PG&E 10-K 2024-12-31
Filed 2025-02-13. 24 sections, 878K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
| (Mark One) | |||||
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the Fiscal Year Ended December 31, 2024 | |||||
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||
| For the transition period from _________ to ___________ |
| Commission File Number | Exact Name of Registrant as Specified In Its Charter | State or Other Jurisdiction of Incorporation or Organization | IRS Employer Identification Number | |||||||||||||||||
| 1-12609 | PG&E CORPORATION | California | 94-3234914 | |||||||||||||||||
| 1-2348 | PACIFIC GAS AND ELECTRIC COMPANY | California | 94-0742640 |
![]() | ![]() | |||||||||||||||||||||||||
| 300 Lakeside Drive | 300 Lakeside Drive | |||||||||||||||||||||||||
| Oakland, | California | 94612 | Oakland, | California | 94612 | |||||||||||||||||||||
| (Address of principal executive offices) (Zip Code) | (Address of principal executive offices) (Zip Code) | |||||||||||||||||||||||||
| 415 | 973-1000 | 415 | 973-7000 | |||||||||||||||||||||||
| (Registrant’s telephone number, including area code) | (Registrant’s telephone number, including area code) |
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common stock, no par value | PCG | The New York Stock Exchange | ||||||
| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% redeemable | PCG-PD | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC | ||||||
| First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable | PCG-PI | NYSE American LLC | ||||||
| 6.000% Series A Mandatory Convertible Preferred Stock, no par value | PCG-PrX | The New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: none
| Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: | |||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No |
| Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: | |||||||||||||||||
| PG&E Corporation: | ☐ | Yes | ☒ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☐ | Yes | ☒ | No |
| Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. | |||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No |
| Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | |||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No |
| Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. | ||||||||||||||||||||||||||
| PG&E Corporation | Pacific Gas and Electric Company | |||||||||||||||||||||||||
| ☒ | Large accelerated filer | ☐ | Large accelerated filer | |||||||||||||||||||||||
| ☐ | Non-accelerated filer | ☒ | Non-accelerated filer | |||||||||||||||||||||||
| ☐ | Smaller reporting company | ☐ | Smaller reporting company | |||||||||||||||||||||||
| ☐ | Accelerated filer | ☐ | Accelerated filer | |||||||||||||||||||||||
| ☐ | Emerging growth company | ☐ | Emerging growth 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: | ☐ |
| Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. | |||||||||||||||||
| PG&E Corporation: | ☒ | ||||||||||||||||
| Pacific Gas and Electric Company: | ☒ |
| If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. | |||||||||||||||||
| PG&E Corporation: | ☐ | ||||||||||||||||
| Pacific Gas and Electric Company: | ☐ |
| Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). | |||||||||||||||||
| PG&E Corporation: | ☐ | ||||||||||||||||
| Pacific Gas and Electric Company: | ☐ |
| Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | |||||||||||||||||
| PG&E Corporation: | ☐ | Yes | ☒ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☐ | Yes | ☒ | No |
| Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. | |||||||||||||||||
| PG&E Corporation: | ☒ | Yes | ☐ | No | |||||||||||||
| Pacific Gas and Electric Company: | ☒ | Yes | ☐ | No |
| Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2024, the last business day of the most recently completed second fiscal quarter: | |||||
| PG&E Corporation common stock | $45,624 million | ||||
| Pacific Gas and Electric Company common stock | Wholly owned by PG&E Corporation |
| Common Stock outstanding as of February 5, 2025: | ||||||||||||||||||||||||||
| PG&E Corporation: | 2,671,320,389* | |||||||||||||||||||||||||
| Pacific Gas and Electric Company: | 264,374,809 | |||||||||||||||||||||||||
| *Includes 477,743,590 shares of common stock held by Pacific Gas and Electric Company |
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the documents listed below have been incorporated by reference into the indicated parts of this report, as specified in the responses to the item numbers involved:
| Designated portions of the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders | Part III (Items 10, 11, 12, 13 and 14) |
Contents
UNITS OF MEASUREMENT
| 1 Kilowatt (kW) | = | One thousand watts | ||||||
| 1 Kilowatt-Hour (kWh) | = | One kilowatt continuously for one hour | ||||||
| 1 Megawatt (MW) | = | One thousand kilowatts | ||||||
| 1 Megawatt-Hour (MWh) | = | One megawatt continuously for one hour | ||||||
| 1 Gigawatt (GW) | = | One million kilowatts | ||||||
| 1 Gigawatt-Hour (GWh) | = | One gigawatt continuously for one hour | ||||||
| 1 Kilovolt (kV) | = | One thousand volts | ||||||
| 1 MVA | = | One megavolt ampere | ||||||
| 1 Mcf | = | One thousand cubic feet | ||||||
| 1 MMcf | = | One million cubic feet | ||||||
| 1 Bcf | = | One billion cubic feet | ||||||
| 1 MDth | = | One thousand decatherms |
GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
| AB | Assembly Bill | ||||
| Amended Articles | Amended and Restated Articles of Incorporation of PG&E Corporation and the Utility, each filed on June 22, 2020, and for PG&E Corporation, as amended by the Certificate of Amendment of Articles of Incorporation, filed on May 24, 2022 | ||||
| ARO | asset retirement obligation | ||||
| ASC | accounting standards codification | ||||
| ASU | accounting standard update issued by the Financial Accounting Standards Board | ||||
| Bankruptcy Court | the United States Bankruptcy Court for the Northern District of California | ||||
| BPPs | Bundled Procurement Plans | ||||
| CAISO | California Independent System Operator Corporation | ||||
| Cal Fire | California Department of Forestry and Fire Protection | ||||
| CARB | California Air Resources Board | ||||
| CARE | California Alternate Rates for Energy Program | ||||
| CAVA | Climate Adaptation and Vulnerability Assessment | ||||
| CCA | Community Choice Aggregator | ||||
| CEC | California Energy Resources Conservation and Development Commission | ||||
| CEMA | Catastrophic Event Memorandum Account | ||||
| Chapter 11 | Chapter 11 of Title 11 of the United States Code | ||||
| Chapter 11 Cases | the voluntary cases commenced by each of PG&E Corporation and the Utility under Chapter 11 on January 29, 2019 | ||||
| Corporation Revolving Credit Agreement | Credit Agreement, dated as of July 1, 2020, as amended, by and among PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time and JPMorgan Chase Bank, N.A., as Administrative Agent and Collateral Agent | ||||
| CPUC | California Public Utilities Commission | ||||
| CRR | congestion revenue rights | ||||
| DA | Direct Access | ||||
| DCPP | Diablo Canyon Power Plant | ||||
| District Court | United States District Court for the Northern District of California | ||||
| DOE | United States Department of Energy | ||||
| DOE Loan Guarantee Agreement | Loan Guarantee Agreement, dated as of January 17, 2025, between the Utility and the DOE | ||||
| DTSC | California Department of Toxic Substances Control | ||||
| DWR | California Department of Water Resources | ||||
| Emergence Date | July 1, 2020, the effective date of the Plan in the Chapter 11 Cases | ||||
| EOEP | Enhanced Oversight and Enforcement Process | ||||
| EPA | United States Environmental Protection Agency | ||||
| EPS | earnings per common share | ||||
| EPSS | Enhanced Powerline Safety Settings | ||||
| Exchange Act | Securities Exchange Act of 1934, as amended | ||||
| FERC | Federal Energy Regulatory Commission | ||||
| FHPMA | Fire Hazard Prevention Memorandum Account | ||||
| Fire Victim Trust | The trust established pursuant to the Plan for the benefit of holders of the Fire Victim Claims into which the Aggregate Fire Victim Consideration (as defined in the Plan) has been, and will continue to be, funded | ||||
| First Mortgage Bonds | bonds issued pursuant to the Indenture of Mortgage, dated as of June 19, 2020 between the Utility and The Bank of New York Mellon Trust Company, N.A., as amended and supplemented | ||||
| Form 10-K | PG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K | ||||
| FRMMA | Fire Risk Mitigation Memorandum Account |
| GAAP | United States Generally Accepted Accounting Principles | ||||
| GHG | greenhouse gas | ||||
| GRC | general rate case | ||||
| HFTD | high fire threat district | ||||
| HSMA | Hazardous Substance Memorandum Account | ||||
| IOUs | investor-owned utility(ies) | ||||
| IRC | Internal Revenue Code of 1986, as amended | ||||
| IRS | Internal Revenue Service | ||||
| Lakeside Building | 300 Lakeside Drive, Oakland, California, 94612 | ||||
| LSEs | load serving entities | ||||
| LTIP | Long-Term Incentive Plan | ||||
| MD&A | Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Part II, Item 7, of this Form 10-K | ||||
| MGMA | Microgrids Memorandum Account | ||||
| MGP | manufactured gas plants | ||||
| NAV | net asset value | ||||
| NBT | Net Billing Tariff | ||||
| NDCTP | Nuclear Decommissioning Cost Triennial Proceeding | ||||
| NEIL | Nuclear Electric Insurance Limited | ||||
| NEM | net energy metering | ||||
| NRC | Nuclear Regulatory Commission | ||||
| NTSB | National Transportation Safety Board | ||||
| OEIS | Office of Energy Infrastructure Safety (successor to the Wildfire Safety Division of the CPUC) | ||||
| PERA | Public Employees Retirement Association | ||||
| Plan | PG&E Corporation and the Utility, Knighthead Capital Management, LLC, and Abrams Capital Management, LP Joint Chapter 11 Plan of Reorganization, dated as of June 19, 2020 | ||||
| PSPS | Public Safety Power Shutoff | ||||
| RA | Resource Adequacy | ||||
| Receivables Securitization Program | The accounts receivable securitization program entered into by the Utility on October 5, 2020, providing for the sale of a portion of the Utility’s accounts receivable and certain other related rights to the SPV, which, in turn, obtains loans secured by the receivables from financial institutions | ||||
| ROE | return on equity | ||||
| ROU asset | right-of-use asset | ||||
| RPS | Renewables Portfolio Standard | ||||
| RUBA | Residential Uncollectibles Balancing Account | ||||
| SB | Senate Bill | ||||
| SEC | United States Securities and Exchange Commission | ||||
| SED | Safety and Enforcement Division of the CPUC | ||||
| SFGO | The Utility’s San Francisco General Office headquarters complex | ||||
| SPV | PG&E AR Facility, LLC | ||||
| TCJA | Tax Cuts and Jobs Act of 2017 | ||||
| TO | transmission owner | ||||
| USFS | United States Forest Service | ||||
| Utility | Pacific Gas and Electric Company | ||||
| Utility Revolving Credit Agreement | Credit Agreement, dated as of July 1, 2020, as amended, by and among the Utility, the several banks and other financial institutions or entities party thereto from time to time and Citibank, N.A., as Administrative Agent and Designated Agent | ||||
| VIE(s) | variable interest entity(ies) | ||||
| VMBA | Vegetation Management Balancing Account |
| WEMA | Wildfire Expense Memorandum Account | ||||
| WGSC | Wildfire and Gas Safety Costs | ||||
| Wildfire Fund | statewide fund established by AB 1054 that will be available for eligible electric utility companies to pay eligible claims for liabilities arising from wildfires occurring after July 12, 2019 that are caused by the applicable electric utility company’s equipment | ||||
| WMBA | Wildfire Mitigation Balancing Account | ||||
| WMCE | Wildfire Mitigation and Catastrophic Events | ||||
| WMP | wildfire mitigation plan | ||||
| WMPMA | Wildfire Mitigation Plan Memorandum Account |
FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect management’s judgment and opinions that are based on current estimates, expectations, and projections about future events and assumptions regarding these events and management’s knowledge of facts as of the date of this report. These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines associated with various investigations and proceedings; forecasts of capital expenditures; forecasts of cost savings; estimates and assumptions used in critical accounting estimates, including those relating to insurance receivables, regulatory assets and liabilities, environmental remediation, litigation, third-party claims, the Wildfire Fund, and other liabilities; and the level of future equity or debt issuances. These statements are also identified by words such as “assume,” “expect,” “intend,” “forecast,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “commit,” “goal,” “target,” “will,” “may,” “should,” “would,” “could,” “potential,” and similar expressions. PG&E Corporation and the Utility are not able to predict all the factors that may affect future results. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:
-
the extent to which the Wildfire Fund and revised prudency standard under AB 1054 effectively mitigate the risk of liability for damages arising from catastrophic wildfires, including whether the Utility maintains an approved WMP and a valid safety certification and whether the Wildfire Fund has sufficient remaining funds;
-
the risks and uncertainties associated with wildfires that have occurred or may occur in the Utility’s service area, including the wildfire that began on October 23, 2019 northeast of Geyserville in Sonoma County, California (the “2019 Kincade fire”), the wildfire that began on July 13, 2021 near the Cresta Dam in the Feather River Canyon in Plumas County, California (the “2021 Dixie fire”), the wildfire that began on September 6, 2022 near Oxbow Reservoir in Placer County, California (the “2022 Mosquito fire”), and any other wildfires for which the causes have yet to be determined; the damage caused by such wildfires; the extent of the Utility’s liability in connection with such wildfires (including the risk that the Utility may be found liable for damages regardless of fault); investigations into such wildfires, including those being conducted by the CPUC; potential liabilities in connection with fines or penalties that could be imposed on the Utility if the CPUC or any other enforcement agency were to bring an enforcement action in respect of any such fire; the risk that the Utility is not able to recover costs from the Wildfire Fund or other third parties or through rates; and the effect on PG&E Corporation’s and the Utility’s reputations of such wildfires, investigations, and proceedings;
-
the extent to which the Utility’s wildfire mitigation initiatives are effective, including the Utility’s ability to comply with the targets and metrics set forth in its WMP; the effectiveness of its system hardening, including undergrounding; the cost of the program and the timing and outcome of any proceeding to recover such costs through rates; and any determination by the OEIS that the Utility has not complied with its WMP;
-
the Utility’s ability to safely, reliably, and efficiently construct, maintain, operate, protect, and decommission its facilities, and provide electricity and natural gas services safely and reliably;
-
significant changes to the electric power and natural gas industries driven by technological advancements, electrification, and the transition to a decarbonized economy; the impact of reductions in Utility customer demand for natural gas; the impact of customer demand falling short of the Utility’s forecasts, driven by customer self-generation, customer departures to CCAs, direct access providers, and government-owned utilities, and legislative mandates to reduce the use of natural gas; and whether the Utility is successful in addressing the impact of growing distributed and renewable generation resources, increasing demand for electric power due to electrification of the transportation and other sectors of the economy, and the resulting changes in customer demand for its natural gas and electric services;
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cyber or physical attacks, including acts of terrorism, war, and vandalism, on the Utility or its third-party vendors, contractors, or customers (or others with whom they have shared data) which could result in operational disruption; the misappropriation or loss of confidential or proprietary assets, information or data, including customer, employee, financial, or operating system information, or intellectual property; corruption of data; or potential costs, lost revenues, litigation, or reputational harm;
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the Utility’s ability to attract or retain specialty personnel;
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the impact of severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, mudslides, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, and other events that can cause unplanned outages, reduce generating output, disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, its customers, or third parties on which the Utility relies, and the effectiveness of the Utility’s efforts to prevent, mitigate, or respond to such conditions or events; the reparation and other costs that the Utility may incur in connection with such conditions or events; the impact of the adequacy of the Utility’s emergency preparedness; whether the Utility incurs liability to third parties for property damage or personal injury caused by such events; whether the Utility is able to procure replacement power; and whether the Utility is subject to civil, criminal, or regulatory penalties in connection with such events;
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existing and future regulation and federal, state or local legislation, their implementation, and their interpretation; the cost to comply with such regulation and legislation; and the extent to which the Utility recovers its associated compliance and investment costs, including those regarding:
◦wildfires, including inverse condemnation reform, wildfire insurance, and additional wildfire mitigation measures or other reforms targeted at the Utility or its industry;
◦the environment, including the costs incurred to discharge the Utility’s remediation obligations or the costs to comply with standards for GHG emissions, renewable energy targets, energy efficiency standards, distributed energy resources, and electric vehicles;
◦the nuclear industry, including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, and cooling water intake, and whether DCPP operations are extended; and the Utility’s ability to continue operating DCPP until its planned retirement;
◦the regulation of utilities and their affiliates, including the conditions that apply to PG&E Corporation as the Utility’s holding company;
◦privacy and cybersecurity; and
◦taxes and tax audits;
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the outcome of current and future self-reports, investigations or other enforcement actions, agency compliance reports, or notices of violation that could be issued related to the Utility’s compliance with laws, rules, regulations, or orders applicable to its gas and electric operations; the construction, expansion, or replacement of its electric and gas facilities; electric grid reliability; audit, inspection and maintenance practices; customer billing and privacy; physical and cybersecurity protections; environmental laws and regulations; or otherwise, such as fines; penalties; remediation obligations; or the implementation of corporate governance, operational or other changes in connection with the EOEP;
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the timing and outcomes of the Utility’s pending and future ratemaking and regulatory proceedings, including the extent to which PG&E Corporation and the Utility are able to recover their costs through rates as recorded in memorandum accounts or balancing accounts, or as otherwise requested; and the transfer of ownership of the Utility’s assets to municipalities or other public entities, including as a result of the City and County of San Francisco’s valuation petition;
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whether the Utility can control its operating costs within the authorized levels of spending; whether the Utility can continue implementing the Lean operating system and achieve projected savings; the extent to which the Utility incurs unrecoverable costs that are higher than the forecasts of such costs; the risks and uncertainties associated with inflation; and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons;
-
the risks and uncertainties associated with PG&E Corporation’s and the Utility’s substantial indebtedness and the limitations on their operating flexibility in the documents governing that indebtedness, including the extent to which the Utility draws on the DOE Loan Guarantee Agreement;
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the risks and uncertainties associated with the resolution of the Subordinated Claims and the timing and outcomes of PG&E Corporation’s and the Utility’s ongoing or future litigation, including certain indemnity obligations to current and former officers and directors, the Wildfire-Related Non-Bankruptcy Securities Claims, and other third-party claims, as well as potential indemnity obligations to underwriters for certain of the Utility’s note offerings, including the extent to which related costs can be recovered through insurance, rates, or from other third parties;
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whether PG&E Corporation or the Utility undergoes an “ownership change” within the meaning of Section 382 of the IRC, as a result of which tax attributes could be limited;
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the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility’s natural gas compressor station site located near Hinkley, California and the Utility’s fossil fuel-fired generation sites;
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the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energy commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, including its renewable energy procurement costs;
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the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms;
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the risks and uncertainties associated with high rates for the Utility’s customers;
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actions by credit rating agencies to downgrade PG&E Corporation’s or the Utility’s credit ratings;
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the severity, extent and duration of pandemics and the Utility’s ability to collect on customer receivables; and
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the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in their interpretation or application.
For more information about the significant risks that could affect the outcome of the forward-looking statements and PG&E Corporation’s and the Utility’s future financial condition, results of operations, liquidity, and cash flows, see Item 1A. Risk Factors and Item 7. MD&A. PG&E Corporation and the Utility do not undertake any obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.
PG&E Corporation’s and the Utility’s Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and proxy statements are available free of charge on both PG&E Corporation’s website, www.pgecorp.com, and the Utility's website, www.pge.com, as promptly as practicable after they are filed with, or furnished to, the SEC. The SEC also maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC located at http://www.sec.gov. Additionally, PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings before the CPUC and the FERC at http://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. PG&E Corporation and the Utility also routinely post or provide direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “Wildfire and Safety Updates” and “News & Events: Events & Presentations” tabs, respectively, in order to publicly disseminate such information. Specifically, within two hours during business hours or four hours outside of business hours of the determination that an incident is attributable or allegedly attributable to the Utility’s electric facilities and has resulted in property damage estimated to exceed $200,000, a fatality or injury requiring medical attention from a healthcare professional at a hospital or other medical facility, or media coverage from a major news outlet, or a government entity investigating whether the infrastructure owned or operated by the utility caused a wildfire, the Utility is required to submit an electric incident report including information about such incident to the CPUC. The information included in an electric incident report is limited and may not include important information about the facts and circumstances about the incident due to the limited scope of the reporting requirements and timing of the report and is necessarily limited to information to which the Utility has access at the time of the report. Ignitions are also reportable under CPUC Decision 14-02-015 when they involve self-propagating fire of material other than electrical or communication facilities; the fire traveled greater than one linear meter from the ignition point; and the Utility has knowledge that the fire occurred. It is possible that any of these filings or information included therein could be deemed to be material information. The information contained on such websites is not part of this or any other report that PG&E Corporation or the Utility files with, or furnishes to, the SEC. PG&E Corporation and the Utility are providing the address to this website solely for the information of investors and do not intend the address to be an active link. PG&E Corporation and the Utility also make available to investors information about the companies’ climate goals and progress in the Corporate Sustainability Report, Climate Strategy Report, and CAVA, which information is not incorporated by reference into this report.
PART I
Item 1. BUSINESS
PG&E Corporation, incorporated in California in 1995, is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in Northern and Central California. The Utility was incorporated in California in 1905. PG&E Corporation became the holding company of the Utility and its subsidiaries in 1997. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility’s service area is shown in the graphic below.

PG&E Corporation’s and the Utility’s operating revenues, income, and total assets can be found below in Item 8. Financial Statements and Supplementary Data.
The principal executive offices of PG&E Corporation and the Utility are located at 300 Lakeside Drive, Oakland, California 94612. PG&E Corporation’s telephone number is (415) 973-1000 and the Utility’s telephone number is (415) 973-7000.
This is a combined Annual Report on Form 10-K for PG&E Corporation and the Utility. Each of PG&E Corporation and the Utility is a separate entity.
Triple Bottom Line
PG&E Corporation’s and the Utility’s purpose is to deliver for their hometowns, serve the planet, and lead with love. In support of this purpose, the companies employ a Lean operating model designed to drive more effective and responsive decision-making, reduce the difficulties many employees face in their day-to-day work, and deliver better outcomes for customers and communities.
PG&E Corporation and the Utility measure their progress toward the purpose by considering their impact on the “triple bottom line” of people, planet, and prosperity, which is underpinned by performance; this consideration takes into account not only the economic value they create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line is designed to balance the interests of the companies’ many stakeholders, and it reflects the broader societal impacts of the companies’ activities.
PG&E Corporation and the Utility will continue to consider the impact on the triple bottom line of people, planet, and prosperity in their daily operations as well as in their long-term strategic decisions. The Utility will continue to seek fair and timely regulatory treatment to support its customer-driven investment plan while pursuing cost-control measures that would allow it to maintain the affordability of its service. The Lean operating system is an important means of realizing PG&E Corporation’s and the Utility’s objective of achieving world-class performance while delivering hometown service.
People
The people element of the triple bottom line represents PG&E Corporation’s and the Utility’s commitment to their workforce, their customers, the residents of local communities in which the companies do business, and other stakeholders.
PG&E Corporation’s and the Utility’s goal is to continually reduce risk to keep customers, the communities they serve, and their workforce (both employees and contractors) safe. Their focus is on continuously building an organization where every work activity is designed to facilitate safe performance, every worker knows and practices safe behaviors, and every individual is encouraged to speak up and stop work if they see unsafe or risky behavior, and has confidence that their concerns and ideas will be heard and pursued. PG&E Corporation and the Utility are committed to significantly improving their safety performance by understanding their risks, prioritizing their work, using controls to reduce risks, and continuously measuring and improving risk reduction.
PG&E Corporation’s and the Utility’s human capital resource objectives are to build and retain an engaged, well trained, diverse, and equitably-paid workforce. Their focus is on making it enjoyable to work with and for PG&E Corporation and the Utility. PG&E Corporation and the Utility place a high priority on delivering customer value and providing a hometown customer experience. The Utility’s customer-driven investment program is aimed at improving safety, increasing electric and gas service reliability, and improving customer satisfaction.
For more information, see “Human Capital” below.
Planet
The planet element of the triple bottom line represents PG&E Corporation’s and the Utility’s commitment to protect and serve the environment. This commitment extends beyond compliance with various state and federal environmental, health, and safety laws and regulations. PG&E Corporation and the Utility believe that integrating and managing climate change and other environmental considerations in the companies’ business strategies creates long-term value for PG&E Corporation and the Utility, and for their customers, communities, employees, and other stakeholders.
The Utility is committed to delivering a safe, reliable, sustainable, and climate-resilient energy system at the lowest possible cost in the face of increasingly severe and extreme climate-driven natural hazards. To build resilience to these hazards, the Utility is working to systematically integrate forward-looking climate data and tools into its decision-making. PG&E Corporation and the Utility also work with policymakers and regulators to advance effective climate change policy in California, and work directly with local governments and communities on adaptation solutions.
PG&E Corporation and the Utility are also committed to helping heal the planet. PG&E Corporation’s and the Utility’s 2022 Climate Strategy Report, which is available to the public, describes the companies’ climate goals and plans to meet those goals. To meet their longer-term climate goals, PG&E Corporation and the Utility intend to scale their efforts to decarbonize the energy system to accommodate a shift to vehicle electrification, integrate a proliferation of distributed energy resources, and achieve increased utilization of renewable energy combined with investments in the grid and energy storage.
PG&E Corporation and the Utility continue to pursue policies and programs that enable safe, reliable, affordable, clean, and resilient energy for their customers. As a result of actions already taken by PG&E Corporation and the Utility, the companies have:
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Delivered electricity to retail customers in 2024 that was over 90% GHG free (see “Electricity Resources” below for more information).
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Helped customers avoid emissions and manage energy costs through robust energy efficiency programs.
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Managed contracts for more than 4.6 GW of battery energy storage to be deployed over the next several years and operated 183 MW of Utility-owned battery storage, strengthening California’s grid efficiency and reliability.
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Helped enable the total number of electric vehicles operating in the Utility’s service area to exceed 675,000; installed more than 3,800 charging ports for electric vehicles at schools, public charging locations, and in support of fleets; and deployed the first-in-the-nation 100% electric school bus fleet that is also equipped with groundbreaking vehicle-to-grid technology.
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Brought the total number of interconnected private solar customers to more than 880,000 and total number of customers who have installed battery storage at their homes or businesses to more than 120,000. These customers use their storage systems as critical backup power and for resiliency.
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Continued to advance decarbonization initiatives for the Utility’s natural gas delivery system, including meeting the CPUC-mandated methane emission reduction target ahead of schedule and accelerated initiatives to meet its voluntary 2030 reduction goal. The Utility also launched an initiative to purchase California-produced renewable natural gas for its natural gas customers, toward a target to procure renewable natural gas to serve 15% of its bundled resi
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Item 1A. RISK FACTORS
PG&E Corporation’s and the Utility’s financial results can be affected by many factors, including estimates and assumptions used in the critical accounting estimates described in Item 7. MD&A, that can cause their actual financial results to differ materially from historical results or from anticipated future financial results. The following discussion of key risk factors should be considered in evaluating an investment in PG&E Corporation and the Utility and should be read in conjunction with Item 7. MD&A and the Consolidated Financial Statements and related notes in Part II, Item 8, Financial Statements and Supplementary Data of this 2024 Form 10-K. Any of these factors, in whole or in part, could materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.
Risk Factors Summary
The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. These risks are discussed more fully below.
Risks related to wildfires, including risks related to:
Risks related to operations and information technology, including risks related to:
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The hazardous nature of the Utility’s electricity and natural gas operations;
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The operation and decommissioning of the Utility’s nuclear generation facilities; and
Risks related to environmental factors, including risks related to:
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Severe weather events, extended drought, and climate change and events resulting from these conditions (including wildfires); and
Risks related to enforcement matters, investigations, and regulatory proceedings, including risks related to:
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Outcomes of regulatory and ratemaking proceedings and the Utility’s ability to manage its costs; and
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Attempts to acquire the Utility's assets and customers through municipalization or bypass.
Risks related to financial conditions, including risks related to:
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PG&E Corporation’s and the Utility’s substantial indebtedness;
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Potential additional dilution to holders of PG&E Corporation common stock;
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Ownership and transfer restrictions associated with PG&E Corporation capital stock;
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PG&E Corporation’s reliance on dividends, distributions, and other payments from the Utility;
Risks Related to Wildfires
The Wildfire Fund and other provisions of AB 1054 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires.
If the Utility does not have an approved WMP, the Utility will not be issued a safety certification and will consequently not benefit from the presumption of prudency or the AB 1054 disallowance cap. Under AB 1054, the Utility is required to maintain a safety certification issued by the OEIS to be eligible for certain benefits, including a cap on Wildfire Fund reimbursement and all aspects of the reformed prudent manager standard. The AB 1054 Wildfire Fund disallowance cap, which caps the amount of liability that the Utility could be required to bear for a catastrophic wildfire, is inapplicable if the Wildfire Fund administrator determines that the electric utility company’s actions or inactions that resulted in the applicable wildfire constituted “conscious or willful disregard for the rights and safety of others,” or the electric utility company fails to maintain a valid safety certification at the time the applicable wildfire ignited. In addition, if the Utility fails to maintain a valid safety certification at the time a wildfire ignites, the initial burden of proof in a prudency proceeding shifts from intervenors to the Utility. The Utility will be required to reimburse amounts that are determined by the CPUC not to be just and reasonable. For more information on the disallowance cap, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.
Furthermore, the Wildfire Fund will only be available for payment of eligible claims so long as there are sufficient funds remaining in the Wildfire Fund. Such funds could be depleted more quickly than PG&E Corporation’s and the Utility’s 20-year estimate for the life of the Wildfire Fund (see Note 2 of the Notes to the Consolidated Financial Statements in Item 8), including as a result of claims made by California’s other participating electric utility companies. For example, victims of wildfires in Southern California in January 2025 have filed lawsuits alleging that Southern California Edison’s equipment was associated with the ignition of such fires.
If the Utility is unable to maintain a safety certification or if the Wildfire Fund is exhausted, the ineffectiveness of the Wildfire Fund could have a material effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows. Also, the Utility will not be able to obtain any recovery from the Wildfire Fund for wildfire-related losses in any year that do not exceed the greater of $1.0 billion in the aggregate and the amount of insurance coverage required under AB 1054.
In addition, there could be a significant delay between the occurrence of a wildfire and when the Utility recognizes impairment for the reduction in future coverage due to the lack of data available to the Utility following a catastrophic event, especially if the wildfire occurs in the service area of another participating electric utility. Participation in the Wildfire Fund is expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, and the benefits of participating in the Wildfire Fund may not ultimately outweigh the substantial costs of the Utility’s contributions to the W
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Item 1B. UNRESOLVED STAFF COMMENTS
None.
Item 1C. CYBERSECURITY
Risk Management and Strategy
The objective of PG&E Corporation’s and the Utility’s cybersecurity program is to protect information assets and to mitigate against material cybersecurity threats, data and information compromise, and other risk events that could materially affect the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility. PG&E Corporation’s and the Utility’s cybersecurity program’s strategy is to establish multiple layers of defense through logical and physical security controls so that if any particular control proves insufficient, other controls may capture and mitigate that risk, such as:
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Developing organizational understanding in managing cybersecurity risks to systems, assets, and data by regularly assessing cybersecurity internal controls and program maturity, including engaging independent third parties and participating in external regulatory compliance assessments;
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Assessing, monitoring, and imposing contractual requirements on third-party service providers for cybersecurity risks and for compliance with PG&E Corporation’s and the Utility’s policies regarding access to company networks, information security, and technology;
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Configuring and monitoring the system; employing policies, controls, and security tools, including training for employees and contractors; and limiting access and operating firewall rules as necessary and appropriate;
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Utilizing multiple government and private assessors, consultants, auditors or other third parties, as well as an internal team, for intelligence gathering, security monitoring, threat hunting, and forensic activities;
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Monitoring emerging data protection laws and regulations and implementing changes to processes designed to comply with any such laws and regulations;
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Responding to cybersecurity incidents as they are detected by containing consequences, investigating causes and impacts, and implementing mitigations;
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Maintaining and utilizing plans for resilience, mitigation, and restoring any capabilities or services that were impaired due to a cybersecurity incident;
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Maintaining cybersecurity liability insurance;
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Maintaining physical controls on a risk-informed basis, including controlling access or monitoring as appropriate; and
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Continuously improving the cybersecurity program by incorporating learning from past experiences and testing, reviewing, and enhancing the controls and capabilities discussed above, including conducting regular cybersecurity incident-response exercises.
PG&E Corporation and the Utility have identified cybersecurity as a key enterprise risk, which they manage through their enterprise risk management system.
PG&E Corporation and the Utility have not experienced any cybersecurity incidents in the last three years that have materially affected the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility. For more information regarding how cybersecurity threats could materially affect PG&E Corporation and the Utility, see “The Utility’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, or physical attack.” in Item 1A. Risk Factors.
Governance
PG&E Corporation’s and the Utility’s Boards of Directors, particularly their Safety and Nuclear Oversight Committees, have primary responsibility for overseeing cybersecurity risk management, including reviewing the companies’ cybersecurity policies, controls, and procedures. The Safety and Nuclear Oversight Committees participate in cybersecurity risk reviews to promote alignment in operations and asset management in the implementation of mitigation strategies designed to reduce the risk and impact of cybersecurity threats. In the event that the Safety and Nuclear Oversight Committees identify significant exposures, including with respect to cybersecurity, they communicate such exposure to the Boards of Directors to assess PG&E Corporation’s and the Utility’s risk identification, risk management, and mitigation strategies. Management provides briefings to the Safety and Nuclear Oversight Committees at least annually, as well as briefings on important cybersecurity incidents and threats as necessary and appropriate or as requested. These briefings include describing cybersecurity threats, defenses, mitigation strategies, and risk data analytics that may impact the companies’ significant assets.
The Executive Vice President and Chief Information Officer of PG&E Corporation and the Utility and the Senior Vice President, Chief Security Officer, and Chief Data and Analytics Officer of the Utility have collectively over 50 years of prior work experience in various roles involving information technology and cybersecurity functions. They are responsible for assessing and managing cybersecurity risks in collaboration with the enterprise risk management team. Such persons are informed about cybersecurity vulnerabilities and incidents through daily and weekly operating reviews conducted by management and personnel closest to the work as part of the Lean operating system and as otherwise appropriate.
Item 2. PROPERTIES
The Utility owns or has obtained the right to occupy or use real property comprising the Utility’s electricity and natural gas distribution facilities, electric generation facilities, natural gas gathering facilities and generation facilities, and natural gas and electricity transmission facilities, which are described in Item 1. Business, under “Electric Utility Operations”, “Natural Gas Utility Operations,” and “Nuclear Operations.” The Utility occupies or uses real property primarily through various leases, easements, rights-of-way, permits, or licenses from private landowners or governmental authorities. In total, the Utility occupies approximately 7.5 million square feet of real property, including 5.5 million square feet owned by the Utility. Virtually all of the Utility’s plant property is subject to the lien of a first mortgage bond indenture.
The Utility leases the Lakeside Building and has exercised an option to purchase the Property. The Utility will continue to lease the Property until closing in June 2025. For more information, see Note 2 of the Notes to the Consolidated Financial Statements in Item 8.
The Utility owns over 135,000 acres of land, including approximately 100,000 acres of watershed lands. In 2002, the Utility agreed to implement its Land Conservation Commitment (“LCC”) to permanently preserve the six “beneficial public values” on all the watershed lands through conservation easements or equivalent protections, as well as to make approximately 40,000 acres of the watershed lands available for donation to qualified organizations. The six “beneficial public values” being preserved by the LCC include: natural habitat of fish, wildlife, and plants; open space; outdoor recreation by the general public; sustainable forestry; agricultural uses; and historic values. In 2024, the Utility met its goal to permanently preserve the approximate 140,000 acres of watershed lands, after securing all required regulatory approvals.
Item 3. LEGAL PROCEEDINGS
In addition to the following proceedings, PG&E Corporation and the Utility are parties to various lawsuits and regulatory proceedings in the ordinary course of their business. For more information regarding material lawsuits and proceedings, see “Litigation Matters” in Item 7. MD&A, Item 1A. Risk Factors and Notes 9, 14, and 15 of the Notes to the Consolidated Financial Statements in Item 8**.**
Each of PG&E Corporation and the Utility has elected use $1 million as the quantitative threshold for disclosure of environmental proceedings described in Item 103(c)(3)(iii) of Regulation S-K.
CZU Lightning Complex Fire Notices of Violation
Between November 2020 and January 2021, several governmental entities raised concerns regarding the Utility’s emergency response to the 2020 CZU Lightning Complex fire, including Cal Fire, the California Coastal Commission, the Central Coast Regional Water Quality Control Board, and the Santa Cruz County Board of Supervisors alleging environmental, vegetation management, and unpermitted work violations. The Utility continues to work with the California Coastal Commission and the Central Coast Regional Water Quality Control Board to resolve any outstanding issues. Violations can result in penalties, remediation, and other relief.
Based on the information available, PG&E Corporation and the Utility believe it is probable that a liability has been incurred. Accordingly, PG&E Corporation and the Utility have recorded charges for amounts that are not material. PG&E Corporation and the Utility do not believe that the resolution of these matters will have a material impact on their financial condition, results of operations, or cash flows.
Butte Canal Breach
On August 9, 2023, a canal in Butte County owned by the Utility breached. The Central Valley Regional Water Quality Control Board has alleged environmental violations in connection with the breach. Violations can result in penalties, remediation, and other relief.
Based on the information available, PG&E Corporation and the Utility believe it is probable that a liability has been incurred, but the amount of the liability is not reasonably estimable. PG&E Corporation and the Utility do not believe that the resolution of this matter will have a material impact on their financial condition, results of operations, or cash flows.
Item 4. MINE SAFETY DISCLOSURES
Not applicable.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS
The following individuals serve as executive officers of PG&E Corporation, as of February 12, 2025. Except as otherwise noted, all positions have been held at PG&E Corporation.
| Name | Age | Positions Held Over Last Five Years | Time in Position | |||||||||||||||||
| Patricia K. Poppe | 56 | Chief Executive Officer | January 4, 2021 to present | |||||||||||||||||
| President and Chief Executive Officer, CMS Energy Corporation | July 2016 to December 2020 | |||||||||||||||||||
| Vice President, Customer Experience, Rates and Regulations, Consumers Energy Company | January 2011 to July 2016 | |||||||||||||||||||
| Carolyn J. Burke | 57 | Executive Vice President and Chief Financial Officer | May 4, 2023 to present | |||||||||||||||||
| Chief Financial Officer & Executive Vice President, Chevron Phillips Chemical Company LLC | February 2019 to September 2022 | |||||||||||||||||||
| Senior positions, including Executive Vice President, Strategy & Administration, Dynegy, Inc. | August 2011 to April 2018 | |||||||||||||||||||
| Kaled H. Awada | 50 | Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | January 16, 2024 to present | |||||||||||||||||
| Executive Vice President & Chief Human Resources Officer, Tenneco Inc. | September 2018 to November 2022 | |||||||||||||||||||
| Global Vice President, Human Resources, Aptiv PLC | May 2015 to August 2018 | |||||||||||||||||||
| Jason M. Glickman | 44 | Executive Vice President, Engineering, Planning, and Strategy, Pacific Gas and Electric Company | May 3, 2021 to present | |||||||||||||||||
| Global Head of Utilities and Renewables, Bain & Company | March 2020 to April 2021 | |||||||||||||||||||
| Partner, Bain & Company | January 2014 to April 2021 | |||||||||||||||||||
| Consultant, Bain & Company | August 2007 to December 2013 | |||||||||||||||||||
| Carla J. Peterman | 46 | Executive Vice President, Corporate Affairs and Chief Sustainability Officer | October 1, 2021 to present | |||||||||||||||||
| Executive Vice President, Corporate Affairs | June 2021 to September 2021 | |||||||||||||||||||
| Senior Vice President, Strategy and Regulatory Affairs, Southern California Edison | September 2019 to May 2021 | |||||||||||||||||||
| Commissioner, California Public Utilities Commission | December 2012 to December 2018 | |||||||||||||||||||
| Marlene M. Santos | 64 | Executive Vice President and Chief Customer and Enterprise Solutions Officer, Pacific Gas and Electric Company | October 16, 2023 to present | |||||||||||||||||
| Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company | March 15, 2021 to October 15, 2023 | |||||||||||||||||||
| President, Gulf Power Company | January 2019 to March 2021 | |||||||||||||||||||
| Chief Integration Officer, NextEra Energy, Inc. | March 2015 to December 2018 | |||||||||||||||||||
| John R. Simon | 60 | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer | August 15, 2020 to present | |||||||||||||||||
| Executive Vice President, Law, Strategy, and Policy | June 2019 to August 2020 | |||||||||||||||||||
| Executive Vice President | May 2019 to June 2019 | |||||||||||||||||||
| Interim Chief Executive Officer | January 2019 to May 2019 | |||||||||||||||||||
| Executive Vice President and General Counsel | March 2017 to January 2019 | |||||||||||||||||||
| Executive Vice President, Corporate Services and Human Resources | August 2015 to February 2017 | |||||||||||||||||||
| Sumeet Singh | 46 | Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | March 1, 2023 to present | |||||||||||||||||
| Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company | January 1, 2022 to February 28, 2023 | |||||||||||||||||||
| Senior Vice President and Chief Risk Officer, PG&E Corporation and Pacific Gas and Electric Company | February 1, 2021 to December 31, 2021 | |||||||||||||||||||
| Interim President and Chief Risk Officer, Pacific Gas and Electric Company; Senior Vice President and Chief Risk Officer, PG&E Corporation | January 1, 2021 to January 31, 2021 | |||||||||||||||||||
| Senior Vice President and Chief Risk Officer, PG&E Corporation and Pacific Gas and Electric Company | August 2020 to December 31, 2021 | |||||||||||||||||||
| Gas Safety & Integrity Officer, Energy, Picarro, Inc. | February 2020 to August 2020 |
| Senior positions within the Utility including Vice President, Asset, Risk Management and Community Wildfire Safety Program from May 2019 to January 2020, Vice President, Community Wildfire Safety Program, from September 2018 to May 2019, Vice President, Gas Asset and Risk Management from September 2015 to August 2018 | September 2015 to January 2020 | |||||||||||||||||||
| Ajay Waghray | 63 | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | January 1, 2024 to present | |||||||||||||||||
| Executive Vice President and Chief Information Officer, PG&E Corporation | July 1, 2023 to December 31, 2023 | |||||||||||||||||||
| Senior Vice President and Chief Information Officer | September 21, 2020 to June 30, 2023 | |||||||||||||||||||
| Founder, Agni Growth Ventures, LLC | January 2019 to September 2021 | |||||||||||||||||||
| Executive Vice President and Chief Technology Officer, Assurant Inc. | May 2016 to December 2018 |
The following individuals serve as executive officers of the Utility as of February 12, 2025. Except as otherwise noted, all positions have been held at the Utility.
| Jason M. Glickman | 44 | Executive Vice President, Engineering, Planning, and Strategy | May 3, 2021 to present | |||||||||||||||||
| Global Head of Utilities and Renewables, Bain & Company | March 2020 to April 2021 | |||||||||||||||||||
| Partner, Bain & Company | January 2014 to April 2021 | |||||||||||||||||||
| Consultant, Bain & Company | August 2007 to December 2013 | |||||||||||||||||||
| Marlene M. Santos | 64 | Executive Vice President and Chief Customer and Enterprise Solutions Officer | October 16, 2023 to present | |||||||||||||||||
| Executive Vice President and Chief Customer Officer | March 15, 2021 to October 15, 2023 | |||||||||||||||||||
| President, Gulf Power Company | January 2019 to March 2021 | |||||||||||||||||||
| Chief Integration Officer, NextEra Energy, Inc. | March 2015 to December 2018 | |||||||||||||||||||
| Sumeet Singh | 46 | Executive Vice President, Operations and Chief Operating Officer | March 1, 2023 to present | |||||||||||||||||
| Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company | January 1, 2022 to February 28, 2023 | |||||||||||||||||||
| Senior Vice President and Chief Risk Officer, PG&E Corporation and Pacific Gas and Electric Company | February 1, 2021 to December 31, 2021 | |||||||||||||||||||
| Interim President and Chief Risk Officer, Pacific Gas and Electric Company; Senior Vice President and Chief Risk Officer, PG&E Corporation | January 1, 2021 to January 31, 2021 | |||||||||||||||||||
| Senior Vice President and Chief Risk Officer, PG&E Corporation and Pacific Gas and Electric Company | August 2020 to December 31, 2021 | |||||||||||||||||||
| Gas Safety & Integrity Officer, Energy, Picarro, Inc. | February 2020 to August 2020 | |||||||||||||||||||
| Senior positions within the Utility including Vice President, Asset, Risk Management and Community Wildfire Safety Program from May 2019 to January 2020, Vice President, Community Wildfire Safety Program, from September 2018 to May 2019, Vice President, Gas Asset and Risk Management from September 2015 to August 2018 | September 2015 to January 2020 | |||||||||||||||||||
| Stephanie N. Williams | 42 | Vice President, Chief Financial Officer and Controller | January 10, 2023 to present | |||||||||||||||||
| Vice President and Controller, PG&E Corporation | January 10, 2023 to present | |||||||||||||||||||
| Vice President, Finance and Planning | January 2020 to January 10, 2023 | |||||||||||||||||||
| Senior Director, Business Finance Electric Operations | March 2019 to January 10, 2022 | |||||||||||||||||||
| Director, Business Finance | October 2014 to February 2019 | |||||||||||||||||||
| Kaled H. Awada | 50 | Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | January 16, 2024 to present |
| Executive Vice President & Chief Human Resources Officer, Tenneco Inc. | September 2018 to November 2022 | |||||||||||||||||||
| Global Vice President, Human Resources, Aptiv PLC | May 2015 to August 2018 | |||||||||||||||||||
| Ajay Waghray | 63 | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | January 1, 2024 to present | |||||||||||||||||
| Executive Vice President and Chief Information Officer, PG&E Corporation | July 1, 2023 to December 31, 2023 | |||||||||||||||||||
| Senior Vice President and Chief Information Officer | September 21, 2020 to June 30, 2023 | |||||||||||||||||||
| Founder, Agni Growth Ventures, LLC | January 2019 to September 2021 | |||||||||||||||||||
| Executive Vice President and Chief Technology Officer, Assurant Inc. | May 2016 to December 2018 | |||||||||||||||||||
PART II
Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
As of February 5, 2025, there were 40,511 holders of record of PG&E Corporation common stock. A substantially greater number of holders of PG&E Corporation common stock are “street name” or beneficial holders, whose shares of record are held by banks, brokers, and other financial institutions. PG&E Corporation common stock is listed on the New York Stock Exchange and is traded under the symbol “PCG.” Shares of common stock of the Utility are wholly owned by PG&E Corporation and do not trade in the public market.
For information regarding dividends, see “Liquidity and Financial Resources - Dividends” in Item 7. MD&A and PG&E Corporation’s Consolidated Statements of Equity, the Utility’s Consolidated Statements of Shareholders’ Equity, and Note 6 of the Notes to the Consolidated Financial Statements in Item 8.
Item 6. [RESERVED]
Not applicable.
Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
This is a combined report of PG&E Corporation and the Utility and includes separate Consolidated Financial Statements for each of these two entities. This combined MD&A should be read in conjunction with the Consolidated Financial Statements and the Notes to the Consolidated Financial Statements included in Item 8.
Generally, PG&E Corporation’s and the Utility’s revenues vary based on the outcomes of ratemaking proceedings and the amount of pass-through costs incurred. See “Ratemaking Mechanisms” in Item 1. Description of the Business regarding how the Utility’s revenues are determined. Factors that cause costs to vary include the cost of purchased power and fuel; the costs of procurement storage, transportation of natural gas; weather; criminal, civil and regulatory charges for wildfires; the outcomes of ratemaking proceedings; and increases in interest expense as a result of additional debt issuances.
The discussion related to the results of operations and liquidity for 2023 compared to 2022 is incorporated by reference to Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in PG&E Corporation’s and the Utility’s combined Annual Report on Form 10-K for the year ended December 31, 2023, which was filed with the SEC in February 2024.
Key Factors Affecting Financial Results
PG&E Corporation and the Utility believe that their financial condition, results of operations, liquidity, and cash flows may be materially affected by the following factors:
- The Uncertainties in Connection with Wildfires, Wildfire Mitigation, and Associated Cost Recovery. PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows may be materially affected by the costs and effectiveness of the Utility’s wildfire mitigation initiatives; the extent of damages from wildfires that do occur; the financial impacts of wildfires; and PG&E Corporation’s and the Utility’s ability to mitigate those financial impacts with insurance, self-insurance, the Wildfire Fund, and regulatory recovery.
In response to the wildfire threat facing California, PG&E Corporation and the Utility have taken aggressive steps to mitigate the threat of catastrophic wildfires. The Utility’s wildfire mitigation initiatives include EPSS, PSPS, vegetation management, asset inspections, and system hardening (such as undergrounding). The Utility’s wildfire mitigation efforts have also benefited in recent years from improved ignition response and situational awareness tools like weather stations and risk modeling. These initiatives have significantly reduced the number of CPUC-reportable ignitions and the number of acres burned from utility-related ignitions. The success of the Utility’s wildfire mitigation efforts depends on many factors, including whether the Utility can retain or contract for the workforce necessary to execute its wildfire mitigation actions.
PG&E Corporation and the Utility have incurred and will continue to incur substantial expenditures in connection with these initiatives. For more information on incurred expenditures, see Note 3 of the Notes to the Consolidated Financial Statements in Item 8. The extent to which the Utility will be able to recover these expenditures and other potential costs through rates is uncertain. If additional requirements are imposed that go beyond current expectations, such requirements could have a substantial impact on the costs of the Utility’s wildfire mitigation initiatives.
The Utility is subject to a number of legal and regulatory requirements related to its wildfire mitigation efforts, which require periodic inspections of electric assets and ongoing reporting related to this work. Although the Utility believes that it has complied substantially with these requirements, it continually reviews and has identified instances of noncompliance. The Utility intends to update the CPUC and the OEIS as its review progresses. The Utility could face fines, penalties, enforcement action, or other adverse legal or regulatory consequences for noncompliance related to wildfire mitigation efforts.
Despite these extensive measures, the potential that the Utility’s equipment will be involved in the ignition of future wildfires, including catastrophic wildfires, is significant. This risk may be attributable to, and exacerbated by, a variety of factors, including climate (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), infrastructure, and vegetation conditions. Once an ignition has occurred, the Utility may be unable to control the extent of damages, which is primarily determined by environmental conditions (including weather and vegetation conditions), third-party suppression efforts, and the location of the wildfire.
The financial impact of past wildfires is significant. As of December 31, 2024, PG&E Corporation and the Utility had recorded aggregate liabilities of $1.225 billion, $1.925 billion, and $100 million for claims in connection with the 2019 Kincade fire, the 2021 Dixie fire, and the 2022 Mosquito fire, respectively, and in each case before available insurance, and, in the case of the 2021 Dixie fire and the 2022 Mosquito fire, other probable cost recoveries. These liability amounts correspond to the lower end of the range of reasonably estimable probable losses.
PG&E Corporation and the Utility may be able to mitigate the financial impact of future wildfires in excess of insurance coverage or self-insurance through the Wildfire Fund, or cost recovery through rates. Each of these mitigations involves uncertainties, and liabilities could exceed available recoveries. See “Loss Recoveries” in Note 14 of the Notes to the Consolidated Financial Statements in Item 8.
As of December 31, 2024, the Utility has recorded insurance receivables of $430 million for the 2019 Kincade fire, $527 million for the 2021 Dixie fire, and $90 million for the 2022 Mosquito fire. Recorded liabilities in connection with the 2019 Kincade fire and the 2021 Dixie fire have exceeded potential amounts recoverable under applicable insurance policies.
If the eligible claims for liabilities arising from wildfires were to exceed $1.0 billion in any Wildfire Fund coverage year (“Coverage Year”), the Utility may be eligible to make a claim against the Wildfire Fund under AB 1054 for such excess amount. The Wildfire Fund is available to the Utility to pay eligible claims for liabilities arising from wildfires, provided that the Utility satisfies the conditions to the Utility’s ongoing participation in the Wildfire Fund set forth in AB 1054 and that the Wildfire Fund has sufficient remaining funds. However, the impact of AB 1054 on PG&E Corporation and the Utility is subject to numerous uncertainties, including the Utility’s ability to demonstrate to the CPUC that wildfire-related costs paid from the Wildfire Fund were just and reasonable and therefore not subject to reimbursement, and whether the benefits of participating in the Wildfire Fund ultimately outweigh its substantial costs. Finally, recoveries for the 2019 Kincade fire would be subject to a 40% limitation on the allowed amount of claims arising before emergence from bankruptcy. The Utility has recorded an aggregate Wildfire Fund receivable of $925 million for the 2021 Dixie fire, of which it had received $169 million as of December 31, 2024. See “Wildfire Fund under AB 1054” in Note 14 of the Notes to the Consolidated Financial Statements in Item 8.
The Utility will be permitted to recover its wildfire-related claims in excess of available insurance and legal fees through rates unless the CPUC or the FERC, as applicable, determines that the Utility has not met the applicable prudency standard. The revised prudency standard under AB 1054 has not been interpreted or applied by the CPUC, and it is possible that the CPUC could interpret the standard or a
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Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information responding to Item 7A is set forth under the heading “Risk Management Activities,” in MD&A in Item 7 and in Note 10: Derivatives and Note 11: Fair Value Measurements of the Notes to the Consolidated Financial Statements in Item 8.
Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
PG&E CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in millions, except per share amounts)
| Year ended December 31, | ||||||||||||||||||||
| 2024 | 2023 | 2022 | ||||||||||||||||||
| Operating Revenues | ||||||||||||||||||||
| Electric | $ | 17,811 | $ | 17,424 | $ | 15,060 | ||||||||||||||
| Natural gas | 6,608 | 7,004 | 6,620 | |||||||||||||||||
| Total operating revenues | 24,419 | 24,428 | 21,680 | |||||||||||||||||
| Operating Expenses | ||||||||||||||||||||
| Cost of electricity | 2,261 | 2,443 | 2,756 | |||||||||||||||||
| Cost of natural gas | 1,192 | 1,754 | 2,100 | |||||||||||||||||
| Operating and maintenance | 11,808 | 11,924 | 9,809 | |||||||||||||||||
| SB 901 securitization charges, net | 33 | 1,267 | 608 | |||||||||||||||||
| Wildfire-related claims, net of recoveries | 94 | 64 | 237 | |||||||||||||||||
| Wildfire Fund expense | 383 | 567 | 477 | |||||||||||||||||
| Depreciation, amortization, and decommissioning | 4,189 | 3,738 | 3,856 | |||||||||||||||||
| Total operating expenses | 19,960 | 21,757 | 19,843 | |||||||||||||||||
| Operating Income | 4,459 | 2,671 | 1,837 | |||||||||||||||||
| Interest income | 604 | 606 | 162 | |||||||||||||||||
| Interest expense | (3,051) | (2,850) | (1,917) | |||||||||||||||||
| Other income, net | 300 | 272 | 394 | |||||||||||||||||
| Income Before Income Taxes | 2,312 | 699 | 476 | |||||||||||||||||
| Income tax benefit | (200) | (1,557) | (1,338) | |||||||||||||||||
| Net Income | 2,512 | 2,256 | 1,814 | |||||||||||||||||
| Preferred stock dividend requirement | 37 | 14 | 14 | |||||||||||||||||
| Income Available for Common Shareholders | $ | 2,475 | $ | 2,242 | $ | 1,800 | ||||||||||||||
| Weighted Average Common Shares Outstanding, Basic | 2,141 | 2,064 | 1,987 | |||||||||||||||||
| Weighted Average Common Shares Outstanding, Diluted | 2,147 | 2,138 | 2,132 | |||||||||||||||||
| Net Income Per Common Share, Basic | $ | 1.16 | $ | 1.09 | $ | 0.91 | ||||||||||||||
| Net Income Per Common Share, Diluted | $ | 1.15 | $ | 1.05 | $ | 0.84 | ||||||||||||||
See accompanying Notes to the Consolidated Financial Statements.
PG&E CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in millions)
| Year ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Net Income | $ | 2,512 | $ | 2,256 | $ | 1,814 | |||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||
| Pension and other postretirement benefit plans obligations (net of taxes of $3, $6, and $8, at respective dates) | (7) | (16) | 21 | ||||||||||||||
| Net unrealized gain (losses) on available-for-sale securities (net of taxes of $0, $3, and $3, respectively) | 1 | 8 | (6) | ||||||||||||||
| Total other comprehensive income (loss) | (6) | (8) | 15 | ||||||||||||||
| Comprehensive Income | 2,506 | 2,248 | 1,829 | ||||||||||||||
| Preferred stock dividend requirement of subsidiary | 37 | 14 | 14 | ||||||||||||||
| Comprehensive Income Attributable to Common Shareholders | $ | 2,469 | $ | 2,234 | $ | 1,815 |
See accompanying Notes to the Consolidated Financial Statements.
PG&E CORPORATION
CONSOLIDATED BALANCE SHEETS
(in millions)
| Balance at | |||||||||||||||||||||||
| December 31, 2024 | December 31, 2023 | ||||||||||||||||||||||
| ASSETS | |||||||||||||||||||||||
| Current Assets | |||||||||||||||||||||||
| Cash and cash equivalents | $ | 940 | $ | 635 | |||||||||||||||||||
| Restricted cash and restricted cash equivalents (includes $263 million and $282 million related to VIEs at respective dates) | 273 | 297 | |||||||||||||||||||||
| Accounts receivable | |||||||||||||||||||||||
| Customers (net of allowance for doubtful accounts of $418 million and $445 million at respective dates) (includes $1.9 billion and $1.7 billion related to VIEs, net of allowance for doubtful accounts of $418 million and $445 million at respective dates) | 2,220 | 2,048 | |||||||||||||||||||||
| Accrued unbilled revenue (includes $1.3 billion and $1.1 billion related to VIEs at respective dates) | 1,487 | 1,254 | |||||||||||||||||||||
| Regulatory balancing accounts | 7,227 | 5,660 | |||||||||||||||||||||
| Other (net of allowance for doubtful accounts of $35 million and $35 million at respective dates) | 1,810 | 1,494 | |||||||||||||||||||||
| Regulatory assets | 234 | 300 | |||||||||||||||||||||
| Inventories | |||||||||||||||||||||||
| Gas stored underground and fuel oil | 52 | 65 | |||||||||||||||||||||
| Materials and supplies | 768 | 805 | |||||||||||||||||||||
| Wildfire Fund asset | 301 | 450 | |||||||||||||||||||||
| Wildfire self-insurance asset | 905 | — | |||||||||||||||||||||
| Other | 999 | 1,375 | |||||||||||||||||||||
| Total current assets | 17,216 | 14,383 | |||||||||||||||||||||
| Property, Plant, and Equipment | |||||||||||||||||||||||
| Electric | 86,63 |
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Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCE DISCLOSURE
Not applicable.
Item 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of December 31, 2024, PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures are effective to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management’s Annual Report on Internal Control over Financial Reporting
Management of PG&E Corporation and the Utility have prepared an annual report on internal control over financial reporting. Management’s report, together with the report of the independent registered public accounting firm, appears in Item 8 of this 2024 Form 10-K under the heading “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”
Registered Public Accounting Firm’s Report on Internal Control over Financial Reporting
Deloitte & Touche LLP, an independent registered public accounting firm, has audited PG&E Corporation’s and the Utility’s internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
Changes in Internal Control over Financial Reporting
There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, PG&E Corporation’s or the Utility’s internal control over financial reporting.
Item 9B. OTHER INFORMATION
On November 14, 2024, Kerry W. Cooper, who serves as the Chair of the Board of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 6,800 shares of PG&E Corporation common stock. The trading arrangement will terminate on the earlier of December 16, 2025 or the execution of the sale of all 6,800 shares.
On November 15, 2024, Carla J. Peterman, who serves as the Executive Vice President, Corporate Affairs and Chief Sustainability Officer of PG&E Corporation, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of an indeterminate number of shares of PG&E Corporation common stock. The number of shares that may be sold under this Rule 10b5-1 trading arrangement will vary based on the number of shares that Ms. Peterman receives when her performance share units (“PSUs”) vest. The maximum number of shares to be sold will be reduced by shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement. The trading arrangement will terminate on the earlier of June 27, 2025 or the execution of the sale of all covered shares.
On November 18, 2024, Marlene M. Santos, who serves as the Executive Vice President and Chief Customer and Enterprise Solutions Officer of the Utility, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of an indeterminate number of shares of PG&E Corporation common stock. The number of shares that may be sold under this Rule 10b5-1 trading arrangement will vary based on the number of shares that Ms. Santos receives when her PSUs vest. The maximum number of shares to be sold will be reduced by shares withheld to satisfy tax withholding obligations that arise in connection with the vesting and settlement. The trading arrangement will terminate on the earlier of June 27, 2025 or the execution of the sale of all covered shares.
Certain officers have made elections to participate in, and are participating in, the PG&E Corporation Retirement Savings Plan (the 401(k) plan), which includes a PG&E Corporation Common Stock Fund investment option, and non-qualified deferred compensation plans, which may have a similar option and are described in PG&E Corporation’s and the Utility’s joint proxy statement. Also, certain officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes upon the vesting of restricted stock units or performance share units, or to pay the exercise price and withholding taxes for stock options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).
Item 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
None.
PART III
Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information regarding executive officers of PG&E Corporation and the Utility is set forth under “Information About Our Executive Officers” at the end of Part I of this 2024 Form 10-K.
PG&E Corporation and the Utility have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of their securities by directors, officers, and employees. PG&E Corporation and the Utility have a policy of not issuing or purchasing securities while in possession of material nonpublic information but do not have written procedures for the repurchase of their securities. PG&E Corporation and the Utility believe their insider trading policies and procedures are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and applicable listing standards. A copy of the insider trading policy is filed as Exhibit 19 to this Form 10-K.
Other information required by this Item 10 will be included in the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders under the headings “Election of Directors of PG&E Corporation and Pacific Gas and Electric Company” (under the subheadings “Nominees,” “Committee Responsibilities,” “Committee Membership Requirements,” and “Delinquent Section 16(a) Reports,”) and “User Guide” (under the subheading “2025 Annual Meetings,”) which information is incorporated herein by reference.
Website Availability of Code of Ethics, Corporate Governance and Other Documents
PG&E Corporation and the Utility have adopted the following documents:
-
A Code of Conduct applicable to all officers and employees;
-
A Code of Conduct applicable to directors;
-
A Code of Conduct applicable to suppliers and contractors;
-
Corporate Governance Guidelines (separate guidelines for PG&E Corporation and the Utility); and
-
Charters for committees of the Board, including charters for the Audit Committees, the PG&E Corporation Sustainability and Governance Committee, the PG&E Corporation Finance and Innovation Committee and the PG&E Corporation People and Compensation Committee.
Each of these documents is available on PG&E Corporation’s website at https://www.pgecorp.com/about/corporate-governance.html or https://www.pgecorp.com/about/compliance-and-ethics.html.
Any amendment to or waiver from the Code of Conduct that applies to executive officers or directors will be posted on the website.
Item 11. EXECUTIVE COMPENSATION
Information responding to Item 11, for each of PG&E Corporation and the Utility, will be included under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table - 2024,” “Grants of Plan-Based Awards in 2024,” “Outstanding Equity Awards at Fiscal Year End - 2024,” “Option Exercises and Stock Vested during 2024,” “Pension Benefits - 2024,” “Non-Qualified Deferred Compensation - 2024,” “Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability,” “Compensation of Non-Employee Directors,” and “Principal Executive Officers’ (PEO) Pay Ratio - 2024,” in the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders, which information is incorporated herein by reference.
Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility is set forth under the headings “Share Ownership Information – Security Ownership of Management” and “Share Ownership Information – Principal Shareholders” in the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders, which information is incorporated herein by reference.
Equity Compensation Plan Information
The following table provides information as of December 31, 2024 concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.
| (a) | (b) | (c) | |||||||||||||||||||||||||||
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||||||||||||||||||||||||
| Equity compensation plans approved by shareholders | 22,729,405 | (1) | $ | 41.27 | (2) | 55,900,800 | (3) | ||||||||||||||||||||||
| Equity compensation plans not approved by shareholders | — | — | — | ||||||||||||||||||||||||||
| Total equity compensation plans | 22,729,405 | (1) | $ | 41.27 | (2) | 55,900,800 | (3) | ||||||||||||||||||||||
(1) Includes 161 phantom stock units, 9,541,306 restricted stock units and 12,443,975 performance shares. The weighted average exercise price reported in column (b) does not take these awards into account. For performance shares, amounts reflected in this table assume payout in shares at 200% of target for operational and financial metrics or, for performance shares granted in 2022, amounts reflect the estimated payout percentage of 110% for performance shares using operational and financial metrics, and 200% of target for the total shareholder return metric. The actual number of shares issued can range from zero percent to 200% of target depending on achievement of performance objectives. Restricted stock units and performance shares are generally settled in net shares. Upon vesting, shares with a value equal to required tax withholding will be withheld and, in lieu of issuing the shares, taxes will be paid on behalf of employees. Shares not issued due to share withholding or performance achievement below maximum will be available again for issuance.
(2) This is the weighted average exercise price for the 743,963 options outstanding as of December 31, 2024.
(3) Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, 2024. Stock-based awards granted under these plans include restricted stock units, performance shares, stock options, and phantom stock units. The PG&E Corporation 2014 LTIP, which became effective on May 12, 2014, authorized up to 17 million shares to be issued pursuant to awards granted under the LTIP. In addition, 5.5 million shares related to awards outstanding under the 2006 LTIP at December 31, 2013, or awards granted under the PG&E Corporation 2006 LTIP from January 1, 2014, through May 11, 2014, were cancelled, forfeited, or expired and became available for issuance under the LTIP. A further 30 million shares were authorized for issuance under the PG&E Corporation 2014 LTIP on July 1, 2020, as part of the Plan. Lastly, an additional 44 million shares were authorized for issuance under the PG&E Corporation 2021 LTIP on June 1, 2021.
For more information, see Note 6 of the Notes to the Consolidated Financial Statements in Item 8.
Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information responding to Item 13, for each of PG&E Corporation and the Utility, will be included under the headings “Related Person Transactions,” “Independence,” and “Committee Membership Requirements” in the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders, which information is incorporated herein by reference.
Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information responding to Item 14, for each of PG&E Corporation and the Utility, will be included under the heading “Information Regarding the Independent Auditor for PG&E Corporation and Pacific Gas and Electric Company” in the Joint Proxy Statement relating to the 2025 Annual Meetings of Shareholders, which information is incorporated herein by reference.
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a. The following documents are filed as a part of this report:
1.The following Consolidated Financial Statements, supplemental information and report of independent registered public accounting firm are filed as part of this report in Item 8:
Consolidated Statements of Income for the Years Ended December 31, 2024, 2023, and 2022 for each of PG&E Corporation and Pacific Gas and Electric Company.
Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2024, 2023, and 2022 for each of PG&E Corporation and Pacific Gas and Electric Company.
Consolidated Balance Sheets at December 31, 2024 and 2023 for each of PG&E Corporation and Pacific Gas and Electric Company.
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024, 2023, and 2022 for each of PG&E Corporation and Pacific Gas and Electric Company.
Consolidated Statements of Equity for the Years Ended December 31, 2024, 2023, and 2022 for PG&E Corporation.
Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2024, 2023, and 2022 for Pacific Gas and Electric Company.
Notes to the Consolidated Financial Statements.
Management’s Report on Internal Controls.
Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).
2.The following financial statement schedules are filed as part of this report:
Consolidated Financial Information of PG&E Corporation (“Parent”) as of December 31, 2024 and 2023 and for the Years Ended December 31, 2024, 2023, and 2022.
Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, 2024, 2023, and 2022.
3.Exhibits required by Item 601 of Regulation S-K
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Item 16. FORM 10-K SUMMARY
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, 2024 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.
| PG&E CORPORATION | PACIFIC GAS AND ELECTRIC COMPANY | ||||||||||
| (Registrant) | (Registrant) | ||||||||||
| /s/ PATRICIA K. POPPE | /s/ SUMEET SINGH | ||||||||||
| Patricia K. Poppe | Sumeet Singh | ||||||||||
| By: | Chief Executive Officer | By: | Executive Vice President, Operations and Chief Operating Officer | ||||||||
| Date: | February 12, 2025 | Date: | February 12, 2025 | ||||||||
| /s/ MARLENE M. SANTOS | |||||||||||
| Marlene M. Santos | |||||||||||
| By: | Executive Vice President and Chief Customer and Enterprise Solutions Officer | ||||||||||
| Date: | February 12, 2025 | ||||||||||
| /s/ JASON M. GLICKMAN | |||||||||||
| Jason M. Glickman | |||||||||||
| By: | Executive Vice President, Engineering, Planning, and Strategy | ||||||||||
| Date: | February 12, 2025 | ||||||||||
| Signature | Title | Date | |||||||||||||||
| A. Principal Executive Officers | |||||||||||||||||
| /s/ PATRICIA K. POPPE | Chief Executive Officer | February 12, 2025 | |||||||||||||||
| Patricia K. Poppe | (PG&E Corporation) |
| /s/ SUMEET SINGH | Executive Vice President, Operations and Chief Operating Officer | February 12, 2025 | |||||||||||||||
| Sumeet Singh | (Pacific Gas and Electric Company) |
| /s/ MARLENE M. SANTOS | Executive Vice President and Chief Customer and Enterprise Solutions Officer | February 12, 2025 | |||||||||||||||
| Marlene M. Santos | (Pacific Gas and Electric Company) |
| /s/ JASON M. GLICKMAN | Executive Vice President, Engineering, Planning, and Strategy | February 12, 2025 | |||||||||||||||
| Jason M. Glickman | (Pacific Gas and Electric Company) |
| B. Principal Financial Officers | |||||||||||||||||
| /s/ CAROLYN J. BURKE | Executive Vice President and Chief Financial Officer | February 12, 2025 | |||||||||||||||
| Carolyn J. Burke | (PG&E Corporation) |
| /s/ STEPHANIE N. WILLIAMS | Vice President and Controller (PG&E Corporation) | February 12, 2025 | |||||||||||||||
| Stephanie N. Williams | Vice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company) |
| C. Principal Accounting Officer | |||||||||||||||||
| /s/ STEPHANIE N. WILLIAMS | Vice President and Controller (PG&E Corporation) | February 12, 2025 | |||||||||||||||
| Stephanie N. Williams | Vice President, Chief Financial Officer, and Controller (Pacific Gas and Electric Company) |
| D. Directors (PG&E Corporation and Pacific Gas and Electric Company, unless otherwise noted) | |||||||||||||||||
| * | /s/ RAJAT BAHRI | Director | February 12, 2025 | ||||||||||||||
| Rajat Bahri |
| * | /s/ CHERYL F. CAMPBELL | Director | February 12, 2025 | ||||||||||||||
| Cheryl F. Campbell | Chair of the Board (Pacific Gas and Electric Company) |
| * | /s/ EDWARD G. CANNIZZARO | Director | February 12, 2025 | ||||||||||||||
| Edward G. Cannizzaro |
| * | /s/ KERRY W. COOPER | Director | February 12, 2025 | ||||||||||||||
| Kerry W. Cooper | Chair of the Board (PG&E Corporation) |
| * | /s/ JESSICA L. DENECOUR | Director | February 12, 2025 | ||||||||||||||
| Jessica L. Denecour |
| * | /s/ MARK E. FERGUSON III | Director | February 12, 2025 | ||||||||||||||
| Mark E. Ferguson III |
| * | /s/ W. CRAIG FUGATE | Director | February 12, 2025 | ||||||||||||||
| W. Craig Fugate |
| * | /s/ ARNO L. HARRIS | Director | February 12, 2025 | ||||||||||||||
| Arno L. Harris |
| * | /s/ CARLOS M. HERNANDEZ | Director | February 12, 2025 | ||||||||||||||
| Carlos M. Hernandez |
| * | /s/ MICHAEL R. NIGGLI | Director | February 12, 2025 | ||||||||||||||
| Michael R. Niggli |
| * | /s/ PATRICIA K. POPPE | Director | February 12, 2025 | ||||||||||||||
| Patricia K. Poppe |
| * | /s/ WILLIAM L. SMITH | Director | February 12, 2025 | ||||||||||||||
| William L. Smith |
| * | /s/ BENJAMIN F. WILSON | Director | February 12, 2025 | ||||||||||||||
| Benjamin F. Wilson |
| * | /s/ SUMEET SINGH | Director (Pacific Gas and Electric Company) | February 12, 2025 | ||||||||||||||
| Sumeet Singh |
| *By: | /s/ JOHN R. SIMON | February 12, 2025 | |||||||||||||||
| 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
| Years Ended December 31, | |||||||||||||||||
| (in millions, except per share amounts) | 2024 | 2023 | 2022 | ||||||||||||||
| Administrative service revenue | $ | 146 | $ | 154 | $ | 109 | |||||||||||
| Operating expenses | (167) | (165) | (193) | ||||||||||||||
| Interest income | 15 | 13 | 3 | ||||||||||||||
| Interest expense | (270) | (365) | (261) | ||||||||||||||
| Other income (expense) | (17) | (21) | (201) | ||||||||||||||
| Equity in earnings of subsidiaries | 2,697 | 2,530 | 2,154 | ||||||||||||||
| Income Before Income Taxes | 2,404 | 2,146 | 1,611 | ||||||||||||||
| Income tax benefit | (94) | (96) | (132) | ||||||||||||||
| Net Income | $ | 2,498 | $ | 2,242 | $ | 1,743 | |||||||||||
| Preferred stock dividend requirement | 23 | — | — | ||||||||||||||
| Income Available for Common Shareholders | $ | 2,475 | $ | 2,242 | $ | 1,743 | |||||||||||
| Other Comprehensive Income (Loss) | |||||||||||||||||
| Pension and other postretirement benefit plans obligations (net of taxes of $3, $6, and $8, at respective dates) | (7) | (16) | 21 | ||||||||||||||
| Net unrealized gain on available-for-sale securities (net of taxes of $0, $0, and $0, respectively) | 1 | — | — | ||||||||||||||
| Total other comprehensive income (loss) | (6) | (16) | 21 | ||||||||||||||
| Comprehensive Income | $ | 2,469 | $ | 2,226 | $ | 1,764 | |||||||||||
| Weighted Average Common Shares Outstanding, Basic | 2,141 | 2,064 | 2,235 | ||||||||||||||
| Weighted Average Common Shares Outstanding, Diluted | 2,147 | 2,138 | 2,380 | ||||||||||||||
| Net Earnings Per Common Share, Basic | $ | 1.16 | $ | 1.09 | $ | 0.78 | |||||||||||
| Net Earnings Per Common Share, Diluted | $ | 1.15 | $ | 1.05 | $ | 0.73 |
PG&E CORPORATION
SCHEDULE I — CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)
CONSOLIDATED BALANCE SHEETS
| Balance at December 31, | |||||||||||
| (in millions) | 2024 | 2023 | |||||||||
| ASSETS | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 235 | $ | 192 | |||||||
| Restricted cash and restricted cash equivalents | 1 | 3 | |||||||||
| Advances to affiliates | 13 | 24 | |||||||||
| Income taxes receivable | 2 | 2 | |||||||||
| Other current assets | — | 1 | |||||||||
| Total current assets | 251 | 222 | |||||||||
| Other Noncurrent Assets | |||||||||||
| Investments in subsidiaries | 42,829 | 36,804 | |||||||||
| Other investments | 175 | 167 | |||||||||
| Deferred income taxes | 633 | 539 | |||||||||
| Total other noncurrent assets | 43,637 | 37,510 | |||||||||
| TOTAL ASSETS | $ | 43,888 | $ | 37,732 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current Liabilities | |||||||||||
| Accounts payable – other | 36 | 58 | |||||||||
| Income taxes payable | 1 | 1 | |||||||||
| Other current liabilities | 420 | 363 | |||||||||
| Total current liabilities | 457 | 422 | |||||||||
| Noncurrent Liabilities | |||||||||||
| Long-term debt | 5,612 | 4,599 | |||||||||
| Other noncurrent liabilities | 141 | 141 | |||||||||
| Total noncurrent liabilities | 5,753 | 4,740 | |||||||||
| Shareholders’ Equity | |||||||||||
| Mandatory convertible preferred stock | 1,579 | — | |||||||||
| Common stock | 39,086 | 37,906 | |||||||||
| Reinvested earnings | (2,966) | (5,322) | |||||||||
| Accumulated other comprehensive loss | (21) | (14) | |||||||||
| Total shareholders’ equity | 37,678 | 32,570 | |||||||||
| TOTAL LIABILITIES AND EQUITY | $ | 43,888 | $ | 37,732 |
PG&E CORPORATION
SCHEDULE I – CONSOLIDATED FINANCIAL INFORMATION OF PG&E CORPORATION (“PARENT”) – (Continued)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in millions)
| Year ended December 31, | |||||||||||||||||
| 2024 | 2023 | 2022 | |||||||||||||||
| Cash Flows from Operating Activities: | |||||||||||||||||
| Net income | $ | 2,498 | $ | 2,242 | $ | 1,743 | |||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||||||||
| Stock-based compensation amortization | 53 | 4 | 95 | ||||||||||||||
| Equity in earnings of subsidiaries | (2,699) | (2,530) | (2,160) | ||||||||||||||
| Deferred income taxes and tax credits, net | (94) | (116) | (126) | ||||||||||||||
| Current income taxes payable | — | 9 | — | ||||||||||||||
| Other | 9 | 40 | 339 | ||||||||||||||
| Net cash used in operating activities | (233) | (351) | (109) | ||||||||||||||
| Cash Flows From Investing Activities: | |||||||||||||||||
| Investment in subsidiaries | (5,360) | (1,290) | (994) | ||||||||||||||
| Dividends received from subsidiaries (1) | 2,025 | 1,775 | 1,275 | ||||||||||||||
| Net cash provided by (used in) investing activities | (3,335) | 485 | 281 | ||||||||||||||
| Cash Flows From Financing Activities: | |||||||||||||||||
| Repayments under term loan credit facilities | (500) | (2,181) | — | ||||||||||||||
| Proceeds from issuance of convertible notes, net of discount and issuance costs of $0, $27, and $0 at respective dates | — | 2,123 | — | ||||||||||||||
| Repayment of long-term debt | — | — | (28) | ||||||||||||||
| Repayments of intercompany note from the Utility | — | — | (145) | ||||||||||||||
| Proceeds from issuance of long-term debt, net of premium and issuance costs of $4, $0, and $0 at respective dates | 1,496 | — | — | ||||||||||||||
| Common stock issued | 1,128 | — | — | ||||||||||||||
| Mandatory convertible preferred stock issued | 1,579 | — | — | ||||||||||||||
| Common stock dividend paid | (86) | — | — | ||||||||||||||
| Other | (8) | (6) | — | ||||||||||||||
| Net cash provided by (used in) financing activities | 3,609 | (64) | (173) | ||||||||||||||
| Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents | 41 | 70 | (1) | ||||||||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1 | 195 | 125 | 126 | ||||||||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents at December 31 | $ | 236 | $ | 195 | $ | 125 | |||||||||||
| Less: Restricted cash and restricted cash equivalents | (1) | (3) | — | ||||||||||||||
| Cash and cash equivalents at December 31 | $ | 235 | $ | 192 | $ | 125 | |||||||||||
| Supplemental disclosures of cash flow information | |||||||||||||||||
| Cash paid for: | |||||||||||||||||
| Interest, net of amounts capitalized | $ | (215) | $ | (309) | $ | (233) | |||||||||||
| Supplemental disclosures of noncash investing and financing activities | |||||||||||||||||
| Changes to PG&E Corporation common stock and treasury stock in connection with the share exchange with the Fire Victim Trust | $ | — | $ | (2,517) | $ | (2,337) | |||||||||||
| Common stock dividends declared but not yet paid | 55 | 21 | — | ||||||||||||||
| Mandatory convertible preferred stock dividends declared but not yet paid | 23 | — | — | ||||||||||||||
(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, 2024, 2023, and 2022
| (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: | ||||||||||||||||||||||||||||||||
| 2024: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 445 | $ | 312 | $ | — | $ | 339 | $ | 418 | ||||||||||||||||||||||
| 2023: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 166 | $ | 624 | $ | — | $ | 345 | $ | 445 | ||||||||||||||||||||||
| 2022: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 171 | $ | 146 | $ | — | $ | 151 | $ | 166 |
(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, 2024, 2023, and 2022
| (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: | ||||||||||||||||||||||||||||||||
| 2024: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 445 | $ | 312 | $ | — | $ | 339 | $ | 418 | ||||||||||||||||||||||
| 2023: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 166 | $ | 624 | $ | — | $ | 345 | $ | 445 | ||||||||||||||||||||||
| 2022: | ||||||||||||||||||||||||||||||||
| Allowance for uncollectible accounts (1) | $ | 171 | $ | 146 | $ | — | $ | 151 | $ | 166 |
(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.

