| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 | |||||||||||||||||||||||||||||||||||||||||
| FORM | 10-Q | ||||||||||||||||||||||||||||||||||||||||
| (Mark One) | |||||||||||||||||||||||||||||||||||||||||
☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||
| For the quarterly period ended | March 31, 2022 | ||||||||||||||||||||||||||||||||||||||||
| OR | |||||||||||||||||||||||||||||||||||||||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||||||||||||||||||||||||||
| For the transition period from ___________ to __________ | |||||||||||||||||||||||||||||||||||||||||
| Commission File Number | Exact Name of Registrant as Specified in its Charter | State or Other Jurisdiction of Incorporation | IRS Employer Identification Number | ||||||||||||||||||||||||||||||||||||||
| 1-12609 | PG&E Corporation | California | 94-3234914 | ||||||||||||||||||||||||||||||||||||||
| 1-2348 | Pacific Gas and Electric Company | California | 94-0742640 | ||||||||||||||||||||||||||||||||||||||
| PG&E Corporation | Pacific Gas and Electric Company | ||||||||||||||||||||||||||||||||||||||||
| 77 Beale Street | 77 Beale Street | ||||||||||||||||||||||||||||||||||||||||
| P.O. Box 770000 | P.O. Box 770000 | ||||||||||||||||||||||||||||||||||||||||
| San Francisco, | California | 94177 | San Francisco, | California | 94177 | ||||||||||||||||||||||||||||||||||||
| Address of principal executive offices, including zip code | |||||||||||||||||||||||||||||||||||||||||
| PG&E Corporation | Pacific Gas and Electric Company | ||||||||||||||||||||||||||||||||||||||||
| 415 | 973-1000 | 415 | 973-7000 | ||||||||||||||||||||||||||||||||||||||
| Registrant’s telephone number, including area code | |||||||||||||||||||||||||||||||||||||||||
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, no par value | PCG | The New York Stock Exchange | ||||||
| Equity Units | PCGU | The New York Stock Exchange | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable | PCG-PI | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC | ||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||||||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |||||||||||||||||||||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No | |||||||||||||||||||||||||||||||
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. | ||||||||||||||||||||||||||
| Common stock outstanding as of April 21, 2022: | ||||||||||||||||||||||||||
| PG&E Corporation: | 2,465,220,279* | |||||||||||||||||||||||||
Pacific Gas and Electric Company: | 264,374,809 | |||||||||||||||||||||||||
*Includes 377,743,590 shares of common stock held by PG&E ShareCo LLC, a wholly-owned subsidiary of PG&E Corporation, and 100,000,000 shares of common stock held by Pacific Gas and Electric Company. | ||||||||||||||||||||||||||
| 2021 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, 2021 | ||||
| AB | Assembly Bill | ||||
| Amended Articles | Amended and Restated Articles of Incorporation of PG&E Corporation and the Utility, each filed on June 22, 2020 | ||||
| ARO | asset retirement obligation | ||||
| ASU | accounting standard update issued by the FASB | ||||
| Bankruptcy Code | the United States Bankruptcy Code | ||||
| Bankruptcy Court | the U.S. Bankruptcy Court for the Northern District of California | ||||
| CAISO | California Independent System Operator Corporation | ||||
| Cal Fire | California Department of Forestry and Fire Protection | ||||
| CAPP | California Arrearage Payment Program | ||||
| CARE | California Alternate Rates for Energy Program | ||||
| CCA | Community Choice Aggregator | ||||
| CEMA | Catastrophic Event Memorandum Account | ||||
| Chapter 11 | Chapter 11 of Title 11 of the U.S. Code | ||||
| Chapter 11 Cases | the voluntary cases commenced by each of PG&E Corporation and the Utility under Chapter 11 on January 29, 2019 | ||||
| Confirmation Order | the order confirming the Plan, dated as of June 20, 2020 with the Bankruptcy Court | ||||
| CHT | Customer Harm Threshold | ||||
| CPPMA | COVID-19 Pandemic Protections Memorandum Account | ||||
| CPUC | California Public Utilities Commission | ||||
| CRRs | congestion revenue rights | ||||
| DA | Direct Access | ||||
| Diablo Canyon | Diablo Canyon nuclear power plant | ||||
| District Court | United States District Court for the Northern District of California | ||||
| DTA | deferred tax asset | ||||
| DTSC | Department of Toxic Substances Control | ||||
| EMANI | European Mutual Association for Nuclear Insurance | ||||
Emergence Date | July 1, 2020, the effective date of the Plan in the Chapter 11 Cases | ||||
| EO | Executive Order | ||||
| EOEP | Enhanced Oversight and Enforcement Process | ||||
| EPS | earnings per common share | ||||
| EPSS | Enhanced Powerline Safety Settings | ||||
| EVM | enhanced vegetation management | ||||
| Exchange Act | Securities Exchange Act of 1934 | ||||
| FASB | Financial Accounting Standards Board | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| FHPMA | Fire Hazard Prevention Memorandum Account | ||||
| Fire Victim Trust | The trust established pursuant to the Plan for the benefit of holders of the Fire Victim Claims into which the Aggregate Fire Victim Consideration (as defined in the Plan) has been, and will continue to be funded | ||||
| FRMMA | Fire Risk Mitigation Memorandum Account | ||||
| GAAP | U.S. Generally Accepted Accounting Principles | ||||
| GO | general order | ||||
| GRC | general rate case | ||||
| GT&S | gas transmission and storage | ||||
| HSM | hazardous substance memorandum account | ||||
| IRC | Internal Revenue Code | ||||
| IOUs | investor-owned utility(ies) | ||||
| Kincade Amended Complaint | The amended criminal complaint filed by the Sonoma County District Attorney’s Office on January 28, 2022 in connection with the 2019 Kincade fire | ||||
| Kincade Complaint | The criminal complaint filed by the Sonoma County District Attorney’s Office on April 6, 2021 in connection with the 2019 Kincade fire | ||||
| Lakeside Building | 300 Lakeside Drive, Oakland, California, 94612 | ||||
| LSE | Load-serving entity | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part I, Item 2, of this Form 10-Q | ||||
| MGMA | Microgrids Memorandum Account | ||||
| MGP | manufactured gas plants | ||||
| NAV | net asset value | ||||
| NEIL | Nuclear Electric Insurance Limited | ||||
| NEM | net energy metering | ||||
| New Shares | Shares of PG&E Corporation common stock held by ShareCo that may be exchanged for Plan Shares as contemplated by the Share Exchange and Tax Matters Agreement | ||||
| NRC | Nuclear Regulatory Commission | ||||
| OEIS | Office of Energy Infrastructure Safety (successor to the Wildfire Safety Division of the CPUC) | ||||
| OII | order instituting investigation | ||||
| OIR | order instituting rulemaking | ||||
| PD | proposed decision | ||||
| PERA | Public Employees Retirement Association | ||||
| Plan | PG&E Corporation and the Utility, Knighthead Capital Management, LLC, and Abrams Capital Management, LP Joint Chapter 11 Plan of Reorganization, dated as of June 19, 2020 | ||||
| Plan Shares | Shares of PG&E Corporation common stock issued to the Fire Victim Trust pursuant to the Plan | ||||
| PSPS | Public Safety Power Shutoff | ||||
| RA | Resource Adequacy | ||||
| Receivables Securitization Program | The accounts receivable securitization program entered into by the Utility on October 5, 2020, providing for the sale of a portion of the Utility's accounts receivable and certain other related rights to the SPV, which, in turn, obtains loans secured by the receivables from financial institutions | ||||
| ROE | return on equity | ||||
| ROU asset | right-of-use asset | ||||
| RTBA | Risk Transfer Balancing Account | ||||
| RUBA | Residential Uncollectibles Balancing Account | ||||
| SB | Senate Bill | ||||
| SEC | U.S. Securities and Exchange Commission | ||||
| SED | Safety and Enforcement Division of the CPUC | ||||
| SFGO | The Utility’s San Francisco General Office headquarters complex | ||||
| Share Exchange and Tax Matters Agreement | Share Exchange and Tax Matters Agreement dated July 8, 2021 between PG&E Corporation, the Utility, ShareCo and the Fire Victim Trust | ||||
| ShareCo | PG&E ShareCo LLC, a limited liability company whose sole member is PG&E Corporation | ||||
| SOFR | Secured Overnight Financing Rate | ||||
| SPV | PG&E AR Facility, LLC | ||||
| Tax Act | Tax Cuts and Jobs Act of 2017 | ||||
| TO | transmission owner | ||||
| TURN | The Utility Reform Network | ||||
| Utility | Pacific Gas and Electric Company | ||||
| VIE(s) | variable interest entity(ies) | ||||
| VMBA | Vegetation Management Balancing Account | ||||
| WEMA | Wildfire Expense Memorandum Account | ||||
| Wildfire Fund | statewide fund established by AB 1054 that will be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires occurring after July 12, 2019 that are caused by the applicable electric utility company’s equipment | ||||
| WMBA | Wildfire Mitigation Balancing Account | ||||
| WMCE | Wildfire Mitigation and Catastrophic Events | ||||
| WMP | wildfire mitigation plan | ||||
| WMPMA | Wildfire Mitigation Plan Memorandum Account | ||||
Zogg Complaint | The criminal complaint filed by the Shasta County District Attorney’s Office on September 24, 2021 | ||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Consolidated Total | $ | 475 | $ | 120 | |||||||
| PG&E Corporation | (52) | (54) | |||||||||
| Utility | $ | 527 | $ | 174 | |||||||
| Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | ||||||||||||||||||||||||||||||||||
| 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 | $ | 2,904 | $ | 1,254 | $ | 4,158 | $ | 2,343 | $ | 1,052 | $ | 3,395 | |||||||||||||||||||||||
| Natural gas operating revenues | 922 | 718 | 1,640 | 897 | 424 | 1,321 | |||||||||||||||||||||||||||||
| Total operating revenues | 3,826 | 1,972 | 5,798 | 3,240 | 1,476 | 4,716 | |||||||||||||||||||||||||||||
| Cost of electricity | — | 502 | 502 | — | 590 | 590 | |||||||||||||||||||||||||||||
| Cost of natural gas | — | 561 | 561 | — | 307 | 307 | |||||||||||||||||||||||||||||
Operating and maintenance | 2,085 | 1,022 | 3,107 | 1,708 | 623 | 2,331 | |||||||||||||||||||||||||||||
| Wildfire-related claims, net of insurance recoveries | (1) | — | (1) | 172 | — | 172 | |||||||||||||||||||||||||||||
| Wildfire Fund expense | 118 | — | 118 | 119 | — | 119 | |||||||||||||||||||||||||||||
| Depreciation, amortization, and decommissioning | 972 | — | 972 | 888 | — | 888 | |||||||||||||||||||||||||||||
| Total operating expenses | 3,174 | 2,085 | 5,259 | 2,887 | 1,520 | 4,407 | |||||||||||||||||||||||||||||
| Operating income (loss) | 652 | (113) | 539 | 353 | (44) | 309 | |||||||||||||||||||||||||||||
Interest income | 9 | — | 9 | 2 | — | 2 | |||||||||||||||||||||||||||||
Interest expense | (364) | — | (364) | (348) | — | (348) | |||||||||||||||||||||||||||||
Other income, net | 43 | 113 | 156 | 89 | 44 | 133 | |||||||||||||||||||||||||||||
| Reorganization items, net | — | — | — | (2) | — | (2) | |||||||||||||||||||||||||||||
| Income before income taxes | 340 | — | 340 | 94 | — | 94 | |||||||||||||||||||||||||||||
Income tax benefit (1) | (190) | (83) | |||||||||||||||||||||||||||||||||
| Net income | 530 | 177 | |||||||||||||||||||||||||||||||||
Preferred stock dividend requirement (1) | 3 | 3 | |||||||||||||||||||||||||||||||||
| Income Attributable to Common Stock | $ | 527 | $ | 174 | |||||||||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Federal statutory income tax rate | 21.0 | % | 21.0 | % | |||||||
| Increase (decrease) in income tax rate resulting from: | |||||||||||
State income tax (net of federal benefit) (1) | (11.5) | % | (16.7) | % | |||||||
Effect of regulatory treatment of fixed asset differences (2) | (30.0) | % | (101.5) | % | |||||||
Tax credits | (0.9) | % | (3.1) | % | |||||||
Fire Victim Trust (3) | (29.8) | % | — | % | |||||||
| Other, net | (4.5) | % | 13.1 | % | |||||||
| Effective tax rate | (55.7) | % | (87.2) | % | |||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
Cost of purchased power, net | $ | 434 | $ | 530 | |||||||
| Fuel used in generation facilities | 68 | 60 | |||||||||
| Total cost of electricity | $ | 502 | $ | 590 | |||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Cost of natural gas sold | $ | 522 | $ | 270 | |||||||
| Transportation cost of natural gas sold | 39 | 37 | |||||||||
| Total cost of natural gas | $ | 561 | $ | 307 | |||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Net cash provided by operating activities | $ | 1,732 | $ | 1,283 | |||||||
| Net cash used in investing activities | (2,330) | (1,796) | |||||||||
| Net cash provided by financing activities | 645 | 265 | |||||||||
| Net change in cash, cash equivalents, and restricted cash | $ | 47 | $ | (248) | |||||||
| Proceeding | Request | Status | ||||||||||||
| 2020 WMCE | Revenue requirement of approximately $1.28 billion | Settlement agreement to recover $1.04 billion of revenue requirement filed September 2021. PD expected in October 2022. | ||||||||||||
| 2021 WMCE | Revenue requirement of approximately $1.47 billion | PD scheduled for the fourth quarter of 2022. | ||||||||||||
| 2018 CEMA | Revenue requirement of $763 million | Settlement agreement to recover $683 million plus interest approved March 2022. | ||||||||||||
| Rate Case | Request | Status | ||||||||||||
| 2023 GRC | Revenue requirement of $15.34 billion for 2023 | Filed amended application March 2022. A decision is expected in the third quarter of 2023. | ||||||||||||
| 2022 Cost of Capital | Leave cost of capital components at pre-2022 levels for 2022 | Filed August 2021. Briefing was completed in March 2022. | ||||||||||||
| 2023 Cost of Capital | Increase ROE to 11% and cost of debt to 4.27% | Filed April 2022. | ||||||||||||
| 2015 GT&S | Revenue requirement of $416 million | Settlement agreement to recover $356 million of revenue requirement filed July 2021. | ||||||||||||
| 2022 Currently Authorized | 2023 Requested | ||||||||||||||||||||||||||||||||||
| Cost | Capital Structure | Weighted Cost | Cost | Capital Structure | Weighted Cost | ||||||||||||||||||||||||||||||
| Common Equity | 10.25 | % | 52.00 | % | 5.33 | % | 11.00 | % | 52.00 | % | 5.72 | % | |||||||||||||||||||||||
| Preferred Stock | 5.52 | % | 0.50 | % | 0.03 | % | 5.52 | % | 0.50 | % | 0.03 | % | |||||||||||||||||||||||
| Long-term Debt | 4.17 | % | 47.50 | % | 1.98 | % | 4.27 | % | 47.50 | % | 2.03 | % | |||||||||||||||||||||||
| Weighted Average Cost of Capital | 100.00 | % | 7.34 | % | 100.00 | % | 7.78 | % | |||||||||||||||||||||||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating Revenues | |||||||||||
| Electric | $ | 4,158 | $ | 3,395 | |||||||
| Natural gas | 1,640 | 1,321 | |||||||||
Total operating revenues | 5,798 | 4,716 | |||||||||
| Operating Expenses | |||||||||||
| Cost of electricity | 502 | 590 | |||||||||
| Cost of natural gas | 561 | 307 | |||||||||
| Operating and maintenance | 3,110 | 2,336 | |||||||||
| Wildfire-related claims, net of recoveries | (1) | 172 | |||||||||
| Wildfire Fund expense | 118 | 119 | |||||||||
| Depreciation, amortization, and decommissioning | 972 | 888 | |||||||||
Total operating expenses | 5,262 | 4,412 | |||||||||
| Operating Income | 536 | 304 | |||||||||
| Interest income | 8 | 2 | |||||||||
| Interest expense | (419) | (408) | |||||||||
| Other income, net | 149 | 127 | |||||||||
| Income Before Income Taxes | 274 | 25 | |||||||||
| Income tax benefit | (204) | (98) | |||||||||
| Net Income | 478 | 123 | |||||||||
| Preferred stock dividend requirement of subsidiary | 3 | 3 | |||||||||
| Income Available for Common Shareholders | $ | 475 | $ | 120 | |||||||
| Weighted Average Common Shares Outstanding, Basic | 1,986 | 1,985 | |||||||||
| Weighted Average Common Shares Outstanding, Diluted | 2,134 | 2,131 | |||||||||
| Net Income Per Common Share, Basic | $ | 0.24 | $ | 0.06 | |||||||
| Net Income Per Common Share, Diluted | $ | 0.22 | $ | 0.06 | |||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Net Income | $ | 478 | $ | 123 | |||||||
| Other Comprehensive Income | |||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of $0 and $0, respectively) | — | 1 | |||||||||
| Total other comprehensive income | — | 1 | |||||||||
| Comprehensive Income | 478 | 124 | |||||||||
| Preferred stock dividend requirement of subsidiary | 3 | 3 | |||||||||
| Comprehensive Income Available for Common Shareholders | $ | 475 | $ | 121 | |||||||
| (Unaudited) | |||||||||||
| Balance At | |||||||||||
| March 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 247 | $ | 291 | |||||||
| Restricted cash | 29 | 16 | |||||||||
| Accounts receivable | |||||||||||
Customers (net of allowance for doubtful accounts of $180 million and $171 million at respective dates) (includes $1.84 billion and $2.06 billion related to VIEs, net of allowance for doubtful accounts of $180 million and $171 million at respective dates) | 2,080 | 2,345 | |||||||||
Accrued unbilled revenue (includes $976 million and $1.09 billion related to VIEs at respective dates) | 1,070 | 1,207 | |||||||||
| Regulatory balancing accounts | 3,165 | 2,999 | |||||||||
| Other | 1,695 | 1,784 | |||||||||
| Regulatory assets | 384 | 496 | |||||||||
| Inventories | |||||||||||
| Gas stored underground and fuel oil | 29 | 44 | |||||||||
| Materials and supplies | 589 | 552 | |||||||||
| Wildfire Fund asset | 461 | 461 | |||||||||
| Other | 627 | 882 | |||||||||
| Total current assets | 10,376 | 11,077 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Electric | 71,001 | 69,482 | |||||||||
| Gas | 26,474 | 25,979 | |||||||||
| Construction work in progress | 3,666 | 3,479 | |||||||||
| Financing lease and other | 20 | 20 | |||||||||
| Total property, plant, and equipment | 101,161 | 98,960 | |||||||||
| Accumulated depreciation | (29,656) | (29,134) | |||||||||
| Net property, plant, and equipment | 71,505 | 69,826 | |||||||||
| Other Noncurrent Assets | |||||||||||
| Regulatory assets | 9,167 | 9,207 | |||||||||
| Nuclear decommissioning trusts | 3,635 | 3,798 | |||||||||
| Operating lease right of use asset | 1,139 | 1,234 | |||||||||
| Wildfire Fund asset | 5,198 | 5,313 | |||||||||
| Income taxes receivable | 9 | 9 | |||||||||
Other (includes net noncurrent accounts receivable of $115 million and $187 million related to VIEs, net of noncurrent allowance for doubtful accounts of $11 million and $15 million at respective dates) | 2,902 | 2,863 | |||||||||
| Total other noncurrent assets | 22,050 | 22,424 | |||||||||
| TOTAL ASSETS | $ | 103,931 | $ | 103,327 | |||||||
| (Unaudited) | |||||||||||
| Balance At | |||||||||||
| March 31, 2022 | December 31, 2021 | ||||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings | $ | 1,854 | $ | 2,184 | |||||||
Long-term debt, classified as current (includes $32 million and $18 million related to VIEs at respective dates) | 4,553 | 4,481 | |||||||||
| Accounts payable | |||||||||||
| Trade creditors | 2,389 | 2,855 | |||||||||
| Regulatory balancing accounts | 1,676 | 1,121 | |||||||||
| Other | 814 | 679 | |||||||||
| Operating lease liabilities | 466 | 468 | |||||||||
| Interest payable | 331 | 481 | |||||||||
| Wildfire-related claims | 2,091 | 2,722 | |||||||||
| Other | 2,386 | 2,436 | |||||||||
| Total current liabilities | 16,560 | 17,427 | |||||||||
| Noncurrent Liabilities | |||||||||||
Long-term debt (includes $1.83 billion and $1.82 billion related to VIEs at respective dates) | 39,123 | 38,225 | |||||||||
| Regulatory liabilities | 11,563 | 11,999 | |||||||||
| Pension and other postretirement benefits | 801 | 860 | |||||||||
| Asset retirement obligations | 5,919 | 5,298 | |||||||||
| Deferred income taxes | 3,162 | 3,177 | |||||||||
| Operating lease liabilities | 739 | 810 | |||||||||
| Other | 4,420 | 4,308 | |||||||||
| Total noncurrent liabilities | 65,727 | 64,677 | |||||||||
| Equity | |||||||||||
| Shareholders' Equity | |||||||||||
Common stock, no par value, authorized 3,600,000,000 and 3,600,000,000 shares at respective dates; 1,987,472,590 and 1,985,400,540 shares outstanding at respective dates | 34,726 | 35,129 | |||||||||
Treasury stock, at cost; 437,743,590 and 477,743,590 shares at respective dates | (4,447) | (4,854) | |||||||||
| Reinvested earnings | (8,867) | (9,284) | |||||||||
| Accumulated other comprehensive loss | (20) | (20) | |||||||||
| Total shareholders' equity | 21,392 | 20,971 | |||||||||
| Noncontrolling Interest - Preferred Stock of Subsidiary | 252 | 252 | |||||||||
| Total equity | 21,644 | 21,223 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 103,931 | $ | 103,327 | |||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 478 | $ | 123 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization, and decommissioning | 972 | 888 | |||||||||
| Bad debt expense | 43 | 76 | |||||||||
| Allowance for equity funds used during construction | (42) | (32) | |||||||||
| Deferred income taxes and tax credits, net | (16) | 78 | |||||||||
| Reorganization items, net (Note 2) | — | (46) | |||||||||
| Wildfire Fund expense | 118 | 119 | |||||||||
| Other | 148 | 41 | |||||||||
| Effect of changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 543 | 111 | |||||||||
| Wildfire-related insurance receivable | 43 | (28) | |||||||||
| Inventories | (22) | 14 | |||||||||
| Accounts payable | 217 | 143 | |||||||||
Wildfire-related claims | (631) | (558) | |||||||||
| Other current assets and liabilities | (113) | (175) | |||||||||
| Regulatory assets, liabilities, and balancing accounts, net | 63 | 340 | |||||||||
| Other noncurrent assets and liabilities | (140) | 104 | |||||||||
| Net cash provided by operating activities | 1,661 | 1,198 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Capital expenditures | (2,310) | (1,778) | |||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | 421 | 551 | |||||||||
| Purchases of nuclear decommissioning trust investments | (447) | (578) | |||||||||
| Other | 6 | 9 | |||||||||
Net cash used in investing activities | (2,330) | (1,796) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Borrowings under credit facilities | 1,406 | 1,985 | |||||||||
| Repayments under credit facilities | (3,151) | (4,440) | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $22 and $18 at respective dates | 2,379 | 2,382 | |||||||||
| Repayment of long-term debt | (7) | (7) | |||||||||
| Proceeds from sale of future revenue from transmission tower license sales, net of fees | — | 350 | |||||||||
| Other | 11 | (41) | |||||||||
| Net cash provided by financing activities | 638 | 229 | |||||||||
| Net change in cash, cash equivalents, and restricted cash | (31) | (369) | |||||||||
| Cash, cash equivalents, and restricted cash at January 1 | 307 | 627 | |||||||||
| Cash, cash equivalents, and restricted cash at March 31 | $ | 276 | $ | 258 | |||||||
| Less: Restricted cash and restricted cash equivalents | (29) | (29) | |||||||||
| Cash and cash equivalents at March 31 | $ | 247 | $ | 229 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest, net of amounts capitalized | $ | (519) | $ | (550) | |||||||
Supplemental disclosures of noncash investing and financing activities | |||||||||||
| Capital expenditures financed through accounts payable | $ | 975 | $ | 528 | |||||||
| Operating lease liabilities arising from obtaining ROU assets | — | 4 | |||||||||
| Common Stock | Treasury Stock | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | Non- controlling Interest - Preferred Stock of Subsidiary | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | 1,985,400,540 | $ | 35,129 | 477,743,590 | $ | (4,854) | $ | (9,284) | $ | (20) | $ | 20,971 | $ | 252 | $ | 21,223 | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 478 | — | 478 | — | 478 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued, net | 2,072,050 | (407) | — | — | — | — | (407) | — | (407) | ||||||||||||||||||||||||||||||||||||||||||||
| Treasury stock disposition | — | — | (40,000,000) | 407 | — | — | 407 | — | 407 | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | 4 | — | — | — | — | 4 | — | 4 | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend requirement of subsidiary in arrears | — | — | — | — | (59) | — | (59) | — | (59) | ||||||||||||||||||||||||||||||||||||||||||||
Preferred stock dividend requirement of subsidiary | — | — | — | — | (2) | — | (2) | — | (2) | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | 1,987,472,590 | $ | 34,726 | 437,743,590 | $ | (4,447) | $ | (8,867) | $ | (20) | $ | 21,392 | $ | 252 | $ | 21,644 | |||||||||||||||||||||||||||||||||||||
| Common Stock | Treasury Stock | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | Non- controlling Interest - Preferred Stock of Subsidiary | Total Equity | |||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | 1,984,678,673 | $ | 30,224 | — | $ | — | $ | (9,196) | $ | (27) | $ | 21,001 | $ | 252 | $ | 21,253 | |||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | 123 | — | 123 | — | 123 | ||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | — | 1 | 1 | — | 1 | ||||||||||||||||||||||||||||||||||||||||||||
Common stock issued, net | 427,030 | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation amortization | — | 2 | — | — | — | — | 2 | — | 2 | ||||||||||||||||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | 1,985,105,703 | $ | 30,226 | — | $ | — | $ | (9,073) | $ | (26) | $ | 21,127 | $ | 252 | $ | 21,379 | |||||||||||||||||||||||||||||||||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Operating Revenues | |||||||||||
| Electric | $ | 4,158 | $ | 3,395 | |||||||
| Natural gas | 1,640 | 1,321 | |||||||||
| Total operating revenues | 5,798 | 4,716 | |||||||||
| Operating Expenses | |||||||||||
| Cost of electricity | 502 | 590 | |||||||||
| Cost of natural gas | 561 | 307 | |||||||||
| Operating and maintenance | 3,107 | 2,331 | |||||||||
| Wildfire-related claims, net of recoveries | (1) | 172 | |||||||||
| Wildfire Fund expense | 118 | 119 | |||||||||
| Depreciation, amortization, and decommissioning | 972 | 888 | |||||||||
Total operating expenses | 5,259 | 4,407 | |||||||||
| Operating Income | 539 | 309 | |||||||||
| Interest income | 9 | 2 | |||||||||
| Interest expense | (364) | (348) | |||||||||
| Other income, net | 156 | 133 | |||||||||
| Reorganization items, net | — | (2) | |||||||||
| Income Before Income Taxes | 340 | 94 | |||||||||
| Income tax benefit | (190) | (83) | |||||||||
| Net Income | 530 | 177 | |||||||||
| Preferred stock dividend requirement | 3 | 3 | |||||||||
| Income Available for Common Stock | $ | 527 | $ | 174 | |||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Net Income | $ | 530 | $ | 177 | |||||||
| Other Comprehensive Income | |||||||||||
Pension and other postretirement benefit plans obligations (net of taxes of $0 and $0, at respectively) | 1 | — | |||||||||
| Total other comprehensive income | 1 | — | |||||||||
| Comprehensive Income | $ | 531 | $ | 177 | |||||||
| (Unaudited) | |||||||||||
Balance At | |||||||||||
| March 31, 2022 | December 31, 2021 | ||||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 199 | $ | 165 | |||||||
| Restricted cash | 29 | 16 | |||||||||
| Accounts receivable | |||||||||||
Customers (net of allowance for doubtful accounts of $180 million and $171 million at respective dates) (includes $1.84 billion and $2.06 billion related to VIEs, net of allowance for doubtful accounts of $180 million and $171 million at respective dates) | 2,080 | 2,345 | |||||||||
Accrued unbilled revenue (includes $976 million and $1.09 billion related to VIEs at respective dates) | 1,070 | 1,207 | |||||||||
| Regulatory balancing accounts | 3,165 | 2,999 | |||||||||
| Other | 1,850 | 1,932 | |||||||||
| Regulatory assets | 384 | 496 | |||||||||
| Inventories | |||||||||||
| Gas stored underground and fuel oil | 29 | 44 | |||||||||
| Materials and supplies | 589 | 552 | |||||||||
| Wildfire Fund asset | 461 | 461 | |||||||||
| Other | 614 | 869 | |||||||||
| Total current assets | 10,470 | 11,086 | |||||||||
| Property, Plant, and Equipment | |||||||||||
| Electric | 71,001 | 69,482 | |||||||||
| Gas | 26,474 | 25,979 | |||||||||
| Construction work in progress | 3,666 | 3,480 | |||||||||
| Financing lease | 18 | 18 | |||||||||
| Total property, plant, and equipment | 101,159 | 98,959 | |||||||||
| Accumulated depreciation | (29,654) | (29,131) | |||||||||
| Net property, plant, and equipment | 71,505 | 69,828 | |||||||||
| Other Noncurrent Assets | |||||||||||
| Regulatory assets | 9,167 | 9,207 | |||||||||
| Nuclear decommissioning trusts | 3,635 | 3,798 | |||||||||
| Operating lease right of use asset | 1,138 | 1,232 | |||||||||
| Wildfire Fund asset | 5,198 | 5,313 | |||||||||
| Income taxes receivable | 7 | 7 | |||||||||
Other (includes net noncurrent accounts receivable of $115 million and $187 million related to VIEs, net of noncurrent allowance for doubtful accounts of $11 million and $15 million at respective dates) | 2,755 | 2,706 | |||||||||
| Total other noncurrent assets | 21,900 | 22,263 | |||||||||
| TOTAL ASSETS | $ | 103,875 | $ | 103,177 | |||||||
| (Unaudited) | |||||||||||
| Balance At | |||||||||||
| March 31, 2022 | December 31, 2021 | ||||||||||
| LIABILITIES AND SHAREHOLDERS' EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Short-term borrowings | $ | 1,854 | $ | 2,184 | |||||||
Long-term debt, classified as current (includes $32 million and $18 million related to VIEs at respective dates) | 4,526 | 4,455 | |||||||||
| Accounts payable | |||||||||||
| Trade creditors | 2,388 | 2,853 | |||||||||
| Regulatory balancing accounts | 1,676 | 1,121 | |||||||||
| Other | 780 | 648 | |||||||||
| Operating lease liabilities | 465 | 467 | |||||||||
| Interest payable | 305 | 430 | |||||||||
| Wildfire-related claims | 2,091 | 2,722 | |||||||||
| Other | 2,385 | 2,430 | |||||||||
Total current liabilities | 16,470 | 17,310 | |||||||||
| Noncurrent Liabilities | |||||||||||
Long-term debt (includes $1.83 billion and $1.82 billion related to VIEs at respective dates) | 34,532 | 33,632 | |||||||||
| Regulatory liabilities | 11,563 | 11,999 | |||||||||
| Pension and other postretirement benefits | 705 | 764 | |||||||||
| Asset retirement obligations | 5,919 | 5,298 | |||||||||
| Deferred income taxes | 3,408 | 3,409 | |||||||||
| Operating lease liabilities | 739 | 810 | |||||||||
| Other | 4,459 | 4,345 | |||||||||
| Total noncurrent liabilities | 61,325 | 60,257 | |||||||||
| 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 | 28,286 | 28,286 | |||||||||
| Reinvested earnings | (3,778) | (4,247) | |||||||||
| Accumulated other comprehensive loss | (8) | (9) | |||||||||
| Total shareholders' equity | 26,080 | 25,610 | |||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ | 103,875 | $ | 103,177 | |||||||
| (Unaudited) | |||||||||||
| Three Months Ended March 31, | |||||||||||
| 2022 | 2021 | ||||||||||
| Cash Flows from Operating Activities | |||||||||||
| Net income | $ | 530 | $ | 177 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation, amortization, and decommissioning | 972 | 888 | |||||||||
| Bad debt expense | 43 | 76 | |||||||||
| Allowance for equity funds used during construction | (42) | (32) | |||||||||
| Deferred income taxes and tax credits, net | (2) | 92 | |||||||||
| Reorganization items, net (Note 2) | — | (15) | |||||||||
| Wildfire Fund expense | 118 | 119 | |||||||||
| Other | 140 | 36 | |||||||||
| Effect of changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | 536 | 115 | |||||||||
| Wildfire-related insurance receivable | 43 | (28) | |||||||||
| Inventories | (22) | 14 | |||||||||
| Accounts payable | 215 | 107 | |||||||||
| Wildfire-related claims | (631) | (558) | |||||||||
| Other current assets and liabilities | (83) | (150) | |||||||||
| Regulatory assets, liabilities, and balancing accounts, net | 63 | 340 | |||||||||
| Other noncurrent assets and liabilities | (148) | 102 | |||||||||
| Net cash provided by operating activities | 1,732 | 1,283 | |||||||||
| Cash Flows from Investing Activities | |||||||||||
| Capital expenditures | (2,310) | (1,778) | |||||||||
| Proceeds from sales and maturities of nuclear decommissioning trust investments | 421 | 551 | |||||||||
| Purchases of nuclear decommissioning trust investments | (447) | (578) | |||||||||
| Other | 6 | 9 | |||||||||
Net cash used in investing activities | (2,330) | (1,796) | |||||||||
| Cash Flows from Financing Activities | |||||||||||
| Borrowings under credit facilities | 1,406 | 1,985 | |||||||||
| Repayments under credit facilities | (3,151) | (4,440) | |||||||||
Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $21 and $18 at respective dates | 2,379 | 2,382 | |||||||||
| Proceeds from sale of future revenue from transmission tower license sales, net of fees | — | 350 | |||||||||
| Other | 11 | (12) | |||||||||
| Net cash provided by financing activities | 645 | 265 | |||||||||
| Net change in cash, cash equivalents, and restricted cash | 47 | (248) | |||||||||
| Cash, cash equivalents, and restricted cash at January 1 | 181 | 404 | |||||||||
| Cash, cash equivalents, and restricted cash at March 31 | $ | 228 | $ | 156 | |||||||
| Less: Restricted cash and restricted cash equivalents | (29) | (29) | |||||||||
| Cash and cash equivalents at March 31 | $ | 199 | $ | 127 | |||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for: | |||||||||||
| Interest, net of amounts capitalized | $ | (444) | $ | (467) | |||||||
Supplemental disclosures of noncash investing and financing activities | |||||||||||
| Capital expenditures financed through accounts payable | $ | 975 | $ | 528 | |||||||
| Operating lease liabilities arising from obtaining ROU assets | — | 4 | |||||||||
| Preferred Stock | Common Stock | Additional Paid-in Capital | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | 258 | $ | 1,322 | $ | 28,286 | $ | (4,247) | $ | (9) | $ | 25,610 | |||||||||||||||||||||||
| Net income | — | — | — | 530 | — | 530 | |||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | 1 | 1 | |||||||||||||||||||||||||||||
Preferred stock dividend requirement in arrears | — | — | — | (59) | — | (59) | |||||||||||||||||||||||||||||
Preferred stock dividend requirement | — | — | — | (2) | — | (2) | |||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | 258 | $ | 1,322 | $ | 28,286 | $ | (3,778) | $ | (8) | $ | 26,080 | |||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in Capital | Reinvested Earnings | Accumulated Other Comprehensive Income (Loss) | Total Shareholders' Equity | ||||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | 258 | $ | 1,322 | $ | 28,286 | $ | (4,385) | $ | (5) | $ | 25,476 | |||||||||||||||||||||||
| Net income | — | — | — | 177 | — | 177 | |||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | 258 | $ | 1,322 | $ | 28,286 | $ | (4,208) | $ | (5) | $ | 25,653 | |||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Electric | |||||||||||
| Revenue from contracts with customers | |||||||||||
| Residential | $ | 1,494 | $ | 1,464 | |||||||
| Commercial | 1,173 | 1,013 | |||||||||
| Industrial | 350 | 327 | |||||||||
| Agricultural | 216 | 152 | |||||||||
| Public street and highway lighting | 18 | 17 | |||||||||
Other (1) | (14) | (64) | |||||||||
| Total revenue from contracts with customers - electric | 3,237 | 2,909 | |||||||||
Regulatory balancing accounts (2) | 921 | 486 | |||||||||
| Total electric operating revenue | $ | 4,158 | $ | 3,395 | |||||||
| Natural gas | |||||||||||
| Revenue from contracts with customers | |||||||||||
| Residential | $ | 1,464 | $ | 1,208 | |||||||
| Commercial | 344 | 245 | |||||||||
| Transportation service only | 399 | 326 | |||||||||
Other (1) | (180) | (47) | |||||||||
| Total revenue from contracts with customers - gas | 2,027 | 1,732 | |||||||||
Regulatory balancing accounts (2) | (387) | (411) | |||||||||
| Total natural gas operating revenue | 1,640 | 1,321 | |||||||||
| Total operating revenues | $ | 5,798 | $ | 4,716 | |||||||
| Pension Benefits | Other Benefits | ||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||||||||||||||
| (in millions) | 2022 | 2021 | 2022 | 2021 | |||||||||||||||||||
Service cost for benefits earned (1) | $ | 144 | $ | 147 | $ | 15 | $ | 16 | |||||||||||||||
| Interest cost | 173 | 161 | 13 | 13 | |||||||||||||||||||
| Expected return on plan assets | (297) | (261) | (32) | (35) | |||||||||||||||||||
| Amortization of prior service cost | (1) | (1) | 2 | 4 | |||||||||||||||||||
| Amortization of net actuarial (gain) loss | — | 1 | (10) | (8) | |||||||||||||||||||
| Net periodic benefit cost | 19 | 47 | (12) | (10) | |||||||||||||||||||
Regulatory account transfer (2) | 64 | 37 | — | — | |||||||||||||||||||
| Total | $ | 83 | $ | 84 | $ | (12) | $ | (10) | |||||||||||||||
| Pension Benefits | Other Benefits | Total | |||||||||||||||
| (in millions, net of income tax) | Three Months Ended March 31, 2022 | ||||||||||||||||
| Beginning balance | $ | (33) | $ | 18 | $ | (15) | |||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||
Amortization of prior service cost (net of taxes of $0 and $1, respectively) | (1) | 1 | — | ||||||||||||||
Amortization of net actuarial gain (net of taxes of $0 and $3, respectively) | — | (7) | (7) | ||||||||||||||
Regulatory account transfer (net of taxes of $0 and $2, respectively) | 1 | 6 | 7 | ||||||||||||||
| Net current period other comprehensive gain (loss) | — | — | — | ||||||||||||||
| Ending balance | $ | (33) | $ | 18 | $ | (15) | |||||||||||
| Pension Benefits | Other Benefits | Total | |||||||||||||||
| (in millions, net of income tax) | Three Months Ended March 31, 2021 | ||||||||||||||||
| Beginning balance | $ | (39) | $ | 17 | $ | (22) | |||||||||||
Amounts reclassified from other comprehensive income: (1) | |||||||||||||||||
Amortization of prior service cost (net of taxes of $0 and $1, respectively) | (1) | 3 | 2 | ||||||||||||||
Amortization of net actuarial (gain) loss (net of taxes of $0 and $2, respectively) | 1 | (6) | (5) | ||||||||||||||
Regulatory account transfer (net of taxes of $0 and $1, respectively) | 1 | 3 | 4 | ||||||||||||||
| Net current period other comprehensive gain (loss) | 1 | — | 1 | ||||||||||||||
| Ending balance | $ | (38) | $ | 17 | $ | (21) | |||||||||||
| Balance at | |||||||||||
| (in millions) | March 31, 2022 | December 31, 2021 | |||||||||
Pension benefits (1) | $ | 645 | $ | 708 | |||||||
| Environmental compliance costs | 1,007 | 1,089 | |||||||||
Utility retained generation (2) | 121 | 133 | |||||||||
| Price risk management | 213 | 216 | |||||||||
Catastrophic event memorandum account (3) | 983 | 1,119 | |||||||||
Wildfire expense memorandum account (4) | 350 | 347 | |||||||||
Fire hazard prevention memorandum account (5) | 75 | 75 | |||||||||
Fire risk mitigation memorandum account (6) | 50 | 44 | |||||||||
Wildfire mitigation plan memorandum account (7) | 461 | 424 | |||||||||
Deferred income taxes (8) | 2,036 | 1,849 | |||||||||
Insurance premium costs (9) | 186 | 207 | |||||||||
Wildfire mitigation balancing account (10) | 273 | 273 | |||||||||
Vegetation management balancing account (11) | 1,412 | 1,411 | |||||||||
COVID-19 pandemic protection memorandum accounts (12) | 48 | 49 | |||||||||
Microgrid memorandum account (13) | 164 | 163 | |||||||||
Financing costs (14) | 172 | 175 | |||||||||
| Other | 971 | 925 | |||||||||
| Total long-term regulatory assets | $ | 9,167 | $ | 9,207 | |||||||
| Balance at | |||||||||||
| (in millions) | March 31, 2022 | December 31, 2021 | |||||||||
Cost of removal obligations (1) | $ | 7,431 | $ | 7,306 | |||||||
Recoveries in excess of AROs (2) | 154 | 388 | |||||||||
Public purpose programs (3) | 1,043 | 946 | |||||||||
Employee benefit plans (4) | 1,234 | 1,229 | |||||||||
Transmission tower wireless licenses (5) | 442 | 446 | |||||||||
SFGO sale (6) | 323 | 343 | |||||||||
| Other | 936 | 1,341 | |||||||||
Total long-term regulatory liabilities | $ | 11,563 | $ | 11,999 | |||||||
| Balance at | |||||||||||
| (in millions) | March 31, 2022 | December 31, 2021 | |||||||||
| Electric distribution | $ | 850 | $ | — | |||||||
| Energy procurement | 505 | 310 | |||||||||
| Public purpose programs | 345 | 321 | |||||||||
| Fire hazard prevention memorandum account | 20 | 50 | |||||||||
Fire risk mitigation memorandum account | 5 | 14 | |||||||||
| Wildfire mitigation plan memorandum account | 27 | 67 | |||||||||
| Wildfire mitigation balancing account | 9 | 91 | |||||||||
| General rate case memorandum accounts | 351 | 468 | |||||||||
| Vegetation management balancing account | 305 | 127 | |||||||||
| Insurance premium costs | 95 | 605 | |||||||||
| Wildfire expense memorandum account | — | 440 | |||||||||
| Residential uncollectibles balancing accounts | 104 | 127 | |||||||||
| Catastrophic event memorandum account | 287 | — | |||||||||
| Other | 262 | 379 | |||||||||
| Total regulatory balancing accounts receivable | $ | 3,165 | $ | 2,999 | |||||||
| Balance at | |||||||||||
| (in millions) | March 31, 2022 | December 31, 2021 | |||||||||
| Electric distribution | $ | — | $ | 121 | |||||||
| Electric transmission | 132 | 24 | |||||||||
| Gas distribution and transmission | 113 | 83 | |||||||||
| Energy procurement | 224 | 211 | |||||||||
| Public purpose programs | 286 | 259 | |||||||||
| Nuclear decommissioning adjustment mechanism | 106 | 137 | |||||||||
| Other | 815 | 286 | |||||||||
| Total regulatory balancing accounts payable | $ | 1,676 | $ | 1,121 | |||||||
| (in millions) | Termination Date | Maximum Facility Limit | Loans Outstanding | Letters of Credit Outstanding | Facility Availability | |||||||||||||||||||||||||||
| Utility revolving credit facility | June 2026 | $ | 4,000 | (1) | $ | 1,555 | $ | 750 | $ | 1,695 | ||||||||||||||||||||||
Utility Receivables Securitization Program (2) | September 2023 | 1,000 | (3) | 1,000 | — | — | (3) | |||||||||||||||||||||||||
| PG&E Corporation revolving credit facility | June 2024 | 500 | — | — | 500 | |||||||||||||||||||||||||||
| Total credit facilities | $ | 5,500 | $ | 2,555 | $ | 750 | $ | 2,195 | ||||||||||||||||||||||||
| Three Months Ended March 31, | |||||||||||
| (in millions, except per share amounts) | 2022 | 2021 | |||||||||
| Income available for common shareholders | $ | 475 | $ | 120 | |||||||
| Weighted average common shares outstanding, basic | 1,986 | 1,985 | |||||||||
| Add incremental shares from assumed conversions: | |||||||||||
| Employee share-based compensation | 8 | 5 | |||||||||
| Equity Units | 140 | 141 | |||||||||
| Weighted average common shares outstanding, diluted | 2,134 | 2,131 | |||||||||
| Total income per common share, diluted | $ | 0.22 | $ | 0.06 | |||||||
| Contract Volume at | ||||||||||||||||||||
| Underlying Product | Instruments | March 31, 2022 | December 31, 2021 | |||||||||||||||||
Natural Gas (1) (MMBtus (2)) | Forwards, Futures and Swaps | 187,529,848 | 173,361,635 | |||||||||||||||||
| Options | 7,450,000 | 14,420,000 | ||||||||||||||||||
| Electricity (Megawatt-hours) | Forwards, Futures and Swaps | 11,155,427 | 10,283,639 | |||||||||||||||||
| Options | 543,600 | 288,000 | ||||||||||||||||||
Congestion Revenue Rights (3) | 235,009,420 | 239,857,610 | ||||||||||||||||||
| Commodity Risk | |||||||||||||||||||||||
| (in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||||||||||
| Current assets – other | $ | 76 | $ | (5) | $ | 49 | $ | 120 | |||||||||||||||
| Other noncurrent assets – other | 165 | — | — | 165 | |||||||||||||||||||
| Current liabilities – other | (61) | 5 | 20 | (36) | |||||||||||||||||||
| Noncurrent liabilities – other | (213) | — | — | (213) | |||||||||||||||||||
| Total commodity risk | $ | (33) | $ | — | $ | 69 | $ | 36 | |||||||||||||||
| Commodity Risk | |||||||||||||||||||||||
| (in millions) | Gross Derivative Balance | Netting | Cash Collateral | Total Derivative Balance | |||||||||||||||||||
| Current assets – other | $ | 58 | $ | (9) | $ | 152 | $ | 201 | |||||||||||||||
| Other noncurrent assets – other | 169 | — | — | 169 | |||||||||||||||||||
| Current liabilities – other | (53) | 9 | 18 | (26) | |||||||||||||||||||
| Noncurrent liabilities – other | (216) | — | — | (216) | |||||||||||||||||||
| Total commodity risk | $ | (42) | $ | — | $ | 170 | $ | 128 | |||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||||||||
At March 31, 2022 | |||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Short-term investments | $ | 245 | $ | — | $ | — | $ | — | $ | 245 | |||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||||||||
| Short-term investments | 73 | — | — | — | 73 | ||||||||||||||||||||||||
| Global equity securities | 2,297 | — | — | — | 2,297 | ||||||||||||||||||||||||
| Fixed-income securities | 1,135 | 831 | — | — | 1,966 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 30 | ||||||||||||||||||||||||
Total nuclear decommissioning trusts (2) | 3,505 | 831 | — | — | 4,366 | ||||||||||||||||||||||||
| Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | — | 27 | 209 | 4 | 240 | ||||||||||||||||||||||||
| Gas | — | 5 | — | 40 | 45 | ||||||||||||||||||||||||
| Total price risk management instruments | — | 32 | 209 | 44 | 285 | ||||||||||||||||||||||||
| Rabbi trusts | |||||||||||||||||||||||||||||
| Fixed-income securities | — | 99 | — | — | 99 | ||||||||||||||||||||||||
| Life insurance contracts | — | 73 | — | — | 73 | ||||||||||||||||||||||||
| Total rabbi trusts | — | 172 | — | — | 172 | ||||||||||||||||||||||||
| Long-term disability trust | |||||||||||||||||||||||||||||
| Short-term investments | 6 | — | — | — | 6 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 145 | ||||||||||||||||||||||||
| Total long-term disability trust | 6 | — | — | — | 151 | ||||||||||||||||||||||||
| TOTAL ASSETS | $ | 3,756 | $ | 1,035 | $ | 209 | $ | 44 | $ | 5,219 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | $ | — | $ | 30 | $ | 233 | $ | (16) | $ | 247 | |||||||||||||||||||
| Gas | — | 11 | — | (9) | 2 | ||||||||||||||||||||||||
| TOTAL LIABILITIES | $ | — | $ | 41 | $ | 233 | $ | (25) | $ | 249 | |||||||||||||||||||
| Fair Value Measurements | |||||||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Netting (1) | Total | ||||||||||||||||||||||||
| Assets: | |||||||||||||||||||||||||||||
| Short-term investments | $ | 289 | $ | — | $ | — | $ | — | $ | 289 | |||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||||||||
| Short-term investments | 22 | — | — | — | 22 | ||||||||||||||||||||||||
| Global equity securities | 2,504 | — | — | — | 2,504 | ||||||||||||||||||||||||
| Fixed-income securities | 1,158 | 866 | — | — | 2,024 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 31 | ||||||||||||||||||||||||
Total nuclear decommissioning trusts (2) | 3,684 | 866 | — | — | 4,581 | ||||||||||||||||||||||||
| Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | — | 9 | 214 | 6 | 229 | ||||||||||||||||||||||||
| Gas | — | 4 | — | 137 | 141 | ||||||||||||||||||||||||
| Total price risk management instruments | — | 13 | 214 | 143 | 370 | ||||||||||||||||||||||||
| Rabbi trusts | |||||||||||||||||||||||||||||
| Fixed-income securities | — | 104 | — | — | 104 | ||||||||||||||||||||||||
| Life insurance contracts | — | 76 | — | — | 76 | ||||||||||||||||||||||||
| Total rabbi trusts | — | 180 | — | — | 180 | ||||||||||||||||||||||||
| Long-term disability trust | |||||||||||||||||||||||||||||
| Short-term investments | 6 | — | — | — | 6 | ||||||||||||||||||||||||
| Assets measured at NAV | — | — | — | — | 132 | ||||||||||||||||||||||||
| Total long-term disability trust | 6 | — | — | — | 138 | ||||||||||||||||||||||||
| TOTAL ASSETS | $ | 3,979 | $ | 1,059 | $ | 214 | $ | 143 | $ | 5,558 | |||||||||||||||||||
| Liabilities: | |||||||||||||||||||||||||||||
| Price risk management instruments (Note 8) | |||||||||||||||||||||||||||||
| Electricity | — | 11 | 248 | (24) | 235 | ||||||||||||||||||||||||
| Gas | — | 10 | — | (3) | 7 | ||||||||||||||||||||||||
| TOTAL LIABILITIES | $ | — | $ | 21 | $ | 248 | $ | (27) | $ | 242 | |||||||||||||||||||
| Fair Value at | ||||||||||||||||||||||||||||||||
| (in millions) | At March 31, 2022 | Valuation Technique | Unobservable Input | |||||||||||||||||||||||||||||
| Fair Value Measurement | Assets | Liabilities | Range (1)/Weighted-Average Price (2) | |||||||||||||||||||||||||||||
| Congestion revenue rights | $ | 180 | $ | 95 | Market approach | CRR auction prices | $ (2,265.69) - 2,265.94 / 0.41 | |||||||||||||||||||||||||
| Power purchase agreements | $ | 29 | $ | 138 | Discounted cash flow | Forward prices | $ (6.75) - 247.15 / 50.98 | |||||||||||||||||||||||||
| Fair Value at | ||||||||||||||||||||||||||||||||
| (in millions) | At December 31, 2021 | Valuation Technique | Unobservable Input | |||||||||||||||||||||||||||||
| Fair Value Measurement | Assets | Liabilities | Range (1)/Weighted-Average Price (2) | |||||||||||||||||||||||||||||
| Congestion revenue rights | $ | 188 | $ | 93 | Market approach | CRR auction prices | $ (40.77) - 2,265.94 / 0.40 | |||||||||||||||||||||||||
| Power purchase agreements | $ | 26 | $ | 155 | Discounted cash flow | Forward prices | $ (7.97) - 256.20 / 47.17 | |||||||||||||||||||||||||
| Price Risk Management Instruments | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Liability balance as of January 1 | $ | (34) | $ | (72) | |||||||
| Net realized and unrealized gains: | |||||||||||
Included in regulatory assets and liabilities or balancing accounts (1) | 10 | (22) | |||||||||
| Liability balance as of March 31 | $ | (24) | $ | (94) | |||||||
| At March 31, 2022 | At December 31, 2021 | ||||||||||||||||||||||
| (in millions) | Carrying Amount | Level 2 Fair Value | Carrying Amount | Level 2 Fair Value | |||||||||||||||||||
| Debt (Note 5) | |||||||||||||||||||||||
PG&E Corporation | $ | 4,618 | $ | 4,610 | $ | 4,619 | $ | 4,796 | |||||||||||||||
| Utility | 32,704 | 30,702 | 31,816 | 35,803 | |||||||||||||||||||
| (in millions) | Amortized Cost | Total Unrealized Gains | Total Unrealized Losses | Total Fair Value | |||||||||||||||||||
| As of March 31, 2022 | |||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||
| Short-term investments | $ | 73 | $ | — | $ | — | $ | 73 | |||||||||||||||
| Global equity securities | 468 | 1,876 | (17) | 2,327 | |||||||||||||||||||
| Fixed-income securities | 2,005 | 38 | (77) | 1,966 | |||||||||||||||||||
Total (1) | $ | 2,546 | $ | 1,914 | $ | (94) | $ | 4,366 | |||||||||||||||
| As of December 31, 2021 | |||||||||||||||||||||||
| Nuclear decommissioning trusts | |||||||||||||||||||||||
| Short-term investments | $ | 22 | $ | — | $ | — | $ | 22 | |||||||||||||||
| Global equity securities | 479 | 2,066 | (10) | 2,535 | |||||||||||||||||||
| Fixed-income securities | 1,938 | 98 | (12) | 2,024 | |||||||||||||||||||
Total (1) | $ | 2,439 | $ | 2,164 | $ | (22) | $ | 4,581 | |||||||||||||||
| As of | |||||
| (in millions) | March 31, 2022 | ||||
| Less than 1 year | $ | 8 | |||
| 1–5 years | 611 | ||||
| 5–10 years | 458 | ||||
| More than 10 years | 889 | ||||
| Total maturities of fixed-income securities | $ | 1,966 | |||
| Three Months Ended March 31, | |||||||||||
| (in millions) | 2022 | 2021 | |||||||||
| Proceeds from sales and maturities of nuclear decommissioning investments | $ | 421 | $ | 551 | |||||||
| Gross realized gains on securities | 56 | 55 | |||||||||
| Gross realized losses on securities | (7) | (13) | |||||||||
| Loss Accrual (in millions) | |||||
Balance at December 31, 2021 | $ | 769 | |||
| Accrued Losses | — | ||||
Payments | (4) | ||||
Balance at March 31, 2022 | $ | 765 | |||
| Loss Accrual (in millions) | |||||
Balance at December 31, 2021 | $ | 211 | |||
| Accrued Losses | — | ||||
| Payments | (34) | ||||
Balance at March 31, 2022 | $ | 177 | |||
| Potential Recovery Source (in millions) | 2021 Dixie fire | ||||
| Insurance | $ | 562 | |||
| FERC TO rates | 102 | ||||
| WEMA | 350 | ||||
| Wildfire Fund | 150 | ||||
Probable recoveries at March 31, 2022 | $ | 1,164 | |||
| Insurance Receivable (in millions) | 2021 Dixie fire | 2020 Zogg fire | 2019 Kincade fire | Total | |||||||||||||||||||
Balance at December 31, 2021 | $ | 563 | $ | 270 | $ | 414 | $ | 1,247 | |||||||||||||||
Accrued insurance recoveries (1) | (1) | 1 | — | — | |||||||||||||||||||
Reimbursements (2) | — | (43) | — | (43) | |||||||||||||||||||
Balance at March 31, 2022 | $ | 562 | $ | 228 | $ | 414 | $ | 1,204 | |||||||||||||||
| Balance at | |||||||||||
| (in millions) | March 31, 2022 | December 31, 2021 | |||||||||
| Topock natural gas compressor station | $ | 296 | $ | 299 | |||||||
| Hinkley natural gas compressor station | 121 | 123 | |||||||||
Former MGP sites owned by the Utility or third parties (1) | 662 | 667 | |||||||||
Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites (2) | 112 | 104 | |||||||||
Fossil fuel-fired generation facilities and sites (3) | 70 | 70 | |||||||||
| Total environmental remediation liability | $ | 1,261 | $ | 1,263 | |||||||
| 32.1 | ** | |||||||
| 32.2 | ** | |||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SC | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CA | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
101.LA | XBRL Taxonomy Extension Labels Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 101.DE | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| PG&E CORPORATION | ||
| /s/ CHRISTOPHER A. FOSTER | ||
| Christopher A. Foster Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer) | ||
| PACIFIC GAS AND ELECTRIC COMPANY | ||
| /s/ DAVID S. THOMASON | ||
| David S. Thomason Vice President, Chief Financial Officer and Controller (duly authorized officer and principal financial officer) | ||
| PG&E AR FACILITY, LLC | ||||||||
as Buyer | ||||||||
| By: | /s/ Margaret K. Becker | |||||||
Name: | Margaret K. Becker | |||||||
Title: | Vice President and Treasurer | |||||||
| PACIFIC GAS AND ELECTRIC COMPANY, | ||||||||
as the Servicer and as the Originator | ||||||||
| By: | /s/ Margaret K. Becker | |||||||
Name: | Margaret K. Becker | |||||||
Title: | Vice President and Treasurer | |||||||
| MUFG BANK, LTD., | ||||||||
as Administrative Agent | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| MUFG BANK, LTD., | ||||||||
as Group Agent for the MUFG Group | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| MUFG BANK, LTD., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| VICTORY RECEIVABLES CORPORATION, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ Kevin J. Corrigan | |||||||
Name: | Kevin J. Corrigan | |||||||
Title: | Vice President | |||||||
| MIZUHO BANK, LTD., | ||||||||
as Group Agent for the Mizuho Group | ||||||||
| By: | /s/ Richard A. Burke | |||||||
Name: | Richard A. Burke | |||||||
Title: | Managing Director | |||||||
| MIZUHO BANK, LTD., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Richard A. Burke | |||||||
Name: | Richard A. Burke | |||||||
Title: | Managing Director | |||||||
| BNP PARIBAS, | ||||||||
as Group Agent for the BNP Group | ||||||||
| By: | /s/ Chris Fukuoka | |||||||
Name: | Chris Fukuoka | |||||||
Title: | Director | |||||||
| By: | /s/ Jonathan Banks | |||||||
Name: | Jonathan Banks | |||||||
Title: | Director | |||||||
| BNP PARIBAS, | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Chris Fukuoka | |||||||
Name: | Chris Fukuoka | |||||||
Title: | Director | |||||||
| By: | /s/ Jonathan Banks | |||||||
Name: | Jonathan Banks | |||||||
Title: | Director | |||||||
| STARBIRD FUNDING CORPORATION, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ David V. DeAngelis | |||||||
Name: | David V. DeAngelis | |||||||
Title: | Vice President | |||||||
| JPMORGRAN CHASE BANK, N.A., | ||||||||
as Group Agent for the JPM Group | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| JPMORGRAN CHASE BANK, N.A., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| JUPITER SECURITIZATION COMPANY LLC, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| PG&E AR FACILITY, LLC | ||||||||
| By: | /s/ Margaret K. Becker | |||||||
Name: | Margaret K. Becker | |||||||
Title: | Vice President and Treasurer | |||||||
| PACIFIC GAS AND ELECTRIC COMPANY, | ||||||||
as the Servicer and as Retention Holder | ||||||||
| By: | /s/ Margaret K. Becker | |||||||
Name: | Margaret K. Becker | |||||||
Title: | Vice President and Treasurer | |||||||
| MUFG BANK, LTD., | ||||||||
as Administrative Agent | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| MUFG BANK, LTD., | ||||||||
as Group Agent for the MUFG Group | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| MUFG BANK, LTD., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Eric Williams | |||||||
Name: | Eric Williams | |||||||
Title: | Managing Director | |||||||
| VICTORY RECEIVABLES CORPORATION, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ Kevin J. Corrigan | |||||||
Name: | Kevin J. Corrigan | |||||||
Title: | Vice President | |||||||
| MIZUHO BANK, LTD., | ||||||||
as Group Agent for the Mizuho Group | ||||||||
| By: | /s/ Richard A. Burke | |||||||
Name: | Richard A. Burke | |||||||
Title: | Managing Director | |||||||
| MIZUHO BANK, LTD., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Richard A. Burke | |||||||
Name: | Richard A. Burke | |||||||
Title: | Managing Director | |||||||
| BNP PARIBAS, | ||||||||
as Group Agent for the BNP Group | ||||||||
| By: | /s/ Chris Fukuoka | |||||||
Name: | Chris Fukuoka | |||||||
Title: | Director | |||||||
| By: | /s/ Jonathan Banks | |||||||
Name: | Jonathan Banks | |||||||
Title: | Director | |||||||
| BNP PARIBAS, | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Chris Fukuoka | |||||||
Name: | Chris Fukuoka | |||||||
Title: | Director | |||||||
| By: | /s/ Jonathan Banks | |||||||
Name: | Jonathan Banks | |||||||
Title: | Director | |||||||
| STARBIRD FUNDING CORPORATION, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ David V. DeAngelis | |||||||
Name: | David V. DeAngelis | |||||||
Title: | Vice President | |||||||
| JPMORGRAN CHASE BANK, N.A., | ||||||||
as Group Agent for the JPM Group | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| JPMORGRAN CHASE BANK, N.A., | ||||||||
as a Committed Lender | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| JUPITER SECURITIZATION COMPANY LLC, | ||||||||
as a Conduit Lender | ||||||||
| By: | /s/ Corina Mills | |||||||
Name: | Corina Mills | |||||||
Title: | Executive Director | |||||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. | ||||
| Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
| Vesting of Restricted Stock Units | As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). •40% of the Restricted Stock Units will vest on the first anniversary of the Date of Grant. •60% of the Restricted Stock Units will vest on the second anniversary of the Date of Grant. The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
| Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
| Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstanding vested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but not later than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or (3) “separation from service,” within the meaning of Code Section 409A within 2 years following a Change in Control. | ||||
| Voluntary Termination | In the event of your voluntary termination (other than your resignation for “Good Reason” as defined in Section 3(a)(9) of the PG&E Corporation 2012 Officer Severance Policy (without regard to the requirement that such “Good Reason” event occur during a “Covered Period” and assuming that you are an “Executive Officer” for purposes of the definition of “Good Reason”)), all unvested Restricted Stock Units will be cancelled on the date of termination, and you will repay to PG&E Corporation the value of the vested Restricted Stock Units. | ||||
| Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. | ||||
| Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause, 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 (as defined in Code Section 409A) while you are employed, all of your Restricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occurs following the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability. | ||||
| Termination Due to Disposition of Subsidiary | If your employment is terminated (other than for cause or 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 Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
| Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal Vesting Schedule, subject to the earlier settlement provisions of this Agreement. | ||||
| Termination In Connection with a Change in Control | If you separate from service (other than termination for cause or 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 Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
| Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
| Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
| Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative. | ||||
| No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. | ||||
| Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 21, 2018 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. | ||||
| Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
| Vesting of Restricted Stock Units | As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
| Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
| Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
| Voluntary Termination | In the event of your voluntary termination [(other than Retirement)], all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
| Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, or your voluntary termination[, or your Retirement])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 as soon as practicable following the date of such separation from service, taking into account any acceleration on account of termination or a change in control. In the event of such a separation 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. | ||||
| Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
| Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
| Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
| Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative. | ||||
| No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. | ||||
| Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of the Officer Severance Policy, and provisions of the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 19, 2019 and available on the PG&E@Work internet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. | ||||
| Grant of Restricted Stock Units | PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. The Restricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP. | ||||
| Vesting of Restricted Stock Units | As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to this Agreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the “Normal Vesting Schedule”). <vesting_schedule> The amounts payable upon each vesting date are hereby designated separate payments for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Code”). Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of your employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence of certain events. | ||||
| Dividends | Restricted Stock Units will accrue Dividend Equivalents in the event that cash dividends are paid with respect to PG&E Corporation common stock having a record date prior to the date on which the RSUs are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted Stock Units. | ||||
| Settlement | Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after the Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after the applicable vesting date) except as set forth elsewhere in this Agreement. | ||||
| Voluntary Termination | In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on the date of termination. | ||||
| Retirement | In the event of your Retirement, any unvested Restricted Stock Units that would have vested within the 12 months following such Retirement had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement; provided, however, that in the event of your Retirement within 2 years following a Change in Control, those Restricted Stock Units that would have vested within 12 months following such Retirement will be vested and settled as soon as practicable after (but not later than 60 days after) the date of such Retirement. All other unvested Restricted Stock Units will be cancelled. Your voluntary termination of employment will be considered Retirement if you are age 55 or older on the date of termination (other than termination for cause) and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. | ||||
| Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested Restricted Stock Units will be cancelled on the date of termination. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. | ||||
| Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause, 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 (as defined in Code Section 409A) while you are employed, all of your Restricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occurs following the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of your death or Disability. | ||||
| Termination Due to Disposition of Subsidiary | If your employment is involuntarily terminated other than for cause (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Code Section 424(f), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your Restricted Stock Units will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||
| Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither so assumed nor so continued by the Acquiror, and the Acquiror does not provide a substantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vest immediately preceding and contingent on, the Change in Control and be settled as soon as practicable following the date of the Change in Control. | ||||
| Termination In Connection with a Change in Control | If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) 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 as soon as practicable following the date of such separation from service, taking into account any acceleration on account of termination or a change in control. In the event of such a separation 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. | ||||
| Delay | PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “key employees” of certain publicly-traded companies); in such event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following the date of your “separation from service” under Section 409A (or shorter period ending on the date of your death following such separation) will instead be issued on the first business day following the expiration of the applicable delay period. | ||||
| Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of Restricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||
| Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of such leave is not guaranteed by statute or contract, then you will be deemed to have had a “separation from service” for purposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is due to a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of your position of employment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||
| Voting and Other Rights | You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent). No Restricted Stock Units and no shares of Stock that have not been issued hereunder may be sold, assigned, transferred, pledged, or otherwise encumbered, other than by will or the laws of decent and distribution, and the Restricted Stock Units may be exercised during the life of the Recipient only by the Recipient or the Recipient’s guardian or legal representative. | ||||
| No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. | ||||
| Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporation from time to time, including provisions of the Officer Severance Policy, and provisions of the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 19, 2019 and available on the PG&E@Work internet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| The LTIP and Other Agreements | This Agreement and the above cover sheet constitute the entire understanding between you and PG&E Corporation regarding the performance share units, subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflict or inconsistency between the provisions of this Agreement or the above cover sheet and the LTIP, the LTIP will govern. Capitalized terms that are not defined in this Agreement or the above cover sheet are defined in the LTIP. In the event of any conflict between the provisions of this Agreement or the above cover sheet and the PG&E Corporation 2012 Officer Severance Policy, this Agreement or the above cover sheet will govern, as applicable. The LTIP provides the Committee with sole discretion to adjust the performance award formula, including adjustments to performance measures or targets that may make attainment of target pay easier or more difficult to attain. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the Participating Company Group. | ||||
Grant of Performance Shares | PG&E Corporation grants you the number of performance share units shown on the cover sheet of this Agreement (the “Performance Shares”). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP. | ||||
Vesting of Performance Shares Settlement in Shares/ Performance Goals | As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon [the third anniversary of the Date of Grant specified on the cover sheet/<vesting date>], in all cases subject to any requirenments that awards be helf for at least three years following the Date of Grant. Except as described below, all Performance Shares that have not vested will be cancelled upon termination of your employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of Withholding Taxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vested Performance Shares by the “payout percentage” determined as follows during the three-year performance period from <date> through <date> (“Performance Period”) (except as set forth elsewhere in this Agreement), rounded to the nearest whole number. | ||||
The Performance Shares have <description of performance goals (measures, targets, including percent allocation between measure categories)> (as described in Exhibit A). Subject to rounding considerations, for each measure, if performance is below threshold, the payout percentage will be 0%; if performance is at threshold, the payout percentage will be 50%; if performance is at target, the payout percentage will be 100%; and if performance is at or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between threshold and maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or target and maximum, as appropriate. Notwithstanding the foregoing, the final payout will be determined in the discretion of the Committee, including any decision to reduce or forego payment entirely. As part of exercising such discretion, the Committee will take into consideration, without limitation, public, employee, and contractor safety performance. Notwithstanding the foregoing, the final payout percentage, if any, will be determined as soon as practicable following the date that the Committee determines the extent to which the performance goal has been attained. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than the Vesting Date, and not later than sixty (60) days after the Vesting Date. | |||||
| Dividends | Each time that PG&E Corporation declares a dividend on its shares of common stock, an amount equal to the dividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If you receive a Performance Share settlement in accordance with the preceding section, at that same time you also will receive a cash payment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | ||||
| Voluntary Termination | If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. | ||||
| Termination for Cause | If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, all of the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to your Performance Shares will be forfeited. In general, termination for “cause” means termination of employment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause. | ||||
| Termination other than for Cause | If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited, unless your termination of employment was in connection with a Change in Control as provided below. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within sixty (60) days of the Vesting Date, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | ||||||||||
Retirement | If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during the Performance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within sixty (60) days of the Vesting Date, based on the same payout percentage applied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. Your voluntary termination of employment will be considered a Retirement if you are age 55 or older on the date of termination and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination of your employment. | ||||||||||
| Death/Disability | If your employment terminates due to your death or Disability (as defined in Code Section 409A) before the Vesting Date, all of your Performance Shares will immediately vest in full as to the service requirement. Upon termination due to death prior to the Vesting Date, vested Performance Shares will be settled as soon as practicable, assuming target performance. Upon termination due to disability prior to the Vesting Date, Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date, and in any event within sixty (60) days of the Vesting Date, based on the same payout percentage applied to active employees. At the time of settlement you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any. | ||||||||||
| Termination Due to Disposition of Subsidiary | If your employment is involunrtrily terminated (other than for cause) (1) by reason of a divestiture or change in control of a subsidiary of PG&E Corporation for which you provide services, which divestiture or change in control results in such subsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation for which you provide services, then your outstanding Performance Shares will vest and be settled in the same manner as for a “Termination other than for Cause” described above. | ||||||||||
| Change in Control | In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without your consent, either assume or continue PG&E Corporation’s rights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement. If the Acquiror assumes or continues PG&E Corporation’s rights and obligations under this Agreement or substitutes a substantially equivalent award, Performance Shares will vest in full (not on a pro-rata basis) on the Vesting Date, provided you have remained continuously employed with the Acquiror or an affiliate thereof through such date, and settlement will occur as soon as practicable after the Vesting Date, and in any event within sixty (60) days of the Vesting Date. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target, resulting in a payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither assumed nor continued by the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Shares subject to this Agreement, all of your outstanding Performance Shares will vest in full (and not pro-rata) and become nonforfeitable on the date of the Change in Control. Such vested Performance Shares will be settled as soon as practicable following the date of the Change in Control. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | ||||||||||
| Termination In Connection with a Change in Control | If your employment is terminated by PG&E Corporation other than for cause within two years following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon failure of the Acquiror to assume or continue this award) will vest in full (and not pro-rata) and become nonforfeitable on the date of termination of your employment. If your employment is terminated by PG&E Corporation other than for cause within three months before a Change in Control occurs, all of your outstanding Performance Shares will vest in full (and not pro-rata) and become nonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Shares through the date of termination of your employment) as of the date of termination of your employment. Such vested Performance Shares will be settled as soon as practicable following your termination, taking into account any acceleration on account of termination or a Change in Control. At that time you also will receive a cash payment, if any, equal to the amount of dividends accrued with respect to your vested Performance Shares multiplied by the same overall payout percentage used to determine the number of shares you are entitled to receive, if any. Performance for all measures will be deemed to have been achieved at target and the payout percentage will be 100%. | ||||||||||
| Withholding Taxes | The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of your Performance Shares will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&E Corporation in connection with the Performance Shares determined using the applicable minimum statutory withholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State Disability Insurance tax (“Withholding Taxes”). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above. | ||||||||||
| Leaves of Absence | For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to active employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disability benefits, you will be considered to have voluntarily terminated your employment. See above under “Voluntary Termination.” PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and when your employment terminates for all purposes under this Agreement. | ||||||||||
| No Retention Rights | This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment at any time and for any reason. | ||||
| Recoupment of Awards | Awards are subject to recoupment in accordance with any applicable legal requirement and any recoupment policy adopted by the Corporation from time to time, including provisions of the Officer Severance Policy, and provisions of the PG&E Corporation and Pacific Gas and Electric Company Executive Incentive Compensation Recoupment Policy, as last revised on February 19, 2019 and available on the PG&E@Work intranet site for the Long-Term Incentive Plan (the policy and location may be changed from time to time by PG&E Corporation). | ||||
| Applicable Law | This Agreement will be interpreted and enforced under the laws of the State of California. | ||||
| Positions | Total Stock Ownership Target | ||||
| Chairman, CEO and President, PG&E Corporation | 6x base salary | ||||
| EVPs, PG&E Corporation and Pacific Gas and Electric Company (Utility) | 3x base salary | ||||
| SVPs of PG&E Corporation and Utility | 2x base salary | ||||
| VPs of PG&E Corporation and Utility | 1x base salary | ||||
| Date: April 28, 2022 | /s/ PATRICIA K. POPPE | ||||
| Patricia K. Poppe | |||||
| Chief Executive Officer | |||||
| Date: April 28, 2022 | /s/ CHRISTOPHER A. FOSTER | ||||
| Christopher A. Foster | |||||
| Executive Vice President and Chief Financial Officer | |||||
| Date: April 28, 2022 | /s/ ADAM L. WRIGHT | ||||
| Adam L. Wright | |||||
| Executive Vice President, Operations and Chief Operating Officer | |||||
| Date: April 28, 2022 | /s/ MARLENE M. SANTOS | ||||
Marlene M. Santos | |||||
| Executive Vice President and Chief Customer Officer | |||||
| Date: April 28, 2022 | /s/ JASON M. GLICKMAN | ||||
| Jason M. Glickman | |||||
| Executive Vice President, Engineering, Planning, and Strategy | |||||
| Date: April 28, 2022 | /s/ DAVID S. THOMASON | ||||
| David S. Thomason | |||||
| Vice President, Chief Financial Officer and Controller | |||||
| /s/ PATRICIA K. POPPE | |||||
Patricia K. Poppe | |||||
| Chief Executive Officer | |||||
| /s/ CHRISTOPHER A. FOSTER | |||||
Christopher A. Foster | |||||
| Executive Vice President and Chief Financial Officer | |||||
| /s/ ADAM L. WRIGHT | |||||
Adam L. Wright | |||||
| Executive Vice President, Operations and Chief Operating Officer | |||||
| /s/ MARLENE M. SANTOS | |||||
Marlene M. Santos | |||||
Executive Vice President and Chief Customer Officer | |||||
| /s/ JASON M. GLICKMAN | |||||
Jason M. Glickman | |||||
Executive Vice President, Engineering, Planning, and Strategy | |||||
| /s/ DAVID S. THOMASON | |||||
| David S. Thomason | |||||
| Vice President, Chief Financial Officer and Controller | |||||