Unnamed: 0
int64 | paragraph
string | asset
int64 | economic_flows
int64 | none
int64 | json_impact_channel
string | impact_directionality
string |
|---|---|---|---|---|---|---|
2,027
|
In that regard, the Kansas Corporation Commission issued an Emergency Order, and the Railroad Commission of Texas, each authorized certain utilities, including local natural gas distribution companies, to record a regulatory asset to account for the extraordinary expenses associated with this winter weather event, including but not limited to gas cost and other costs related to the procurement and transportation of gas supply. ONE Gas has also applied to the Oklahoma Corporation Commission to seek comparable authority in Oklahoma to record a regulatory asset to account for the extraordinary expenses associated with this winter event.The information furnished in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed to be incorporated by reference into any of ONE Gas’ filings under the Securities Act of 1933 or the Securities Exchange Act of 1934.Forward-Looking StatementsSome of the statements contained and incorporated in this filing are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. The forward-looking statements relate to our anticipated financial performance, liquidity, management’s plans and objectives for our future operations, our business prospects, the outcome of regulatory and legal proceedings, market conditions and other matters. We make these forward-looking statements in reliance on the safe harbor protections provided under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the items identified in the preceding paragraph, the information concerning possible or assumed future results of our operations and other statements contained or incorporated in this filing identified by words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “should,” “goal,” “forecast,” “guidance,” “could,” “may,” “continue,” “might,” “potential,” “scheduled,” “likely,” and other words and terms of similar meaning.One should not place undue reliance on forward-looking statements, which are applicable only as of the date of this filing. Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by forward-looking statements. Those factors may affect our operations, costs, liquidity, markets, products, services and prices. In addition to any assumptions and other factors referred to specifically in connection with the forward-looking statements, factors that could cause our actual results to differ materially from those contemplated in any forward-looking statement include, among others, the following:• our ability to recover costs (including operating costs and increased commodity costs related to the recent winter weather storm), income taxes and amounts equivalent to the cost of property, plant and equipment, regulatory assets and our allowed rate of return in our regulated rates;• our ability to manage our operations and maintenance costs;• the concentration of our operations in Kansas, Oklahoma, and Texas;• changes in regulation of natural gas distribution services, particularly those in Kansas, Oklahoma, and Texas;• regulations in local jurisdictions in which we operate authorizing utilities to record in a regulatory asset account or comparable account the expenses associated with the recent winter weather event, including but not limited to gas cost and other costs related to the procurement and transportation of gas supply;• the economic climate and, particularly, its effect on the natural gas requirements of our residential and commercial customers;• the length and severity of a pandemic or other health crisis, such as the outbreak of Coronavirus Disease 2019 (“COVID-19”), including the impact to our operations, customers, contractors, vendors and employees, and the measures that international, federal, state and3
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
1,633
|
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 8-KCURRENT REPORTPursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934Date of Report: October 1, 2018(Date of earliest event reported)CommissionFile NumberExact Name of Registrantas specified in its charterState or Other Jurisdiction ofIncorporation or OrganizationIRS EmployerIdentification Number1-12609PG&E CORPORATIONCalifornia94-32349141-2348PACIFIC GAS AND ELECTRIC COMPANYCalifornia94-074264077 Beale StreetP.O. Box 770000San Francisco, California 94177(Address of principal executive offices) (Zip Code)(415) 973-1000(Registrant's telephone number, including area code)77 Beale StreetP.O. Box 770000San Francisco, California 94177(Address of principal executive offices) (Zip Code)(415) 973-7000(Registrant's telephone number, including area code)Check the appropriate box below if the -K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).Emerging growth companyPG&E Corporation☐Emerging growth companyPacific Gas and Electric Company☐If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.PG&E Corporation☐Pacific Gas and Electric Company☐Item 8.01Other EventsFederal Energy Regulatory Commission (“FERC”) Transmission Owner (“TO”) Rate Case for 2019 (“TO20”)On October 1, 2018, Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, filed a rate case requesting that FERC approve a proposed “formula rate” (the “formula rate”) for the costs associated with the Utility’s electric transmission facilities. The formula rate would replace the “stated rate” methodology that the Utility used in its previous TO rate case filings. If approved, the formula rate methodology would still include an authorized revenue requirement and rate base for a given test year, and it would also provide for an annual update of the following year’s revenue requirement and rates in accordance with the terms of the FERC-approved formula. The formula rate methodology includes a true-up mechanism that reconciles the difference between the actual costs incurred and the revenue collected through rates that were in effect during the prior period.In its filing, the Utility also proposes rates resulting from the formula rate. The Utility forecasts a 2019 electric transmission revenue requirement of $1.96 billion, compared to the requested revenue requirement for 2018 of $1.79 billion (a subsequent reduction to $1.66 billion was identified as a result of the 2017 Tax Cuts and Jobs Act) in the Utility’s TO rate case for 2018 (“TO19”). Compared to the as-filed TO19 revenue requirement of $1.79 billion, the average increase in transmission rates from TO19 to TO20 is approximately 9.5 percent. (On September 21, 2018, the Utility filed a settlement with FERC in connection with TO19. As part of the settlement, the TO19 revenue requirement will be set at 98.85 percent of the revenue requirement for 2017 (“TO18”) that will be determined in the TO18 final decision. The Utility does not expect a final decision in the TO18 rate case until mid- to late 2019.)The estimated weighted average network transmission rate base for 2019 is approximately $8 billion. The Utility would recover its annual transmission cost of service, including a proposed return on equity (“ROE”) of 12.50 percent (which includes an incentive component of 50 basis points for the Utility’s continuing participation in the California Independent System Operator Corporation (“CAISO”)), an increase from the ROE of 10.75 percent (also including a 50 basis point CAISO incentive adder) requested in its TO19 rate case.In the TO20 filing, the Utility forecasts capital expenditures of approximately $1.1 billion and $0.7 billion for 2018 and 2019, respectively, for assets to be placed in service before the end of 2019. Including projects to be placed in service beyond 2019, the Utility forecasts total electric transmission capital expenditures of $1.4 billion in 2018 and $1.4 billion in 2019.The increase to the ROE that the Utility proposes in its filing is due to California specific circumstances impacting the Utility’s cost of capital, namely, the impact of extreme weather and climate-driven natural disasters, including the catastrophic wildfires that occurred in California in 2017, and California’s inverse condemnation doctrine. The Utility is implementing additional operational measures to further mitigate the increasing risk of wildfires; however, the frequency and severity of extreme weather, the prolonged drought and tree mortality crisis, and the State’s continued application of inverse condemnation to investor-owned utilities threaten the Utility’s ability to attract and maintain the capital necessary to adequately support the needs of its system. These risks are described in detail in the testimony submitted by the Utility concurrently with its filing.The Utility requested that FERC accept its formula rate filing to become effective on December 1, 2018 and suspend the use of the new rates until January 1, 2019, to facilitate a calendar year true-up period corresponding to the Utility’s FERC reporting. (FERC is a FERC annual regulatory requirement for electric utilities.) As a result, under the Utility’s formula rate, the rates in effect from TO19 would continue to be used until January 1, 2019. FERC may decide to suspend the TO20 rates for a longer period of time, up to a maximum of five months from the effective date. If FERC adopts the maximum five-month suspension, TO20 rates would go into effect on May 1, 2019. In the event of a delay in the effectiveness date of TO20 rates, the first true-up mechanism would be applied to the period beginning on the effectiveness date through the end of 2019.- 2 -The Utility cannot predict the timing and outcome of FERC’s response. Following FERC’s acceptance of the Utility’s formula rate request, the Utility expects to file an annual update to its TO tariff on or before December 1 of each year beginning in 2019, for rates and charges to become effective January 1 of the following year, consistent with the formula rate.For additional information about the TO18 and TO19 rate cases, see PG&E Corporation and the Utility’s annual report on -K for the year ended December 31, 2017 and their quarterly reports for the quarters ended March 31, 2018 and June 30, 2018.- 3 -SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.PG&E CORPORATIONDated: October 1, 2018By:/s/LINDA Y.H. CHENGLINDA Y.H. CHENGVice President, Corporate Governance andCorporate SecretaryPACIFIC GAS AND ELECTRIC COMPANYDated: October 1, 2018By:/s/DAVID S. THOMASONDAVID S. THOMASONVice President, Chief Financial Officer and Controller- 4 -
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,642
|
On November 8, 2018, a wildfire began near the city of Paradise, Butte County, California (the “Camp Fire”), located in the service territory of the Utility. The California Department of Forestry and Fire Protection’s (“Cal Fire”) Camp Fire Incident Report dated November 13, 2018, 7:00 a.m. Pacific Time (the “incident report”), indicated that the Camp Fire had consumed 125,000 acres and was 30% contained.Cal Fire estimates in the incident report that the Camp Fire will be fully contained on November 30, 2018. In the incident report,Cal Fire reported 42 fatalities.The incident report also indicates the following:structures threatened, 15,500; single residences destroyed, 6,522; single residences damaged, 75; multiple residences destroyed, 85; commercial structures destroyed, 260; commercial structures damaged, 32; and other minor structures destroyed, 772.The cause of the Camp Fire is under investigation.On November 8, 2018, the Utility submitted an electric incident report to the California Public Utilities Commission (the “CPUC”) indicating that “on November 8, 2018 at approximately 0615 hours, PG&E experienced an outage on the Caribou-Palermo 115 kV Transmission line in Butte County. In the afternoon of November 8, PG&E observed by aerial patrol damage to a transmission tower on the Caribou-Palermo 115 kV Transmission line, approximately one mile north-east of the town of Pulga, in the area of the Camp Fire. This information is preliminary.”Also on November 8, 2018, acting governor Gavin Newsom issued an emergency proclamation for Butte County, due to the effect of the Camp Fire.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,018
|
On September 10, 2017, Hurricane Irma, a Category 4 storm made landfall in Florida affecting policies written by Heritage P&C. The ultimate loss is currently estimated at $560.0 million, of which Heritage P&C’s retention is $20.0 million we estimate a ceded loss of $540.0 million.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
2,121
|
On March 8, 2021, Plains All American Pipeline, L.P. (“PAA”) and Plains GP Holdings, L.P. (“PAGP”) posted to their website an updated investor presentation that includes, among other items, disclosure that the late February winter storms are not expected to have a material financial impact relative to Plains’ 2021 guidance furnished on February 9, 2021.The updated presentation also covers an industry overview, PAA’s commercial and operating activities, forward outlook, financial positioning and related matters. The presentation is available atwww.plainsallamerican.comunder the “News & Events — Investor Presentations” portion of the Investor Relations section of the website. Neither PAA nor PAGP undertake to update the information as posted on their website; however, they may post additional information included in future press releases, -Ks, and periodic Exchange Act reports.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
746
|
Years Ended December 31,200920082007(In thousands)Beginning balance$51,641$12,762$10,535Incurred10,77033,77364Revisions(3,246)6,3792,250Settled(1,557)(2,141)(907)Accretion expense4,059868820Ending balance$61,667$51,641$12,762The Company determined that certain of its offshore facilities damaged by Hurricane Ike will not be replaced. The Company is required by federal regulations to remove or abandon in place such facilities when they are no longer useful. This resulted in the establishment of an ARO and recognition of expense of $8.3 million and $7 million, respectively, in 2009, and $33.8 million and $4 million, respectively, in 2008. The amount expensed represents the ARO cost not previously accrued. For additional information related to the impact of the 2008 hurricanes, seeNote 14 – Commitments and Contingencies – Other Commitments and Contingencies – 2008 Hurricane Damage.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
675
|
2The wildfire and drought restoration accounts regulatory assets represent restoration costs that are recorded in a Catastrophic Event Memorandum Account ("CEMA").
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
32
|
Other income, net was $3.2 million in 2009 compared to $2.0 million of other expense, net in 2008. The 2009 results include $2.3 million of income associated with the settlement of business interruption insurance claims within our environmental services business, resulting from hurricanes and storms in 2008. The 2008 results include a $2.6 million charge to write-down certain disposal assets within the Environmental Services segment, following the abandoned sale of the business in the fourth quarter of 2008.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
2,606
|
In August 2007, Hurricane Dean substantially damaged the Rocky Point port from which Jamalco ships alumina. The facility is shipping alumina from temporary on-site port facilities constructed in 2007. Due to capital expenditure restrictions, permanent repairs to the Rocky Point Pier are expected to be completed in 2013, instead of 2011 as previously planned. The refinery is operating at approximately 95% of nameplate capacity.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,076
|
Our Shreveport refinery is interconnected to pipelines that supply most of its crude oil and ship a portion of its refined fuel products to customers, such as pipelines operated by subsidiaries of Enterprise Products Partners L.P. and ExxonMobil. Since we do not own or operate any of these pipelines, their continuing operation is not within our control. In addition, any of these third-party pipelines could become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events. For example, our refinery run rates were affected by an approximately three week shutdown during May and June 2011 of the ExxonMobil crude oil pipeline serving our Shreveport refinery resulting from the Mississippi River flooding occurring during this period. If any of these third-party pipelines become unavailable to transport crude oil or our refined fuel products because of acts of God, accidents, government regulation, terrorism or other events, our revenues, net income and cash available for distributions to our unitholders and payment of our debt obligations could decline.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,222
|
Cash From Operating Activities.Cash flow from operating activities provided approximately $128.2 million in cash for the year ended June 30, 2010 compared to $95.4 million for the same period in 2009. This increase in cash provided by operating activities was primarily attributable to increased natural gas, oil and NGL production attributable to our Eloise North and Dutch #4 well. The increase in production was also attributable to our Dutch #1, #2 and #3 wells which were shut-in during all of September, October and the majority of November 2008 due to Hurricane Ike.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,631
|
Item 7.01 Regulation FD Disclosure.On September 16, 2021 an article was published by the Financial Times (the article), based on an interview with Lance M. Fritz, Chairman, President and Chief Executive Officer of Union Pacific Corporation (the Company). The article states “the financial impact of wildfires and heavy rains on the Union Pacific railway so far this year could top $100 m[illion].” The Company is clarifying the financial impact-including revenue, operating expenses and capital investment, of Winter Storm Uri, California wildfires, and heavy rains in the South and Southeast part of the Company’s network-exceeds $100 million so far this fiscal year. For the third quarter, the Company estimates the wildfire and heavy rain impact on operating expenses to be approximately $20 million.This -K contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information or statements regarding: projections, predictions, expectations, estimates or forecasts as to the Company’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information, including expectations regarding operational and financial improvements and the Company’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including the impact of the COVID-19 pandemic and responses by governments, businesses, and individuals thereto, and risk factors discussed in the Company’s Annual Report on -K for 2020, which was filed with the SEC on February 5, 2021 could affect the Company’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
949
|
For additional information about the Northern California wildfires, see PG&E Corporation and the Utility’s annual report on Form10-Kfor the year ended December 31, 2017, their quarterly report for the quarter ended March 31, 2018, their current report on Form8-Kdated May 25, 2018, and their subsequent reports filed with the Securities and Exchange Commission.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Negative
|
2,344
|
Packaging & Specialty Plastics net sales were $7,121 million in the second quarter of 2021, up 78 percent from net sales of $4,001 million in the second quarter of 2020, with local price up 70 percent, volume up 4 percent and a favorable currency impact of 4 percent, primarily in EMEAI. Local price increased in both businesses and across all geographic regions, driven by strong supply and demand fundamentals. Local price increased in Hydrocarbons & Energy as prices for co-products are generally correlated to Brent crude oil prices, which increased 107 percent compared with the second quarter of 2020. Local price increased in Packaging and Specialty Plastics driven by strong supply and demand fundamentals, notably in industrial and consumer packaging and flexible food and beverage packaging applications. Volume increased in Hydrocarbons & Energy, primarily in the U.S. & Canada, more than offsetting decreases in Packaging and Specialty Plastics driven by supply constraints from the lingering effects of Winter Storm Uri and planned maintenance turnaround activity.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,591
|
uncertainty regarding whether, when and to what degree the Utility will be able to recover costs related to wildfires through ratemaking, particularly in light of the OIR discussed above,
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,174
|
Item 8.01Other Events.2020 Cost of Capital ProceedingOn April 22, 2019, Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, filed an application with the California Public Utilities Commission (the “CPUC”), requesting that the CPUC authorize the Utility's capital structure and rates of return for its electric generation, electric and natural gas distribution, and natural gas transmission and storage rate base beginning on January 1, 2020. In its application, the Utility requested that the CPUC approve the Utility’s proposed capital structure (i.e., the relative weightings of common equity, preferred equity, and debt), as well as the proposed return on equity, proposed cost of preferred stock, and proposed cost of debt. The Utility requested a 16 percent rate of return on equity for 2020, which would result in a $1.2 billion increase in its revenue requirement.The estimated revenue increase is based on the current rate base and does not reflect projected infrastructure investments in 2019 and beyond (see below).The following table compares the currently authorized capital structure and rates of return which will remain in effect through 2019 with those requested in the Utility’s application for 2020:2019 Currently Authorized2020 RequestedCostCapitalStructureWeightedCostCostCapitalStructureWeightedCostReturn on common equity10.25%52.0%5.33%16.0%52.0%8.32%Preferred stock5.60%1.0%0.06%5.52%0.5%0.03%Long-term debt4.89%47.0%2.30%5.16%47.5%2.45%Weighted average cost of capital7.69%10.80%The proposed cost of capital and capital structure will be essential for the Utility to attract new investment capital to upgrade, maintain, and modernize its critical energy infrastructure. The Utility indicated in its application that, over the next four years (2019-2022), the Utility expects to fund up to $28 billion in energy infrastructure investments, including $21 billion in electric and gas safety and reliability and system hardening, $4 billion in new gas pipelines and electric powerlines, $1 billion in power generation, and $2 billion in information technology, equipment and facilities.The Utility indicated in its application that its requested return on equity reflects the wildfire-related challenges that the Utility is facing. The Utility proposed to amend its cost of capital application with an updated cost of capital if the CPUC or the California legislature implemented actions to materially reduce the extent of the wildfire risk-related challenges and structural problems facing customers, the Utility, and its shareholders. The Utility also proposed to file a new cost of capital application with the CPUC on or about the time it emerges from its Chapter 11 bankruptcy proceeding. The Utility requested in its cost of capital application that the annual cost of capital adjustment mechanism be continued, although its normal operation could be superseded by a new cost of capital application. (The annual cost of capital adjustment mechanism is a tool to modify the cost of long-term debt and cost of equity authorized by the CPUC based on changes in interest rates.)Revenue RequirementsFor 2020, the Utility expects that the proposed cost of capital, if adopted, would result in revenue requirement increases of approximately $844 million for electric generation and distribution and $229 million gas distribution operations, assuming 2017 authorized rate base amounts. The revenues for the gas transmission and storage operations would increase by approximately $159 million, assuming 2018 authorized rate base amounts. However, if the CPUC subsequently approves different electric and gas rate base amounts for the Utility in its 2019 Gas Transmission and Storage (GT&S) Rate Case and its 2020 General Rate Case (GRC), both currently pending before the CPUC, the revenue requirement changes resulting from the Utility’s requested 2020 return on equity may differ from the amounts reflected in this cost of capital application.The following table compares the revenue requirement amounts currently authorized in the Utility’s 2015 GT&S rate case and the 2017 GRC, with those requested in the Utility’s 2020 cost of capital application:Revenue Requirement$ in millionsAuthorized in 2017GRC and 2015 GT&SRequested in 2020Cost of CapitalApplicationElectric generation and distribution$6,266$7,110Gas distribution$1,739$1,968Gas transmission and storage$1,269$1,428The Utility is unable to predict the timing and outcome of this proceeding.As previously disclosed, due to the net charges recorded in connection with the 2018 Camp Fire and the 2017 Northern California wildfires as of December 31, 2018, on February 28, 2019, the Utility submitted to the CPUC an application for a waiver of the capital structure condition. This cost of capital application does not modify that request.For more information about the Utility’s cost of capital, see PG&E Corporation and the Utility’s joint Annual Report on -K for the year ended December 31, 2018.Forward-Looking StatementsThis current report on -K contains forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of PG&E Corporation and the Utility. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. In addition to the risk that these assumptions prove to be inaccurate, factors that could cause actual results to differ materially from those contemplated by the forward-looking statements include whether the CPUC grants this cost of capital application, and the other factors disclosed in PG&E Corporation and the Utility’s joint Annual Report on -K for the year ended December 31, 2018, and their subsequent reports filed with the Securities and Exchange Commission. Additional factors include, but are not limited to, those associated with the Chapter 11 cases of PG&E Corporation and the Utility that commenced on January 29, 2019. PG&E Corporation and the Utility undertake no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise, except to the extent required by law.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned thereunto duly authorized.PG&E CORPORATIONDated: April 22, 2019By:/s/ JASON P. WELLSJASON P. WELLSSenior Vice President and Chief Financial OfficerPACIFIC GAS AND ELECTRIC COMPANYDated: April 22, 2019By:/s/ DAVID S. THOMASONDAVID S. THOMASONVice President, Chief Financial Officer and Controller
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
148
|
Distribution and services revenues for 2017 increased 198% compared with 2016, primarily attributable to the increased demand in the oil and gas market for the remanufacture of pressure pumping units and transmission overhauls, an improvement in the manufacturing of oilfield service equipment, including pressure pumping units, and an increase in the demand for the sale and distribution of engines, transmissions and related parts. The 2017 higher revenues also reflected the S&S acquisition on September 13, 2017. S&S benefited from healthy demand for service work, parts sales and the manufacturing of pressure pumping unit. In the commercial and industrial marine sector, throughout the 2017 first nine months, customers deferred major maintenance projects largely due to the weak inland and coastal tank barge markets and inland dry cargo barge market, and experienced continued weakness in the Gulf of Mexico oilfield services market. During the 2017 fourth quarter, the marine sector experienced a modest turnaround in orders for new engines and overhauls on medium-speed engines that had been deferred, as well as higher demand for new parts in the Gulf Coast offshore drilling market. The power generation market was relatively stable with major generator set upgrades and parts sales for both domestic and international power generation customers. The commercial and industrial market of S&S benefited from elevated demand for rental equipment and increased service work as a result of pent-up demand following Hurricanes Harvey, Irma and Maria.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Positive
|
2,009
|
(Millions of Dollars)Three Months Ended June 30, 2022 vs. 2021Six Months Ended June 30, 2022 vs. 2021Regulatory rate outcomes (Minnesota, Colorado, Texas, New Mexico and Wisconsin)$124$187Revenue recognition for the Texas rate case surcharge(a)8585Sales and demand(b)3860Non-fuel riders741Conservation and demand side management (offset in expense)922Estimated impact of weather (net of decoupling/sales true-up)29PTCs flowed back to customers (offset by lower ETR)(50)(103)Proprietary commodity trading, net of sharing(c)(8)(33)Comanche Unit 3 outage unrecovered purchased power cost(d)(8)(18)Other (net)(7)(3)Total increase$192$247(a)Recognition of revenue from the Texas rate case outcome is largely offset by recognition of previously deferred costs, see Public Utility Regulation for additional information.(b)Sales excludes weather impact, net of decoupling in Colorado and proposed sales true-up mechanism in Minnesota.(c)Includes $27 million of net gains recognized in the first quarter of 2021, driven by market changes associated with Winter Storm Uri.(d)See Other section for more information.Natural Gas MarginNatural gas margin is presented as natural gas revenues less the cost of natural gas sold and transported. Expenses incurred for the cost of natural gas sold are generally recovered through various regulatory recovery mechanisms. As a result, changes in these expenses are generally offset in operating revenues.Natural gas revenues, cost of natural gas sold and transported and margin and explanation of the changes are listed as follows:Three Months Ended June 30Six Months Ended June 30(Millions of Dollars)2022202120222021Natural gas revenues$476$449$1,566$1,096Cost of natural gas sold and transported(251)(218)(961)(517)Natural gas margin$225$231$605$579(Millions of Dollars)Three Months Ended June 30, 2022 vs. 2021Six Months Ended June 30, 2022 vs.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,298
|
primarily reflects absence of mutual assistance revenues associated with hurricane and winter storm restoration efforts that occurred in Q1 2018. An equal and offsetting amount was included in Operating and maintenance expense.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
4
|
Exhibit 99.1 contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements, other than statements of historical facts, included or incorporated in this exhibit could be deemed forward-looking statements, particularly statements about the future financial performance of ON Semiconductor. These forward-looking statements are often characterized by the use of words such as “believes,” “estimates,” “expects,” “projects,” “may,” “will,” “intends,” “plans,” or “anticipates,” or by discussions of strategy, plans or intentions. All forward-looking statements in this exhibit are made based on information available to us as of the date of this release, our current expectations, forecasts and assumptions, and involve risks, uncertainties and other factors that could cause results or events to differ materially from those expressed in the forward-looking statements. Among these factors are the uncertainty surrounding natural disasters, such as the ongoing impact of the recent flooding in Thailand, including our ability to effectively shift production to other facilities in order to maintain supply continuity and related revenues for our customers, the fact that the timing of events could differ materially from those anticipated, uncertainties as to restructuring, impairment and other costs and charges including the potential for unanticipated charges and/or lost revenues not currently contemplated. Other factors include poor economic conditions and markets (including current credit and financial conditions), effects of exchange rate fluctuations, the cyclical nature of the semiconductor industry, changes in demand for our products, changes in inventories at our customers and distributors, technological and product development risks, enforcement and protection of our intellectual property rights and related risks, availability of raw materials, electricity, gas, water and other supply chain uncertainties, our ability to effectively shift production to other facilities in order to maintain supply continuity for our customers, variable demand and the aggressive pricing environment for semiconductor products, our ability to successfully manufacture in increasing volumes on a cost-effective basis and with acceptable quality for our current products, competitor actions including the adverse impact of competitor product announcements, pricing and gross profit pressures, loss of key customers, order cancellations or reduced bookings, changes in manufacturing yields, control of costs and expenses and realization of cost savings from restructurings (including a voluntary retirement program for employees within our SANYO Semiconductor Products Group) and synergies, significant litigation, risks associated with decisions to expend cash reserves for various uses such as debt prepayment or acquisitions rather than to retain such cash for future needs, risks associated with acquisitions and dispositions (including from integrating and consolidating, and timely filing financial information with the Securities and Exchange Commission (‘SEC”) for, acquired businesses, and difficulties encountered in accurately predicting the future financial performance of acquired businesses, risks associated with our substantial leverage and restrictive covenants in our debt agreements from time to time, risks associated with our worldwide operations including foreign employment and labor matters associated with unions and collective bargaining arrangements as well as man-made and/or natural disasters such as the flooding in Thailand or the Japan earthquake and tsunami affecting our operations and finances/financials, the threat or occurrence of international armed conflict and terrorist activities both in the United States and internationally, risks and costs associated with increased and new regulation of corporate governance and disclosure standards (including pursuant to Section 404 of the Sarbanes-Oxley Act of 2002), risks related to new legal requirements and risks involving environmental or other governmental regulation. Information concerning additional factors that could cause results to differ materially from those projected in the forward-looking statements is contained in ON Semiconductor’s 2011 Annual Report on -K filed with the SEC on February 22, 2012, Quarterly Reports on -Q, Current Reports on -K and other of our filings with the SEC. If any of these trends, risks or uncertainties actually occurs or continues, our business, financial condition or operating results could be materially adversely affected, the trading prices of our securities could decline, and investors could lose all or part of their investment. Readers are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements should not be relied upon as representing our views as of any subsequent date and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,819
|
The Company intends to file the financial statements of Hurricane required by Item 9.01(a) as part of an amendment to this Current Report on -K no later than 71 calendar days after the required filing date for this Current Report on -K.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
641
|
FPL Group's cash flows for the year ended December 31, 2004 reflect the use of funds to reduce debt, pay common stock dividends, make a secured loan and capital investments at FPL and FPL Energy, and pay for FPL storm restoration costs, as well as the benefit of the issuance of common stock and the sale of a note receivable by an indirect subsidiary of FPL Group.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,911
|
On March 25, 2019, Archer-Daniels-Midland Company released a statement on its website regarding the impact of extreme winter weather in the first quarter on North American operations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,474
|
Chemical and petroleum. Revenues increased $23.7 million for the three months ended September 30, 2018, compared to the same period in 2017, due to a 15% increase in carload/unit volumes and a 2% increase in revenue per carload/unit. Revenues increased $55.9 million for the nine months ended September 30, 2018, compared to the same period in 2017, due to a 7% increase in both carload/unit volumes and revenue per carload/unit. Volumes increased primarily due to increased refined fuel product shipments to Mexico and favorable comparative volumes due to Hurricane Harvey service interruptions in 2017. Revenue per carload/unit increased due to longer average length of haul, higher fuel surcharge, and positive pricing impacts.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Positive
|
3,184
|
TABLE OF CONTENTSItem 1.01 Entry Into a Material Definitive AgreementItem 1.02 Termination of a Material Definitive AgreementItem 2.01 Completion of Acquisition or Disposition of AssetsItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 3.02 Unregistered Sales of Equity SecuritiesItem 3.03 Material Modification to Rights of Security HoldersItem 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 7.01 Regulation FD DisclosureItem 9.01 Financial Statements and ExhibitsSIGNATUREEXHIBIT INDEXEX-3.1EX-4.1EX-10.1EX-10.2EX-10.3EX-10.4EX-10.5EX-99.1Table of ContentsItem 1.01. Entry Into a Material Definitive Agreement.Consummation of DropdownOn February 17, 2010, Williams Partners L.P. (the “Partnership”) consummated the dropdown transaction (the “Dropdown”) contemplated by the previously announced Contribution Agreement among the Partnership and certain subsidiaries of The Williams Companies, Inc. (“Williams”), specifically Williams Gas Pipeline Company, LLC (“WGP”), Williams Energy Services, LLC (“WES”), WGP Gulfstream Pipeline Company, L.L.C. (“WGPGPC”), Williams Partners GP LLC (the “General Partner,” and together with WGP, WES, and WGPGPC, the “Contributing Parties”), and Williams Partners Operating LLC, the operating subsidiary of the Partnership (the “Operating Company,” and together with the Partnership, the “Partnership Parties”). Williams is also a party to the Contribution Agreement for the limited purpose described in the Contribution Agreement. Additional information about the Contribution Agreement is set forth in Item 2.01 below.In connection with the closing of Dropdown, the Partnership or its subsidiaries executed the following ancillary agreements, which are attached as exhibits hereto. These agreements are (i) a Conveyance, Contribution and Assumption Agreement among the Contributing Parties and the Partnership Parties (the “Conveyance Agreement”), (ii) an Omnibus Agreement between Williams and the Partnership, (iii) a Limited Call Right Forbearance Agreement between the Partnership and the General Partner (the “Forbearance Agreement”), (iv) an Administrative Services Agreement between Transco Pipeline Services LLC, a Delaware limited liability company (the “Contractor”), and Transcontinental Gas Pipe Line Company, LLC, a Delaware limited liability company (“Transco”), and (v) an Amendment to the Partnership’s Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement Amendment”).The Conveyance Agreement effected the contribution of the ownership interests in the Contributed Entities (as defined in Item 2.01 below) from the Contributing Parties to the Partnership and further transferred the ownership interests in the Contributed Entities from the Partnership to the Operating Company. The Conveyance Agreement is filed as Exhibit 10.1 hereto and is incorporated herein by reference.Pursuant to the Omnibus Agreement, Williams has agreed to indemnify the Partnership from and against or reimburse the Partnership for (i) amounts incurred by the Partnership or its subsidiaries for repair or abandonment costs for damages to certain facilities caused by Hurricane Ike, up to a maximum of $10,000,000, (ii) maintenance capital expenditure amounts incurred by the Partnership or its subsidiaries in respect of certain U.S. Department of Transportation projects, up to a maximum aggregate amount of $50,000,000, and (iii) an amount based on the amortization over time of deferred revenue amounts that relate to cash payments received prior to the closing of the transactions contemplated by the Contribution Agreement for services to be rendered by the Partnership in the future at the Devils Tower floating production platform located in Mississippi Canyon Block 773. In addition, the Partnership has agreed to pay to Williams the proceeds of certain sales of natural gas recovered from the Hester storage field pursuant to the FERC order dated March 7, 2008, approving a settlement agreement in Docket No. RP06-569. The Omnibus Agreement is filed as Exhibit 10.2 hereto and is incorporated herein by reference.Pursuant to the Forbearance Agreement, the General Partner has agreed to forbear exercising a right in certain circumstances that is granted to it under the Partnership’s Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). Under the Partnership Agreement, if the General Partner and its affiliates hold more than 80% of the Partnership’s common limited partner units, the General Partner has the right to purchase all of the remaining common limited partner units. In the Forbearance Agreement, the General Partner agreed not to exercise this right unless it and its affiliates hold more than 85% of the Partnership’s common limited partner units. The Forbearance Agreement will terminate when the ownership by the General Partner and its affiliates of the Partnership’s common limited partner units decreases below 75% (assuming the full conversion of Class C Units (as defined in Item 2.01 below) that are held by the General Partner and its affiliates). The Forbearance Agreement is filed as Exhibit 4.1 hereto and is incorporated herein by reference.Pursuant to the Administrative Services Agreement, the Contractor agreed to provide personnel, facilities, goods, and equipment not otherwise provided by Transco that are necessary to operate Transco’s businesses. In return, Transco agreed to reimburse the Contractor for all direct and indirect expenses the Contractor incurs or payments it makes (including salary, bonus, incentive compensation, and benefits) in connection with these services. The Administrative Services Agreement is filed as Exhibit 10.3 hereto and is incorporated herein by reference.Pursuant to the Partnership Agreement Amendment, the Partnership Agreement has been amended to (a) authorize the issuance of the Class C Units of the Partnership that will comprise part of the consideration for the transactions contemplated by the1Table of ContentsContribution Agreement and to make certain other changes in connection with the authorization of the issuance of the Class C Units of the Partnership, (ii) provide for the proration of distributions, with respect to the first fiscal quarter in which the Class C Units and the Additional Partner Units (as defined in Item 2.01 below) are outstanding, on the Class C Units and the Additional Partner Units to reflect the fact that the Class C Units and the Additional Partner Units will not be outstanding during the full quarterly period, and (iii) provide that certain amounts received by the Partnership under the Omnibus Agreement are to be treated as a capital contribution to the Partnership by Williams in the amount of such payment. The Partnership Agreement Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.In addition, the Amended and Restated Limited Liability Company Agreement of Wamsutter LLC (“Wamsutter” and such agreement, the “Wamsutter LLC Agreement”) was amended to reflect that the Operating Company is now the sole member of Wamsutter. The Wamsutter LLC Agreement is filed as Exhibit 10.4 hereto and is incorporated herein by reference.Entry into New Credit FacilityOn February 17, 2010, the Partnership, Transco and Northwest Pipeline GP (“Northwest”), as co-borrowers, entered into a new $1.75 billion three-year senior unsecured revolving credit facility (the “New Credit Facility”) with Citibank N.A. as administrative agent. The full amount of the New Credit Facility is available to the Partnership and may be increased by up to an additional $250 million. Each of Transco and Northwest may borrow up to $400 million under the New Credit Facility to the extent not otherwise utilized by the Partnership. At closing, the Partnership borrowed $250 million under the New Credit Facility to repay the term loan outstanding under its existing senior unsecured credit agreement, as described in more detail in Item 1.02 below.Interest on borrowings under the New Credit Facility is payable at rates per annum equal to, at the option of the borrower: (1) a fluctuating base rate equal to Citibank, N.A.’s adjusted base rate plus the applicable margin, or (2) a periodic fixed rate equal to LIBOR plus the applicable margin. The adjusted base rate will be the highest of (i) the federal funds rate plus 0.5 percent, (ii) Citibank N.A.’s publicly announced base rate, and (iii) one-month LIBOR plus 1.0 percent. The Partnership is required to pay a commitment fee based on the unused portion of the New Credit Facility. The applicable margin and the commitment fee are determined for each borrower by reference to a pricing schedule based on such borrower’s senior unsecured debt ratings.The New Credit Facility contains various covenants that limit, among other things, each borrower’s and its respective subsidiaries’ ability to incur indebtedness, grant certain liens supporting indebtedness, merge or consolidate, sell all or substantially all of its assets, enter into certain affiliate transactions, make certain distributions during an event of default and allow any material change in the nature of their business.Under the New Credit Facility, the Partnership is required to maintain a ratio of debt to EBITDA (each as defined in the New Credit Facility) of no greater than 5.00 to 1.00 for itself and its consolidated subsidiaries. For each of Transco and Northwest and their respective consolidated subsidiaries, the ratio of debt to capitalization (defined as net worth plus debt) is not permitted to be greater than 55%. Each of the above ratios will be tested beginning June 30, 2010 at the end of each fiscal quarter, and the debt to EBITDA ratio is measured on a rolling four-quarter basis.The New Credit Facility includes customary events of default, including events of default relating to non-payment of principal, interest or fees, inaccuracy of representations and warranties in any material respect when made or when deemed made, violation of covenants, cross payment-defaults, cross acceleration, bankruptcy and insolvency events, certain unsatisfied judgments and a change of control. If an event of default with respect to a borrower occurs under the New Credit Facility, the lenders will be able to terminate the commitments for all borrowers and accelerate the maturity of the loans of the defaulting borrower under the New Credit Facility and exercise other rights and remedies.The New Credit Facility is filed as Exhibit 10.5 hereto and is incorporated herein by reference.The foregoing descriptions of the ancillary agreements, the Wamsutter LLC Agreement and the New Credit Facility are not complete and are subject to and qualified in their entirety by reference to the full text of such agreements. The ancillary agreements, the Wamsutter LLC Agreement and the New Credit Facility are filed as exhibits to this Current Report on -K to provide investors with information regarding their terms. They are not intended to provide any other factual information about the Partnership or the other parties to the agreements or any of their respective subsidiaries or affiliates.2Table of ContentsItem 1.02. Termination of a Material Definitive AgreementOn February 17, 2010, the Partnership terminated, and repaid all amounts owed under, its $450 million senior unsecured credit agreement with Citibank, N.A. as administrative agent, comprised initially of a $200 million revolving credit facility available for borrowings and letters of credit and a $250 million term loan. Upon the termination of this credit agreement, the Partnership entered into the New Credit Facility, detailed in Item 1.01 above.Item 2.01. Completion of Acquisition or Disposition of AssetsAs described in Item 1.01 above, on February 17, 2010 the Partnership and the other parties to the Contribution Agreement consummated the Dropdown contemplated by the Contribution Agreement. Pursuant to the Contribution Agreement, the Contributing Parties contributed to the Partnership the ownership interests in the entities that make up Williams’ Gas Pipeline and Midstream Gas and Liquids business segments (including its limited and general partner interests in Williams Pipeline Partners L.P., a publicly traded Delaware master limited partnership (“WMZ”), but excluding its Canadian, Venezuelan and olefins operations, and a 25.5% interest in Gulfstream Natural Gas System, L.L.C.), to the extent not already owned by the Partnership and its subsidiaries (the “Contributed Entities”). This contribution was in exchange for aggregate consideration of:•$3.5 billion in cash, less certain expenses incurred by the Partnership in connection with (i) the transactions contemplated by the Contribution Agreement, (ii) the Private Placement (as defined below), including any initial purchasers’ discount or original issue discount, (iii) the establishment of the New Credit Facility, (iv) the exchange offer for the outstanding publicly traded common units of WMZ, and (v) one-half of any and all applicable filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “Net Cash Consideration”);•203 million of the Partnership’s Class C limited partner units (the “Class C Units”), which are identical to the Partnership’s common limited partner units except that (i) for the first fiscal quarter in which the Class C Units are outstanding they will receive a quarterly distribution that is prorated to reflect the fact that the Class C Units were not outstanding during the full quarterly period, and (ii) they will automatically convert into the Partnership’s common limited partner units following the record date for the distribution with respect to the first fiscal quarter in which the Class C Units are outstanding; and•an increase in the capital account of the General Partner to allow it to maintain its 2% general partner interest and the issuance of general partner units to the General Partner equal to 2/98th of the number of Class C Units that will be issued (the “Additional Partner Units”), resulting in Williams holding an approximate 82% limited partner interest and a 2% general partner interest in the Partnership.The Net Cash Consideration was paid from the net proceeds of a private placement of the Partnership’s senior unsecured notes, conducted pursuant to Rule 144A (the “Private Placement”) under the Securities Act of 1933, as amended (the “Securities Act”).The issuance of the Class C Units was made in reliance upon an exemption from the registration requirements of the Securities Act, under Section 4(2) of the Securities Act.A more detailed description of the material terms of the Contribution Agreement was included in the Partnership’s Current Report on -K filed on January 19, 2010.Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantThe description of the New Credit Facility in Item 1.01 is incorporated herein by reference.Item 3.02. Unregistered Sales of Equity SecuritiesThe description of the issuance of Class C Units in Items 1.01 and 2.01 is incorporated herein by reference.3Table of ContentsItem 3.03. Material Modification to Rights of Security HoldersThe description of the Forbearance Agreement in Item 1.01 is incorporated herein by reference.Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearThe description of the Partnership Agreement Amendment in Item 1.01 above is incorporated herein by reference.Item 7.01. Regulation FD DisclosureOn February 17, 2010, Williams and the Partnership issued a joint press release announcing, among other things, the consummation of the Dropdown. A copy of the press release is furnished and attached as Exhibit 99.1 hereto and is incorporated herein by reference.Item 9.01. Financial Statements and Exhibits(a)Financial Statements of Business AcquiredThe financial statements required by this Item will be filed by an amendment to this Current Report within the time period required by -K.(b)Pro Forma Financial InformationThe financial statements required by this Item will be filed by an amendment to this Current Report within the time period required by -K.(d)Exhibits.Exhibit No.Description3.1Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated as of February 17, 2010 by Williams Partners GP LLC.4.1Limited Call Right Forbearance Agreement, dated as of February 17, 2010, by and between Williams Partners L.P. and Williams Partners GP LLC.10.1Conveyance, Contribution and Assumption Agreement, dated as of February 17, 2010, by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., and Williams Partners Operating LLC.10.2Omnibus Agreement, dated as of February 17, 2010, by and between The Williams Companies, Inc. and Williams Partners L.P.10.3Administrative Services Agreement, dated as of February 17, 2010, by and between Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC.10.4Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Wamsutter LLC Agreement, dated as of February 17, 2010, by and between Williams Field Services Company, LLC and Williams Partners Operating LLC.10.5Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Company, LLC, and Citibank N.A., as Administrative Agent.99.1Press Release, dated February 17, 2010.4Table of ContentsSIGNATUREPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.WILLIAMS PARTNERS L.P.By:Williams Partners GP LLC,its General PartnerBy:/s/ La Fleur C. BrowneLa Fleur C. BrowneCorporate SecretaryDATED: February 22, 2010Table of ContentsEXHIBIT INDEXExhibit No.Description3.1Amendment No. 6 to Amended and Restated Agreement of Limited Partnership of Williams Partners L.P., dated as of February 17, 2010 by Williams Partners GP LLC.4.1Limited Call Right Forbearance Agreement, dated as of February 17, 2010, by and between Williams Partners L.P. and Williams Partners GP LLC.10.1Conveyance, Contribution and Assumption Agreement, dated as of February 17, 2010, by and among Williams Energy Services, LLC, Williams Gas Pipeline Company, LLC, WGP Gulfstream Pipeline Company, L.L.C., Williams Partners GP LLC, Williams Partners L.P., and Williams Partners Operating LLC.10.2Omnibus Agreement, dated as of February 17, 2010, by and between The Williams Companies, Inc. and Williams Partners L.P.10.3Administrative Services Agreement, dated as of February 17, 2010, by and between Transco Pipeline Services LLC and Transcontinental Gas Pipe Line Company, LLC.10.4Amendment No. 1 to Amended and Restated Limited Liability Company Agreement of Wamsutter LLC Agreement, dated as of February 17, 2010, by and between Williams Field Services Company, LLC and Williams Partners Operating LLC.10.5Credit Agreement, dated as of February 17, 2010, by and among Williams Partners L.P., Northwest Pipeline GP, Transcontinental Gas Pipe Line Company, LLC, and Citibank N.A., as Administrative Agent.99.1Press Release, dated February 17, 2010.
| 1
| 1
| 0
|
```json
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|
Reimbursement
|
3,064
|
ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.Agreement and Plan of AmalgamationOn December 18, 2012, Markel Corporation (“Markel”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alterra Capital Holdings Limited (“Alterra”) and Commonwealth Merger Subsidiary Limited, a direct wholly owned subsidiary of Markel (“Merger Sub”), under which Merger Sub will merge with and into Alterra (the “Merger”), with Alterra as the surviving company (the “Surviving Company”) becoming a wholly owned subsidiary of Markel. A copy of the joint press release of Alterra and Markel, issued on December 19, 2012, announcing the entry into the Merger Agreement is attached as Exhibit 99.1 and is incorporated by reference herein.Under the Merger Agreement, upon the closing of the Merger, each issued and outstanding Alterra common share (other than any Alterra common shares with respect to which appraisal rights have been duly exercised under Bermuda law), will automatically be converted into the right to receive (a) 0.04315 shares of Markel common stock, without par value (the “Exchange Ratio”), together with any cash paid in lieu of fractional shares, and (b) $10.00 in cash, without interest (the “Cash Consideration” and together with the Exchange Ratio, the “Merger Consideration”). The Merger Agreement is governed by Bermuda law and subject to the jurisdiction of Bermuda courts. The Merger will be a taxable event for Alterra shareholders.Each of the boards of directors of Alterra and Markel unanimously adopted and approved the Merger Agreement, and deemed it fair to, advisable and in the best interests of, their respective companies and shareholders to enter into the Merger Agreement and to consummate the Merger and the other transactions contemplated thereby. In Markel’s case, this includes (among other things) the issuance of Markel common stock in connection with the Merger. Markel must obtain the approval of at least a majority of votes cast at a special meeting of Markel’s shareholders in accordance with the rules of the New York Stock Exchange to authorize the issuance of Markel common stock in the Merger. Alterra’s board of directors approved an amendment to Alterra’s bye-laws which would reduce the shareholder vote required to approve a merger with any other company from the affirmative vote of three-fourths of the votes cast at a general meeting of the shareholders to a simple majority (the “Bye-law Amendment”), and recommended that Alterra’s shareholders approve the Bye-law Amendment. If the Bye-law Amendment is approved by Alterra’s shareholders, then Alterra must obtain approval of at least a majority of the votes cast at a special general meeting of Alterra’s shareholders (the “Alterra Special General Meeting”) to approve and adopt the Merger Agreement and the Merger. If the Bye-law Amendment is not approved, then Alterra must obtain approval of at least three-fourths of the votes cast at the Alterra Special General Meeting.The Merger is expected to close in the first half of 2013, subject to customary closing conditions, including among others, (i) receiving the required approvals of Alterra and Markel shareholders, (ii) authorization having been obtained for listing the Markel common stock to be issued and reserved for issuance to Alterra shareholders in the Merger on the New York Stock Exchange, (iii) receipt of required regulatory approvals, including those from applicable insurance authorities, (iv) effectiveness of the registration statement for the Markel common stock to be issued in the Merger and (v) the absence of any order or injunction by a court of competent jurisdiction preventing the consummation of the Merger, and the absence of any action taken, or any law enacted, entered, enforced or made applicable to the Merger, by any governmental entity that makes the consummation of the Merger illegal or otherwise restrains, enjoins or prohibits the Merger. The parties’ obligations to consummate the Merger are also subject to the condition that A.M. Best Company, Inc. (“A.M. Best”) shall have provided oral or written notice to the parties that certain of Markel’s and Alterra’s insurance subsidiaries have been assigned a Financial Strength Rating of at least “A” on a group basis, after giving effect to the Merger or will be assigned such rating immediately after the effective time of the Merger (the “A.M. Best Condition”). In addition, Alterra’s obligation to consummate the Merger is conditioned on the addition of two Alterra nominees to Markel’s board of directors as described in more detail below, and Markel’s obligation to consummate the Merger is conditioned on Alterra having not less than $500,000,000 in immediately available unrestricted funds on the closing date of the Merger.All options to purchase Alterra common shares that are outstanding and unexercised will automatically be converted into options to acquire a number of Markel common stock adjusted on an exchange ratio equal to the sum of the Exchange Ratio plus the quotient of $10.00 divided by the weighted average share price of Markel common stock for the five consecutive trading days immediately preceding the second trading day before the closing of the Merger (the “Incentive Award Exchange Ratio”), at an equitably adjusted exercise price and otherwise on the same terms and conditions.Awards of restricted Alterra common shares which automatically vest upon a change of control will automatically vest upon the closing of the Merger (generally restricted Alterra common shares granted on or before December 31, 2010, other than performance based awards) and holders of such Alterra restricted common shares will receive the Merger Consideration. Awards of restricted Alterra common shares that do not automatically vest upon a change of control (generally restricted Alterra common shares granted after January 1, 2011 or performance based awards of restricted Alterra common shares granted on or before December 31, 2010) will automatically be converted into the right to receive similarly restricted Markel common stock based on an exchange ratio equal to the Incentive Award Exchange Ratio and otherwise on the same terms and conditions.Holders of warrants to purchase Alterra common shares that are outstanding and unexercised (“Alterra Warrants”) will have the option to either (i) surrender the warrant to Markel for an amount equal to the Merger Consideration multiplied by the number of Alterra common shares the holder of such warrant would have received had such holder exercised such warrant immediately before effectiveness of the Merger through a cashless exercise, plus any other amounts payable under the terms of the warrant upon its exercise, or (ii) have such Alterra Warrant remain outstanding in accordance with its terms. Upon the effective time of the Merger, such Alterra warrants (the “Converted Warrants”) will automatically represent a right to purchase, (1) an amount of cash equal to the Cash Consideration multiplied by the number of Alterra common shares for which such Converted Warrant may have been exercised immediately before the Closing and (2) that number of Markel common shares equal to the number of Alterra common shares for which such Converted Warrant may have been exercised immediately before the Closing multiplied by the Exchange Ratio, together with any cash paid in lieu of a fractional share in accordance with the terms of the Converted Warrants. The Converted Warrants will otherwise be on the same terms and conditions as the Alterra Warrants.Under the Merger Agreement, Markel has agreed to take the necessary actions to increase the authorized number of directors from ten to twelve members and for two individuals designated by Alterra’s to be appointed to Markel’s board of directors, in each case, effective as of the effective time of the Merger. The twelve directors are anticipated to be the ten current members of Markel’s board of directors and two individuals designated by Alterra and approved by the Nominating/Corporate Governance Committee of the board of directors of Markel (such approval not to be unreasonably withheld).The Merger Agreement contains customary representations and warranties of Alterra and Markel. In addition, the Merger Agreement contains customary covenants of Alterra, including, among others, covenants (i) to conduct Alterra’s businesses in the ordinary course during the interim period between the execution of the Merger Agreement and completion of the Merger, (ii) not to engage in certain kinds of transactions during this interim period, (iii) to hold a shareholder meeting to put the matters that require the approval of Alterra’s shareholders before its shareholders for their consideration and (iv) to use reasonable best efforts to take all actions necessary to obtain all governmental and regulatory approvals, subject to certain customary limitations. The Merger Agreement also contains covenants of Markel, including, among others, covenants (x) not to undertake certain kinds of actions during this interim period, (y) to hold a shareholder meeting to put the matters that require the approval of Markel’s shareholders before its shareholders for their consideration and (z) to use reasonable best efforts to take all actions necessary to obtain all governmental and regulatory approvals, subject to certain customary limitations.The Merger Agreement also contains a covenant under which the parties have agreed that they will not, and will use reasonable best efforts to cause their respective representatives not to, solicit, facilitate (includingby providing information), or participate in any negotiations or discussions with any person relating to, any takeover proposal, as further described in the Merger Agreement. Each of Alterra and Markel may, subject to certain procedural requirements set forth in the Merger Agreement, provide information to and enter into discussions and negotiations with third parties if the respective board of directors believes that such takeover proposal is likely to result in a “Superior Proposal” (as defined in the Merger Agreement). Markel’s board of directors may change its recommendation to the Markel shareholders to approve the issuance of Markel common stock in the Merger if as the result of a “Parent Intervening Event” (as defined in the Merger Agreement), Markel’s board of directors concludes in good faith that the failure to take such action is reasonably likely to violate their fiduciary duties under applicable law. Alterra’s board of directors may change its recommendation to the Alterra shareholders to approve the Merger if as the result of a “Company Intervening Event” (as defined in the Merger Agreement) or a Superior Proposal, Alterra’s board of directors concludes in good faith that the failure to take such action is reasonably likely to violate their fiduciary duties under applicable law. However, neither of Alterra’s nor Markel’s board of directors has the right to terminate the Merger Agreement to accept a takeover proposal or in connection with its own change or withdrawal of its recommendation. Therefore, unless the Merger Agreement is terminated by the other party following such a change or withdrawal in recommendation, the Merger and the issuance of Markel common stock in connection therewith will be submitted to a vote of each of Alterra’s and Markel’s shareholders, respectively.The Merger Agreement contains certain customary termination rights for both Alterra and Markel. Each of Alterra and Markel will also have the right to terminate the Merger Agreement following its respective shareholder meeting if the other party’s book value as of the business day immediately before such meeting is less than 80% of, in the case of Alterra’s book value, $2,880,000,000, and in the case of Markel’s book value, $3,815,000,000 (each a “Reference Book Value”). Additionally, the Merger Agreement provides that (i) either Alterra or Markel may terminate the Merger Agreement for failure of the A.M. Best Condition. Additionally, Markel may terminate the Merger Agreement if holders of 10% or more of Alterra’s outstanding common shares seek appraisal rights under Bermuda law.In addition, the Merger Agreement provides that, upon termination of the Merger Agreement under specified circumstances, Alterra may be required to pay Markel or Markel may be required to pay Alterra, a termination fee of $94,500,000, including if the Merger Agreement is terminated by a party due to a change or withdrawal by the board of directors of the other party of its recommendation of the Merger, or following certain types of terminations, if within nine months of such termination the non-terminating party enters into a definitive agreement with respect to, or consummates, a qualifying takeover proposal. Additionally, a party may be required to pay the other a fee of $47,250,000 in the case of termination following the failure of such party’s shareholders to approve the issuance of common shares in the Merger or the Merger, as applicable, subject to limited exceptions, and an additional fee of $47,250,000 if within nine months of such termination, the party whose applicable shareholder vote has not been obtained enters into a definitive agreement with respect to, or consummates, a takeover proposal. The parties will not be required to pay a termination fee in connection with terminations relating to the A.M. Best Condition or in respect of a decline in the other party’s Reference Book Value.The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement and Plan of Merger, a copy of which is attached hereto as Exhibit 2.1 and the terms of which are incorporated herein by reference.The Merger Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Alterra, Markel or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Merger Agreement were made by the parties thereto only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the Merger Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocatingcontractual risk between the parties to the Merger Agreement instead of establishing these matters as facts (such disclosures include information that has been included in Alterra’s and Markel’s respective public disclosures, as well as additional non-public information); and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third party beneficiaries under the Merger Agreement (except for the right of Alterra’s shareholders to receive the transaction consideration from and after the consummation of the Merger) and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Alterra or Markel or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Merger Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Alterra’s and Markel’s respective public disclosures.Voting AgreementsAs an inducement for Alterra and Markel to enter into the Merger Agreement, shareholders of Markel and Alterra, who are directors, members of senior management or certain institutional investors entered into voting agreements covering, in the case of Alterra approximately 19.6% of the outstanding voting power of Alterra common shares (after giving effect to certain voting cutbacks set forth in the bye-laws of Alterra), and in the case of Markel, at least 5.2% of the outstanding voting power of Markel.Under the voting agreements, each such shareholder agreed, among other things, to vote all of such shareholder’s common shares in favor of the matters to be submitted to the vote of the applicable party’s shareholders in connection with the Merger and against any competing takeover proposal or any amendment to Alterra’s and Markel’s memorandum of association or bye-laws or equivalent documents that would reasonably be expected to materially impede or delay the Merger Agreement and the transactions contemplated by the Merger Agreement. Each such shareholder has also granted a proxy, in the case of Alterra shareholders, to Markel and up to two designated representatives of Markel, and in the case of Markel shareholders, to Alterra and up to two designated representatives of Alterra, to vote such shareholder’s shares in accordance with the terms of the voting agreement to which it is a party.Those shareholders of Alterra and Markel executing a voting agreement agree that for a period beginning on December 18, 2012 and ending three months following the effective time of the Merger, such shareholder will not offer or agree to directly or indirectly sell, transfer, assign or otherwise dispose of or create or permit to exist any encumbrance with respect to any common shares, options or warrants owned by such person, subject to customary exceptions.The foregoing description of the voting agreements does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Company Shareholder Agreement and the Form of Parent Shareholder Agreement, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and the terms of which are incorporated herein by reference.ITEM 8.01OTHER EVENTS.(a) On December 19, 2012, Alterra and Markel issued a joint press release announcing the execution of the Merger Agreement. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.(b) In connection with the announcement of the Merger Agreement, Markel is filing as Exhibit 99.2 to this Current Report on -K the materials being used in connection with presentations to and conversations with investors beginning the date hereof.(c) Markel estimates net losses, including reinstatement premiums, from Hurricane Sandy will range from $75 million to $125 million on a pre-tax basis. This estimate is within Markel’s normal risk tolerances for natural catastrophe events in the Mid-Atlantic and Northeastern United States.Markel’s estimate of hurricane losses is based on industry assessments of exposure, claims received to date and detailed policy level reviews. The estimate is preliminary and dependent on broad assumptions about coverage, liability and reinsurance. Accordingly, Markel’s actual ultimate net loss from this event may differ materially from this preliminary estimate. Hurricane loss estimates are based on currently available information related to covered exposures and assumptions about how coverage applies. As actual losses are reported, claims are adjusted and coverage issues are resolved, hurricane losses may change significantly.ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.(d)ExhibitsExhibitNo.Description2.1Agreement and Plan of Merger, dated as of December 18, 2012, by and among Alterra Capital Holdings Limited, Markel Corporation and Commonwealth Merger Subsidiary Limited10.1Form of Company Shareholder Voting Agreement, dated as of December 18, 2012, by and among Markel Corporation and each of the shareholders of Alterra Capital Holdings Limited listed on Schedule A thereto10.2Form of Parent Shareholder Voting Agreement, dated as of December 18, 2012, by and among Alterra Capital Holdings Limited, and each of the shareholders of Markel Corporation listed on Schedule A thereto99.1Joint Press Release dated December 19, 201299.2Investor presentation slides dated December 19, 2012, to be used in connection with investor presentationsINFORMATION CONCERNING FORWARD-LOOKING STATEMENTSThis filing includes statements about future economic performance, finances, expectations, plans and prospects of Alterra and Markel, both individually and on a combined basis, that are forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. There are risks and uncertainties that could cause actual results to differ materially from those expressed in or suggested by such statements. For further information regarding factors affecting future results of Alterra and Markel, please refer to their Annual Report on -K for the year ended December 31, 2011 and Quarterly Reports on -Q and other documents filed by Alterra and Markel since March 1, 2012 with the Securities Exchange Commission (“SEC”). These documents are also available free of charge, in the case of Alterra, by directing a request to Alterra through Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Markel, by directing a request to Bruce Kay, Investor Relations, at 804-747-0136. Neither Alterra nor Markel undertakes any obligation to update or revise publicly any forward-looking statement whether as a result of new information, future developments or otherwise.This filing contains certain forward-looking statements within the meaning of the U.S. federal securities laws. Statements that are not historical facts, including statements about Alterra’s and Markel’s beliefs, plans or expectations, are forward-looking statements. These statements are based on Alterra’s or Markel’s current plans, estimates and expectations. Some forward-looking statements may be identified by use of terms such as “believe,” “anticipate,” “intend,” “expect,” “project,” “plan,” “may,” “should,” “could,” “will,” “estimate,” “predict,” “potential,” “continue,” and similar words, terms or statements of a future or forward-looking nature. In light of the inherent risks and uncertainties in all forward-looking statements, the inclusion of such statements in this filing should not be considered as a representation by Alterra, Markel or any other person that Alterra’s or Markel’s objectives or plans, both individually and on a combined basis, will be achieved. A non-exclusive list of important factors that could cause actual results to differ materially from those in such forward-lookingstatements includes the following: (a) the occurrence of natural or man-made catastrophic events with a frequency or severity exceeding expectations; (b) the adequacy of loss reserves and the need to adjust such reserves as claims develop over time; (c) the failure of any of the loss limitation methods the parties employ; (d) any adverse change in financial ratings of either company or their subsidiaries; (e) the effect of competition on market trends and pricing; (f) cyclical trends, including with respect to demand and pricing in the insurance and reinsurance markets; (g) changes in general economic conditions, including changes in interest rates and/or equity values in the United States of America and elsewhere; and (h) other factors set forth in Alterra’s and Markel’s recent reports on -K, -Q and other documents filed with the SEC by Alterra and Markel.* * * * *Risks and uncertainties relating to the proposed transaction include the risks that: (1) the parties will not obtain the requisite shareholder or regulatory approvals for the transaction; (2) the anticipated benefits of the transaction will not be realized or the parties may experience difficulties in successfully integrating the two companies; (3) the parties may not be able to retain key personnel; (4) the conditions to the closing of the proposed merger may not be satisfied or waived; (5) the outcome of any legal proceedings to the extent initiated against Alterra or Markel or its respective directors and officers following the announcement of the proposed merger is uncertain; (6) the acquisition may involve unexpected costs; and (7) the businesses may suffer as a result of uncertainty surrounding the acquisition. These risks, as well as other risks of the combined company and its subsidiaries may be different from what the companies expect, or have previously experienced, and each party’s management may respond differently to any of the aforementioned factors. These risks, as well as other risks associated with the merger, will be more fully discussed in the joint proxy statement/prospectus that will be included in the Registration Statement on Form S-4 to be filed by Alterra and Markel with the SEC. Readers are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date on which they are made.ADDITIONAL INFORMATION ABOUT THE PROPOSED MERGER AND WHERE TO FIND IT:This filing relates to a proposed transaction between Alterra and Markel that will become the subject of a registration statement, which will include a joint proxy statement/prospectus, to be filed by Alterra and Markel with the SEC. This material is not a substitute for the joint proxy statement/prospectus that Alterra and Markel will file with the SEC or any other document that Alterra or Markel may file with the SEC or Alterra or Markel may send to its shareholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC OR SENT TO SHAREHOLDERS, INCLUDING THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS THAT WILL BE PART OF THE REGISTRATION STATEMENT ON FORM S-4, AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER. All documents, when filed, will be available free of charge at the SEC’s website (www.sec.gov) or, in the case of Alterra, by directing a request to Joe Roberts, Chief Financial Officer, or Susan Spivak Bernstein, Senior Vice President, Investor Relations, at 441-295-8800 and, in the case of Markel, by directing a request to Bruce Kay, Investor Relations, at 804-747-0136.PARTICIPANTS IN THE SOLICITATION:Alterra and Markel and their respective directors and executive officers may be deemed to be participants in any solicitation of proxies from both Alterra’s and Markel’s shareholders in favor of the proposed transaction. Information about Alterra’s directors and executive officers and their ownership in Alterra common stock is available in the proxy statement dated March 26, 2012 for Alterra’s 2012 annual general meeting of shareholders. Information about Markel’s directors and executive officers and their ownership of Markel common stock is available in the proxy statement dated March 16, 2012 for Markel’s 2012 annual meeting of shareholders.SIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Markel CorporationDecember 19, 2012By:/s/ Richard R. Whitt, IIIName:Richard R. Whitt, IIITitle:President and Co-Chief Operating OfficerExhibit IndexExhibitNo.Description2.1Agreement and Plan of Merger, dated as of December 18, 2012, by and among Alterra Capital Holdings Limited, Markel Corporation and Commonwealth Merger Subsidiary Limited10.1Form of Company Shareholder Voting Agreement, dated as of December 18, 2012, by and among Markel Corporation and each of the shareholders of Alterra Capital Holdings Limited listed on Schedule A thereto10.2Form of Parent Shareholder Voting Agreement, dated as of December 18, 2012, by and among Alterra Capital Holdings Limited, and each of the shareholders of Markel Corporation listed on Schedule A thereto99.1Joint Press Release dated December 19, 201299.2Investor presentation slides dated December 19, 2012, to be used in connection with investor presentations
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,199
|
Cash Flows:Cash flows from operating activities primarily result from the transmission and distribution of electricity, and the distribution of natural gas and water. Cash flows provided by operating activities totaled $371.9 million in the first quarter of 2022, compared with $411.4 million in the first quarter of 2021. Changes in Eversource’s cash flows from operations were generally consistent with changes in its results of operations, as adjusted by changes in working capital in the normal course of business and as further discussed. Operating cash flows were unfavorably impacted by the timing of cash collections on our accounts receivable, an increase in regulatory under-recoveries driven by the timing of collections for regulatory tracking mechanisms and an increase in cash payments for storm costs, customer credits being distributed to CL&P’s customers in the first quarter of 2022 as a result of the October 2021 settlement agreement and the 2021 storm performance penalty for its response to Tropical Storm Isaias, a $22.3 million increase in cost of removal expenditures, and an increase in income tax payments of $7.2 million made in 2022, as compared to 2021. These unfavorable impacts were partially offset by the timing of cash payments made on our accounts payable, the timing of other working capital items, and a $5.0 million decrease in pension contributions made in 2022, as compared to 2021.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,453
|
Hurricane Harvey Insurance Recoveries:
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Reimbursement
|
1,065
|
Incurred losses and LAE decreased by 12.9% to $4,922.9 million in 2019, compared to $5,651.4 million in 2018, primarily due to an decrease in current year catastrophe losses of $693.5 million and $531.2 million less of unfavorable development on prior years catastrophe losses in 2019 compared to 2018. These decreases were partially offset by an increase of $415.6 million in current year attritional losses, mainly due to the impact of the increase in premiums earned and changes in the mix of business, and $80.6 million less of favorable development on prior years attritional losses in 2019 compared to 2018. The current year catastrophe losses of $545.5 million in 2019 related to Typhoon Hagibis ($200.0 million), Hurricane Dorian ($170.9 million), Typhoon Faxai ($124.3 million), Townsville Monsoon ($25.3 million), and the Dallas tornadoes ($25.0 million). The $1,239.0 million of current year catastrophe losses in 2018 related to Hurricane Michael ($462.0 million), Camp
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
572
|
(a)For Exelon, the increase primarily relates to the impacts of the February 2021 extreme cold weather event. See Note 3 — Regulatory Matters for additional information. For the Utility Registrants, the increase is primarily a result of increased aging of receivables.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
819
|
Group 1 Automotive, Inc.__________________________________________(Exact name of registrant as specified in its charter)Delaware1-1346176-0506313_____________________(State or other jurisdiction_____________(Commission______________(I.R.S. Employerof incorporation)File Number)Identification No.)800 Gessner, Suite 500, Houston, Texas77024_________________________________(Address of principal executive offices)___________(Zip Code)Registrant’s telephone number, including area code:713-647-5700Not Applicable______________________________________________Former name or former address, if changed since last reportCheck the appropriate box below if the -K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Top of the FormItem 8.01 Other Events.On May 30, 2012, Group 1 Automotive, Inc. (the "Company") announced that senior management will present at the Stephens Spring Investor Conference on June 5th in New York City. A copy of the press release is attached hereto as Exhibit 99.1.On May 31, 2012 the Company announced that it is assessing damage at seven of its eight Oklahoma City, OK import and domestic dealerships in the aftermath of a May 29th hail storm. A copy of the press release is attached hereto as Exhibit 99.2.Item 9.01 Financial Statements and Exhibits.99.1 Press Release of Group 1 Automotive, Inc., dated as of May 30, 2012.99.2 Press Release of Group 1 Automotive, Inc., dated as of May 31, 2012.Top of the FormSIGNATURESPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.Group 1 Automotive, Inc.June 1, 2012By:/s/ Darryl M. BurmanName: Darryl M. BurmanTitle: Vice PresidentTop of the FormExhibit IndexExhibit No.Description99.1Press release of Group 1 Automotive, Inc. dated as of May 30, 2012.99.2Press release of Group 1 Automotive, Inc. dated as of May 31, 2012.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,067
|
Occidental Petroleum Corporation (“Occidental”) continues to evaluate the impact of Hurricane Ida on its Gulf of Mexico and Chemical operations. We are relieved to report that all employees and contractors are safe following the storm.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
3,144
|
Several of our facilities are located in regions that have a higher than average risk of earthquake activity and one of our facilities has experienced damage due to floods. Although we maintain earthquake and flood loss insurance where necessary, an earthquake, flood or other natural disaster could disrupt our business, result in significant recovery costs and cause our productivity and profits to decrease.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,315
|
Comparison of Results for the Years Ended December 31, 2017 (audited) and December 31, 2016 (audited)($ in thousands)Year Ended December 31,Change2017% ofTotalRevenue2016% ofTotalRevenue$%RevenuesService Revenues$383,68675.7%$362,69876.2%$20,9885.8%Product Revenues122,99924.3%113,58623.9%9,4138.3%Total Revenues506,685100.0%476,284100.0%30,4016.4%Cost of Revenues and Operating ExpensesCost of Services332,36065.6%318,00166.8%14,3594.5%Cost of Products107,99021.3%106,25922.3%1,7311.6%Administrative9,2221.8%10,4322.2%(1,210)(11.6%)Salary and Payroll Taxes15,2943.0%14,4543.0%8405.8%Amortization of Intangible Assets3,5210.7%3,5210.7%00.0%Total Cost of Revenues and Operating Expenses468,38792.4%452,66795.0%15,7203.5%Income from Operations38,2987.6%23,6175.0%14,68162.2%Other Income (Expense), netInterest Income4080.1%3400.1%6820.0%Other (Expense)/Income(217)0.0%(178)0.0%(39)21.9%Total Other Income, net1910.0%1620.0%2917.9%Income Before Provision for Income Taxes38,4897.6%23,7795.0%14,71061.9%Provision for Income Taxes5,2631.0%5,6151.2%(352)(6.3%)Net Income$33,2266.6%$18,1643.8%$15,06282.9%Revenues.Revenues increased approximately 6.4%, or $30.4 million, to $506.7 million in 2017, from $476.3 million in 2016. The increase was driven by one incremental net new shipboard health and wellness center added to the fleet, four net new destination health and wellness resort centers opened, a continued trend towards larger and enhanced health and wellness centers as well as increased guest spending on higher-pricedservices, product innovation and improved collaboration with partners such as continued rollout of new direct marketing initiatives onboard.For the year ended December 31, 2017, the five incremental net new health and wellness centers contributed $5.7 million, the increase in average price of services and products sold contributed $12.6 million and the increase in the volume of services sold at existing health and wellness centers contributed $12.0 million in increased revenue, respectively. The revenue growth over this time period was driven more from products than services:•Service revenues.Service revenues increased approximately 5.8%, or $21.0 million, to $383.7 million in 2017, from $362.7 million in 2016.•Product revenues.Product revenues increased approximately 8.3%, or $9.4 million, to $123.0 million in 2017, from $113.6 million in 2016.The productivity of shipboard health and wellness centers increased for 2017 compared to 2016 as evidenced by an increase in both average weekly revenues and revenues per shipboard staff per day. Average weekly revenues increased by 6.1% to $56,999 in 2017, from $53,741 in 2016, and revenues per shipboard staff per day increased by 4.3% over the same time period. OSW Predecessor had an average of 2,809 shipboard staff members in service in 2017 compared to an average of 2,708 shipboard staff members in service in 2016.The productivity of destination resort health and wellness centers, measured by average weekly revenues, decreased 12.6% to $16,400 in 2017, from $18,765 in 2016. The decrease in productivity was primarily driven by one large destination resort health and wellness center being under renovation, the addition of smaller health and wellness centers in Asia that generate lower revenue and the impact of hurricanes in 2017.Cost of services.Cost of services increased $14.4 million in 2017 compared to 2016. The increase was primarily attributable to an increase in service revenues which accounted for an increase of $18.4 million, offset by the effect of reduced costs under the Supply Agreement which decreased cost of services by $3.6 million. Cost of services as a percentage of service revenues decreased to 86.6% in 2017, from 87.7% in 2016. The decrease was primarily attributable to the effect of reduced costs under the Supply Agreement and an increase in higher margin services.27
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
223
|
•CAL FIRE investigators determined the Nuns Fire was caused by a broken top of a tree coming in contact with a power line.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,590
|
The Louisiana Act 55 financing tax settlement sharing variance results from a regulatory charge because the benefits of the settlement with the IRS related to the uncertain tax position regarding the Hurricane Katrina and Hurricane Rita Louisiana Act 55 financing will be shared with customers. See Note 10 to the financial statements for additional discussion of the settlement and benefit sharing.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
2,468
|
On June 18, 2019, the Debtors entered into PSAs (as defined below) with certain local public entities providing for an aggregate of $1.0 billion to be paid by the Debtors to such public entities pursuant to the Debtors’ Chapter 11 plan of reorganization (the “Debtor Plan”)in order to settle such public entities’ claims against the Debtors relating to the Wildfires (collectively, “Wildfire Claims”), upon the terms and conditions set forth therein. The Debtor Plan currently is under development and has not yet been filed with the Bankruptcy Court. The Debtors have entered into a Plan Support Agreement as to Plan Treatment of Public Entities’ Wildfire Claims (each, a “PSA”) with each of the following public entities or group of public entities, as applicable: (i) the City of Clearlake, the City of Napa, the City of Santa Rosa, the County of Lake, the Lake County Sanitation District, the County of Mendocino, Napa County, the County of Nevada, the County of Sonoma, the Sonoma County Agricultural Preservation and Open Space District, the Sonoma County Community Development Commission, the Sonoma County Water Agency, the Sonoma Valley County Sanitation District and the County of Yuba (collectively, the “2017 Northern California Wildfire Public Entities”); (ii) the Town of Paradise; (iii) the County of Butte; (iv) the Paradise Recreation & Park District; (v) the County of Yuba; and (vi) the Calaveras County Water District. For purposes of each PSA, the government entities that are party to such PSA are referred to herein as “Supporting Public Entities.”
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
911
|
On August 4, 2020, Tropical Storm Isaias caused catastrophic damage to our electric distribution system, which resulted in significant numbers and durations of customer outages, primarily in Connecticut. In terms of customer outages, this storm was one of the worst in CL&P’s history. PURA will investigate the prudency of costs incurred by CL&P to restore service in response to Tropical Storm Isaias. That investigation is expected to occur either in a separate proceeding not yet initiated or as part of CL&P’s next rate review proceeding. Tropical Storm Isaias resulted in deferred storm restoration costs of approximately $234 million at CL&P and $251 million at Eversource as of December 31, 2021. Although PURA found that CL&P’s performance in its preparation for and response to Tropical Storm Isaias fell below applicable performance standards in certain instances, CL&P believes it will be able to present credible evidence in a future proceeding demonstrating there is no reasonably close causal connection between the alleged sub-standard performance and the storm costs incurred. While it is possible that some amount of storm costs may be disallowed by the PURA in a future proceeding, any such amount cannot be estimated at this time. Eversource and CL&P continue to believe that these storm restoration costs associated with Tropical Storm Isaias were prudently incurred and meet the criteria for cost recovery; and as a result, management does not expect the storm cost review by the PURA to have a material impact on the financial position or results of operations of Eversource or CL&P.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
175
|
(d)Reflects non-regulated energy marketing incentive compensation costs related to the February 2021 winter weather event and are included in operating and maintenance expense on the consolidated statements of comprehensive income.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
899
|
SDG&E filed cross-complaints against Cox seeking indemnification for any liability that SDG&E might incur in connection with the Guejito fire, two SDG&E contractors seeking indemnification in connection with the Witch fire, and one SDG&E contractor seeking indemnification in connection with the Rice fire. As discussed above, SDG&E’s claims against Cox have now been fully settled.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
203
|
Finished Product Prices: Higher prices in the overall commodity market for corn and soybean oil, which is competing fats to BFT, positively impacted Darling’s finished product prices while MBM prices were lower as soybean meal prices were lower. $20.0 million of the increase in Rendering Segment sales is due primarily to a market-wide increase in BFT prices (fat), but this increase was impacted by extreme summer temperatures in the third quarter of Fiscal 2010 as compared to the third quarter of Fiscal 2009 that also extended for a longer period of time which affected product quality resulting in lower grades of rendered tallow and grease for sale. The market increases were due to changes in supply/demand in both the domestic and export markets for commodity fats, including BFT.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,662
|
As you know from my last letter, our two subsidiaries that are located in Fort Myers, Florida (Alternative Laboratories and Thermodynamics International), were largely unscathed from the hurricane that struck the area in late September. Our facilities remained intact, and power, water, and other utilities necessary to perform work have now been restored. I am thrilled to say that all of our employees are now accounted for, and most of them are back at work. That being said, this traumatic event has taken a toll on the emotional and physical well-being of most citizens of the area, and our employees have suffered from this as well. While events like this do have a sobering effect on us, the outpouring of support for the Fort Myers community from our shareholders is nothing short of amazing. For those of you who took the time to write to them and support them with your resources and finances, we as a Company are grateful for your dedication to helping those who are most in need. I know I speak for all of our 514 employees nationwide when I say thank you!
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
3,106
|
·Recovery and Related Charges and Expenses. We expect to incur charges and expenses related to recovering from the flooding of ourAyudhaya,Thailand facilities and its impact on our operations, including items such as fixed asset impairments, inventory write-downs and charges for restoration and recovery work. The amount of these charges and expenses cannot currently be estimated and is dependent on several factors, including our ability to extract water from our facilities, the extent of damage to our facilities, existing inventories and equipment caused by the flooding, and the time and effort required to restore or replace damaged equipment. The ultimate timing of the incurrence of these charges and expenses is dependent on the time required to complete our recovery efforts and recommence production in Thailand at normal capacity.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
454
|
As discussed in the -K, in July 2019, the City Council approved the stipulated settlement related to Entergy New Orleans’s application for three utility-scale solar projects totaling 90 MW. Commercial operation of the 20 MW New Orleans Solar Station commenced in December 2020. Due to a delay resulting from Hurricane Ida, Entergy New Orleans now expects to begin receiving power under the 50 MW Iris Solar and the 20 MW St. James Solar power purchase agreements in 2022.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,382
|
In regard to the 2007 wildfire litigation, SDG&E's settlement of claims and the estimate of outstanding claims and legal fees is approximately $1.9 billion, which is in excess of the $1.1 billion of liability insurance coverage and the $444 million of proceeds received as a result of the settlement with Cox Communications. However, SDG&E has concluded that it is probable that it will be permitted to recover from its utility customers substantially all reasonably incurred costs of resolving wildfire claims in excess of its liability insurance coverage and amounts recovered from other potentially responsible parties. Consequently, Sempra Energy and SDG&E expect no significant earnings impact from the resolution of the remaining wildfire claims. However, SDG&E’s cash flow may be adversely affected by timing differences between the resolution of claims and recoveries from other potentially responsible parties and utility customers, which may extend over a number of years. In addition, recovery from customers will require future regulatory actions, and a failure to obtain recovery, or any negative assessment of the likelihood of recovery, would likely have a material adverse effect on Sempra Energy's and SDG&E's cash flows and results of operations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,758
|
In February 2021, the U.S. experienced winter storm Uri, bringing extreme cold temperatures, ice, and snow to the central U.S., including Texas, and in March 2021, Colorado experienced a historic blizzard. Winter storm Uri adversely affected the Partnership’s volumes for approximately ten days and the blizzard in Colorado likewise disrupted the Partnership’s assets in that state. While the overall financial impact of the storms is still being calculated, the Partnership expects these weather events will have a negative impact on its results of operations for the quarter ended March 31, 2021, including a reduction in its net income of between $25 million and $30 million and a reduction in its Adjusted EBITDA (as defined in the Partnership’s Annual Report on -K for the year ended December 31, 2020, which the Partnership filed with the Securities and Exchange Commission on February 26, 2021) of between $25 million and $30 million. The estimated impact of the adverse winter weather on the Partnership’s operations and financial results may change and those changes may be material. Any additional inclement weather in the future, or other adverse conditions, including resolution of litigation and other legal disputes and the COVID-19 pandemic and resulting mitigation factors, may have an adverse impact on the Partnership’s operations and financial results.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,466
|
Yes, Brian, a couple points, first of all, it is fairly significant the delays that we saw in the FY10 defense budget. That budget is, although it’s supposed to come out in October, it’s rare that it ever comes out in October, but it’s also equally rare that it doesn’t happen until almost the end of the government fiscal quarter. While … our fiscal year is one month offset from the government fiscal year, when it doesn’t get passed until Christmas, that basically leaves us one month for booking any new starts. That coupled with the snowstorms and stuff that the government saw on this quarter, it resulted in an impact. Overall, we still feel pretty good about that. We do think the second quarter is going to be quite a bit stronger, and I’ll let Jim comment on the specifics of book-to-bill ratio.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
943
|
Cash flow from operations increased $35.4 million for the first quarter 2010 compared to the first quarter 2009 primarily due to the timing of accounts receivable and payable activity and ice storm restoration spending in 2009, partially offset by decreased recovery of fuel costs, an increase of $16.4 million in pension contributions, and income tax refunds of $24.9 million received in 2009.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,413
|
Net revenues were $63.8 million for the six months ended June 30, 2018, as compared to $68.3 million for the comparable period in 2017. The decrease in the period was primarily due to a $3.8 million, or 13%, decline in advertising revenue driven by the continued impact of the recovery from Hurricane Maria in Puerto Rico, offset by an increase in advertising revenue at our cable networks, and the impact of the current period adoption of the new revenue recognition standard, which required certain costs that were netted against revenue in prior periods to be reclassified to operating expenses, and as a result increased advertising revenue by $1.7 million. Additionally, in 2017, we benefited from theWorld Baseball Classictelevised on WAPA, which did not occur in 2018. The decrease in net revenues in the period was also due to a $1.0 million, or 3%, decline in affiliate fees as a result of the interruption caused by Hurricane Maria on subscriptions to pay television distributors in Puerto Rico, the blackout of WAPA on DirecTV during the current quarter, and the termination of TV Dominicana by AT&T in September 2017. Other revenues increased $0.3 million driven by higher content licensing fees.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
993
|
•The Cherokee Fire, in Butte County, started the evening of Oct. 8 and burned a total of 8,417 acres, destroying 6 structures. There were no injuries. CAL FIRE investigators have determined the cause of the fire was a
result of tree limbs coming into contact with PG&E power lines.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Negative
|
181
|
due to scheduled repayments of Cleco Katrina/Rita storm recovery bonds. These decreases were partially offset by a $1.9 million increase of debt expense amortizations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,205
|
As a consequence of the expected recovery of wildfire costs from utility customers, Sempra Energy and SDG&E expect no significant earnings impact from the resolution of the remaining wildfire claims. However, SDG&E’s cash flow may be materially adversely affected due to the timing differences between the resolution of claims and the recoveries from other potentially responsible parties and utility customers, which may extend over a number of years. Also, recovery from customers will require future regulatory actions, and a failure to obtain substantial or full recovery, or any negative assessment of the likelihood of recovery, would likely have a material adverse effect on Sempra Energy’s and SDG&E’s financial position, cash flows and results of operations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,477
|
U.S. Thermal Coal.U.S. coal demand for electricity generation declined approximately 9% during the three months ended March 31, 2019 compared to the prior year period on reduced heating degree days and increased natural gas generation driven by lower gas prices. Total U.S. electricity generation declined 1% year-over-year during the three months ended March 31, 2019, with wind power declining 6% from the prior year. U.S. coal production declined an estimated 12% year-over-year during the three months ended March 31, 2019, with PRB shipments decreasing approximately 8 million tons on the basis of reduced rail cycling due to heavy flooding in the upper Great Plains during the last half of the quarter. Reduced coal shipments have further driven down already low utility stockpiles, leading some utilities to unexpected coal conservation measures in recent months.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,481
|
We are subject to operating hazards normally associated with the exploration and production of oil and gas, including blowouts, explosions, oil spills, cratering, pollution, earthquakes, hurricanes, labor disruptions and fires. The occurrence of any such operating hazards could result in substantial losses to us due to injury or loss of life and damage to or destruction of oil and gas wells, formations, production facilities or other properties. During November and December of 2005, our operations in Argentina were negatively effected by heavy rains and flooding in Northern Argentina. This caused trucking delays which prevented delivery of oil to the refinery for several days.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,353
|
The allowance for receivables is developed based on several factors including overall customer credit quality, historical write-off experience and specific account analyses that project the ultimate collectibility of the outstanding balances. As such, these factors may change over time causing the reserve level to vary. InStar has receivables from customers that were insured by a family of insurance companies in Florida that are insolvent, and whose claims are being administered by the Florida Insurance Guaranty Association. Should the Company be unable to collect the balance of these and/or other hurricane-related receivables, it may have to initiate legal action. While InStar has a history of recovering amounts related to its disaster recovery projects, the current circumstances increase the uncertainties in estimating the amounts recoverable on certain projects. The allowance for doubtful accounts at December 31, 2006 reflects the estimated losses resulting from the inability of these customers to make required payments. If the estimated amounts recoverable on these projects differ from amounts ultimately collected, those differences will be recognized as income or loss.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
21
|
Entergy Mississippi filed a request with the Mississippi Development Authority for CDBG funding for reimbursement of its Hurricane Katrina infrastructure restoration costs and received $81 million in October 2006.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
371
|
Subject also to financial covenants and other restrictions referenced below, availability under the Credit Agreement is based on the lesser of (i) the borrowing base value for borrowing base properties and (ii) the ratio of net operating income from borrowing base properties to annual debt service. Twenty-one properties are unencumbered borrowing base properties as of the closing of the Credit Agreement: Hampton Inn, Philadelphia, PA; Hampton Inn, Washington, DC; Hyatt Place, Valley Forge, PA; Residence Inn, Norwood, MA; Residence Inn, Langhorne, PA; Sheraton JFK International Airport, Jamaica, NY; TownePlace Suites, Harrisburg, PA; Candlewood Suites Times Square, New York, NY; Hampton Times Square, New York, NY; Hampton Inn, Hershey, PA; Holiday Inn Express, Camp Springs, MD; Holiday Inn Wall Street, New York, NY; Hampton Inn, Smithfield, RI; Hampton Inn, West Haven, CT; Holiday Inn Express, Cambridge, MA; Holiday Inn Express, Hershey, PA; Residence Inn, Carlisle, PA; Residence Inn, Framingham, MA; Bulfinch Hotel, Boston, MA; The Rittenhouse Hotel, Philadelphia, PA; and Sheraton Wilmington South, Wilmington, DE. As previously disclosed, the Company’s Holiday Inn Express on Water Street in lower Manhattan experienced flooding and was forced to close as a result of Hurricane Sandy in October 2012. The Company anticipates the Holiday Inn Express Water Street will remain closed for between two to four weeks, depending on access to resources, while restoration is in process. As a result, the Holiday Inn Express Water Street will be deemed a borrowing base property after the Borrower provides notice that such property is fully operating, open to the public and not under significant development or redevelopment. In addition, the nu Hotel in Brooklyn, NY and the Holiday Inn Express, Times Square in New York, NY may also be deemed additional borrowing base properties without approval notice from the Lenders.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,831
|
$1.3 million, recorded during 2017, which offset clean-up and repair related costs incurred directly related to the damage as a result of Hurricane Harvey, resulting in no net gain or loss,
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
944
|
Facilities:Services:·Waste Water Treatment Facility·Daily Cleaning & Custodial Service·On-Site Commissary·Professional Uniformed StaffOur hospitality services and programming are designed to promote safety, security and rest, which in turn promote greater on-the-job productivity for our customers’ workforces. All of our communities strictly adhere to our community code of conduct, which prohibits alcohol, drugs, firearms, co-habitation and guests. We work closely with our customers to ensure that our communities are an extension of the safe environment and culture they aim to provide to their employees while they are on a project location. Our customer code of conduct is adopted by each corporate customer and enforced in conjunction with our customers through their documented health, safety and environmental policies, standards and customer management. We recognize that safety and security extends beyond the customers’ jobsite hours and is a 24-hour responsibility which requires 24-hour services by Target Hospitality and close collaboration with our customer partners.History and DevelopmentTarget Hospitality’s legacy businesses of Signor and Target have grown and developed since they were created. The chart below sets out certain key milestones for each business.1978-20102010-Present·1978: Target Logistics was founded·1990: Signor Farm and Ranch Real Estate was founded·Target awarded contracts for logistics services for Olympics in 1984 (Sarajevo), 1992 (Barcelona), 1996 (Atlanta), 2000 (Sydney), 2002 (Salt Lake City), 2004 (Athens), 2006 (Turin) and 2010 (Vancouver)·The Vancouver project consisted of a 1,600 bed facility, a portion of which was subsequently transferred to North Dakota and remains in use today·2005: Target operated 1,100-bed cruise ship anchored in the Gulf of Mexico to support relief efforts during aftermath of Hurricane Katrina·In addition, built and managed 700-person modular camp in New Orleans with running water, electricity and on-site kitchen services·2007: Target hired by Freeport-McMoRan to build and operate 425-bed facility in Morenci, AZ in support of copper mining operations (re-opening 10/2012)·2008: Target provided catering/food services for 600 personnel in support of relief operations in aftermath of Hurricane Ike·2009: Target provided housing and logistics services for 1,500 workers during a refurbishment of a refinery in St. Croix·2009: Signor Lodging was formed·2010: Target opened Williston Lodge, Muddy River, Tioga and Stanley Cabins in western North Dakota·2011: Target expanded capacity in Williston, Stanley and Tioga with long-term customers Halliburton, Hess, ONEOK, Schlumberger, Superior Well Service, Key Energy Services and others·2011: Signor Lodge opened in Midland, TX (84 rooms)·2011: Signor Barnhart Lodge opened in Barnhart, TX (160 beds)·2012: Target developed additional North Dakota facilities in Dunn County (Q1), Judson Lodge(Q3), Williams County (Q3) and Watford City (Q4)·2012: Target expanded service into Texas with the opening of Pecos Lodge (90 beds) (Permian basin) in Q4·2013: Target awarded TCPL Keystone KXL pipeline project to house and feed over 6,000 workers·2013: Algeco Scotsman acquired Target Logistics in Q1·2014: Target awarded lodge contract for new 200-bed community in the Permian·2014: Target awarded contract and built 2,400-bed STRFC for U.S. federal government·2015: Opened new community in Mentone, TX (Permian basin) in Q4 for Anadarko Petroleum Company·2016: Signor expanded Midland Lodge several phased expansions 1,000 beds·2016: Signor Kermit Lodge opens with 84 rooms·2017: Signor opened Oria Lodge with 208 rooms·2017: Target expanded Permian network with the expansion of both Wolf Lodge and Pecos Lodge (Permian basin) in Q2·2017: Target expanded presence in New Mexico (Permian basin) and West Texas with the acquisition of 1,000-room Iron Horse Ranch in Q311
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Positive
|
467
|
021 primarily due to higher collections from customers and an increase of $11.6 million in income tax refunds. The increase was partially offset by the timing of payments to vendors, increased fuel costs, including those related to Winter Storm Uri, and an increase of approximately $12.3 million in storm spending in 2021, primarily due to Winter Storm Uri. Entergy Mississippi received income tax refunds in 2021 and 2020, each in accordance with an intercompany income tax allocation agreement. See Note 2 to the financial statements for a discussion of fuel and purchased power cost recovery.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
192
|
Underwriting profit for this group was $163 million for the first nine months of 2021 compared to $107 million for the first nine months of 2020, an increase of $56 million (52%). This increase reflects higher underwriting profitability in the transportation, property and inland marine and crop businesses. Catastrophe losses were $34 million (2.2 points on the combined ratio), primarily the result of winter storms in Texas and Hurricane Ida, and related net reinstatement premiums were $9 million in the first nine months of 2021 compared to catastrophe losses of $41 million (3.0 points) in the first nine months of 2020. COVID-19 related losses for this group were $7 million (0.5 points) in the first nine months of 2020.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
402
|
The Company reported record net income of $53,547,000 ($3.91 per share) in 2006, an increase of 24.5 percent from the prior record of $43,009,000 ($3.16 per share) reported in 2005. This large increase is attributed to improved underwriting results and, to a lesser extent, an increase in investment income. In 2006, the Company reported an underwriting profit of $27,914,000, compared to $17,698,000 in 2005. This increase in underwriting profit was generated by a significant increase in the amount of favorable development experienced on prior years’ reserves, and a decline in catastrophe and storm losses from hurricane plagued 2005; however, current accident-year underwriting results deteriorated moderately in 2006 as a result of declining premium rates. On a segment basis, underwriting gain increased significantly in the property and casualty insurance segment, but declined in the reinsurance segment. The increase in investment income is primarily attributed to the fact that $107,801,000 in cash received from Employers Mutual in the first quarter of 2005 in connection with the change in pool participation was fully invested throughout 2006.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Positive
|
1,700
|
Exhibit No.Description99.1Press release, issued October 4, 2022, update on the impact of Hurricane Ian104Cover Page Interactive Data File (embedded within the Inline XBRL document)
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
1,611
|
Our income tax rates are generally less than the 35 percent U.S. income tax rate primarily because of lower taxes on foreign earnings and research tax credits. Our effective tax rate for the fourth quarter and full year of 2011 was 24.5 percent and 27.1 percent, respectively. Excluding the gain on sale of certain assets and liabilities of the businesses and the flood insurance recovery, our effective tax rate for the fourth quarter and full year of 2011 was 22.8 percent and 26.3 percent, respectively. The tax rate for the fourth quarter and full year includes discrete tax items that total a benefit of $56 million ($0.29 per share) and $85 million ($0.44 per share), respectively. The discrete tax items for the fourth quarter and full year related primarily to additional research credits claimed on amended tax returns for prior periods, the settlement of uncertain tax positions and restructuring of our foreign operations. Our effective tax rate for the fourth quarter and full year of 2010 was 26.2 percent and 29.5 percent, respectively.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Reimbursement
|
805
|
The retail electric price variance is primarily due to higher storm damage rider revenues. Entergy Mississippi resumed billing the storm damage rider effective with the September 2017 billing cycle and ceased billing the storm damage rider effective with the August 2018 billing cycle. See Note 2 to the financial statements herein and in the -K for further discussion of the storm damage rider.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
2,778
|
Commercial Renewables includes a $35million loss related to Texas Storm Uri, of which $8million is recorded within Nonregulated electric and other revenues, $2million within Operation, maintenance and other, $29million within Equity in earnings (losses) of unconsolidated affiliates and $12million within Net Loss Attributable to Noncontrolling Interests on the Condensed Consolidated Statements of Operations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
845
|
Our total revenues from electric utilities and other construction and maintenance services decreased $12.3 million, or 20.7%, during the nine months ended April 25, 2009 as compared to the nine months ended April 26, 2008. The decrease was primarily attributable to a net decline in construction work performed for gas customers. Offsetting this decrease was $0.4 million of restoration work performed during fiscal 2009 related to the hurricanes that impacted the Southern United States during September of 2008.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,118
|
The increase was offset by a decrease in distribution construction expenditures as a result of an ice storm hitting Entergy Arkansas’s service territory in the first quarter 2009.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,070
|
“The winter of 2009-2010 was one of the wettest on record for Texas and caused all drilling programs and completion efforts, inclusive of ours, to experience several months of devastating delays and problems. Fortunately, due to a lot of hard work by some very dedicated and talented people, we have been able to see really significant results for Aztec’s drilling programs in 2010. As a result, we anticipate reporting some very nice production and drilling results for Aztec and its drilling/production partnerships within the next several months. Aztec is presently active in seven Texas counties and the weather is finally cooperating, therefore we are making up for lost time,” states Waylan R. Johnson, President of Aztec Oil & Gas, Inc.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
238
|
update on the Company’s first quarter volume guidance, removing prior guidance of low single digit volume growth due to the recent multiple winter storms across the Company’s network.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,346
|
The Company also expects fourth quarter 2017 results will include approximately $25 million after-tax net catastrophe losses from its auto and home insurance business, nearly all of which is attributable to California wildfires.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,434
|
Our powerline services are our core business because of the magnitude and stability of our revenues from these operations. These powerline services have benefited from the industry trends described above. Although storm restoration services can generate significant revenues, their unpredictability is demonstrated by comparing our revenues from those services in the last six fiscal years which have ranged from 2.6% to 25.5% of our total revenues. During fiscal 2006 and 2005, we experienced the largest storm restoration events of our history as several significant hurricanes affected the Gulf Coast and Florida. Our storm restoration revenue for fiscal 2006 and 2005 are not indicative of the revenues that we typically generate in any period or can be expected to generate in any future period. We cannot accurately predict the occurrence or magnitude of future storm restoration revenues.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Positive
|
2,480
|
On June 27, 2019, the California Public Utilities Commission (the “CPUC”) issued an Order Instituting Investigation (the “2017 Northern California Wildfires OII” or the “OII”) to determine whether Pacific Gas and Electric Company (the “Utility”), a subsidiary of PG&E Corporation, “violated any provision(s) of the California Public Utilities Code (PU Code), Commission General Orders (GO) or decisions, or other applicable rules or requirements pertaining to the maintenance and operation of its electric facilities that were involved in igniting fires in its service territory in 2017.”
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Negative
|
2,366
|
Item 7.01 Regulation FD Disclosure.On March 16, 2021, Lance M. Fritz, Chairman, President, and Chief Executive Officer of Union Pacific Corporation (theCompany), addressed the 2021 J.P. Morgan Industrials Conference. Mr. Fritz reaffirmed full year fiscal 2021 guidance. Mr. Fritz also provided that the impact of winter weather and rising diesel fuel priceswill prevent the Company from improving its year-over-year operating ratio in the first quarter.This -K contains forward-looking statements as defined by the Securities Act of 1933 and the Securities Exchange Act of 1934. Forward-looking statements also generally include, without limitation, information or statements regarding: projections, predictions, expectations, estimates, or forecasts as to the Company’s and its subsidiaries’ business, financial, and operational results, and future economic performance; and management’s beliefs, expectations, goals, and objectives and other similar expressions concerning matters that are not historical facts.Forward-looking statements should not be read as a guarantee of future performance or results, and will not necessarily be accurate indications of the times that, or by which, such performance or results will be achieved. Forward-looking information, including expectations regarding operational and financial improvements and the Company’s future performance or results are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in the statement. Important factors, including the impact of the COVID-19 pandemic and responses by governments, businesses, and individuals thereto, and risk factors discussed in the Company’s Annual Report on -K for 2020, which was filed with the SEC on February 5, 2021, could affect the Company’s and its subsidiaries’ future results and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements.Forward-looking statements speak only as of, and are based only upon information available on, the date the statements were made. The Company assumes no obligation to update forward-looking information to reflect actual results, changes in assumptions or changes in other factors affecting forward-looking information. If the Company does update one or more forward-looking statements, no inference should be drawn that the Company will make additional updates with respect thereto or with respect to other forward-looking statements.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
508
|
Reflects decreased storm costs due to the March 2018 winter storms.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
70
|
•Adjusted Earnings Per Share. We present diluted earnings per share (“EPS”) for the fourth fiscal quarter and full fiscal year 2018, and the corresponding prior periods, after eliminating items that we believe are not part of our ordinary operations and affect the comparability of the periods presented (“adjusted EPS”). These include adjustments for purchase accounting adjustments, acquisition-related transaction, integration and restructuring costs, financing costs, hurricane recovery costs, the loss resulting from the extinguishment of certain long-term debt, the reversal of a litigation reserve, the net impact of investment gains and asset impairments, a non-cash charge related to the previously mentioned change in the business model of our dispensing business, the dilutive impact of shares issued to fund the Bard acquisition, and additional tax expense relating to the recent U.S. tax legislation. We believe adjustments for these items allow investors to better understand the underlying operating results of BD and facilitate comparisons between the periods shown. We also show the growth in adjusted EPS compared to the prior year periods after eliminating the impact of foreign currency translation to further enable investors to evaluate BD’s underlying earnings performance compared to the prior year periods.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,436
|
On September 28, 2022, Hurricane Ian made landfall on the west coast of Florida near our marine facility in Sarasota. The facility sustained minimal damage, and we do not expect it to have a significant impact on the consolidated financial statements.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
2,449
|
The flow-through/permanent differences for Entergy Arkansas in 2008 result from the write-off of regulatory assets associated with storm reserve costs, lease termination removal costs, and stock-based compensation which are no longer probable of recovery. The flow-through/permanent differences for Entergy Gulf States Louisiana in 2008 result mainly from regulatory and tax accounting applied to its pension payments.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
609
|
Energy’s proposed acquisition of Vectren, including the timing, receipt and terms and conditions of any required approvals by governmental and regulatory agencies that could reduce anticipated benefits or cause the parties to delay or abandon the proposed transactions, as well as the ability to successfully integrate the businesses and realize anticipated benefits, the possibility that long-term financing for the proposed transactions may not be put in place before the closing of the proposed transactions and the risk that the credit ratings of the combined company or its subsidiaries may be different from what CenterPoint Energy expects, (20) tax legislation, including the effects of the comprehensive tax reform legislation informally referred to as the TCJA (which includes any potential changes to interest deductibility) and uncertainties involving state commissions’ and local municipalities’ regulatory requirements and determinations regarding the treatment of excess deferred income taxes and CenterPoint Energy’s rates, (21) CenterPoint Energy’s ability to mitigate weather impacts through normalization or rate mechanisms, and the effectiveness of such mechanisms, (22) the timing and extent of changes in commodity prices, particularly natural gas, and the effects of geographic and seasonal commodity price differentials, (23) actions by credit rating agencies, including any potential downgrades to credit ratings, (24) changes in interest rates and their impact on CenterPoint Energy’s costs of borrowing and the valuation of its pension benefit obligation, (25) problems with regulatory approval, construction, implementation of necessary technology or other issues with respect to major capital projects that result in delays or in cost overruns that cannot be recouped in rates, (26) local, state and federal legislative and regulatory actions or developments relating to the environment, including those related to global climate change, (27) the impact of unplanned facility outages, (28) any direct or indirect effects on CenterPoint Energy’s facilities, operations and financial condition resulting from terrorism, cyber-attacks, data security breaches or other attempts to disrupt CenterPoint Energy’s businesses or the businesses of third parties, or other catastrophic events such as fires, earthquakes, explosions, leaks, floods, droughts, hurricanes, pandemic health events or other occurrences, (29) CenterPoint Energy’s ability to invest planned capital and the timely recovery of CenterPoint Energy’s investment in capital, (30) CenterPoint Energy’s ability to control operation and maintenance costs, (31) the sufficiency of CenterPoint Energy’s insurance coverage, including availability, cost, coverage and terms and ability to recover claims, (32) the investment performance of CenterPoint Energy’s pension and postretirement benefit plans, (33) commercial bank and financial market conditions, CenterPoint Energy’s access to capital, the cost of such capital, and the results of CenterPoint Energy’s financing and refinancing efforts, including availability of funds in the debt capital markets, (34) changes in rates of inflation, (35) inability of various counterparties to meet their obligations to CenterPoint Energy,(36) non-paymentfor CenterPoint Energy’s services due to financial distress of its customers, (37) the extent and effectiveness of CenterPoint Energy’s risk management and hedging activities, including, but not limited to, its financial and weather hedges and commodity risk management activities, (38) timely and appropriate regulatory actions, which includes actions allowing securitization, for any future hurricanes or natural disasters or other recovery of costs, including costs associated with Hurricane Harvey, (39) CenterPoint Energy’s or Enable’s potential business strategies and strategic initiatives, including restructurings, joint ventures and acquisitions or dispositions of assets or businesses (including a reduction of CenterPoint Energy’s interests in Enable, whether through its decision to sell all or a portion of the Enable common units it owns in the public equity markets or otherwise, subject to certain limitations), which CenterPoint Energy cannot assure will be completed or will have the anticipated benefits to it or Enable, (40) acquisition and merger activities involving CenterPoint Energy or its competitors, including the ability to successfully complete merger, acquisition or divestiture plans, (41) CenterPoint Energy’s or Enable’s ability to recruit, effectively transition and retain management and key employees and maintain good labor relations, (42) the outcome of litigation, (43) the ability of retail electric providers (“REPs”), including REP affiliates of NRG and Vistra Energy Corp., formerly known as TCEH Corp., to satisfy their obligations to CenterPoint Energy and its subsidiaries, (44) the ability of GenOn Energy, Inc. (formerly known as RRI Energy, Inc., Reliant Energy and RRI), a wholly-owned subsidiary of NRG Energy, Inc. (“NRG”), and its subsidiaries, currently the subject of bankruptcy proceedings, to satisfy their obligations to CenterPoint Energy, including indemnity obligations, (45) changes in technology, particularly with respect to efficient battery storage or the emergence or growth of new, developing or alternative sources of generation, (46) the timing and outcome of any audits, disputes and other proceedings related to taxes, (47) the effective tax rates and (48) the effect of changes in and application of accounting standards and pronouncements.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Neutral
|
2,896
|
On September 21, 2018, The National Security Group, Inc. issued a press release disclosing managements range of estimated catastrophe losses from Hurricane Florence which impacted policyholders of our property and casualty subsidiary National Security Fire & Casualty Company in the state of South Carolina. A copy of this press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
22
|
As of January 11, 2019, PG&E is aware of approximately 700 complaints on behalf of at least 3,600 plaintiffs related to the 2017 Northern California wildfires, five of which seek to be certified as class actions. These cases have been coordinated in the San Francisco County Superior Court. The coordinated litigation is in the early stages of discovery. A trial with respect to the Atlas fire has been scheduled to begin on September 23, 2019. The litigation currently pending against PG&E related to the 2017 Northern California wildfires includes claims under multiple theories of liability, including inverse condemnation, trespass, private nuisance and negligence. They principally assert that PG&E’s alleged failure to maintain and repair its distribution and transmission lines and failure to properly maintain the vegetation surrounding such lines were the causes of the 2017 Northern California wildfires. The plaintiffs seek damages that include wrongful death, personal injury, property damage, evacuation costs, medical expenses, punitive damages, attorneys’ fees and other damages.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,315
|
Flood-related expenses were $40,000 and $822,000 for the nine-month periods ended September 30, 2009 and 2008, respectively. In the 2008 period, the Company recognized a loss of $355,000 on the net book value of property and equipment at its two damaged locations. In addition, the Company recorded $467,000 of expenses including approximately $264,000 for decontaminating, drying and preparing the two flooded offices for remodeling and $70,000 in expenses related to the evacuation of the two damaged locations. The remaining expense of $65,000 includes various items including meals, sandbagging and other supplies and extra mileage due to road closings and relocation of offices.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,052
|
•We evaluated management’s judgments related to whether a loss was probable or reasonably possible for the wildfires by inquiring of management and the Utility’s legal counsel regarding the amounts of probable and reasonably possible losses, including the potential impact of information gained through investigations into the cause of the fire, information from claimants, the advice of legal counsel, and reading external information for any evidence that might contradict management’s assertions.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,101
|
SDG&E will continue to gather information to evaluate and assess the remaining wildfire claims and the likelihood, amount and timing of related recoveries from other potentially responsible parties and utility customers and will make appropriate adjustments to wildfire reserves and the related regulatory asset as additional information becomes available.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,018
|
However, sequentially, train length declined slightly from the second quarter of 2021 as we rerouted trains due to the California wildfire bridge outages over terrain not as conducive to running longer trains.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,931
|
an increase of $10 million in loss reserves for storm damages consistent with the formula rate plan rate change in October 2005;
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
131
|
Revenue. Revenues decreased by $0.5 million during the year ended December 31, 2017 compared to the year ended December 31, 2016. The decline was primarily due to a 5.4% decrease in the volume of saltwater disposed. The decrease in the volume of water disposed was due to in part to a lightning strike and fire at our Orla, Texas facility in January 2017 that destroyed the surface equipment. Although we soon reopened the facility using temporary equipment, the volume of water processed at this facility decreased by 1.1 million barrels during the year ended December 31, 2017 compared to the year ended December 31, 2016. The volume of water processed at our North Dakota facilities decreased by 0.4 million barrels during the year ended December 31, 2017 compared to the year ended December 31, 2016, due primarily to a July 2017 lightning strike and fire at our Grassy Butte facility, which destroyed the surface equipment. We rebuilt the Grassy Butte facility and reopened it in June 2018. These decreases in volumes were partially offset by an increase of 0.8 million barrels processed at our Pecos, Texas facility, due to increased customer activity in the area of the facility. Average revenue per barrel processed during the year ended December 31, 2017 was similar to that of the year ended December 31, 2016. Revenues from the sale of recovered crude oil represented 7% of our revenue in 2017 and 6% of our revenue in 2016.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,172
|
●Undercollections of $107 million related to incremental costs associated with COVID-19, primarily related to customer uncollectibles, sequestering certain SCE employees and coordination of SCE's response to the emergency. See "Notes to Consolidated Financial Statements—Note 11. Regulatory Assets and Liabilities" for further information.Cash flows provided by (used in) other noncurrent assets and liabilities were primarily related to wildfire insurance recoveries of $708 million and $73 million in the first nine months of 2021 and 2020, respectively. Cash flow for other noncurrent assets and liabilities in 2021 also includes payments of decommissioning costs of $191 million and net loss from investments of $20 million. Cash flow for other noncurrent assets and liabilities in 2020 includes payments of decommissioning costs of $164 million, partially offset by SCE's net earnings from nuclear decommissioning trust investments of $23 million. See "Nuclear Decommissioning Activities" below for further discussion.Net Cash Provided by Financing ActivitiesThe following table summarizes cash provided by financing activities for the nine months ended September 30, 2021 and 2020. Issuances of debt are discussed in "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."Nine months ended September 30,(in millions)20212020Issuances of first and refunding mortgage bonds, including premium/discount and net of issuance costs$4,798$2,330Long-term debt repaid or repurchased(1,031)(698)Commercial paper financing, net(725)73Short-term debt financing, net7501,129Capital contributions from Edison International Parent1,3081,107Redemptions of preferred and preference stock—(308)Payment of common stock dividends to Edison International(650)(1,007)Payment of preferred and preference stock dividends(85)(97)Other121Net cash provided by financing activities$4,377$2,530Net Cash Used in Investing ActivitiesCash flows used in investing activities are primarily due to capital expenditures related to transmission and distribution investments ($3.9 billion for the nine months ended September 30, 2021 and 2020). In addition, SCE had a net redemption of nuclear decommissioning trust investments of $204 million and $123 million during the nine months ended September 30, 2021 and 2020, respectively.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Reimbursement
|
731
|
On January 25, 2012, the Compensation Committee (the “Committee”) of the Oclaro, Inc. (the “Company”) Board of Directors granted one-time cash bonuses (the “Bonus Awards”) to the Company’s executive officers. The Company also plans to award similar one-time cash bonuses to eligible employees. The Bonus Awards are in recognition of the exceptional, sustained efforts by the Company’s executives and employees in responding to extraordinary floods in Thailand that caused the Company’s primary contract manufacturer, Thailand-based Fabrinet, to shut down its Chokchai manufacturing facility and suspend operations at its Pinehurst factories on October 22, 2011. Fabrinet was manufacturing some of the Company’s products at both facilities at the time of the flood. In response, the Company immediately deployed a contingency plan to assess alternative manufacturing options and business continuity plans in an effort to help alleviate the adverse impact of the flooding on both the short-term and the long-term prospects of the Company.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
3,289
|
In September 2017, Hurricane Irma impacted121of our communities in Florida andthreein Georgia. We recognized charges totaling$31.7 millioncomprised of$21.3 millionfor debris and tree removal, common area repairs and minor flooding damage, as well as$10.4 millionfor impaired assets at three Florida Keys communities.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,279
|
Provisions for loan losses are charged to income to bring our allowance for loan losses to a level which management considers adequate to absorb probable credit losses inherent in the portfolio of finance receivables. The provision for loan losses recorded for the three months ended March 31, 2007 and 2006, reflects inherent losses on receivables originated during those quarters and changes in the amount of inherent losses on receivables originated in prior periods. The provision for loan losses increased to $189.0 million for the three months ended March 31, 2007, from $118.8 million for the three months ended March 31, 2006, as a result of an increase in finance receivables. As an annualized percentage of average finance receivables, the provision for loan losses was 5.2% and 4.8% for the three months ended March 31, 2007 and 2006, respectively. The provision for loan losses as an annualized percentage of average finance receivables was unusually low for the three months ended March 31, 2006, due to a revision to our estimated losses from Hurricane Katrina and favorable changes to credit loss assumptions, including higher recovery rates.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
2,875
|
Represents the following: (a) CenterPoint Energy’s allowed equity return on post in-service carrying cost generally associated with investments in Indiana; (b) Houston Electric’s allowed equity return on its true-up balance of stranded costs, other changes and related interest resulting from the formerly integrated electric utilities prior to Texas deregulation to be recovered in rates through 2024 and certain storm restoration balances pending recovery in the next rate proceeding; and (c) CERC’s allowed equity return on post in-service carrying cost associated with certain distribution facilities replacements expenditures in Texas.
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Reimbursement
|
3,475
|
As more fully set forth in the Company’s “Critical Accounting Policies” in Item 7 in Citadel Broadcasting Corporation’s Annual Report on -K for the year ended December 31, 2006, FCC licenses and goodwill represent a substantial portion of our total assets. The fair value of FCC licenses and goodwill is primarily dependent on the future cash flows of the stations in our 46 markets. If actual market conditions are less favorable than those projected by the industry or us, including the expected economic recovery in our New Orleans market from the affects of Hurricane Katrina, or if an event occurs or circumstances change that would, more likely than not, reduce the fair value of our FCC licenses or goodwill below the amounts reflected in the balance sheet, we may be required to recognize impairment charges in future periods, which could have a material impact on our financial condition or results of operations.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,156
|
Public Entity Wildfire Claims: The California public entities that have entered into Public Entities Plan Support Agreements, which hold prepetition wildfire-related claims (“Public Entities Wildfire Claims”), will, in full and final satisfaction, settlement, release and discharge of such claims, receive an aggregate cash amount of $1.0 billion. Additional information about the Public Entities Plan Support Agreements is included in the Debtors’ joint Current Report on -K dated June 18, 2019.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,125
|
Cleco Power also was allowed to record a corresponding regulatory asset in an amount representing the flow back of the carrying charges to ratepayers. This amount is being amortized over the life of the storm recovery bonds. The corresponding regulatory asset will be adjusted through the same surcredit true-up mechanism at the time of a final determination of the tax benefit for storm damage costs by the IRS.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
3,250
|
Texas(In millions)Lower gross margin due to Winter Storm Uri, primarily due to revenue estimation true ups to billed amounts to customers$(45)The following explanations exclude the impact of Winter Storm Uri:Lower gross margin primarily due to a 28% increase in overall average costs to serve the retail load, driven primarily by increases in power and fuel costs, totaling $93 million; partially offset by increased net revenue rates as a result of changes in customer term, product and mix of $2.75 per MWh, or $42 million(51)Lower net revenue due to a decrease in load of 346,000 MWhs from weather(29)Lower gross margin from market optimization activities(6)Lower gross margin due to an increase in net ancillary charges, driven by ERCOT's post Winter Storm Uri activities to better manage generation resources.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
953
|
As discussed above, management also evaluates financial performance based on adjusted EPS. Duke Energy’s first quarter 2022 adjusted EPS was $1.30 compared to $1.26 for the first quarter of 2021. The increase in adjusted EPS was primarily due to higher volumes, partially offset by higher operation and maintenance expense, including storm costs, and lower returns on benefit trusts.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
713
|
Item 8.01. Other Events.On October 13, 2018, WideOpenWest, Inc. (the “Company”) issued a press release providing an update on the impact of Hurricane Michael in certain of its markets. A copy of the press release is attached as Exhibit 99.1 to this report.The information under this Item 8.01 and Exhibit 99.1 are furnished by the Company in accordance with the rules of the Securities and Exchange Commission. This information shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.Item 9.01. Financial Statements and Exhibits.(d) ExhibitsExhibitNo.Description of Exhibit99.1Press Release dated October 13, 2018.2
| 0
| 0
| 1
|
```json
{
"asset": 0,
"economic_flows": 0,
"none": 1
}
```
|
Neutral
|
2,091
|
vegetation below. As previously disclosed, SCE believes that its equipment was associated with the ignition of the Koenigstein Fire. SCE is continuing to assess the extent of damages that may be attributable to the Koenigstein Fire.
| 1
| 1
| 0
|
```json
{
"asset": 1,
"economic_flows": 1,
"none": 0
}
```
|
Negative
|
1,011
|
On April 29, 2021, Oklahoma Natural Gas submitted an initial application requesting a financing order pursuant to this legislation. On July 30, 2021, Oklahoma Natural Gas filed a supplemental motion with its compliance report pursuant to the March 2, 2021 order from the OCC detailing the extent of extraordinary costs incurred and all required components pursuant to the legislation for the issuance of a financing order, which includes a proposed period of 20 years over which these costs will be collected from customers. On October 4, 2021, the Public Utility Division of the OCC filed responsive testimony recommending that a financing order for securitization be approved. A joint stipulation and settlement was filed on November 18, 2021, ahead of the hearing before the administrative law judge on November 22, 2021. The joint stipulation and settlement agreement includes an agreement that a financing order should be issued to recover through securitization all extreme gas purchase and extraordinary costs over a 25-year period. At the hearing on November 22, 2021, the administrative law judge recommended approval of the joint stipulation and settlement agreement. On January 25, 2022, the OCC approved a financing order, which reflected the terms of the settlement agreement. Following the issuance of the financing order, there is a 30-day period during which parties to our application may appeal the financing order to the Oklahoma Supreme Court. The securitization legislation allows the ODFA 24 months to complete the process to issue the securitized bonds; however, the financing order requests the ODFA to issue bonds and provide the net proceeds to Oklahoma Natural Gas as soon as feasible, but no later than December 31, 2022. AtDecember 31, 2021, Oklahoma Natural Gas has deferred approximately $1.3billion in extraordinary costs attributable to Winter Storm Uri.
| 0
| 1
| 0
|
```json
{
"asset": 0,
"economic_flows": 1,
"none": 0
}
```
|
Reimbursement
|
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