PCG 10-Q Quarterly Report Sept. 30, 2020 | Alphaminr
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PCG 10-Q Quarter ended Sept. 30, 2020

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PG&E CORP
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TABLE OF CONTENTS
Part I. Financial InformationItem 1. Condensed Consolidated Financial StatementsNote 1: Organization and Basis Of PresentationNote 2: Bankruptcy FilingNote 3: Summary Of Significant Accounting PoliciesNote 4: Regulatory Assets, Liabilities, and Balancing AccountsNote 5: DebtNote 6: EquityNote 7: Earnings Per ShareNote 8: DerivativesNote 9: Fair Value MeasurementsNote 10: Wildfire-related ContingenciesNote 11: Other Contingencies and CommitmentsItem 2. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 3. Quantitative and Qualitative Disclosures About Market RiskItem 4. Controls and ProceduresPart II. Other InformationItem 1. Legal ProceedingsItem 1A. Risk FactorsItem 2. Unregistered Sales Of Equity Securities and Use Of ProceedsItem 5. Other InformationItem 6. Exhibits

Exhibits

2.1 Confirmation Order, dated June 20, 2020 (incorporated by reference to PG&E Corporations Form 8-K dated June 20, 2020 (File No. 1-12609), Exhibit 2.1) 3.1 Amended and Restated Articles of Incorporation of PG&E Corporation,effective as of May 29, 2002, as amended by the Amendment dated June 22, 2020 (incorporated by reference to PG&E Corporations Form 8 K dated June 20, 2020 (File No. 1-12609), Exhibit 3.1) 3.3 Bylaws of PG&E Corporation,Amended and Restated as of June 22, 2020 (incorporated by reference to PG&E Corporations Form 8-K dated June 20, 2020 (File No. 1-12609), Exhibit 3.3) 3.4 Amended and Restated Articles of Incorporation of Pacific Gas and Electric Company,effective as of June 22, 2020 (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 20, 2020 (File No. 1-2348), Exhibit 3.2) 3.5 Bylaws of Pacific Gas and Electric Company, Amended and Restated as of June 22, 2020 (incorporated by reference in Form 8-K dated June 20, 2020 (File No. 1-2348), Exhibit 3.4) 4.1 Indenture of Mortgage, dated as of June 19, 2020, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 19, 2020 (File No. 1-2348), Exhibit 4.1) 4.2 First Supplemental Indenture, dated as of June 19, 2020, relating to the Mortgage Bonds between Pacific Gas and Electric Company and the Trustee (including the form of Mortgage Bonds of each series) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 19, 2020 (File No. 1-2348), Exhibit 4.2) 4.3 Indenture, dated as of June 23, 2020, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-12609), Exhibit 4.1) 4.4 First Supplemental Indenture, dated as of June 23, 2020, relating to the Notes among PG&E Corporation, the Trustee and JP Morgan Chase Bank N.A., as collateral agent (including the form of Notes for each series) (incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-2609), Exhibit 4.2) 4.5 Escrow Deposit and Disbursement Agreement, dated as of June 23, 2020, by and among PG&E Corporation, The Bank of New York Mellon Trust Company, N.A., as escrow agent, and the Trustee (incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-2609), Exhibit 4.3) 4.6 Calculation Agency Agreement, dated as June 19, 2020, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A, as calculation agent (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 19, 2020 (File No. 1-2348), Exhibit 4.3) 4.7 Escrow Deposit and Disbursement Agreement, dated as of June 19, 2020, by and among Pacific Gas and Electric Company, The Bank of New York Mellon Trust Company, N.A., as escrow agent, and the Trustee (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 19, 2020 (File No. 1-2348), Exhibit 4.4) 4.8 Third Supplemental Indenture, dated as of July 1, 2020, to the Indenture of Mortgage,dated as ofJune 19, 2020,between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including forms of the New Short-Term Bonds and the New Long-Term Bonds) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.1) 4.9 Fourth Supplemental Indenture, dated as of July 1, 2020, to the Indenture of Mortgage,dated as of June 19, 2020,between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including forms of the Funded Debt Exchange Bonds) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.2) 4.10 Thirtieth Supplemental Indenture, dated as of July 1, 2020, to the Amended and Restated Indenture, dated as of April 22, 2005, between Pacific Gas and Electric Company and BOKF, N.A., as trustee (including forms of certain series of Reinstated Senior Notes) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.3) 4.11 First Supplemental Indenture, dated as of July 1, 2020, to the Indenture, dated as of November 29, 2017, between Pacific Gas and Electric Company and BOKF, N.A., as trustee (including forms of certain series of Reinstated Senior Notes) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.4) 4.12 Second Supplemental Indenture, dated as of July 1, 2020, to the Indenture, dated as of August 6, 2018, between Pacific Gas and Electric Company and BOKF, N.A., as trustee (including forms of certain series of Reinstated Senior Notes) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated July 2, 2020 (File No. 1-2348), Exhibit 4.5) 4.13 Second Supplemental Indenture, dated as of July 1, 2020, to the Indenture of Mortgage,dated as of June 19,2020,between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including forms of the Senior Notes Collateral Bonds) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.6) 4.14 Fifth Supplemental Indenture, dated as of July 1, 2020,to the Indenture of Mortgage,dated as of June 19, 2020,between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee (including forms of the Credit Agreement Collateral Bonds) (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 4.7) 4.15 Sixth Supplemental Indenture, dated as of August 1, 2020, to the Indenture of Mortgage, dated as of June 19, 2020, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., as trustee 4.16 Pledge Agreement, dated as of October 5, 2020, by and between Pacific Gas and Electric Company and MUFG (incorporated by reference to PG&E Corporations Form 8-K dated October 5, 2020 (File No. 1-12609), Exhibit 4.1) 10.1 Settlement Agreement,dated April 21, 2020,by and among the TCC, PG&E Corporation, Pacific Gas and Electric Company, FEMA, the SBA, the Department of Agriculture, the Department of the Interior, the United States Department of Housing and Urban Development and the General Services Administration (incorporated by reference to PG&E Corporations Form 10-Q dated May 1, 2020 (File No. 1-12609), Exhibit 10.7) 10.2 Settlement Agreement,dated April 21, 2020,by and among the TCC, PG&E Corporation, Pacific Gas and Electric Company, Cal DDS, Cal DTSC, Cal Fire, Cal OES, Cal Parks, CSU, Caltrans and Cal Vet (incorporated by reference to PG&E Corporations Form 10-Q dated May 1, 2020 (File No. 1 12609), Exhibit 10.8) 10.3 Utility RCF Commitment Letter, dated May 26, 2020, by and among Pacific Gas and Electric Company, J.P. Morgan Chase Bank, N.A., and Citibank, N.A., as co-administrative agents, and the commitment party thereto (incorporated by reference to Pacific Gas and Electric Companys Form 8 K dated May 26, 2020 (File No. 1-2348), Exhibit 10.1) 10.4 Utility Term Loan Commitment Letter, dated May 26, 2020, by and among Pacific Gas and Electric Company, J.P. Morgan Chase Bank, N.A., as administrative agent, and the commitment party thereto (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated May 26, 2020 (File No. 1-2348), Exhibit 10.2) 10.5 Corporation RCF Commitment Letter, dated May 26, 2020, by and among PG&E Corporation, J.P. Morgan Chase Bank, N.A., as administrative agent and collateral agent, and the commitment parties party thereto. (incorporated by reference to PG&E Corporations Form 8-K dated May 26, 2020 (File No. 1-12609), Exhibit 10.3) 10.6 * Form of Consent Form (incorporated by reference to PG&E Corporations Form 8-K dated June 7, 2020 (File No. 1-12609), Exhibit 10.1) 10.7 Schedule Relating to Form of Consent Form (incorporated by reference to PG&E Corporations Form 8-K dated June 9, 2020 (File No. 1-12609), Exhibit 10.1) 10.8 Exhibit A to Consent Form Form of Amended and Restated Chapter 11 Plan Backstop Commitment Letter (incorporated by reference to PG&E Corporations Form 8-K dated June 7, 2020 (File No. 1 12609), Exhibit 10.2) 10.9 Exhibit B to Consent Form Redeemable Forward Stock Purchase Contract Term Sheet (incorporated by reference to PG&E Corporations Form 8-K dated June 7, 2020 (File No. 1-12609), Exhibit 10.2) 10.10 Investment Agreement among PG&E Corporation and the Investors listed in Schedule A thereto (incorporated by reference to PG&E Corporations Form 8-K dated June 7, 2020 (File No. 1-12609), Exhibit 10.4) 10.11 ** Agreement to Enter Into Lease and Purchase Option, dated June 5, 2020,between Pacific Gas and Electric Company and TMG Bay Area Investments II, LLC (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 5, 2020 (File No. 1-2348), Exhibit 10.1) 10.12 ** Office Lease, dated as of October 23, 2020, by and between Pacific Gas and Electric Company and BA2 300 Lakeside LLC 10.13 Underwriting Agreement,dated June 16, 2020, by and among Pacific Gas and Electric Company, J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets and Goldman Sachs & Co. LLC (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 19, 2020 (File No. 1-2348), Exhibit 1.1) 10.14 Underwriting Agreement,dated June 18, 2020, by and among PG&E Corporation, J.P. Morgan Securities LLC, Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets and Goldman Sachs & Co. LLC (incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-2609), Exhibit 1.1) 10.15 Term Loan Agreement, dated June 23, 2020,by and among Company, J.P. Morgan Chase Bank, N.A., as administrative agent, and the lenders party thereto (incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-12609), Exhibit 10.1) 10.16 *** Form of Forward Stock Purchase Agreement (incorporated by reference to PG&E Corporations Form 8-K dated June 19, 2020 (File No. 1-12609), Exhibit 10.1) 10.17 Underwriting Agreement,dated June 25, 2020, by and among PG&E Corporation, Goldman Sachs & Co., LLC and J.P. Morgan Securities, LLC, as representatives of the several underwriters named in Schedule I thereto, in respect of the Common Stock Offering (incorporated by reference to PG&E Corporations Form 8-K dated June 25, 2020 (File No. 1-12609), Exhibit 10.1) 10.18 Underwriting Agreement,dated June 25, 2020, by and among PG&E Corporation, Goldman Sachs & Co., LLC and J.P. Morgan Securities, LLC, as representatives of the several underwriters named in Schedule I thereto, in respect of the Equity Units Offering (incorporated by reference to PG&E Corporations Form 8-K dated June 25, 2020 (File No. 1-12609), Exhibit 10.2) 10.19 Pledge Agreement, dated as of July 1, 2020, by and among PG&E Corporation, J.P. Morgan Chase Bank, N.A., as collateral agent, revolving administrative agent and term administrative agent, The Bank of New York Mellon Trust Company, N.A., and the secured representatives party thereto from time to time (incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 4.8) 10.20 Purchase Contract and Unit Agreement, dated July 1, 2020, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as purchase contract agent and attorney-in-fact for the holders from time to time as provided therein (incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 4.9) 10.21 Custodial Agreement, dated July 1, 2020, between The Bank of New York Mellon Trust Company, N.A., as purchase contract agent and The Bank of New York Mellon Trust Company, N.A., as custodian (incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 4.12) 10.22 Tax Benefits Payment Agreement, dated July 1, 2020, between PG&E Corporation and the Fire Victim Trust (incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 10.1) 10.23 Registration Rights Agreement, dated July 1, 2020, between the Fire Victim Trust and PG&E Corporation (incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 10.2) 10.24 Credit Agreement, dated as of July 1, 2020, by and among PG&E Corporation, the several lenders from time to time party thereto, J.P. Morgan Chase Bank, N.A., as administrative agent, and J.P. Morgan Chase Bank, N.A., as collateral agent(incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 10.3) 10.25 Term Loan Credit Agreement, dated as of July 1, 2020, by and among Pacific Gas and Electric Company, the several lenders from time to time party thereto and J.P. Morgan Chase Bank, N.A., as administrative agent(incorporated by reference to Pacific Gas and Electric Companys Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 10.4) 10.26 Credit Agreement, dated as of July 1, 2020, by and among Pacific Gas and Electric Company, the several lenders from time to time party thereto, J.P. Morgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as designated agent(incorporated by reference to PG&E Corporations Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 10.5) 10.27 Purchase and Sale Agreement,dated as of October 5, 2020, by and between PG&E AR Facility, LLC, as buyer, and Pacific Gas and Electric Company in its capacity as initial Servicer and in its capacity as Originator (incorporated by reference to PG&E Corporations Form 8-K dated October 5, 2020 (File No. 1-12609), Exhibit 10.1) 10.28 Receivables Financing Agreement, dated as of October 5, 2020, by and among PG&E AR Facility, LLC, as borrower, Pacific Gas and Electric Company, in its individual capacity and as initial Servicer, the Persons from time to time party thereto as Lenders and Group Agents and MUFG Bank, Ltd., as Administrative Agent on behalf of the Credit Parties (incorporated by reference to PG&E Corporations Form 8-K dated October 5, 2020 (File No. 1-12609), Exhibit 10.2) 10.29 Collection Account Intercreditor Agreement, dated as of October 5, 2020, by and among Pacific Gas and Electric Company, MUFG and each trustee, indenture trustee, lender administrative agent, collateral agent, purchaser or other party described in Exhibit A therein (incorporated by reference to PG&E Corporations Form 8-K dated October 5, 2020 (File No. 1-12609), Exhibit 10.3) 10.30 Amendment to the 2014 Long-Term Incentive Plan, effective as of July 1, 2020(incorporated by reference to PG&E Corporations Form 8-K dated July 1, 2020 (File No. 1-12609), Exhibit 10.1) 10.31 ***** Restricted Stock Unit Award Agreement between PG&E Corporation and William L. Smith, dated August 3, 2020 10.32 ***** Non-Annual Restricted Stock Unit Award Agreement between PG&E Corporation and John Simon, dated August 14, 2020 10.33 ***** Non-Annual Restricted Stock Unit Award Agreement between PG&E Corporation and Jason Wells, dated August 14, 2020 10.34 ***** Performance Share Award Agreement between PG&E Corporation and James Welsch, dated March 2, 2020 10.35 ***** Performance Share Award Agreement between PG&E Corporation and Michael Lewis, dated March 2, 2020 10.36 ***** Performance Share Award Agreement between PG&E Corporation and William L. Smith, dated August 3, 2020 10.37 ***** Performance Share Award Agreement PG&E Corporation and David Thomason, dated March 2, 2020 10.38 ***** Separation Agreement between Andy Vesey and Pacific Gas and Electric Company dated, September 21, 2020 10.39 ***** Separation Agreement between Pacific Gas and Electric Company and Janet Loduca, dated July 17, 2020 (last amended effective July 23, 2020) 10.40 ***** PG&E Corporation 2014 Long-Term Incentive Plan (as adopted effective May 12, 2014 and as last amended effective July 1, 2020) 10.41 ***** Form of Performance Share Award Agreement under the PG&E Corporation 2014 Long-Term Incentive Plan 10.42 ***** PG&E Corporation 2012 Officer Severance Policy, as amended effective as of September 24, 2020 31.1 Certifications of Principal Executive Officer and Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002 31.2 Certifications of Principal Executive Officerand Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002 32.1 **** Certifications of Principal Executive Officer and Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002 32.2 **** Certifications of Principal Executive Officers and Principal Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002