2010 FERC Form 1 - Pacific Gas and Electric Company
2010 FERC Form 1 - Pacific Gas and Electric Company
2010 FERC Form 1 - Pacific Gas and Electric Company
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Name of Respondent<br />
PACIFIC GAS AND ELECTRIC COMPANY<br />
This Report is:<br />
(1) X An Original<br />
(2) A Resubmission<br />
Date of Report<br />
(Mo, Da, Yr)<br />
04/08/2011<br />
Year/Period of Report<br />
<strong>2010</strong>/Q4<br />
NOTES TO FINANCIAL STATEMENTS (Continued)<br />
the amount of dividend equivalents associated with the vested RSUs that have accrued since the date of grant.<br />
The weighted average grant-date fair value per RSU granted during <strong>2010</strong> <strong>and</strong> 2009 was $42.97 <strong>and</strong> $35.53, respectively. The<br />
total fair value of RSUs that vested during <strong>2010</strong> <strong>and</strong> 2009 was $5 million <strong>and</strong> less than $1 million, respectively. As of December 31,<br />
<strong>2010</strong>, $21 million of total unrecognized compensation costs related to nonvested RSUs are expected to be recognized over the<br />
remaining weighted average period of 2.70 years.<br />
The following table summarizes RSU activity for <strong>2010</strong>:<br />
Number of<br />
Weighted Average Grant-<br />
Restricted Stock Units<br />
Date Fair Value<br />
Nonvested at January 1 664,992 $ 35.78<br />
Granted 640,060 $ 42.97<br />
Vested (125,651) $ 35.60<br />
Forfeited (25,005) $ 37.61<br />
Nonvested at December 31 1,154,396 $ 39.74<br />
Performance Shares<br />
On March 10, <strong>2010</strong>, PG&E Corporation granted 605,275 contingent performance shares to eligible employees under the 2006<br />
LTIP. Unlike performance shares awarded in prior periods (see below), which settle in cash, <strong>2010</strong> grants will be settled in PG&E<br />
Corporation common stock <strong>and</strong> are classified as share-based equity awards. Performance shares granted <strong>and</strong> outst<strong>and</strong>ing prior to <strong>2010</strong><br />
will not be modified <strong>and</strong> will continue to be paid <strong>and</strong> settled in cash. The vesting of the performance shares granted in <strong>2010</strong> is<br />
dependent upon three years of continuous service. Additionally the amount of common stock that recipients are entitled to receive, if<br />
any, will be determined based on PG&E Corporation’s TSR relative to the performance of a specified group of peer companies for the<br />
applicable three year performance period. Total compensation expense for these shares is based on the grant-date fair value, which is<br />
determined using a Monte Carlo simulation valuation model. Performance share expense is recognized ratably over the requisite<br />
service period based on the fair values determined, except for the expense attributable to awards granted to retirement-eligible<br />
participants, which is recognized on the date of grant. Dividend equivalents on equity-classified awards, if any, will be paid in cash<br />
upon vesting date based on the amount of common stock awarded.<br />
For performance shares classified as equity awards, the following table summarizes activity for <strong>2010</strong>:<br />
Number of<br />
Weighted Average Grant-<br />
Performance Shares<br />
Date Fair Value<br />
Nonvested at January 1 -<br />
Granted 616,990 $ 35.60<br />
Vested -<br />
Forfeited (7,020) $ 35.60<br />
Nonvested at December 31 609,970 $ 35.60<br />
As of December 31, <strong>2010</strong>, $10 million of total unrecognized compensation costs related to nonvested performance shares are<br />
expected to be recognized over the remaining weighted-average period of 1.22 years.<br />
Prior to <strong>2010</strong>, PG&E Corporation awarded performance shares to eligible participants under the 2006 LTIP as hypothetical<br />
shares of common stock that vest at the end of a three-year period <strong>and</strong> are settled in cash based on the performance of PG&E<br />
Corporation’s TSR. Upon vesting, the amount of cash that recipients are entitled to receive, if any, is determined by multiplying the<br />
number of vested performance shares by the average closing price of PG&E Corporation common stock for the last 30 calendar days in<br />
the three-year performance period. This result is then adjusted based on PG&E Corporation’s TSR relative to the performance of a<br />
specified group of peer companies for the applicable three-year performance period. These outst<strong>and</strong>ing performance shares are<br />
classified as a liability because the performance shares can only be settled in cash. During each reporting period compensation<br />
<strong>FERC</strong> FORM NO. 1 (ED. 12-88) Page 123.21