None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this Annual Report on Form 10-K for the year ended December 31, 2023 to be signed on their behalf by the undersigned, thereunto duly authorized.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrants and in the capacities and on the dates indicated.
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| | | PG&E CORPORATION | | | | | | PACIFIC GAS AND ELECTRIC COMPANY | | |
| | | (Registrant) | | | | | | (Registrant) | | |
| | | | | | | | | | | |
| | | /s/ PATRICIA K. POPPE | | | | | | /s/ SUMEET SINGH | | |
| | | Patricia K. Poppe | | | | | | Sumeet Singh | | |
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| By: | | | Chief Executive Officer | | | By: | | | Executive Vice President, Operations and Chief Operating Officer | | |
| | | | | | | | | | | |
| Date: | | | February 21, 2024 | | | Date: | | | February 21, 2024 | | |
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| | | | | | | | | /s/ MARLENE M. SANTOS | | |
| | | | | | | | | Marlene M. Santos | | |
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| | | | | | By: | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer | | |
| | | | | | | | | | | |
| | | | | | Date: | | | February 21, 2024 | | |
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| | | | | | | | | /s/ JASON M. GLICKMAN | | |
| | | | | | | | | Jason M. Glickman | | |
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| | | | | | By: | | | Executive Vice President, Engineering, Planning, and Strategy | | |
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| | | | | | Date: | | | February 21, 2024 | | |
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| | | Signature | | | | | | Title | | | | | | Date | | |
| | | A. Principal Executive Officers | | | | | | | | | | | | | | |
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| | | /s/ PATRICIA K. POPPE | | | | | | Chief Executive Officer | | | | | | February 21, 2024 | | |
| | | Patricia K. Poppe | | | | | | (PG&E Corporation) | | | | | | | | |
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| | | /s/ SUMEET SINGH | | | | | | Executive Vice President, Operations and Chief Operating Officer | | | | | | February 21, 2024 | | |
| | | Sumeet Singh | | | | | | (Pacific Gas and Electric Company) | | | | | | | | |
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| | | /s/ MARLENE M. SANTOS | | | | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer | | | | | | February 21, 2024 | | |
| | | Marlene M. Santos | | | | | | (Pacific Gas and Electric Company) | | | | | | | | |
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| | | /s/ JASON M. GLICKMAN | | | | | | Executive Vice President, Engineering, Planning, and Strategy | | | | | | February 21, 2024 | | |
| | | Jason M. Glickman | | | | | | (Pacific Gas and Electric Company) | | | | | | | | |
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| | | B. Principal Financial Officers | | | | | | | | | | | | | | |
| | | /s/ CAROLYN J. BURKE | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February 21, 2024 | | |
| | | Carolyn J. Burke | | | | | | (PG&E Corporation) | | | | | | | | |
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| | | /s/ STEPHANIE N. WILLIAMS | | | | | | Vice President and Controller (PG&E Corporation) | | | | | | February 21, 2024 | | |
| | | Stephanie N. Williams | | | | | | Vice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company) | | | | | | | | |
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| | | C. Principal Accounting Officer | | | | | | | | | | | | | | |
| | | /s/ STEPHANIE N. WILLIAMS | | | | | | Vice President and Controller (PG&E Corporation) | | | | | | February 21, 2024 | | |
| | | Stephanie N. Williams | | | | | | Vice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company) | | | | | | | | |
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| | | D. Directors (PG&E Corporation and Pacific Gas and Electric Company, unless otherwise noted) | | | | | | | | | | | | | | |
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| * | | | /s/ RAJAT BAHRI | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Rajat Bahri | | | | | | | | | | | | | | |
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| * | | | /s/ CHERYL F. CAMPBELL | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Cheryl F. Campbell | | | | | | Chair of the Board (Pacific Gas and Electric Company) | | | | | | | | |
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| * | | | /s/ EDWARD G. CANNIZZARO | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Edward G. Cannizzaro | | | | | | | | | | | | | | |
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| * | | | /s/ KERRY W. COOPER | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Kerry W. Cooper | | | | | | | | | | | | | | |
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| * | | | /s/ JESSICA L. DENECOUR | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Jessica L. Denecour | | | | | | | | | | | | | | |
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| * | | | /s/ MARK E. FERGUSON III | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Mark E. Ferguson III | | | | | | | | | | | | | | |
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| * | | | /s/ ROBERT C. FLEXON | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Robert C. Flexon | | | | | | Chair of the Board (PG&E Corporation) | | | | | | | | |
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| * | | | /s/ W. CRAIG FUGATE | | | | | | Director | | | | | | February 21, 2024 | | |
| | | W. Craig Fugate | | | | | | | | | | | | | | |
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| * | | | /s/ ARNO L. HARRIS | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Arno L. Harris | | | | | | | | | | | | | | |
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| * | | | /s/ CARLOS M. HERNANDEZ | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Carlos M. Hernandez | | | | | | | | | | | | | | |
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| * | | | /s/ MICHAEL R. NIGGLI | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Michael R. Niggli | | | | | | | | | | | | | | |
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| * | | | /s/ PATRICIA K. POPPE | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Patricia K. Poppe | | | | | | | | | | | | | | |
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| * | | | /s/ WILLIAM L. SMITH | | | | | | Director | | | | | | February 21, 2024 | | |
| | | William L. Smith | | | | | | | | | | | | | | |
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| * | | | /s/ BENJAMIN F. WILSON | | | | | | Director | | | | | | February 21, 2024 | | |
| | | Benjamin F. Wilson | | | | | | | | | | | | | | |
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| * | | | /s/ SUMEET SINGH | | | | | | Director (Pacific Gas and Electric Company) | | | | | | February 21, 2024 | | |
| | | Sumeet Singh | | | | | | | | | | | | | | |
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| *By: | | | /s/ JOHN R. SIMON | | | | | | | | | | | | February 21, 2024 | | |
| | | John R. Simon, Attorney-in-Fact | | | | | | | | | | | | | | |
PG&E CORPORATION
SCHEDULE I — CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”)
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
| | | | | | | | | | | | | | | | | |
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| | | Years Ended December 31, | | | | | | | | | | | | | | |
| (in millions, except per share amounts) | | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| Administrative service revenue | | | $ | 154 | | | | | $ | 109 | | | | | $ | 118 | |
| Operating expenses | | | (165) | | | | | | (193) | | | | | | (124) | | |
| Interest income | | | 13 | | | | | | 3 | | | | | | — | | |
| Interest expense | | | (365) | | | | | | (261) | | | | | | (230) | | |
| Other income (expense) | | | (21) | | | | | | (201) | | | | | | (54) | | |
| Reorganization items, net | | | — | | | | | | — | | | | | | 1 | | |
| Equity in earnings of subsidiaries | | | 2,530 | | | | | | 2,154 | | | | | | 137 | | |
| Income (loss) before income taxes | | | 2,146 | | | | | | 1,611 | | | | | | (152) | | |
| Income tax benefit | | | (96) | | | | | | (132) | | | | | | (64) | | |
| Net Income (loss) | | | $ | 2,242 | | | | | $ | 1,743 | | | | | $ | (88) | |
| Other Comprehensive Income (Loss) | | | | | | | | | | | | | | | | | |
| Pension and other postretirement benefit plans obligations (net of taxes of $6, $8, and $3, at respective dates) | | | $ | (16) | | | | | $ | 21 | | | | | $ | 7 | |
| Total other comprehensive income (loss) | | | (16) | | | | | | 21 | | | | | | 7 | | |
| Comprehensive Income (Loss) | | | $ | 2,226 | | | | | $ | 1,764 | | | | | $ | (81) | |
| Weighted Average Common Shares Outstanding, Basic (1) | | | 2,064 | | | | | | 2,235 | | | | | | 2,463 | | |
| Weighted Average Common Shares Outstanding, Diluted (1) | | | 2,138 | | | | | | 2,380 | | | | | | 2,463 | | |
| Net earnings (loss) per common share, basic | | | $ | 1.09 | | | | | $ | 0.78 | | | | | $ | (0.05) | |
| Net earnings (loss) per common share, diluted | | | $ | 1.05 | | | | | $ | 0.73 | | | | | $ | (0.05) | |
(1) Includes 0 and 247,743,590 shares of common stock issued to ShareCo as of December 31, 2023 and 2022, respectively.
PG&E CORPORATION
SCHEDULE I — CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)
CONSOLIDATED BALANCE SHEETS
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| | | Balance at December 31, | | | | | | | | |
| (in millions) | | | 2023 | | | | | | 2022 | | |
| ASSETS | | | | | | | | | | | |
| Current Assets | | | | | | | | | | | |
| Cash and cash equivalents | | | $ | 192 | | | | | $ | 125 | |
| Restricted cash | | | 3 | | | | | | — | | |
| Advances to affiliates | | | 24 | | | | | | 46 | | |
| Income taxes receivable | | | 2 | | | | | | 10 | | |
| Other current assets | | | 1 | | | | | | 12 | | |
| Total current assets | | | 222 | | | | | | 193 | | |
| Noncurrent Assets | | | | | | | | | | | |
| Investments in subsidiaries | | | 36,804 | | | | | | 33,021 | | |
| Other investments | | | 167 | | | | | | 160 | | |
| Deferred income taxes | | | 539 | | | | | | 423 | | |
| Total noncurrent assets | | | 37,510 | | | | | | 33,604 | | |
| Total Assets | | | $ | 37,732 | | | | | $ | 33,797 | |
| LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | |
| Current Liabilities | | | | | | | | | | | |
| Long-term debt, classified as current | | | — | | | | | | 27 | | |
| Accounts payable – other | | | 58 | | | | | | 88 | | |
| Income taxes payable | | | 1 | | | | | | — | | |
| Other current liabilities | | | 363 | | | | | | 369 | | |
| Total current liabilities | | | 422 | | | | | | 484 | | |
| Noncurrent Liabilities | | | | | | | | | | | |
| Long-term debt | | | 4,599 | | | | | | 4,588 | | |
| Other noncurrent liabilities | | | 141 | | | | | | 134 | | |
| Total noncurrent liabilities | | | 4,740 | | | | | | 4,722 | | |
| Common Shareholders’ Equity | | | | | | | | | | | |
| Common stock | | | 37,906 | | | | | | 36,132 | | |
| Reinvested earnings | | | (5,322) | | | | | | (7,542) | | |
| Accumulated other comprehensive income (loss) | | | (14) | | | | | | 1 | | |
| Total common shareholders’ equity | | | 32,570 | | | | | | 28,591 | | |
| Total Liabilities and Shareholders’ Equity | | | $ | 37,732 | | | | | $ | 33,797 | |
PG&E CORPORATION
SCHEDULE I – CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
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| | | Year ended December 31, | | | | | | | | | | | | | | |
| | | 2023 | | | | | | 2022 | | | | | | 2021 | | |
| Cash Flows from Operating Activities: | | | | | | | | | | | | | | | | | |
| Net income (loss) | | | $ | 2,242 | | | | | $ | 1,743 | | | | | $ | (88) | |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | | | | | | | | | | |
| Stock-based compensation amortization | | | 4 | | | | | | 95 | | | | | | 51 | | |
| Equity in earnings of subsidiaries | | | (2,530) | | | | | | (2,160) | | | | | | (139) | | |
| Deferred income taxes and tax credits, net | | | (116) | | | | | | (126) | | | | | | (60) | | |
| Reorganization items, net | | | — | | | | | | — | | | | | | (32) | | |
| Current income taxes receivable/payable | | | 9 | | | | | | — | | | | | | 2 | | |
| Other | | | 40 | | | | | | 339 | | | | | | 81 | | |
| Net cash used in operating activities | | | (351) | | | | | | (109) | | | | | | (185) | | |
| Cash Flows From Investing Activities: | | | | | | | | | | | | | | | | | |
| Investment in subsidiaries | | | (1,290) | | | | | | (994) | | | | | | — | | |
| Dividends received from subsidiaries (1) | | | 1,775 | | | | | | 1,275 | | | | | | — | | |
| Net cash provided by investing activities | | | 485 | | | | | | 281 | | | | | | — | | |
| Cash Flows From Financing Activities: | | | | | | | | | | | | | | | | | |
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| Proceeds from issuance of convertible notes, net of discount and issuance costs of $27, $0, and $0 at respective dates | | | 2,123 | | | | | | — | | | | | | — | | |
| Repayment of long-term debt | | | — | | | | | | (28) | | | | | | (28) | | |
| Proceeds from (repayments of) intercompany note from the Utility | | | — | | | | | | (145) | | | | | | 145 | | |
| Repayments under term loan credit facilities | | | (2,181) | | | | | | — | | | | | | — | | |
| | | | | | | | | | | | | | | | | |
| Other | | | (6) | | | | | | — | | | | | | (29) | | |
| Net cash provided by (used in) financing activities | | | (64) | | | | | | (173) | | | | | | 88 | | |
| Net change in cash, cash equivalents, and restricted cash | | | 70 | | | | | | (1) | | | | | | (97) | | |
| Cash, cash equivalents, and restricted cash at January 1 | | | 125 | | | | | | 126 | | | | | | 223 | | |
| Cash, cash equivalents, and restricted cash at December 31 | | | $ | 195 | | | | | $ | 125 | | | | | $ | 126 | |
| Less: Restricted cash and restricted cash equivalents | | | (3) | | | | | | — | | | | | | — | | |
| Cash and cash equivalents at December 31 | | | $ | 192 | | | | | $ | 125 | | | | | $ | 126 | |
| | | | | | | | | | | | | | | | | |
| Supplemental disclosures of cash flow information | | | | | | | | | | | | | | | | | |
| Cash received (paid) for: | | | | | | | | | | | | | | | | | |
| Interest, net of amounts capitalized | | | $ | (309) | | | | | $ | (233) | | | | | $ | (207) | |
| Income taxes, net | | | — | | | | | | — | | | | | | 1 | | |
| Supplemental disclosures of noncash investing and financing activities | | | | | | | | | | | | | | | | | |
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| | | | | | | | | | | | | | | | | |
| Changes to PG&E Corporation common stock and treasury stock in connection with the Share Exchange and Tax Matters Agreement | | | $ | (2,517) | | | | | $ | (2,337) | | | | | $ | 4,854 | |
| Common stock dividends declared but not yet paid | | | 21 | | | | | | — | | | | | | — | | |
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(1) Because of its nature as a holding company, PG&E Corporation classifies dividends received from subsidiaries as an investing cash flow.
PG&E CORPORATION
SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2023, 2022, and 2021
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| (in millions) | | | | | | | | | | | | Additions | | | | | | | | | | | | | | | | | | | | |
| Description | | | | | | Balance at Beginning of Period | | | | | | Charged to Costs and Expenses | | | | | | Charged to Other Accounts | | | | | | Deductions (2) | | | | | | Balance at End of Period | | |
| Valuation and qualifying accounts deducted from assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 166 | | | | | $ | 624 | | | | | $ | — | | | | | $ | 345 | | | | | $ | 445 | |
| 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 171 | | | | | $ | 146 | | | | | $ | — | | | | | $ | 151 | | | | | $ | 166 | |
| 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 146 | | | | | $ | 136 | | | | | $ | — | | | | | $ | 111 | | | | | $ | 171 | |
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”
(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.
PACIFIC GAS AND ELECTRIC COMPANY
SCHEDULE II – CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended December 31, 2023, 2022, and 2021
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| (in millions) | | | | | | | | | | | | Additions | | | | | | | | | | | | | | | | | | | | |
| Description | | | | | | Balance at Beginning of Period | | | | | | Charged to Costs and Expenses | | | | | | Charged to Other Accounts | | | | | | Deductions (2) | | | | | | Balance at End of Period | | |
| Valuation and qualifying accounts deducted from assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 2023: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 166 | | | | | $ | 624 | | | | | $ | — | | | | | $ | 345 | | | | | $ | 445 | |
| 2022: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 171 | | | | | $ | 146 | | | | | $ | — | | | | | $ | 151 | | | | | $ | 166 | |
| 2021: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Allowance for uncollectible accounts (1) | | | | | | $ | 146 | | | | | $ | 136 | | | | | $ | — | | | | | $ | 111 | | | | | $ | 171 | |
(1) Allowance for uncollectible accounts is deducted from “Accounts receivable - Customers.”
(2) Deductions consist principally of write-offs, net of collections of receivables previously written off.