DEBT

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

DEBT

DEBT

Credit Facilities and Term Loans

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings and availability under their credit facilities as of December 31, 2024:

(in millions)	Termination Date		Maximum Facility Limit			Loans Outstanding		Letters of Credit Outstanding		Facility Availability
Utility revolving credit facility	June 2029	(1)	$	4,400	(2)	$	—	$	(633)	$	3,767
Utility Receivables Securitization Program (3)	June 2026		1,500		(4)	—		—		1,500		(4)
PG&E Corporation revolving credit facility	June 2027		500			—		—		500
Total credit facilities			$	6,400		$	—	$	(633)	$	5,767

(1) On July 25, 2024, the Utility amended its existing revolving credit agreement to extend the maturity date for commitments representing $4.196 billion in the aggregate from June 22, 2028 to June 22, 2029 (subject to a one-year extension at the option of the Utility). The remaining $204 million of commitments will mature on June 22, 2028.

(2) Includes a $2.0 billion letter of credit sublimit.

(3) For more information on the Receivables Securitization Program, see “Variable Interest Entities” in Note 2 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. Further, 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.

Utility

On April 16, 2024, the Utility amended its existing term loan agreement to combine its $400 million 2-year tranche loan maturing April 19, 2024 and its $125 million 364-day tranche loan maturing April 16, 2024 into a single loan of $525 million maturing April 15, 2025. The loan bears interest based on the Utility’s election of either (1) Term SOFR (plus a 0.10% credit spread adjustment) plus an applicable margin of 1.375% or (2) the alternative base rate plus an applicable margin of 0.375%.

On June 26, 2024, the Utility amended its existing Receivables Securitization Program to, among other things, extend the scheduled termination date from June 9, 2025 to June 26, 2026.

On June 28, 2024, the Utility amended its then-existing bridge term loan credit agreement to, among other things, (i) extend the maturity date from August 15, 2024 to December 16, 2024, and (ii) modify the mandatory prepayment provision to require the Utility to prepay term loans outstanding under such credit agreement, subject to certain exceptions, with 100% of the net cash proceeds received by the Utility from the issuance of debt securities or incurrence of any debt under any bank credit facilities (excluding AB 1054 securitizations and the Utility’s revolving credit agreement). As of December 31, 2024, the bridge term loan was no longer outstanding.

On July 25, 2024, the Utility amended its existing revolving credit agreement to extend the maturity date for commitments representing $4.196 billion in the aggregate from June 22, 2028 to June 22, 2029 (subject to a one-year extension at the option of the Utility). The remaining $204 million of commitments will mature on June 22, 2028.

PG&E Corporation

On July 25, 2024, PG&E Corporation amended its existing revolving credit agreement to, among other things, (i) extend the maturity date from June 22, 2026 to June 22, 2027 (subject to a one-year extension at the option of PG&E Corporation), and (ii) remove the cash coverage ratio covenant.

AB 1054 Securitization

AB 1054 provides that certain capital expenditures may be financed using a structure that securitizes a dedicated customer charge. On February 16, 2024, CPUC issued a final decision approving a third transaction to use securitization to finance the recovery of up to $1.38 billion of fire risk mitigation capital expenditure amounts that have been or would be incurred by the Utility from August 1, 2019 through the second quarter of 2024. In addition, the final decision authorized one or more series of recovery bonds and authorized the Utility to collect a non-bypassable charge sufficient to pay debt service on the recovery bonds.

On August 1, 2024, PG&E Recovery Funding LLC issued approximately $1.42 billion of senior secured recovery bonds. The senior secured recovery bonds were issued in three tranches: (1) approximately $300 million with an interest rate of 4.838% due June 1, 2035, (2) approximately $373 million with an interest rate of 5.231% due June 1, 2042, and (3) approximately $746 million with an interest rate of 5.529% due June 1, 2051. The payment dates for the senior secured recovery bonds are June 1 and December 1 of each year, commencing on June 1, 2025 and continuing until the final repayment date. PG&E Recovery Funding LLC and the Utility entered into certain agreements in connection with the issuance of the senior secured recovery bonds, including (1) the Recovery Property Servicing Agreement (“the Servicing Agreement”), (2) the Recovery Property Purchase and Sale Agreement (the “Sale Agreement”), and (3) the Administration Agreement (the “Administration Agreement”), each dated as of August 1, 2024.

Pursuant to the agreements described above, the Utility sells rights and interests in the Recovery Property created pursuant to the Wildfire Financing Law and the Financing Order (each as defined in the Sale Agreement) to PG&E Recovery Funding LLC; the Utility carries out the functions pursuant to the Servicing Agreement to determine the Fixed Recovery Charges (as defined in the Sale Agreement); and the Utility provides corporate management services to PG&E Recovery Funding LLC pursuant to the Administration Agreement. The Utility used the proceeds of the sale of the Recovery Property in accordance with the Wildfire Financing Law and the Financing Order.

For more information on PG&E Recovery Funding LLC, see “Variable Interest Entities” in Note 2 above.

Short-Term Borrowings

On September 5, 2024, the Utility completed the sale of $1.0 billion aggregate principal amount of Floating Rate First Mortgage Bonds due 2025. The Utility used the net proceeds for the repayment of a portion of borrowings outstanding under its then-existing bridge term loan credit agreement.

Long-Term Debt Issuances and Redemptions

Utility

On February 28, 2024, the Utility completed the sale of (i) $850 million aggregate principal amount of 5.550% First Mortgage Bonds due 2029, (ii) $1.1 billion aggregate principal amount of 5.800% First Mortgage Bonds due 2034 and (iii) $300 million aggregate principal amount of 6.750% First Mortgage Bonds due 2053. The Utility used the net proceeds for the repayment of borrowings outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.

On September 5, 2024, the Utility completed the sale of $750 million aggregate principal amount of 5.900% First Mortgage Bonds due 2054. The Utility used the net proceeds for the repayment of a portion of borrowings outstanding under its then-existing bridge term loan credit agreement.

PG&E Corporation

On September 11, 2024, PG&E Corporation completed the sale of $1.0 billion aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055. These notes initially bear interest at the rate of 7.375% per annum, and beginning March 15, 2030 and every five year anniversary thereafter, the interest rate will be reset to an amount that is equal to the five-year U.S. Treasury rate plus 3.883% (but not below 7.375%). PG&E Corporation used the net proceeds for general corporate purposes, including to fully prepay all loans outstanding under its existing term loan agreement in an aggregate principal amount equal to $500 million. During the year ended December 31, 2024, PG&E Corporation recognized a $9 million loss within Interest expense on the Consolidated Statements of Income related to the early extinguishment and associated write-off of deferred debt issuance costs of the term loan agreement.

On November 15, 2024, PG&E Corporation completed the sale of an additional $500 million aggregate principal amount of 7.375% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055. These notes initially bear interest at the rate of 7.375% per annum, and beginning March 15, 2030 and every five year anniversary thereafter, the interest rate will be reset to an amount that is equal to the five-year U.S. Treasury rate plus 3.883% (but not below 7.375%). PG&E Corporation used the net proceeds for general corporate purposes.

Convertible Notes

On December 4, 2023, PG&E Corporation completed the sale of $2.15 billion aggregate principal amount of 4.25% convertible senior secured notes due December 1, 2027 (the “Convertible Notes”). The Convertible Notes bear interest at an annual rate of 4.25% with interest payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2024. The net proceeds from these offerings were approximately $2.12 billion, after deducting the initial purchasers’ discounts and commissions and PG&E Corporation’s offering expenses. PG&E Corporation used the net proceeds to prepay $2.15 billion outstanding under its term loan agreement.

The Convertible Notes are governed by an indenture (the “Convertible Notes Indenture”). The Convertible Notes Indenture contains limited covenants, including those restricting PG&E Corporation’s ability and certain of PG&E Corporation’s subsidiaries’ ability to create liens, engage in sale and leaseback transactions or merge or consolidate with another entity.

Prior to the close of business on the business day immediately preceding September 1, 2027, the Convertible Notes will be convertible by means of Combination Settlement (as described below) when the following conditions are met:

•during any calendar quarter commencing after the calendar quarter ending on March 31, 2024, if the last reported sale price of PG&E Corporation’s common stock for at least 20 trading days during the period of 30 consecutive trading days ending on, and including the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day;

•during the five consecutive business day period immediately after any 10 consecutive trading day period (“measurement period”) in which the trading price per $1,000 principal amount of Convertible Notes, as determined following a request by a holder of Convertible Notes in accordance with the procedures described in the Convertible Notes Indenture, for each trading day of the measurement period was less than 90% of the product of the last reported sale price of PG&E Corporation’s common stock and the conversion rate on each such trading day; or

•upon specified distributions and corporate events described in the Convertible Notes Indenture.

On or after September 1, 2027, the Convertible Notes are convertible by means of Combination Settlement (as described below) by holders at any time in whole or in part until the close of business on the business day immediately preceding the maturity date.

On December 8, 2023, PG&E Corporation delivered an irrevocable notice (the “Irrevocable Notice”) to the Trustee under the Convertible Notes Indenture to irrevocably fix the Settlement Method upon conversion to Combination Settlement with a Specified Dollar Amount (each as defined in the Convertible Notes Indenture) per $1,000 principal amount of Convertible Notes at or above $1,000 for any conversions of the Convertible Notes occurring subsequent to the delivery of such Irrevocable Notice on December 8, 2023; provided that in no event shall the Specified Dollar Amount per $1,000 principal amount of Convertible Notes be less than $1,000.

The conversion rate for the Convertible Notes is initially 43.146 shares of common stock per $1,000 principal amount of the Convertible Notes (equivalent to an initial conversion price of approximately $23.18 per share of PG&E Corporation common stock). The conversion rate and the corresponding conversion price are subject to adjustment in connection with some events but will not be adjusted for any accrued and unpaid interest. PG&E Corporation may not redeem the Convertible Notes prior to the maturity date.

If PG&E Corporation undergoes a Fundamental Change (other than an Exempted Fundamental Change, each as defined in the Convertible Notes Indenture), subject to certain conditions, holders may require PG&E Corporation to repurchase for cash all or any portion of their Convertible Notes at a repurchase price equal to 100% of the principal amount of the Convertible Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date (as defined in the Convertible Notes Indenture). As of December 31, 2024, none of the conditions allowing holders of the Convertible Notes to convert had been met.

The Convertible Notes are accounted for in accordance with ASC Subtopic 470-20, Debt with Conversion and Other Options. Pursuant to ASC Subtopic 470-20, debt with an embedded conversion feature should be accounted for in its entirety as a liability, and no portion of the proceeds from the issuance of the convertible debt instrument should be accounted for as attributable to the conversion feature unless the conversion feature is required to be accounted for separately as an embedded derivative or the conversion feature results in a premium that is subject to the guidance in ASC 470. The Convertible Notes issued are accounted for as a liability with no portion of the proceeds attributable to the conversion options as the conversion feature did not require separate accounting as a derivative, and the Convertible Notes did not involve a premium subject to the guidance in ASC 470.

As of December 31, 2024 and 2023, the Consolidated Financial Statements reflected the net carrying amount of the Convertible Notes of $2.13 billion and $2.12 billion, with unamortized debt issuance costs of $20 million and $27 million, respectively, in Long-term debt. For the year ended December 31, 2024 and 2023, the Consolidated Statements of Income reflected the total interest expense of approximately $98 million and $7 million, respectively.

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

		Balance at
(in millions)	Contractual Interest Rates	December 31, 2024		December 31, 2023
PG&E Corporation
Term Loan	7.85%	$	—	$	500
Convertible Notes due 2027	4.25%	2,150		2,150
Senior Secured Notes due 2028	5.00%	1,000		1,000
Senior Secured Notes due 2030	5.25%	1,000		1,000
Junior Subordinated Notes due 2055	7.38%	1,500		—
Unamortized discount, premium and debt issuance costs, net		(39)		(51)
Total PG&E Corporation Long-Term Debt		5,611		4,599
Utility
First Mortgage Bonds - Stated Maturity:
2024	3.40% - 3.75%	—		800
2025	3.45% - 4.95%	1,925		1,925
2026	2.95% - 3.15%	2,551		2,551
2027	2.10% - 5.45%	3,000		3,000
2028	3.00% - 4.65%	1,975		1,975
2029	4.20% - 6.10%	2,100		1,250
2030	4.55%	3,100		3,100
2031	2.50% - 3.25%	3,000		3,000
2032	4.40% - 5.90%	1,050		1,050
2033	6.15% - 6.40%	1,900		1,900
2034	5.80% - 6.95%	1,900		800
2040	3.30% - 4.50%	2,951		2,951
2041	4.20% - 4.50%	700		700
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
2052	5.25%	550		550
2053	6.70% - 6.75%	2,300		2,000
2054	5.90%	750		—
Less: current portion, net of unamortized discount and debt issuance costs		(1,924)		(800)
Unamortized discount, premium and debt issuance costs, net		(226)		(246)
Total Utility First Mortgage Bonds		36,927		35,831
Recovery Bonds (1)		10,367		9,124
Less: current portion		(222)		(176)
DWR Loan (2)		886		98
Credit Facilities
Receivables Securitization Program	6.75%	—		1,499
2-Year Term Loan	6.60%	—		400
Less: current portion		—		(400)
Total Utility Long-Term Debt		47,958		46,376
Total PG&E Corporation Consolidated Long-Term Debt		$	53,569	$	50,975

(1) The amount includes bonds related to AB 1054 and SB 901 securitization transactions. For AB 1054 interest rates, see the 2021 Form 10-K, the 2022 Form 10-K, and “AB 1054 Securitization” above. For SB 901 interest rates, see the 2022 Form 10-K.

(2) The Utility is not required to pay interest on the DWR loan, see Note 2 - Government Assistance.

Contractual Repayment Schedule

PG&E Corporation’s and the Utility’s combined stated long-term debt principal repayment amounts at December 31, 2024 are reflected in the table below:

(in millions, except interest rates)	2025			2026			2027			2028			2029			Thereafter			Total
PG&E Corporation
Average fixed interest rate	—		%	—		%	4.25		%	5.00		%	—		%	6.53		%	5.39		%
Fixed rate obligations	$	—		$	—		$	2,150		$	1,000		$	—		$	2,500		$	5,650
Utility (1)
Average fixed interest rate	3.82		%	3.10		%	3.22		%	3.58		%	5.52		%	4.72		%	4.44		%
Fixed rate obligations	$	1,925		$	2,551		$	3,000		$	1,975		$	2,100		$	27,526		$	39,077
Recovery Bonds (2)
AB 1054 obligations	$	88		$	81		$	84		$	88		$	91		$	2,728		$	3,160
SB 901 obligations	135			140			146			152			159			6,475			7,207
Total consolidated debt	$	2,148		$	2,772		$	5,380		$	3,215		$	2,350		$	39,229		$	55,094

(1) The balance excludes DWR loan, see Note 2 - Government Assistance.

(2) Recovery bonds were issued by, and are repayment obligations of, consolidated VIEs. For AB 1054 interest rates, see the 2021 Form 10-K, the 2022 Form 10-K, and “AB 1054 Securitization” above. For SB 901 interest rates, see the 2022 Form 10-K.

SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST

Pursuant to the financing order for the SB 901 securitization transactions, the Utility sold its right to receive revenues from the SB 901 Recovery Property to PG&E Wildfire Recovery Funding LLC, which, in turn, issued the recovery bonds secured by separate fixed recovery charges and separate SB 901 Recovery Property. The fixed recovery charges are designed to recover the full scheduled principal amount of the applicable series of recovery bonds along with any associated interest and financing costs. The customer credit trust (see Note 11 below) funds a customer credit to ratepayers, designed to equal the recovery bond principal, interest, and financing costs over the life of the recovery bonds to offset the fixed recovery charge. The fixed recovery charges and customer credits are presented on a net basis in Operating revenues in the Consolidated Statements of Income and had no net impact on Operating revenues for the year ended December 31, 2024.

Upon issuance of senior secured recovery bonds in May 2022 (“inception”), the Utility recorded a $5.5 billion SB 901 securitization regulatory asset reflecting PG&E Wildfire Recovery Funding LLC’s right to recover $7.5 billion in wildfire claims costs associated with the 2017 Northern California wildfires, partially offset by the $2.0 billion in required upfront shareholder contributions to the customer credit trust. Of the $2.0 billion in required upfront shareholder contributions, $1.0 billion was contributed to the customer credit trust in 2022, $350 million was contributed on March 28, 2024, and $650 million is required to be contributed no later than March 31, 2025 unless certain conditions are met requiring an earlier contribution or unless otherwise ordered by the CPUC. The Utility also recorded a $5.54 billion SB 901 securitization regulatory liability at inception, which represents certain shareholder tax benefits the Utility had previously recognized that will be returned to customers. As the Fire Victim Trust sold PG&E Corporation common stock shares it held, the SB 901 securitization regulatory liability increased accordingly. As tax benefits are monetized, contributions will be made to the customer credit trust, up to $7.59 billion. The Utility expects to amortize the SB 901 securitization regulatory asset and liability over the life of the recovery bonds, with such amortization reflected in Operating and maintenance expense in the Consolidated Statements of Income. During the year ended December 31, 2024, the Utility recorded $328 million for amortization of the regulatory asset and liability in the Consolidated Statements of Income. During the year ended December 31, 2023, the Utility recorded SB 901 securitization charges, net, of $1.3 billion for tax benefits realized within Income tax expense related to the Fire Victim Trust’s sale of PG&E Corporation common stock and $322 million for amortization of the regulatory asset and liability in the Consolidated Statements of Income.

The following tables illustrate the changes in the SB 901 securitization’s impact on the Utility’s regulatory assets and liabilities:

	SB 901 securitization regulatory asset
(in millions)	2024		2023
Balance at January 1	$	5,249	$	5,378
Amortization	(55)		(129)
Balance at December 31	$	5,194	$	5,249

	SB 901 securitization regulatory liability
(in millions)	2024		2023
Balance at January 1	$	(6,628)	$	(5,800)
Amortization	383		451
Additions(1)	(50)		(1,279)
Balance at December 31	$	(6,295)	$	(6,628)

(1) Includes $16 million and $12 million of returns on investments in the customer credit trust expected to be credited to customers for the years ended December 31, 2024 and 2023, respectively.