DEBT

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

DEBT

DEBT

Credit Facilities

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings and availability under their credit facilities at December 31, 2021:

(in millions)	Termination Date	Maximum Facility Limit			Loans Outstanding			Letters of Credit Outstanding		Facility Availability
Utility revolving credit facility	June 2026	$	4,000	(1)	$	1,885		$	692	$	1,423
Utility term loan credit facility	October 2022 (2)	1,441		(2)	1,441		(2)	—		—
Utility receivables securitization program (3)	September 2023	1,000		(4)	974			—		—		(4)
PG&E Corporation revolving credit facility	June 2024	500			—			—		500
Total credit facilities		$	6,941		$	4,300		$	692	$	1,923

(1) Includes a $1.5 billion letter of credit sublimit.

(2 On February 8, 2022, the Utility amended the Utility Term Loan Credit Agreement to, among other things, extend the maturity date of the 18-Month Tranche Loans to January 1, 2023 for those lenders who consented to such extension; the 18-Month Tranche Loans of the non-consenting lenders in an amount equal to $142.5 million were paid in full as of February 8, 2022.

(3) On October 5, 2020, the Utility entered into an accounts receivable securitization program (the “Receivables Securitization Program”), providing for the sale of a portion of the Utility's accounts receivable to the SPV, a limited liability company wholly owned by the Utility. On September 15, 2021, the Receivables Securitization Program was amended and extended to September 15, 2023. For more information, see “Variable Interest Entities” in Note 3 above.

(4) The amount the Utility may borrow under the Receivables Securitization Program is limited to the lesser of the facility limit and the facility availability. The facility availability may vary based on the amount of accounts receivable that the Utility owns that are eligible for sale to the SPV and the portion of those accounts receivable that are sold to the SPV that are eligible for advances by the lenders under the Receivables Securitization Program. As of December 31, 2021, the Receivables Securitization Program had a maximum borrowing base of $974 million and was fully drawn.

Utility

As previously disclosed, on July 1, 2020, the Utility entered into a $3.5 billion revolving credit agreement (the “Utility Revolving Credit Agreement”) with JPMorgan Chase Bank, N.A. and Citibank, N.A. as co-administrative agents, and Citibank, N.A., as designated agent. The Utility Revolving Credit Agreement had an initial maturity date of July 1, 2023, subject to two one-year extensions at the option of the Utility.

As previously disclosed, on June 22, 2021, the Utility amended the Utility Revolving Credit Agreement to, among other things, (i) increase the aggregate commitments provided by the lenders thereunder to $4.0 billion, (ii) extend the maturity date of such agreement to June 22, 2026 (subject to two one-year extensions at the option of the Utility), and (iii) provide for reduced interest rates and commitment fee rates based on the credit rating of the Utility.

As previously disclosed, on July 1, 2020, the Utility entered into a $3.0 billion term loan credit agreement (the “Utility Term Loan Credit Agreement”) comprised of 364-day tranche loans in the aggregate principal amount of $1.5 billion (the “364-Day Tranche Loans”) and 18-month tranche loans in the aggregate principal amount of $1.5 billion (the “18-Month Tranche Loans”). As previously disclosed, the 364-Day Tranche Loans were paid in full on March 11, 2021. The 18-Month Tranche Loans had an initial maturity date of January 1, 2022. The Utility borrowed the entire amount of the Utility 364-Day Term Loan Facility and the Utility 18-Month Term Loan Facility on July 1, 2020. The proceeds were used to fund transactions contemplated under the Plan.

On October 29, 2021 and on December 31, 2021, the Utility amended the Utility Term Loan Credit Agreement to, among other things, extend the maturity date of the 18-Month Tranche Loans to October 1, 2022. On February 8, 2022, the Utility amended the Utility Term Loan Credit Agreement to, among other things, extend the maturity date of the 18-Month Tranche Loans to January 1, 2023 for those lenders who consented to such extension; the 18-Month Tranche Loans of the non-consenting lenders in an amount equal to $142.5 million were paid in full as of February 8, 2022. To the extent that any 18-Month Tranche Loans remain outstanding on April 1, 2022, a fee will be due and owing to the lenders holding such 18-Month Tranche Loans.

PG&E Corporation

As previously disclosed, on July 1, 2020, PG&E Corporation entered into a $500 million revolving credit agreement (the “Corporation Revolving Credit Agreement”). The Corporation Revolving Credit Agreement had a maturity date of July 1, 2023, (subject to two one-year extensions at the option of PG&E Corporation). Any future proceeds from the loans under the Corporation Revolving Credit Agreement will be used to finance working capital needs, capital expenditures and other general corporate purposes of PG&E Corporation and its subsidiaries.

As previously disclosed, on June 22, 2021, PG&E Corporation amended the Corporation Revolving Credit Agreement to, among other things, (i) extend the maturity date of such agreement to June 22, 2024 (subject to two one-year extensions at the option of PG&E Corporation) and (ii) modify both the interest rate pricing grid and commitment fee pricing grid.

PG&E Corporation’s obligations under the Corporation Revolving Credit Agreement are secured by a pledge of PG&E Corporation’s ownership interest in 100% of the shares of common stock of the Utility.

Intercompany Note Payable

On August 11, 2021, PG&E Corporation borrowed $145 million from the Utility under an interest bearing 364-day intercompany note due August 10, 2022. The intercompany note includes usual and customary provisions for notes of this type. The interest rate on the loan is a variable rate equal to the interest rate applicable to loans under the Corporation Revolving Credit Agreement. Interest is due on the last business day of each month, commencing on August 31, 2021. The proceeds were borrowed to fund debt service obligations of PG&E Corporation. As of December 31, 2021, the intercompany note is reflected in Accounts receivable - other on the Utility’s Consolidated Balance Sheet and is eliminated upon consolidation of PG&E Corporation’s Consolidated Balance Sheet.

AB 1054

AB 1054 provides that certain capital expenditures may be financed using a structure that securitizes a dedicated customer charge. On February 24, 2021, the Utility filed an application with the CPUC seeking authorization, pursuant to AB 1054, for a transaction to finance, using securitization, up to $1.19 billion of fire risk mitigation capital expenditures that have been or will be incurred by the Utility in 2020 and 2021, with the final amount to be financed based on the capital expenditures incurred by the Utility prior to the securitization transaction. On June 24, 2021, the CPUC issued a financing order authorizing the issuance of up to approximately $1.2 billion of recovery bonds to recover up to $1.19 billion of fire risk mitigation capital expenditures plus an estimated $13.3 million in related upfront financing costs. On July 6, 2021, the financing order became final and non-appealable.

On November 12, 2021, PG&E Recovery Funding LLC issued approximately $860 million of senior secured recovery bonds. The recovery bonds were issued in three tranches: (1) approximately $266 million with an interest rate of 1.46% and is due July 15, 2033, (2) approximately $160 million with an interest rate of 2.28% and is due January 15, 2038, and (3) approximately $434 million with an interest rate of 2.82% and is due July 15, 2048. The net proceeds were used to fund fire risk mitigation capital expenditures that have been incurred by the Utility and incurred by PG&E Corporation on behalf of the Utility in 2020 and 2021.

For more information on PG&E Recovery Fund LLC, see “Variable Interest Entities” in Note 3 above.

SB 901

SB 901, signed into law on September 21, 2018, requires the CPUC to establish a CHT, directing the CPUC to limit certain disallowances in the aggregate, so that they do not exceed the maximum amount that the Utility can pay without harming customers or materially impacting its ability to provide adequate and safe service. SB 901 also authorizes the CPUC to issue a financing order that permits recovery, through the issuance of recovery bonds (also referred to as “securitization”), of wildfire-related costs found to be just and reasonable by the CPUC and, only for the 2017 Northern California wildfires, any amounts in excess of the CHT.

Pursuant to SB 901 and the CPUC’s methodology adopted in the CHT OIR, on April 30, 2020, the Utility filed an application with the CPUC seeking authorization for a post-emergence transaction to finance, using securitization, $7.5 billion of 2017 wildfire claims costs and create a corresponding customer credit trust that is designed to not impact amounts billed to customers, with the proceeds of the securitization used to pay or reimburse the Utility for the payment of wildfire claims costs associated with the 2017 Northern California wildfires. In connection with the proposed transaction, the Utility would retire $6.0 billion of Utility debt. On April 23, 2021, the CPUC issued a decision finding that $7.5 billion of the Utility’s 2017 catastrophic wildfire costs and expenses are stress test costs that may be financed through the issuance of recovery bonds pursuant to Public Utilities Code sections 850 et seq. The decision is being challenged by TURN.

Short-Term Debt Issuance

On November 15, 2021, the Utility completed the sale of $300 million aggregate principal amount of Floating Rate First Mortgage Bonds due November 14, 2022. The proceeds, along with the long-term debt proceeds from the First Mortgage Bonds also issued on November 15, 2021, were used for the repayment of the $1.45 billion aggregate principal amount of the Utility’s Floating Rate First Mortgage Bonds due November 15, 2021.

Long-Term Debt Issuances and Redemptions

Utility

In March 2021, the Utility issued (i) $1.5 billion aggregate principal amount of 1.367% First Mortgage Bonds due March 10, 2023, (ii) $450 million aggregate principal amount of 3.25% First Mortgage Bonds due June 1, 2031, and (iii) $450 million aggregate principal amount of 4.20% First Mortgage Bonds due June 1, 2041. The proceeds were used for (i) the prepayment of all of the $1.5 billion 364-day term loan facility (maturing June 30, 2021) outstanding under the Utility’s Term Loan Credit Agreement, (ii) the repayment of all of the borrowings outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement and (iii) general corporate purposes.

In June 2021, the Utility issued $800 million aggregate principal amount of 3.0% First Mortgage Bonds due June 15, 2028. The proceeds were used for general corporate purposes, including the repayment of borrowings under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.

On November 15, 2021, the Utility completed the sale of (i) $900 million aggregate principal amount of 1.70% First Mortgage Bonds due November 15, 2023 and (ii) an additional $550 million aggregate principal amount of 3.25% First Mortgage Bonds due June 1, 2031 (the “2031 Bonds”). The 2031 Bonds are part of the same series of debt securities issued by the Utility in March 2021. The proceeds were used for the repayment of the $1.45 billion aggregate principal amount of the Utility’s Floating Rate First Mortgage Bonds due November 15, 2021. The Utility used the remaining net proceeds for general corporate purposes, including the repayment of approximately $300 million of borrowings outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.

The following table summarizes PG&E Corporation’s and the Utility’s long-term debt:

		Balance at
(in millions)	Contractual Interest Rates	December 31, 2021		December 31, 2020
PG&E Corporation
Term Loan - Stated Maturity: 2025	variable rate (1)	$	2,709	$	2,709
Senior Secured Notes due 2028	5.00%	1,000		1,000
Senior Secured Notes due 2030	5.25%	1,000		1,000
Less: current portion, net of debt issuance costs		(26)		—
Unamortized discount, net of premium and debt issuance costs		(90)		(85)
Total PG&E Corporation Long-Term Debt		4,593		4,624
Utility
First Mortgage Bonds - Stated Maturity:
2022	variable rate (2)	500		500
2022	1.75%	2,500		2,500
2023	1.37% - 4.25%	3,575		1,175
2024	3.40% - 3.75%	800		800
2025	3.45% - 3.50%	1,475		1,475
2026	2.95% - 3.15%	2,551		2,551
2027	2.10% - 3.30%	2,550		2,550
2028	3.00% - 4.65%	1,975		1,175
2030	4.55%	3,100		3,100
2031	2.50% - 3.25%	3,000		2,000
2040	3.30% - 4.50%	2,951		2,951
2041	4.20% - 4.50%	700		250
2042	3.75% - 4.45%	750		750
2043	4.60%	375		375
2044	4.75%	675		675
2045	4.30%	600		600
2046	4.00% - 4.25%	1,050		1,050
2047	3.95%	850		850
2050	3.50% - 4.95%	5,025		5,025
Less: current portion, net of debt issuance costs		(2,996)		—
Unamortized discount, net of premium and debt issuance costs		(190)		(182)
Total Utility First Mortgage Bonds		31,816		30,170
Recovery Bonds	1.46% - 2.82%	860		—
Less: current portion		(18)		—
Credit Facilities
Receivables securitization program - Stated Maturity: 2023	variable rate (3)	974		1,000
18-month Term Loan - Stated Maturity: 2022	variable rate (4)	1,441		1,500
Less: current portion		(1,441)		—
Unamortized discount, net of premium and debt issuance costs		—		(6)
Total Utility Long-Term Debt		33,632		32,664
Total PG&E Corporation Consolidated Long-Term Debt		$	38,225	$	37,288

(1) At December 31, 2021 and 2020, the contractual LIBOR-based interest rate on the term loan was 3.50% and 5.50%, respectively.

(2) At December 31, 2021 and 2020, the contractual LIBOR-based interest rate on $500 million of the first mortgage bonds was 1.69% and 1.70%, respectively.

(3) At December 31, 2021 and 2020, the contractual LIBOR-based interest rate on the receivables securitization program was 1.30% and 1.57%, respectively.

(4) At December 31, 2021 and 2020, the contractual LIBOR-based interest rate on the term loan was 2.38% and 2.44%, respectively.

Contractual Repayment Schedule

PG&E Corporation’s and the Utility’s combined stated long-term debt principal repayment amounts at December 31, 2021 are reflected in the table below:

(in millions, except interest rates)	2022			2023			2024			2025			2026			Thereafter			Total
PG&E Corporation
Average fixed interest rate	—		%	—		%	—		%	—		%	—		%	5.13		%	5.13		%
Fixed rate obligations	$	—		$	—		$	—		$	—		$	—		$	2,000		$	2,000
Variable interest rate as of December 31, 2021	3.50		%	3.50		%	3.50		%	3.50		%	—		%	—		%	3.50		%
Variable rate obligations	$	28		$	28		$	28		$	2,625		$	—		$	—		$	2,709
Utility
Average fixed interest rate	1.75		%	2.26		%	3.60		%	3.47		%	3.10		%	3.90		%	3.49		%
Fixed rate obligations	$	2,500		$	3,575		$	800		$	1,475		$	2,551		$	23,601		$	34,502
Variable interest rate as of December 31, 2021	2.20		%	various (1)			—		%	—		%	—		%	—		%	various (1)
Variable rate obligations	$	1,941		$	974		$	—		$	—		$	—		$	—		$	2,915
Total consolidated debt	$	4,469		$	4,577		$	828		$	4,100		$	2,551		$	25,601		$	42,126

(1) At December 31, 2021, the average interest rates for the Receivables Securitization Program, the first mortgage bonds due 2022 and the 18-month term loan were 1.30%, 1.69% and 2.38% respectively.