and Controller
EXHIBIT 32.1


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Quarterly Report on Form 10-Q of PG&E Corporation for the quarter ended March 31, 2016 ("Form 10-Q"), I, Anthony F. Earley, Jr., Chairman, Chief Executive Officer and President of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

                 (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
   

May 4, 2016



CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of PG&E Corporation for the quarter ended March 31, 2016 ("Form 10-Q"), I, Jason P. Wells, Senior Vice President and Chief Financial Officer of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

                 (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.
 
     



 
 
 
JASON P. WELLS
 
JASON P. WELLS
 
Senior Vice President and
 
Chief Financial Officer

May 4, 2016
 
EXHIBIT 32.2


CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Quarterly Report on Form 10-Q of Pacific Gas and Electric Company for the quarter ended March 31, 2016 ("Form 10-Q"), I, Nickolas Stavropoulos, President, Gas of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

               (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.










   
 
NICKOLAS STAVROPOULOS
 
NICKOLAS STAVROPOULOS
                               
President, Gas


May 4, 2016







CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350


In connection with the accompanying Quarterly Report on Form 10-Q of Pacific Gas and Electric Company for the quarter ended March 31, 2016 ("Form 10-Q"), I, Geisha J. Williams, President, Electric of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

               (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.










   
 
GEISHA J. WILLIAMS
 
GEISHA J. WILLIAMS
                               
President, Electric


May 4, 2016






CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350

In connection with the accompanying Quarterly Report on Form 10-Q of Pacific Gas and Electric Company for the quarter ended March 31, 2016 ("Form 10-Q"), I, Dinyar B. Mistry, Senior Vice President, Human Resources, Chief Financial Officer, and Controller of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

                (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
 
Senior Vice President, Human Resources, Chief Financial Officer, and Controller
   
May 4, 2016