PG&E (PCG) 10-K risk factor changes: FY2024 vs FY2023

MD&A and the Consolidated Financial Statements and related notes in Part II, Item 8, [removed: “Financial] [added: Financial] Statements and Supplementary [removed: Data”] [added: Data] of this [removed: 2023] [added: 2024] Form 10-K.

- [The extent to which the Wildfire Fund and revised recoverability standard under AB 1054 effectively mitigate the risk of liability for damages arising from catastrophic [removed: wildfires;](#i32e2d2ccf1d242e3b017b10015d2547a_73)][added: wildfires;](#ic60d0ca8e16f419a9afc7a3747b2d67f_73)]

- [The 2019 Kincade [removed: fire, the 2020 Zogg fire, the] [added: fire,](#ic60d0ca8e16f419a9afc7a3747b2d67f_76) [the] 2021 Dixie fire, the 2022 Mosquito fire, or future [removed: wildfires;](#i32e2d2ccf1d242e3b017b10015d2547a_76)][added: wildfires;](#ic60d0ca8e16f419a9afc7a3747b2d67f_76)]

- [Recovery of excess costs in connection with wildfires; [removed: and](#i32e2d2ccf1d242e3b017b10015d2547a_79)][added: and](#ic60d0ca8e16f419a9afc7a3747b2d67f_79)]

- [Implementation of wildfire mitigation [removed: initiatives.](#i32e2d2ccf1d242e3b017b10015d2547a_82)][added: initiatives.](#ic60d0ca8e16f419a9afc7a3747b2d67f_82)]

- [The hazardous nature of the Utility’s electricity and natural gas [removed: operations;](#i32e2d2ccf1d242e3b017b10015d2547a_88)][added: operations;](#ic60d0ca8e16f419a9afc7a3747b2d67f_88)]

- [Changes in the electric power [removed: and](#i32e2d2ccf1d242e3b017b10015d2547a_91) [nat](#i32e2d2ccf1d242e3b017b10015d2547a_91)[ural](#i32e2d2ccf1d242e3b017b10015d2547a_91) [gas industries;](#i32e2d2ccf1d242e3b017b10015d2547a_91)][added: and natural gas industries;](#ic60d0ca8e16f419a9afc7a3747b2d67f_91)]

- [A cyber incident, cybersecurity [removed: breach](#i32e2d2ccf1d242e3b017b10015d2547a_94)[,](#i32e2d2ccf1d242e3b017b10015d2547a_94) [or] [added: breach, or] physical [removed: attack;](#i32e2d2ccf1d242e3b017b10015d2547a_94)][added: attack;](#ic60d0ca8e16f419a9afc7a3747b2d67f_94)]

- [The operation and decommissioning of the Utility’s nuclear generation facilities; [removed: and](#i32e2d2ccf1d242e3b017b10015d2547a_97)][added: and](#ic60d0ca8e16f419a9afc7a3747b2d67f_97)]

- [Attracting and retaining specialty [removed: personnel.](#i32e2d2ccf1d242e3b017b10015d2547a_100)][added: personnel.](#ic60d0ca8e16f419a9afc7a3747b2d67f_100)]

- [Severe [removed: weather](#i32e2d2ccf1d242e3b017b10015d2547a_106) [events](#i32e2d2ccf1d242e3b017b10015d2547a_106)[,] [added: weather events,] extended [removed: drought and] [added: drought](#ic60d0ca8e16f419a9afc7a3747b2d67f_106)[,](#ic60d0ca8e16f419a9afc7a3747b2d67f_106) [and] climate change and events resulting from these conditions (including wildfires); [removed: and](#i32e2d2ccf1d242e3b017b10015d2547a_106)][added: and](#ic60d0ca8e16f419a9afc7a3747b2d67f_106)]

- [Extensive environmental [removed: laws.](#i32e2d2ccf1d242e3b017b10015d2547a_109)][added: laws.](#ic60d0ca8e16f419a9afc7a3747b2d67f_109)]

- [The Enhanced Oversight and Enforcement [removed: Process;](#i32e2d2ccf1d242e3b017b10015d2547a_115)][added: Process;](#ic60d0ca8e16f419a9afc7a3747b2d67f_115)]

- [Legislative and regulatory [removed: developments;](#i32e2d2ccf1d242e3b017b10015d2547a_118)][added: developments;](#ic60d0ca8e16f419a9afc7a3747b2d67f_118)]

- [Outcomes of enforcement proceedings in connection with extensive regulations to which the Utility is [removed: subject;](#i32e2d2ccf1d242e3b017b10015d2547a_121)][added: subject;](#ic60d0ca8e16f419a9afc7a3747b2d67f_121)]

- [Outcomes of regulatory and ratemaking proceedings and the Utility’s ability to manage its [removed: cost](#i32e2d2ccf1d242e3b017b10015d2547a_124)[s; and](#i32e2d2ccf1d242e3b017b10015d2547a_124)][added: costs; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_124)]

- [PG&E Corporation’s and the Utility’s substantial [removed: indebtedness;](#i32e2d2ccf1d242e3b017b10015d2547a_133)][added: indebtedness;](#ic60d0ca8e16f419a9afc7a3747b2d67f_133)]

- [Restrictions in indebtedness [removed: documents;](#i32e2d2ccf1d242e3b017b10015d2547a_136)][added: documents;](#ic60d0ca8e16f419a9afc7a3747b2d67f_136)]

- [Potential additional dilution to holders of PG&E Corporation common [removed: stock;](#i32e2d2ccf1d242e3b017b10015d2547a_142)][added: stock;](#ic60d0ca8e16f419a9afc7a3747b2d67f_139)]

- [Ownership and transfer restrictions associated with PG&E Corporation [removed: common stock;](#i32e2d2ccf1d242e3b017b10015d2547a_148)][added: capital stock;](#ic60d0ca8e16f419a9afc7a3747b2d67f_142)]

- [The inability of PG&E Corporation to use some or all of its net operating loss carryforwards and other tax attributes to offset future [removed: income;](#i32e2d2ccf1d242e3b017b10015d2547a_154)][added: income;](#ic60d0ca8e16f419a9afc7a3747b2d67f_148)]

- [PG&E Corporation’s reliance on dividends, [removed: distributions] [added: distributions,] and other payments from the [removed: Utility;](#i32e2d2ccf1d242e3b017b10015d2547a_160)][added: Utility;](#ic60d0ca8e16f419a9afc7a3747b2d67f_151)]

- [removed: [T](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[h](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[e Utility](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[’](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[s] [added: [The Utility’s] ability to manage its costs [removed: effectively; and](#i32e2d2ccf1d242e3b017b10015d2547a_4045)][added: effectively;](#ic60d0ca8e16f419a9afc7a3747b2d67f_157)]

- [removed: [Inflation](#i32e2d2ccf1d242e3b017b10015d2547a_172) [and] [added: [Inflation and] supply [removed: chain](#i32e2d2ccf1d242e3b017b10015d2547a_172) [issues](#i32e2d2ccf1d242e3b017b10015d2547a_172)[.](#i32e2d2ccf1d242e3b017b10015d2547a_172)][added: chain issues.](#ic60d0ca8e16f419a9afc7a3747b2d67f_163)]

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 [removed: a] [added: all aspects of the] reformed prudent manager standard.

Such funds could be depleted more quickly than [removed: expected,] [added: 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.

If the Utility is unable to maintain [removed: an AB 1054] [added: a] safety certification or if the Wildfire Fund is exhausted, the [removed: inability to access] [added: 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.

In addition, there could [removed: also] be a significant delay between the occurrence of a wildfire and [removed: the timing on which] [added: 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 [removed: these] [added: the] substantial [removed: costs.][added: costs of the Utility’s contributions to the Wildfire Fund.]

PG&E [removed: Corporation] [added: Corporation’s] and the [removed: Utility could be liable as a result of] [added: Utility’s liabilities for] the 2019 Kincade fire, the [removed: 2020 Zogg fire, the] 2021 Dixie fire, [added: or] the 2022 Mosquito [removed: fire,] [added: fire could exceed their accruals,] or [added: they could be liable as a result of] future wildfires.

Based on the facts and circumstances available as of the date of this report, PG&E Corporation and the Utility have determined that it is probable they will incur losses in connection with the 2019 Kincade fire, the [removed: 2020 Zogg fire, the] 2021 Dixie fire, and the 2022 Mosquito fire.

PG&E Corporation and the Utility have been the subject of investigations, regulatory enforcement actions, [removed: or] [added: and] criminal proceedings in connection with wildfires and could be the subject of additional investigations, regulatory enforcement actions, or criminal proceedings in connection with the 2019 Kincade fire, the [removed: 2020 Zogg fire, the] 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires.

The Utility continues to dispute the applicability of inverse condemnation to the Utility, but the Utility may not be successful in challenging the applicability of inverse condemnation in [removed: the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or other] litigation against PG&E Corporation or the Utility.

[removed: The] [added: Once an ignition has occurred, the Utility is unable to control the] extent of [removed: damages for a wildfire is] [added: damages, which] primarily determined by environmental conditions (including weather and vegetation conditions), third-party suppression efforts, and the location of the wildfire.

In addition, wildfires have had and could continue to have (as a result of any future wildfires) adverse consequences on the Utility’s proceedings with the CPUC and the FERC, and future regulatory proceedings, including future applications with the OEIS for the [added: annual] safety [removed: certification required by AB 1054.][added: certification.]

PG&E Corporation and the Utility may also suffer additional reputational harm and face an even more challenging operating, political, and regulatory environment as a result of the 2019 Kincade fire, the [removed: 2020 Zogg fire, the] 2021 Dixie fire, the 2022 Mosquito fire, or any future wildfires.

For more information about the 2019 Kincade fire, the [removed: 2020 Zogg fire, the] 2021 Dixie fire, and the 2022 Mosquito fire, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

The Utility may be unable to recover all or a significant portion of its costs in excess of insurance coverage in connection with [removed: wildfires,] [added: wildfires] through [removed: rates, or from the Wildfire Fund in a timely manner.][added: rates.]

[removed: The] [added: PG&E Corporation and the] Utility could [added: also] incur substantial costs in excess of insurance coverage [removed: or amounts potentially available under the Wildfire Fund under AB 1054] in [removed: the future in] connection with the [removed: 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, and the] 2022 Mosquito fire.

The inability to recover all or a significant portion of costs in excess of insurance through rates [removed: or by collecting such rates in a timely manner] could have a material effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

- [Attempts to acquire the Utility's assets and customers through municipalization or bypass.](#ic60d0ca8e16f419a9afc7a3747b2d67f_127)

- [Increased customer rates; and](#ic60d0ca8e16f419a9afc7a3747b2d67f_160)

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.

PG&E Corporation’s and the Utility’s accrued losses for the 2019 Kincade fire and the 2021 Dixie fire of $1.225 billion and $1.925 billion exceed the amounts of available liability insurance coverage of $430 million and $527 million, respectively.

As of December 31, 2024, the Utility has recorded probable recoveries of $602 million and $60 million for the 2021 Dixie fire and 2022 Mosquito fire, respectively, through FERC TO rates or as costs recorded to the WEMA.

The Utility would not be allowed to recover these costs in excess of insurance to the extent that the CPUC or the FERC determines that they were incurred imprudently.

The Utility has less control over contractors than its employees but may retain liability for the quality and completion of the contractor’s work.

In that case, gas assets with substantial investment value could become stranded, resulting in accelerated depreciation or impairment of assets.

The Utility could also be required to incur significant decommissioning costs, which may require additional funding.

Additionally, artificial intelligence, including generative artificial intelligence, may be used to facilitate or perpetrate these cybersecurity threats, and PG&E Corporation’s and the Utility’s use of generative artificial intelligence (and use by their vendors and agents) may subject them to data privacy, legal, and security risks.

New legislation, regulations, orders, or their interpretation could increase the Utility’s costs to operate DCPP or lead to the Utility ceasing operations at DCPP.

Operations at the Utility’s two nuclear generation units at DCPP could cease before their planned retirement dates in 2029 and 2030.

In addition, climate hazards have damaged and could again damage the Utility’s facilities.

The State of California has enacted privacy laws in recent years, and final regulations under the California Privacy Rights Act are under development.

*Tax*

The Inflation Reduction Act includes a 15% corporate alternative minimum tax on the adjusted financial statement income (“AFSI”) of corporations with average AFSI exceeding $1.0 billion over a three-year period, effective January 1, 2023.

If the law or its interpretation is not changed to permit PG&E Corporation to deduct repairs and maintenance expense, it will incur federal cash liabilities beginning in 2027, the amount of which may become substantial in future years.

See Legislative and Regulatory Initiatives in Item 8.

PG&E Corporation and the Utility could be subject to additional investigations, regulatory proceedings, or other enforcement actions.

OEIS has required and may in the future require the Utility to perform work for which the CPUC has not yet authorized recovery.

In addition, the Utility’s DOE Loan Guarantee Agreement contains similar covenants as well as certain affirmative and negative covenants, events of default, and prepayment events which are incremental to those contained in the Utility’s credit agreements and indentures.

Failure to comply with these covenants could result in an event of default, which, if not cured or waived, could accelerate PG&E Corporation’s or the Utility’s repayment obligations and could result in a default, acceleration or other consequences under other agreements.

For example, a default on indebtedness in a principal amount in excess of $200 million could result in a cross-default or cross-acceleration.

See “Liquidity and Financial Resources” in Item 7.

The CPUC also regulates the Utility’s capital structure.

Dividend payments on PG&E Corporation’s capital stock are also subject to the discretion of PG&E Corporation’s Board of Directors.

See Note 6 of the Notes to the Consolidated Financial Statements included in Item 1.

Other factors that could increase customer rates include increases in the Utility’s pass-through commodity costs, cost shifts resulting from self-generation of electricity by customers, decreased gas system load, technological developments, changes in federal or state subsidies, a decrease in the volume of sales, or load growth that is slower than PG&E Corporation and the Utility forecast.

High rates could also lead to a decline in the number of customers, which could further increase rates.

- [Municipalization](#i32e2d2ccf1d242e3b017b10015d2547a_127)[.](#i32e2d2ccf1d242e3b017b10015d2547a_127)

- [Restrictions on shareholders’ ability to change the direction or management of PG&E Corporation;](#i32e2d2ccf1d242e3b017b10015d2547a_163)

- [Increased customer rates;](#i32e2d2ccf1d242e3b017b10015d2547a_169)

The costs of participating in the Wildfire Fund are expected to exceed $6.7 billion over the ten-year contribution period for the fund.

The timing and amount of any potential charges associated with the Utility’s contributions would also depend on various factors.

Once an ignition has occurred, the Utility is unable to control the extent of damages.

The Utility may not be allowed to recover costs in excess of insurance or amounts potentially available under the Wildfire Fund under AB 1054 in the future either through FERC TO rates or as costs recorded to the WEMA, even if a court decision were to determine that the Utility is liable as a result of the application of the doctrine of inverse condemnation.

PG&E Corporation and the Utility cannot predict the timing and outcome of the various proceedings and litigation in connection with its wildfire mitigation initiatives.

PG&E Corporation and the Utility could be subject to additional investigations, regulatory proceedings, or other enforcement actions as well as to additional litigation and claims by customers as a result of the Utility’s implementation of its wildfire mitigation initiatives, which could result in fines, penalties, customer rebates, other payments, or the Utility’s failure to obtain cost recovery for amounts expended on these initiatives.

In addition, the PSPS and EPSS programs have had an adverse impact on PG&E Corporation’s and the Utility’s reputation with customers, regulators and policymakers and future PSPS events and EPSS outages may increase these negative perceptions.

For more information, see “Regulatory Matters” in Item 7.

A substantial reduction in natural gas as an energy source in California without adequate and appropriate recovery of investments could result in impairment of the Utility’s natural gas infrastructure assets if they were not permitted to be repurposed for alternative fuels, were required to be depreciated on an accelerated basis, or were to become stranded.

The Utility continues to face public concern about the safety of nuclear generation and nuclear fuel.

Even if an action in opposition ultimately fails, regulatory proceedings may take longer to conclude and be more costly to complete.

It is also possible that public pressure could grow leading to adverse changes in legislation, regulations, orders, or their interpretation.

As a result, operations at the Utility’s two nuclear generation units at Diablo Canyon could cease before their respective current licenses expire in 2024 and 2025 or prior to the expiration of any renewed license and extended operations period.

In addition, in order to retain highly skilled personnel necessary to safely operate Diablo Canyon during the remaining years of operations, the Utility will incur costs in connection with (i) an employee retention program to ensure adequate staffing levels at Diablo Canyon, and (ii) an employee retraining and development program, to facilitate redeployment of a portion of Diablo Canyon personnel to the decommissioning project and elsewhere in the Utility.

The Utility may not be successful in retaining highly skilled personnel under its employee programs.

The Utility is pursuing the extension of operations at Diablo Canyon through no later than 2030.

If Diablo Canyon enters extended operations, the Utility will face operational challenges resulting from a shortened planning period.

For instance, the Utility may be unable to procure an adequate supply of nuclear fuel.

For more information, see “Extension of Diablo Canyon Operations” under “Other Regulatory Proceedings” in Item 7.

If the Utility were unable to recover these costs, PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected.

The Utility may incur a material charge if it ceases operations at Diablo Canyon’s two nuclear generation units before their respective current licenses expire in 2024 and 2025.

As of December 31, 2023, the Utility’s unrecovered investment in Diablo Canyon was $595 million.

In addition, climate hazards such as heatwaves, windstorms, and flooding caused by rising sea levels and extreme storms could damage the Utility’s facilities, including gas, generation, and electric transmission and distribution assets.

In June 2018, the State of California enacted the California Consumer Privacy Act of 2018 (the “CCPA”), which went into effect on January 1, 2020, with a 12-month look-back period requiring compliance by January 1, 2019.

The CCPA requires companies that process information on California residents to make new disclosures to consumers about their data collection, use and sharing practices, allows consumers to opt out of certain data sharing with third parties and provides a new cause of action for data breaches.

The CCPA provides for financial penalties in the event of non-compliance and statutory damages in the event of a data security breach.

On November 3, 2020, Californians voted to approve Proposition 24, a ballot measure that created the California Privacy Rights Act (the “CPRA”), which amended and expanded the CCPA.

The State of California enacted the CPRA in November 2020, with most provisions operative as of January 1, 2023 and applicable to personal information collected beginning January 1, 2022.

Final CPRA regulations are in development.

Failure to comply with SB 100 could result in fines imposed on PG&E Corporation and the Utility that could be material.

offset future income.

California law and certain provisions in the Amended Articles and the amended and restated bylaws of PG&E Corporation (the “Amended Bylaws”) may prevent efforts by shareholders to change the direction or management of PG&E Corporation.

The Amended Articles and the Amended Bylaws contain provisions that may make the acquisition of PG&E Corporation more difficult without the approval of the Board of Directors, including the following:

- until 2024, the Board of Directors will be divided into two equal classes, with members of each class elected in different years for different terms;

- only holders of shares who are entitled to cast ten percent or more of the votes can request a special meeting of the shareholders, and any such request must satisfy the requirements specified in the Amended Bylaws; action by shareholders may otherwise only be taken at an annual or special meeting duly called by or at the direction of a majority of the Board of Directors, or action by written consent signed by shareholders owning at least the number of votes necessary to authorize the action at a meeting where all shares entitled to vote were present;

- advance notice for all shareholder proposals is required; and

- any person acquiring PG&E Corporation Equity Securities will be restricted from owning 4.75% or more of such Equity Securities (as determined for federal income tax purposes (see “Tax Matters” in Item 7.

- *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, [added: self-insurance,] the Wildfire Fund, and regulatory recovery.

The Utility’s wildfire mitigation initiatives include EPSS, PSPS, vegetation management, asset inspections, and system [removed: hardening.][added: hardening (such as undergrounding).]

These initiatives have significantly reduced the number of CPUC-reportable ignitions and the number of acres [removed: burned.][added: burned from utility-related ignitions.]

The Utility could face fines, penalties, enforcement action, or other adverse legal or regulatory consequences for [removed: late inspections or other] noncompliance related to wildfire mitigation efforts.

Once an ignition has occurred, the Utility [removed: is] [added: 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.

As of December 31, [removed: 2023,] [added: 2024,] PG&E Corporation and the Utility had recorded aggregate liabilities of [removed: $1.125] [added: $1.225] billion, [removed: $400 million, $1.6] [added: $1.925] billion, and $100 million for claims in connection with the 2019 Kincade fire, the [removed: 2020 Zogg 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 [removed: losses, unless expressly noted otherwise, but do not include all categories of potential damages and] losses.

PG&E Corporation and the Utility may be able to mitigate the financial impact of future wildfires in excess of insurance coverage [added: or self-insurance] through the Wildfire Fund, or cost recovery through rates.

Recorded liabilities in connection with the 2019 Kincade fire and the 2021 Dixie fire have [removed: already] exceeded potential amounts recoverable under applicable insurance policies.

As of December 31, [removed: 2023,] [added: 2024,] the Utility has recorded insurance receivables of $430 million for the 2019 Kincade fire, [removed: $374 million for the 2020 Zogg fire, $526] [added: $527] million for the 2021 Dixie fire, and [removed: $63] [added: $90] million for the 2022 Mosquito fire.

[removed: As of December 31, 2023, the] [added: The] Utility has recorded [removed: a] [added: an aggregate] Wildfire Fund receivable of [removed: $600] [added: $925] million for the 2021 Dixie [removed: fire.][added: fire, of which it had received $169 million as of December 31, 2024.]

The Utility will be permitted to recover its wildfire-related claims in excess of [added: 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.

As of December 31, [removed: 2023,] [added: 2024,] the Utility has recorded receivables for regulatory recovery of [removed: $561] [added: $602] million for the 2021 Dixie fire and $60 million for the 2022 Mosquito fire.

Other proceedings that could impact the Utility’s business profile and financial results include actions by municipalities and other public entities to acquire the electric assets of the Utility within their respective [removed: jurisdictions, and the Utility’s application to transfer its non-nuclear generation assets to Pacific Generation and potentially sell a minority interest in Pacific Generation.][added: jurisdictions.]

[removed: Risk Factors,] [added: See] Notes 3 and 15 of the Notes to the Consolidated Financial Statements in Item 8, and “Regulatory Matters” below.

The Utility has set a [added: long-term] goal to increase its capital investments to meet safety and climate goals, while also achieving operating cost savings.

Risk Factors and [removed: see] “Forward-Looking Statements” above for a list of some of the factors that may cause actual results to differ materially.

PG&E Corporation had a U.S. federal net operating loss carryforward of approximately [removed: $32.9] [added: $33.7] billion and a California net operating loss carryforward of approximately [removed: $32.6] [added: $34.9] billion as of December 31, [removed: 2023.][added: 2024.]

In general, an ownership change occurs if the aggregate [added: value of] stock ownership of certain shareholders (generally five percent shareholders, applying certain look-through and aggregation rules) increases by more than 50% over such shareholders’ lowest percentage ownership during the testing period (generally three years).

[removed: PG&E Corporation’s and the Utility’s Amended Articles limit Transfers (as defined in the Amended Articles) that increase a person’s] [added: These restrictions prevent any person] or [removed: entity’s] [added: entity] (including certain groups of persons) [removed: ownership of PG&E Corporation’s equity securities to] [added: from acquiring or accumulating] 4.75% or more [added: of the combined value of PG&E Corporation’s stock, including common stock and mandatory convertible preferred stock] prior to the Restriction Release Date (as defined in the Amended Articles) without approval by the Board of Directors of PG&E [removed: Corporation (the “Ownership Restrictions”).][added: Corporation.]

[removed: As such,] [added: For example,] based on the [removed: total number] [added: closing prices] of [removed: outstanding equity securities] [added: PG&E Corporation’s common stock and preferred stock as of February 5, 2025,] a person’s effective Percentage Stock Ownership limitation for purposes of the Amended Articles [added: as of February 5, 2025] was [removed: 3.88%] [added: 3.92%] of the [added: combined value of PG&E Corporation’s] outstanding [removed: shares.][added: common and preferred stock.]

The following discussion presents PG&E Corporation’s and the Utility’s operating results for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

[removed: See “Results of Operations” in Item 7 of the 2022 Form 10-K for] [added: The] discussion [removed: of] [added: related to the] results of operations [added: and liquidity] for [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022 is incorporated by reference to Part II, Item 7.]

The following table provides a summary of [removed: net] income (loss) [removed: available for] [added: attributable to] common shareholders:

| (in millions) | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Consolidated Total | | | $ | [removed: 2,242] [added: 2,475] | | | | | $ | [removed: 1,800] [added: 2,242] | |

| PG&E Corporation | | | [removed: (288)] [added: (223)] | | | | | | [removed: (412)] [added: (288)] | | |

| Utility | | | [removed: 2,530] [added: 2,698] | | | | | | [removed: 2,212] [added: 2,530] | | |

PG&E Corporation’s net loss primarily consists of [removed: income taxes and] interest expense on long-term debt.

The table below shows the Utility’s Consolidated Statements of Income for [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Electric operating revenues | | | $ | [removed: 17,424] [added: 17,811] | | | | | $ | [removed: 15,060] [added: 17,424] | |

| Natural gas operating revenues | | | [removed: 7,004] [added: 6,608] | | | | | | [removed: 6,620] [added: 7,004] | | |

| Total operating revenues | | | [removed: 24,428] [added: 24,419] | | | | | | [removed: 21,680] [added: 24,428] | | |

| Cost of electricity | | | [removed: 2,443] [added: 2,261] | | | | | | [removed: 2,756] [added: 2,443] | | |

| Cost of natural gas | | | [removed: 1,754] [added: 1,192] | | | | | | [removed: 2,100] [added: 1,754] | | |

| Operating and maintenance | | | [removed: 11,913] [added: 11,787] | | | | | | [removed: 9,725] [added: 11,913] | | |

| SB 901 securitization charges, net | | | [removed: 1,267] [added: 33] | | | | | | [removed: 608] [added: 1,267] | | |

| Wildfire-related claims, net of [removed: insurance] recoveries | | | [removed: 64] [added: 94] | | | | | | [removed: 237] [added: 64] | | |

| Wildfire Fund expense | | | [removed: 567] [added: 383] | | | | | | [removed: 477] [added: 567] | | |

| Depreciation, amortization, and decommissioning | | | [removed: 3,738] [added: 4,189] | | | | | | [removed: 3,856] [added: 3,738] | | |

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.

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.

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.

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.

PG&E Corporation’s and the Utility’s Amended and Restated Articles of Incorporation, 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 (the “Amended Articles”) contain restrictions on the direct or indirect acquisition or accumulation of PG&E Corporation’s stock.

Accordingly, although PG&E Corporation had 2,671,320,389 common shares outstanding as of February 5, 2025, only 2,193,576,799 common shares (the number of outstanding shares of common stock less the number of shares held directly by the Utility) count as outstanding for purposes of the ownership restrictions in the Amended Articles with the result that the ownership limitation based on the unadjusted outstanding stock of PG&E Corporation is lower than 4.75% and can vary based on the relative value of the common stock and mandatory convertible preferred stock on any particular date.

The computation of the Percentage Stock Ownership is complex, and persons considering purchasing PG&E Corporation’s stock should consult their own tax advisors regarding the application of the ownership restrictions to their particular situation.

- a decrease of approximately $345 million in revenues to recover insurance costs related to the Utility’s adoption of self-insurance in 2024;

- a decrease of approximately $230 million in revenues to recover costs associated with a lower allowance for doubtful accounts from residential customers in 2024.

- approximately $390 million in interim rate relief authorized in the WGSC proceeding (see “Wildfire and Gas Safety Costs Recovery Application” below) in 2024 with no similar amount in 2023;

- approximately $205 million in revenues authorized in the General Office Sale Memorandum Account (“GOSMA”) petition for modification final decision in 2024 with no similar amount in 2023;

- approximately $85 million related to the 2021 NDCTP final decision that ordered the Utility to issue a refund of the Non-Qualified Trust to customers in 2023 with no comparable refund in 2024.

The Utility’s cost of electricity represents the cost of power and fuel used in the Utility’s generating facilities and purchased from third parties to serve customers.

These decreases were primarily the result of lower natural gas market prices included as fuels costs for applicable Utility or third-party generating facilities, partially offset by lower net CAISO market sales revenues.

These decreases were primarily the result of lower natural gas procurement costs, partially offset by less favorable price risk management results, both of which were due to lower natural gas market prices for the period.

The Utility’s operating and maintenance expenses decreased by $126 million, or 1%, in 2024 compared to 2023.

These decreases were primarily due to:

- a decrease of approximately $230 million in costs associated with a lower allowance for doubtful accounts from residential customers in 2024.

- approximately $390 million in interim rate relief authorized in the WGSC proceeding (see “Wildfire and Gas Safety Costs Recovery Application” below) in 2024;

- approximately $210 million in costs related to a FERC order denying the capitalization of certain vegetation management costs and ordering the Utility to reclassify these costs to operating expense in 2024;

- approximately $175 million in revenues authorized in the GOSMA petition for modification final decision in 2024 with no similar amount in 2023;

- the write-off of approximately $60 million of costs as a result of the CPUC’s final decision denying the Pacific Generation application in 2024; and

- an increase in labor and benefit costs in 2024.

The Utility’s SB 901 securitization charges, net decreased by $1.23 billion, or 97%, in 2024 compared to 2023.

Costs related to wildfires increased by $30 million, or 47%, in 2024 compared to 2023.

These decreases were primarily due to less accelerated amortization of the Wildfire Fund asset and an increase in the estimated period of coverage of the Wildfire Fund from 15 to 20 years.

These increases were primarily due to the growth in plant balance from capital additions and an increase in decommissioning expense due to the reversal of approximately $175 million in accrued nuclear decommissioning expense as a result of the 2021 NDCTP final decision in 2023.

There was no material change to Interest income in 2024 compared to 2023.

There was no material change to Other income, net in 2024 compared to 2023.

The Utility’s Income tax benefit decreased by $1.4 billion, or 93%, in 2024 compared to 2023.

| | | | 2024 | | | | | | 2023 | | |

In 2024, California enacted a new law to suspend the use of net operating losses and limit the use of business credits for tax years 2024 to 2026.

As a result, PG&E Corporation expects to pay state income taxes in 2025 and 2026.

PG&E Corporation’s and the Utility’s various credit agreements and the DOE Loan Guarantee Agreement contain provisions that may result in an event of default if there was a failure to meet payment terms or observe other covenants under other financing arrangements that could result in an acceleration of payments due.

Such provisions are referred to as “cross-default” provisions.

As of December 31, 2024, PG&E Corporation and the Utility had Cash and cash equivalents of $235 million and $705 million, respectively.

As of December 31, 2024, $8 million was classified as Restricted cash and restricted cash equivalents due to minimum capital and surplus requirements, and $905 million, measured at fair value, was classified as Wildfire self-insurance asset.

For more information about wildfire liability self-insurance, see “Self-Insurance” in Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

*Common Stock Offering*

On December 4, 2024, PG&E Corporation issued 55,961,070 shares of its common stock, no par value, for cash proceeds of $1.13 billion.

In particular, in 2023, the Utility introduced or expanded its use of several measures including downed conductor detection, partial voltage force outs, and transmission operational controls.

The Utility is also focused on undergrounding more lines each year while using economies of scale to make undergrounding more cost efficient.

For more information, see “Jurisdictions may attempt to acquire the Utility’s assets through eminent domain, and third parties may attempt to acquire the Utility’s customers by bypassing the Utility’s electric infrastructure system” in Item 1A.

As discussed below under “Update on Ownership Restrictions in PG&E Corporation’s Amended Articles,” shares of PG&E Corporation common stock held directly by the Utility are attributed to PG&E Corporation for income tax purposes and are therefore effectively excluded from the total number of outstanding equity securities when calculating a person’s Percentage Stock Ownership (as defined in the Amended Articles) for purposes of the 4.75% ownership limitation in the Amended Articles.

Furthermore, the activities of the Fire Victim Trust are treated as activities of the Utility for tax purposes.

At various dates throughout 2022 and 2023, the Fire Victim Trust exchanged Plan Shares for an equal number of New Shares in the manner contemplated by the Share Exchange and Tax Matters Agreement; the Fire Victim Trust thereafter reported that it sold the applicable New Shares.

During the year ended December 31, 2023, the Fire Victim Trust’s sale of PG&E Corporation common stock in the aggregate amount of 247,743,590 shares resulted in an aggregate tax benefit of $1.2 billion recorded in PG&E Corporation’s and the Utility’s Consolidated Financial Statements.

Cumulatively through December 31, 2023, the Fire Victim Trust sold all of its 477,743,590 shares resulting in an aggregate tax benefit of approximately $2 billion recorded in PG&E Corporation’s and the Utility’s Consolidated Financial Statements.

Update on Ownership Restrictions in PG&E Corporation’s Amended Articles

For example, although PG&E Corporation had 2,611,366,666 shares outstanding as of February 14, 2024, only 2,133,623,076 shares (the number of outstanding shares of common stock less the number of shares held directly by the Utility) count as outstanding for purposes of the ownership restrictions in the Amended Articles.

As of February 14, 2024, the Fire Victim Trust reported having sold all of the shares of PG&E Corporation common stock it had owned and no longer owning any shares.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

The decrease in PG&E Corporation’s net loss is primarily due to losses recorded in connection with the Wildfire-Related Securities Claims in 2022, with no comparable charges in 2023.

- an increase of approximately $360 million in revenues to recover the costs associated with RUBA in 2023.

These costs are passed through to customers and do not impact net income.

- the recognition of approximately $310 million in revenues related to the settlement agreement for the 2018 CEMA application (see “2018 CEMA Application” in Regulatory Matters in the 2022 Form 10-K) in 2022;

- a decrease of approximately $270 million in revenues to recover the costs associated with RTBA in 2023.

- the recognition of approximately $180 million in revenues related to the final decision approving $356 million in revenue requirements for capital expenditures incurred in the period from 2011 through 2014 for its gas transmission and storage system (see “2015 Gas Transmission and Storage Rate Case” in Regulatory Matters in the 2022 Form 10-K) in 2022.

Cost of electricity also includes net energy sales (Utility owned and third parties’ generation) in the CAISO electricity markets and directly with third parties.

The Utility’s total purchased power is driven by customer demand, net CAISO electricity market activities (purchases or sales), the availability of the Utility’s own generation facilities (including Diablo Canyon and its hydroelectric plants), and the cost-effectiveness of each source of electricity.

| Cost of purchased power, net | | | $ | 1,812 | | | | | $ | 2,283 | |

| Fuel used in own generation facilities | | | 631 | | | | | | 473 | | |

| Total cost of electricity | | | $ | 2,443 | | | | | $ | 2,756 | |

This was primarily the result of decreased customer demand volumes for the Utility’s bundled electric services, lower purchased power quantities due to contract expirations and higher net energy sales.

These decreases were partially offset by increased fuel costs due to higher natural gas prices occurring in early 2023.

| Cost of natural gas sold | | | $ | 1,589 | | | | | $ | 1,957 | |

| Transportation cost of natural gas sold | | | 165 | | | | | | 143 | | |

| Total cost of natural gas | | | $ | 1,754 | | | | | $ | 2,100 | |

This was primarily due to favorable price risk management results during the high natural gas price period in early 2023.

This decrease was partially offset by an increase in cap-and-trade program compliance costs in 2023.

The Utility’s operating and maintenance expenses increased by $2.2 billion, or 22%, in 2023 compared to 2022.

- the recognition of approximately $420 million in previously deferred expenses authorized in the 2020 WMCE proceeding in 2023;

- an increase of approximately $360 million in costs associated with RUBA in 2023.

- the recognition of $50 million in expenses in 2023, related to the civil stipulated judgement filed on May 31, 2023, by the Utility and the Shasta County District Attorney’s Office (“Shasta D.A.”) for the Shasta D.A. to dismiss with prejudice all criminal charges against the Utility in connection with the 2020 Zogg fire.

- the recognition of approximately $310 million of previously deferred expenses, which were authorized by the settlement agreement for the 2018 CEMA application (see “2018 CEMA Application” in Regulatory Matters in the 2022 Form 10-K) in 2022;

- the recognition of $85 million in expenses related to the Kincade SED Settlement (as defined in Note 15 of the Notes to the Consolidated Financial Statements in Item 8 of the 2022 Form 10-K) in 2022;

- the recognition of $77 million in charges as a result of its voluntary separation program in 2022;

- the recognition of $55 million in expenses related to the Kincade Stipulation and the Dixie Stipulation (each as defined in Note 15 of the Notes to the Consolidated Financial Statements in Item 8 of the 2022 Form 10-K) in 2022;

These costs are passed through to customers and do not impact net income (see “Operating Revenues” above); and

[removed: ][added: ]

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 [removed: coworkers] [added: employees] face in their day-to-day work, and deliver better outcomes for customers and communities.

The Utility’s customer-driven investment program is aimed at improving safety, increasing electric and gas [added: service] reliability, and improving customer satisfaction.

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, [removed: coworkers,] [added: employees,] and other stakeholders.

The Utility is committed to delivering [added: a] safe, [removed: clean, affordable,] [added: reliable, sustainable,] and [removed: reliable] [added: climate-resilient] energy [added: system at the lowest possible cost] in the face of increasingly severe and extreme climate-driven natural hazards.

PG&E Corporation’s and the Utility’s [added: 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 [removed: penetration] [added: utilization] of renewable energy combined with investments in the grid and energy storage.

The Utility’s assets on the coast and in or near watersheds face potential increased exposures to coastal, riverine, and [removed: precipitation-related] [added: precipitation related] flooding because of [removed: climate-driven] [added: climate‑driven] changes in precipitation and [removed: sea-level] [added: sea level] rise.

The worsening conditions across California increase the likelihood and severity of wildfires, including those [removed: where] [added: in which] the Utility’s equipment may be alleged to be associated with the fire’s ignition.

A key element of preparing the Utility for the physical risks of climate change is [removed: an updated and more detailed] [added: a] system-wide [removed: CVA] [added: CAVA] of the Utility’s assets, operations, and services, [removed: which the Utility expects to file] [added: filed] with the CPUC in [removed: mid-2024.][added: May 2024.]

The [removed: CVA is expected to improve] [added: CAVA improves] the Utility’s understanding of its exposure to climate hazards and the sensitivity of assets and operations to these [removed: hazards.][added: hazards, and provides the basis for necessary climate resilience investments.]

PG&E Corporation and the Utility continue to pursue policies and programs that enable safe, reliable, [removed: and affordable clean] [added: affordable, clean,] and resilient energy for their customers.

- Delivered electricity to [added: retail] customers in [removed: 2023] [added: 2024] that was [removed: 100%] [added: over 90%] GHG free (see “Electricity Resources” below for more information).

- Managed contracts for more than [removed: 3.5] [added: 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.

- Helped enable the total number of electric vehicles operating in the Utility’s service area to exceed [removed: 550,000;] [added: 675,000;] installed more than [removed: 475] [added: 3,800] charging ports for electric vehicles at schools, public charging locations, and in support of fleets; and [removed: launched a first of its kind vehicle-to-grid program enabling customers to leverage their] [added: deployed the first-in-the-nation 100%] electric [removed: vehicles to power their home.][added: school bus fleet that is also equipped with groundbreaking vehicle-to-grid technology.]

- Brought the total number of interconnected private solar customers to more than [removed: 800,000] [added: 880,000] and [removed: supported more than 70,000] [added: total number of] customers who have installed battery storage at their homes or [removed: businesses.][added: businesses to more than 120,000.]

PG&E Corporation and the Utility are committed to taking steps to improve their credit ratings and metrics over time, including by reducing PG&E Corporation’s debt by [removed: at least] $2 billion by the end of 2026.

For more information, see “Liquidity and Financial [removed: Resources”] [added: Resources – Dividends”] in Item [removed: 7.][added: 7, MD&A and Note 6 of the Notes to the Consolidated Financial Statements.]

Total capital expenditures recorded in [removed: 2023] [added: 2024] were [removed: $9.8] [added: $10.6] billion.

The Utility’s total capital expenditures (including accruals) are forecasted to be [removed: $10.4 billion for 2024, $12.7] [added: $12.9] billion for 2025, [removed: $11.5] [added: $12.0] billion for 2026, $13.6 billion for 2027, and $14.0 billion for 2028.

These expenditures include capital expenditures exceeding amounts authorized in the 2023 GRC final decision [removed: issued on November 17, 2023,] and expenditures to be included in a later filing or separate applications.

The Utility has set a goal to increase customer capital investments while also limiting customer bill impacts, including by achieving operating cost [removed: savings and by] [added: savings,] seeking efficient [removed: financing.][added: financing, and benefiting from electric load growth.]

The Utility plans to meet its cost [removed: reduction] [added: savings] goal through increased [removed: efficiencies,] [added: efficiencies] including waste elimination through the Lean operating system.

Under the CARE program, income-qualified customers can receive a monthly discount of 20% or more on their [added: natural] gas and electric bill.

In [removed: 2022,] [added: 2023,] the Utility spent [removed: $4.79] [added: $4.18] billion with certified diverse suppliers, representing [removed: 39.3%] [added: 36.6%] of its total spend.

Teams throughout PG&E Corporation and the Utility hold daily, weekly, and monthly operating reviews designed to align the performance of [removed: workers] [added: employees] closest to the work with the goals and objectives of senior leadership.

In [removed: 2023,] [added: 2024,] the Utility [removed: had two] [added: executed six] PSPS events impacting a total of [removed: 5,099] [added: approximately 50,000] customers.

As a result of the improved inspection program, the Utility’s inspections in [removed: recent years] [added: 2024] have [removed: begun] [added: further enhanced its ability] to [removed: more thoroughly] identify equipment conditions.

- *System hardening:* System hardening entails repairing, replacing, or eliminating existing power lines in [removed: HFTDs] [added: HFTD areas] and installing stronger and more resilient equipment.

As the Utility’s asset inspections have identified [removed: more equipment conditions,] [added: less resilient equipment,] the Utility has hardened its system by [removed: correcting] [added: fixing] significantly more equipment [removed: conditions] than in prior years.

The Utility’s equipment was not involved in the ignition of any [removed: catastrophic] [added: major] wildfires in [removed: 2023.][added: 2024.]

In [removed: 2023,] [added: recent years,] the Utility [added: has] introduced or expanded its use of several measures including downed conductor detection, partial voltage force outs, and transmission operational controls which further decreased wildfire ignition [removed: risk.][added: risk and took additional steps to improve customer reliability such as vegetation management activities to reduce vegetation-caused outages, upgrading the system to improve sectionalization, and installing fault indicators to reduce restoration times.]

[removed: In addition, the] [added: The] Utility [added: also] uses multiple weather models on a daily basis that indicate which circuits to enable with safety settings and which to put in normal protection settings, optimizing for wildfire risk reduction when needed and enhancing reliability when wildfire risk is low.

In [removed: 2022,] [added: recent years,] the Utility [added: expanded the EPSS program to all high fire risk areas and] reviewed and adjusted settings to improve coordination among devices on a circuit to reduce the number of customers impacted by an outage.

The Utility’s [added: non-nuclear] generation operations [removed: have focused] [added: focus] on [removed: safety] [added: safety, compliance, environmental stewardship,] and [added: asset] reliability.

Under the [removed: current] gas and electric citation programs adopted by the [removed: CPUC in September 2016,] [added: CPUC,] the SED has discretion whether to issue a penalty for each violation.

The FERC’s approval is [removed: also] required under Federal Power Act Section 203 before undertaking certain transactions, including most mergers and consolidations, certain transactions that result in a change in control of a utility, purchases of utility securities and dispositions of utility property.

The NRC oversees the licensing, construction, operation, and decommissioning of nuclear facilities, including the Utility’s two nuclear generating units at [removed: Diablo Canyon] [added: DCPP] and the Utility’s independent spent fuel storage installation at Humboldt Bay.

NRC safety and security requirements have, in the past, necessitated that the Utility incur substantial costs at [removed: Diablo Canyon,] [added: DCPP,] and substantial costs could be required in the future.

For more information about [removed: Diablo Canyon,] [added: DCPP,] see Item 1A.

Their focus is on making it enjoyable to work with and for PG&E Corporation and the Utility.

These customers use their storage systems as critical backup power and for resiliency.

Costs can also decrease due to improved efficiencies or waste elimination.

All three credit ratings agencies have increased PG&E Corporation’s and the Utility’s issuer credit ratings since 2020.

In December 2024, PG&E Corporation announced a new dividend policy entailing consistent dividend increases targeting a dividend payout ratio of approximately 20% of core earnings by 2028.

PG&E Corporation and the Utility are committed to building a safe, reliable, sustainable, and climate-resilient energy system at the lowest possible cost for customers.

The Utility expects electric vehicle adoption, data centers, and building electrification to drive load growth.

However, the scale of this growth will depend on the Utility’s ability to construct necessary infrastructure and the extent of customer demand.

In 2024, the Utility continued to refine its inspection techniques, transitioning to the use of aerial drones to perform inspections on circuits located in HFTD areas.

In 2024, the Utility undergrounded 259 miles of lines.

When feasible, remote grids can be a more cost-effective option to reduce fire risks by permanently disconnecting end-of-line customers from the grid and serving them with utility owned, locally sited resources.

The Utility brought online five additional remote grids in 2024, for a total of 11 remote grids overall.

The Utility experienced an increased number of CPUC-reportable ignitions in 2024, compared to 2022 and 2023, due to hotter, drier weather conditions.

The Utility focuses on continuous improvement and risk informed decision-making to maximize asset value for customers, while adhering to industry standards for asset risk management and lifecycle optimization.

Work management systems enable the execution and tracking of preventative and corrective maintenance strategies for generation assets.

Capital improvements are carried out to renew key asset components and are strategically aligned with interim risk reduction measures to ensure long-term safe and reliable generation.

Air Quality and the Clean Air Act

For information regarding regulation of greenhouse gas emissions, see “Sustainability and Resiliency” below.

The FERC typically authorizes the Utility to charge new rates based on the requested revenue requirement, subject to refund, before the FERC has issued a final decision.

The Utility bills and records revenue based on the amounts requested in its rate case filing and records a reserve for its estimate of the amounts that are probable of refund.

The legislation includes language that limits use of the volumetric payment to accelerate, or increase spending on, public purpose priorities enumerated in SB 846.

The Utility’s turnover rate for each of 2024 and 2023 was 4.0%.

All executive officer compensation is paid by PG&E Corporation.

Identifying, eliminating and mitigating high-energy hazards remains a priority.

In particular, the Utility improved safety through the implementation of the Utility’s safety excellence management system and a focus on essential controls for high energy hazards.

Specialized teams facilitate awareness, education and dialogue and support the groups at the enterprise level.

The Utility’s employees represent five generations, most of whom are Millennials (49%), Generation X (37%), and Boomers (10%).

Generational data refers to “Millennials” for individuals born between 1981 and 1996, “Generation X” between 1965 and 1980, and “Boomers” between 1946 and 1964.

(7) Amount includes adjustments due to DCPP’s extended operations, consistent with CPUC and CEC guidelines.

See “Sustainability and Resiliency” below.

The Utility expects that these costs will continue to be recoverable through rates as “pass-through” costs.

As of December 31, 2024, the Utility owned 183 MW and has contracted for another 2,435 MW of operational energy storage capacity.

The Utility has also procured 2,168 MW of battery energy storage to be deployed over the next several years and is working to procure additional battery energy storage to meet its remaining reliability requirements.

| Total | | | | | | | | | | | | 121 | | | | | | 7,815 | | |

The NRC operating license for Unit 1 expired in 2024.

Unit 2 will expire in 2025.

Both remain in effect pending completion of the ongoing federal relicensing review.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

The sale of Pleasant Creek is currently pending CPUC review and approval and the Utility anticipates to close on the sale in 2025.

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

This 2023 Form 10-K contains forward-looking statements that are necessarily subject to various risks and uncertainties.

For a discussion of the significant risks that could affect the outcome of these 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 “Forward-Looking Statements” above.

Mitigating and adapting to the impacts of climate change presents opportunities for growth for the Utility’s business and economic opportunity for the communities it serves.

Peak electric loads are expected to increase with increasing temperatures due to direct impacts of ambient temperatures on equipment and direct impacts on electricity demand driven by rising air conditioning installation and usage, and increasingly driven in the future from widespread progress in adoption of strategic electrification technologies.

Climate change will also continue to intensify the potential for wildfires throughout California.

The CPUC coordinates the planning of supply resources through the Integrated Resource Planning (“IRP”) proceeding and has determined that replacing the power generated by Diablo Canyon is the responsibility of all LSEs within the CAISO.

Looking ahead, the Utility expects its GHG-free energy supply mix of renewable, large hydroelectric, and nuclear generation resources to decrease as, beginning in 2023, the Utility was required to offer, for allocation or sale, renewable sources eligible under California's RPS program that the Utility procured on behalf of customers that subsequently switched to non-Utility providers.

These requirements were established to comply with regulatory mandates and to manage customer affordability.

Towards the end of the decade and beyond, the Utility’s GHG-free energy supply mix is expected to grow relative to 2025 levels as the Utility procures new GHG-free generation and storage to meet California’s IRP GHG emissions reduction targets and California’s clean energy goals.

PG&E Corporation’s and the Utility’s voluntary goal continues to be to deliver 70% RPS clean electricity by 2030, compared to a state mandate of 60% (see “Air Quality and Climate Change” below for more information).

PG&E Corporation and the Utility expect that reducing the consolidated debt will help them achieve investment grade credit ratings for their unsecured securities, for the benefit of both customers and investors.

MD&A.

In 2022, an affiliate of the Utility issued an aggregate of $7.5 billion of SB 901 securitization bonds.

The net proceeds were used to reimburse the Utility for previously incurred recovery costs, including the retirement of $6.0 billion of Utility debt, as of December 31, 2023.

In November 2023, the Board of Directors of PG&E Corporation reinstated the dividend on PG&E Corporation common stock, declaring a dividend of $21 million, or approximately 1 cent per share, which was paid by January 16, 2024.

The Boards of Directors of PG&E Corporation and the Utility had suspended quarterly cash dividends in 2017 on both PG&E Corporation’s and the Utility’s common stock, as well as the Utility’s preferred stock.

For more information, see “Liquidity and Financial Resources - Dividends” in Item 7.

PG&E Corporation and the Utility are committed to finding ways to lower the cost of providing gas and electric services for customers.

PG&E Corporation and the Utility are committed to designing an electric system that is resilient to climate change, decarbonized, and optimized to local and system needs.

The Utility is also increasing oversight and engagement with the contractors supporting vegetation management work.

In 2023, the Utility continued to refine its risk modeling, including further incorporating data from asset inspections.

In 2023, the Utility undergrounded 364 miles of lines, nearly double the number of miles undergrounded in 2022.

Remote grids can also reduce costs and fire risks, while maintaining service to participating customers.

The Utility brought online two additional “remote grids” in 2022, which allow distribution lines in HFTDs to be removed and replaced with locally sited resources.

The Utility also significantly reduced both the size and number of CPUC-reportable ignitions and number of acres burned in 2023, compared to prior years.

These measures built on the Utility’s progress in 2022, when it expanded the EPSS program to all high fire risk areas.

In 2022 and 2023, the Utility took additional steps to improve customer reliability through several targeted programs, including vegetation management activities to reduce vegetation caused outages, upgrading the system to improve sectionalization, and installing fault indicators to reduce restoration times.

The Utility’s gas system has not had a safety-related incident that affected the public and resulted in a fatality or injury since 2015 or 2018, respectively.

In 2023, the NTSB confirmed that the Utility had successfully addressed all 12 safety recommendations relating to the San Bruno explosion.

Winter precipitation and snowpack provided fuel for increased hydro generation in 2023, exceeding the 15-year average.

The Utility is focused on continuous improvement of asset management and work management systems to support comprehensive non-nuclear generation asset management.

The goal of these efforts is to further improve project execution capabilities and capacity to deliver on asset improvements necessary for long-term safe and reliable generation.

Air Quality and Climate Change

*Federal Regulation*

Although there have been several legislative attempts to address climate change through imposition of nationwide regulatory limits on GHG emissions, comprehensive federal legislation has not yet been enacted.

In the absence of federal legislative action, the EPA has used its existing authority under the Clean Air Act to address GHG emissions.

Tackling the climate crisis is a key priority of the Biden Administration, and the Administration is using its executive and regulatory authorities to target emissions reductions in line with science-based targets.

On May 11, 2023, the EPA released proposed new GHG emissions standards for fossil fuel-fired power plants under Section 111 of the Clean Air Act.

The proposal sets standards for new and existing coal and natural gas-fired plants – stringency of the standards differ based on timelines, unit type, capacity factors, and operating horizon.

[added: 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.

Risk Factors and Notes [removed: 14] [added: 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.

| | | | For the Fiscal Year Ended December 31, [removed: 2023] [added: 2024] | | |

| [removed: ] [added: ] | | | | | | | | | | | | | | | [removed: ] [added: ] | | | | | | | | | | | |

| Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, [removed: 2023,] [added: 2024,] the last business day of the most recently completed second fiscal quarter: | | | | | |

| PG&E Corporation common stock | | | [removed: $43,861] [added: $45,624] million | | |

| Common Stock outstanding as of February [removed: 14, 2024:] [added: 5, 2025:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Includes 477,743,590 shares of common stock held by Pacific Gas and Electric [removed: Company.] [added: Company] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Designated portions of the Joint Proxy Statement relating to the [removed: 2024] [added: 2025] Annual Meetings of Shareholders | | | Part III (Items 10, 11, 12, 13 and 14) | | |

| [UNITS OF [removed: MEASUREMENT](#i32e2d2ccf1d242e3b017b10015d2547a_19)] [added: MEASUREMENT](#ic60d0ca8e16f419a9afc7a3747b2d67f_19)] | | |

| [FORWARD-LOOKING [removed: STATEMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_28)] [added: STATEMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_28)] | | |

| [ITEM 1. [removed: BUSINESS](#i32e2d2ccf1d242e3b017b10015d2547a_34)] [added: BUSINESS](#ic60d0ca8e16f419a9afc7a3747b2d67f_34)] | | |

| [Triple Bottom [removed: Line](#i32e2d2ccf1d242e3b017b10015d2547a_37)] [added: Line](#ic60d0ca8e16f419a9afc7a3747b2d67f_37)] | | |

| [Regulatory [removed: Environment](#i32e2d2ccf1d242e3b017b10015d2547a_40)] [added: Environment](#ic60d0ca8e16f419a9afc7a3747b2d67f_40)] | | |

| [Environmental [removed: Regulation](#i32e2d2ccf1d242e3b017b10015d2547a_43)] [added: Regulation](#ic60d0ca8e16f419a9afc7a3747b2d67f_43)] | | |

| [Ratemaking [removed: Mechanisms](#i32e2d2ccf1d242e3b017b10015d2547a_46)] [added: Mechanisms](#ic60d0ca8e16f419a9afc7a3747b2d67f_46)] | | |

| [Human [removed: Capital](#i32e2d2ccf1d242e3b017b10015d2547a_49)] [added: Capital](#ic60d0ca8e16f419a9afc7a3747b2d67f_49)] | | |

| [Electric Utility [removed: Operations](#i32e2d2ccf1d242e3b017b10015d2547a_52)] [added: Operations](#ic60d0ca8e16f419a9afc7a3747b2d67f_52)] | | |

| [Natural Gas Utility [removed: Operations](#i32e2d2ccf1d242e3b017b10015d2547a_55)] [added: Operations](#ic60d0ca8e16f419a9afc7a3747b2d67f_55)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i32e2d2ccf1d242e3b017b10015d2547a_64)] [added: FACTORS](#ic60d0ca8e16f419a9afc7a3747b2d67f_64)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_175)] [added: COMMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_166)] | | |

| [ITEM 1C. [removed: CYBERSECURITY](#i32e2d2ccf1d242e3b017b10015d2547a_3839)] [added: CYBERSECURITY](#ic60d0ca8e16f419a9afc7a3747b2d67f_169)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i32e2d2ccf1d242e3b017b10015d2547a_181)] [added: PROCEEDINGS](#ic60d0ca8e16f419a9afc7a3747b2d67f_175)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i32e2d2ccf1d242e3b017b10015d2547a_184)] [added: DISCLOSURES](#ic60d0ca8e16f419a9afc7a3747b2d67f_178)] | | |

| [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i32e2d2ccf1d242e3b017b10015d2547a_187)] [added: OFFICERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_181)] | | |

| [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i32e2d2ccf1d242e3b017b10015d2547a_193)] [added: SECURITIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_187)] | | |

| [ITEM 6. SELECTED FINANCIAL [removed: DATA](#i32e2d2ccf1d242e3b017b10015d2547a_196)] [added: DATA](#ic60d0ca8e16f419a9afc7a3747b2d67f_190)] | | |

| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i32e2d2ccf1d242e3b017b10015d2547a_205)] [added: OPERATIONS](#ic60d0ca8e16f419a9afc7a3747b2d67f_199)] | | |

| [LIQUIDITY AND FINANCIAL [removed: RESOURCES](#i32e2d2ccf1d242e3b017b10015d2547a_331)] [added: RESOURCES](#ic60d0ca8e16f419a9afc7a3747b2d67f_346)] | | |

| [LEGISLATIVE AND REGULATORY [removed: INITIATIVES](#i32e2d2ccf1d242e3b017b10015d2547a_421)] [added: INITIATIVES](#ic60d0ca8e16f419a9afc7a3747b2d67f_445)] | | |

| [RISK MANAGEMENT [removed: ACTIVITIES](#i32e2d2ccf1d242e3b017b10015d2547a_439)] [added: ACTIVITIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_460)] | | |

| [CRITICAL [removed: ACCOUNTING](#i32e2d2ccf1d242e3b017b10015d2547a_448)] [added: ACCOUNTING](#ic60d0ca8e16f419a9afc7a3747b2d67f_469)] ESTIMATES | | |

| [NEW ACCOUNTING [removed: PRONOUNCEMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_481)] [added: PRONOUNCEMENTS](#ic60d0ca8e16f419a9afc7a3747b2d67f_502)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i32e2d2ccf1d242e3b017b10015d2547a_484)] [added: RISK](#ic60d0ca8e16f419a9afc7a3747b2d67f_505)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i32e2d2ccf1d242e3b017b10015d2547a_490)] [added: DATA](#ic60d0ca8e16f419a9afc7a3747b2d67f_511)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_499)] [added: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_520)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_502)] [added: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_523)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#i32e2d2ccf1d242e3b017b10015d2547a_508)] [added: SHEETS](#ic60d0ca8e16f419a9afc7a3747b2d67f_529)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i32e2d2ccf1d242e3b017b10015d2547a_514)] [added: FLOWS](#ic60d0ca8e16f419a9afc7a3747b2d67f_535)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: EQUITY](#i32e2d2ccf1d242e3b017b10015d2547a_517)] [added: EQUITY](#ic60d0ca8e16f419a9afc7a3747b2d67f_538)] | | |

| [Pacific Gas and Electric [removed: Company](#i32e2d2ccf1d242e3b017b10015d2547a_523)] [added: Company](#ic60d0ca8e16f419a9afc7a3747b2d67f_544)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_529)] [added: INCOME](#ic60d0ca8e16f419a9afc7a3747b2d67f_550)] | | |

| 6.000% Series A Mandatory Convertible Preferred Stock, no par value | | | PCG-PrX | | | The New York Stock Exchange | | |

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,671,320,389* | | |

| [GLOSSARY](#ic60d0ca8e16f419a9afc7a3747b2d67f_22) | | |

| [PART 1](#ic60d0ca8e16f419a9afc7a3747b2d67f_31) | | |

| [Competition](#ic60d0ca8e16f419a9afc7a3747b2d67f_58) | | |

| [Sustainability and Resiliency](#ic60d0ca8e16f419a9afc7a3747b2d67f_4252) | | |

| [ITEM 2. PROPERTIES](#ic60d0ca8e16f419a9afc7a3747b2d67f_172) | | |

| [PART II](#ic60d0ca8e16f419a9afc7a3747b2d67f_184) | | |

| [OVERVIEW](#ic60d0ca8e16f419a9afc7a3747b2d67f_205) | | |

| [RESULTS OF OPERATIONS](#ic60d0ca8e16f419a9afc7a3747b2d67f_268) | | |

| [LITIGATION MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_352) | | |

| [REGULATORY MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_355) | | |

| [ENVIRONMENTAL MATTERS](#ic60d0ca8e16f419a9afc7a3747b2d67f_454) | | |

| [PG&E Corporation](#ic60d0ca8e16f419a9afc7a3747b2d67f_514) | | |

| [NOTE 4: DEBT](#ic60d0ca8e16f419a9afc7a3747b2d67f_703) | | |

| [NOTE 10: DERIVATIVES](#ic60d0ca8e16f419a9afc7a3747b2d67f_757) | | |

| [PART III](#ic60d0ca8e16f419a9afc7a3747b2d67f_970) | | |

| [PART IV](#ic60d0ca8e16f419a9afc7a3747b2d67f_988) | | |

| [SIGNATURES](#ic60d0ca8e16f419a9afc7a3747b2d67f_1024) | | |

| DCPP | | | Diablo Canyon Power Plant | | |

| DOE Loan Guarantee Agreement | | | Loan Guarantee Agreement, dated as of January 17, 2025, between the Utility and the DOE | | |

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.

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,611,366,666* | | |

| [GLOSSARY](#i32e2d2ccf1d242e3b017b10015d2547a_22) | | |

| [PART 1](#i32e2d2ccf1d242e3b017b10015d2547a_31) | | |

| [Competition](#i32e2d2ccf1d242e3b017b10015d2547a_58) | | |

| [ITEM 2. PROPERTIES](#i32e2d2ccf1d242e3b017b10015d2547a_178) | | |

| [PART II](#i32e2d2ccf1d242e3b017b10015d2547a_190) | | |

| [OVERVIEW](#i32e2d2ccf1d242e3b017b10015d2547a_208) | | |

| [RESULTS OF OPERATIONS](#i32e2d2ccf1d242e3b017b10015d2547a_274) | | |

| [LITIGATION MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_334) | | |

| [REGULATORY MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_337) | | |

| [ENVIRONMENTAL MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_433) | | |

| [PG&E Corporation](#i32e2d2ccf1d242e3b017b10015d2547a_493) | | |

| [NOTE 4: DEBT](#i32e2d2ccf1d242e3b017b10015d2547a_667) | | |

| [NOTE 10: DERIVATIVES](#i32e2d2ccf1d242e3b017b10015d2547a_703) | | |

| [PART III](#i32e2d2ccf1d242e3b017b10015d2547a_871) | | |

| [PART IV](#i32e2d2ccf1d242e3b017b10015d2547a_889) | | |

| [SIGNATURES](#i32e2d2ccf1d242e3b017b10015d2547a_919) | | |

| 1 MMT | | | \= | | | One million metric ton | | |

| 2022 Form 10-K | | | PG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K for the year ended December 31, 2022 | | |

| 2021 Form 10-K | | | PG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K for the year ended December 31, 2021 | | |

| AFUDC | | | allowance for funds used during construction | | |

| ALJ | | | administrative law judge | | |

| CHT | | | Customer Harm Threshold | | |

| CPIM | | | Core Procurement Incentive Mechanism | | |

| CPPMA | | | COVID-19 Pandemic Protections Memorandum Account | | |

| DTA | | | deferred tax asset | | |

| EMANI | | | European Mutual Association for Nuclear Insurance | | |

| GO | | | general order | | |

| GT&S | | | gas transmission and storage rate case | | |

| LCC | | | Land Conservation Commitment | | |

| New Shares | | | Shares of PG&E Corporation common stock held by ShareCo that may be exchanged for Plan Shares as contemplated by the Share Exchange and Tax Matters Agreement | | |

| OIR | | | order instituting rulemaking | | |

| Pacific Generation | | | Pacific Generation LLC, a subsidiary of the Utility | | |

| PD | | | proposed decision | | |

| Plan Shares | | | Shares of PG&E Corporation common stock issued to the Fire Victim Trust pursuant to the Plan | | |

| RTBA | | | Risk Transfer Balancing Account | | |

| Securities Act | | | The Securities Act of 1933, as amended | | |

| Share Exchange and Tax Matters Agreement | | | Share Exchange and Tax Matters Agreement dated July 8, 2021 between PG&E Corporation, the Utility, ShareCo and the Fire Victim Trust | | |

| ShareCo | | | PG&E ShareCo LLC, a limited liability company whose sole member is PG&E Corporation | | |

- the impact of the Utility’s implementation of its PSPS program, and whether any fines, penalties, or civil liability for damages will be imposed on the Utility as a result; the costs in connection with PSPS events, the timing and outcome of any proceeding to recover such costs through rates, and the effects on PG&E Corporation’s and the Utility’s reputations caused by implementation of the PSPS program;

The Executive Vice President and Chief Information Officer of PG&E Corporation and the [added: 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.

Business, under “Electric Utility [removed: Operations” and] [added: Operations”,] “Natural Gas Utility [added: 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 [removed: 9] [added: approximately 7.5] million square feet of real property, including [removed: 7] [added: 5.5] million square feet owned by the Utility.

The Utility will continue to lease the Property [removed: pursuant to the Lease, as amended,] until closing in June 2025.

The Utility owns [removed: approximately] [added: over] 135,000 acres of land, including approximately 100,000 acres of watershed lands.

In 2002, the Utility agreed to implement its [removed: LCC] [added: 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.

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.

In 2024, the Utility met its goal to permanently preserve the approximate 140,000 acres of watershed lands, after securing all required regulatory approvals.

On September 17, 2021, the sale of the SFGO closed and the Utility entered into a leaseback agreement with the new SFGO owner (the “Leaseback Agreement”) to lease back certain space within the SFGO to allow for additional time to relocate critical facilities to other Utility sites.

The Leaseback Agreement commenced on September 17, 2021, and the lease term was extended through June 30, 2024.

On October 23, 2020, the Utility entered into an office lease agreement with BA2 300 Lakeside LLC for approximately 910,000 rentable square feet of space within the Lakeside Building to serve as the Utility’s principal administrative headquarters.

The term of the lease began on April 8, 2022, and the lease grants the Utility an option to purchase the legal parcel that contains the Lakeside Building.

On July 11, 2023, the Utility and the Landlord (as defined in Note 2 of the Notes to the Consolidated Financial Statements in Item 8.) entered into an Amendment to Office Lease and an Agreement of Purchase and Sale and Joint Escrow Instructions, pursuant to which the Utility was deemed to have exercised its option to purchase the Property, as modified.

The Utility’s goal is to implement all the LCC transactions by the first quarter of 2024, subject to securing all required regulatory approvals.

The following individuals serve as executive officers of PG&E Corporation, as of February [removed: 21, 2024.][added: 12, 2025.]

| Patricia K. Poppe | | | | | | [removed: 55] [added: 56] | | | | | | Chief Executive Officer | | | | | | January 4, 2021 to present | | |

| Carolyn J. Burke | | | | | | [removed: 56] [added: 57] | | | | | | Executive Vice President and Chief Financial Officer | | | | | | May 4, 2023 to present | | |

| Carla J. Peterman | | | | | | [removed: 45] [added: 46] | | | | | | Executive Vice President, Corporate Affairs and Chief Sustainability Officer | | | | | | October 1, 2021 to present | | |

| Ajay Waghray | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2024 to present | | |

| Sumeet Singh | | | | | | [removed: 45] [added: 46] | | | | | | Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | | | | | | March 1, 2023 to present | | |

| John R. Simon | | | | | | [removed: 59] [added: 60] | | | | | | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer | | | | | | August 15, 2020 to present | | |

| Marlene M. Santos | | | | | | [removed: 63] [added: 64] | | | | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer, Pacific Gas and Electric Company | | | | | | October 16, 2023 to present | | |

| Jason M. Glickman | | | | | | [removed: 43] [added: 44] | | | | | | Executive Vice President, Engineering, Planning, and Strategy, Pacific Gas and Electric Company | | | | | | May 3, 2021 to present | | |

| Kaled [added: H.] Awada | | | | | | [removed: 49] [added: 50] | | | | | | Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 16, 2024 to present | | |

The following individuals serve as executive officers of the Utility as of February [removed: 21, 2024.][added: 12, 2025.]

| Jason M. Glickman | | | | | | [removed: 43] [added: 44] | | | | | | Executive Vice President, Engineering, Planning, and Strategy | | | | | | May 3, 2021 to present | | |

| Stephanie N. Williams | | | | | | [removed: 41] [added: 42] | | | | | | Vice President, Chief Financial Officer and [removed: Controller, Pacific Gas and Electric Company] [added: Controller] | | | | | | January 10, 2023 to present | | |

| Marlene M. Santos | | | | | | 64 | | | | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer | | | | | | October 16, 2023 to present | | |

| Sumeet Singh | | | | | | 46 | | | | | | Executive Vice President, Operations and Chief Operating Officer | | | | | | March 1, 2023 to present | | |

| | | | | | | | | | | | | Vice President and Controller, PG&E Corporation | | | | | | January 10, 2023 to present | | |

| Kaled H. Awada | | | | | | 50 | | | | | | Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 16, 2024 to present | | |

| Ajay Waghray | | | | | | 63 | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2024 to present | | |

| | | | | | | | | | | | | | | | | | | | | |

As of February [removed: 14, 2023,] [added: 5, 2025,] there were [removed: 42,199] [added: 40,511] holders of record of PG&E Corporation common stock.

Share Exchanges

On July 8, 2021, PG&E Corporation, the Utility, ShareCo and the Fire Victim Trust entered into the Share Exchange and Tax Matters Agreement.

On the dates and in the amounts set forth in the table below, the Fire Victim Trust exchanged a total of 477,743,590 Plan Shares, for an equal number of New Shares in the manner contemplated by the Share Exchange and Tax Matters Agreement; in each case, the Fire Victim Trust thereafter reported that it sold the applicable New Shares.

As of February 14, 2024, the Fire Victim Trust reported having sold all of the shares of PG&E Corporation common stock it had owned and no longer owning any shares.

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Date | | | | | | Shares Exchanged | | |

| January 1 - December 31, 2022 | | | | | | 230,000,000 | | |

| January 9, 2023 | | | | | | 60,000,000 | | |

| April 11, 2023 | | | | | | 60,000,000 | | |

| July 12, 2023 | | | | | | 60,000,000 | | |

| December 13, 2023 | | | | | | 67,743,590 | | |

| Total Shares Exchanged | | | | | | 477,743,590 | | |

Each exchange was effected in reliance on the exemption from registration under Section 3(a)(10) of the Securities Act.

See “Tax Matters” in Item 7.

MD&A below and “Share Exchange and Tax Matters Agreement” in Note 6 of the Notes to the Consolidated Financial Statements in Item 8 of the 2021 Form 10-K for a detailed discussion of the exchange and the terms of the Share Exchange and Tax Matters Agreement, respectively.

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | |

| Electric | | | $ | [removed: 17,424] [added: 17,811] | | | | | $ | [removed: 15,060] [added: 17,424] | | | | | $ | [removed: 15,131] [added: 15,060] | | | | |

| Natural gas | | | [removed: 7,004] [added: 6,608] | | | | | | [removed: 6,620] [added: 7,004] | | | | | | [removed: 5,511] [added: 6,620] | | | | | |

| Total operating revenues | | | [removed: 24,428] [added: 24,419] | | | | | | [removed: 21,680] [added: 24,428] | | | | | | [removed: 20,642] [added: 21,680] | | | | | |

| Cost of electricity | | | [removed: 2,443] [added: 2,261] | | | | | | [removed: 2,756] [added: 2,443] | | | | | | [removed: 3,232] [added: 2,756] | | | | | |

| Cost of natural gas | | | [removed: 1,754] [added: 1,192] | | | | | | [removed: 2,100] [added: 1,754] | | | | | | [removed: 1,149] [added: 2,100] | | | | | |

| Operating and maintenance | | | [removed: 11,924] [added: 11,808] | | | | | | [removed: 9,809] [added: 11,924] | | | | | | [removed: 10,200] [added: 9,809] | | | | | |

| SB 901 securitization charges, net | | | [removed: 1,267] [added: 33] | | | | | | [removed: 608] [added: 1,267] | | | | | | [removed: —] [added: 608] | | | | | |

| Wildfire-related claims, net of recoveries | | | [removed: 64] [added: 94] | | | | | | [removed: 237] [added: 64] | | | | | | [removed: 258] [added: 237] | | | | | |

| Wildfire Fund expense | | | [removed: 567] [added: 383] | | | | | | [removed: 477] [added: 567] | | | | | | [removed: 517] [added: 477] | | | | | |

| Depreciation, amortization, and decommissioning | | | [removed: 3,738] [added: 4,189] | | | | | | [removed: 3,856] [added: 3,738] | | | | | | [removed: 3,403] [added: 3,856] | | | | | |

| Total operating expenses | | | [removed: 21,757] [added: 19,960] | | | | | | [removed: 19,843] [added: 21,757] | | | | | | [removed: 18,759] [added: 19,843] | | | | | |

| Operating Income | | | [removed: 2,671] [added: 4,459] | | | | | | [removed: 1,837] [added: 2,671] | | | | | | [removed: 1,883] [added: 1,837] | | | | | |

| Interest income | | | [removed: 606] [added: 604] | | | | | | [removed: 162] [added: 606] | | | | | | [removed: 20] [added: 162] | | | | | |

| Interest expense | | | [removed: (2,850)] [added: (3,051)] | | | | | | [removed: (1,917)] [added: (2,850)] | | | | | | [removed: (1,601)] [added: (1,917)] | | | | | |

| Other income, net | | | [removed: 272] [added: 300] | | | | | | [removed: 394] [added: 272] | | | | | | [removed: 457] [added: 394] | | | | | |

| Income Before Income Taxes | | | [removed: 699] [added: 2,312] | | | | | | [removed: 476] [added: 699] | | | | | | [removed: 748] [added: 476] | | | | | |

| Income tax [removed: provision (benefit)] [added: benefit] | | | [removed: (1,557)] [added: (200)] | | | | | | [removed: (1,338)] [added: (1,557)] | | | | | | [removed: 836] [added: (1,338)] | | | | | |

| Net [removed: Income (Loss)] [added: Income] | | | [removed: 2,256] [added: 2,512] | | | | | | [removed: 1,814] [added: 2,256] | | | | | | [removed: (88)] [added: 1,814] | | | | | |

| [removed: Preferred] [added: Preferred] stock dividend requirement of [removed: subsidiary | | | 14] [added: subsidiary] | | | [added: 37] | | | [removed: 14] | | | [added: 14] | | | [removed: 14] | | | [added: 14] | | |

| Income [removed: (Loss) Attributable to Common Shareholders | | | $] [added: (loss) available for common shareholders] | [removed: 2,242] | | [added: $] | [added: 2,475] | | [removed: $] | [removed: 1,800] | | [added: $] | [added: 2,242] | | [removed: $] | [removed: (102)] | | [added: $] | [added: 1,800] | |

| Weighted Average Common Shares Outstanding, Basic | | | [removed: 2,064] [added: 2,141] | | | | | | [removed: 1,987] [added: 2,064] | | | | | | [removed: 1,985] [added: 1,987] | | | | | |

| Weighted Average Common Shares Outstanding, Diluted | | | [removed: 2,138] [added: 2,147] | | | | | | [removed: 2,132] [added: 2,138] | | | | | | [removed: 1,985] [added: 2,132] | | | | | |

| Net Income [removed: (Loss)] Per Common Share, Basic | | | $ | [removed: 1.09] [added: 1.16] | | | | | $ | [removed: 0.91] [added: 1.09] | | | | | $ | [removed: (0.05)] [added: 0.91] | | | | |

| Net Income [removed: (Loss)] Per Common Share, Diluted | | | $ | [removed: 1.05] [added: 1.15] | | | | | $ | [removed: 0.84] [added: 1.05] | | | | | $ | [removed: (0.05)] [added: 0.84] | | | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Net [removed: Income (Loss)] [added: Income] | | | $ | [removed: 2,256] [added: 2,512] | | | | | $ | [removed: 1,814] [added: 2,256] | | | | | $ | [removed: (88)] [added: 1,814] | |

| Pension and other postretirement benefit plans obligations (net of taxes of [added: $3,] $6, [removed: $8,] and [removed: $3,] [added: $8,] at respective dates) | | | [removed: (16)] [added: (7)] | | | | | | [removed: 21] [added: (16)] | | | | | | [removed: 7] [added: 21] | | |

| Net unrealized [removed: losses] [added: gain (losses)] on available-for-sale securities (net of taxes of [removed: $3,] [added: $0,] $3, and [removed: $0,] [added: $3,] respectively) | | | [removed: 8] [added: 1] | | | | | | [removed: (6)] [added: 8] | | | | | | [removed: —] [added: (6)] | | |

| Total other comprehensive income (loss) | | | [removed: (8)] [added: (6)] | | | | | | [removed: 15] [added: (8)] | | | | | | [removed: 7] [added: 15] | | |

| Comprehensive [removed: Income (Loss)] [added: Income] | | | [removed: 2,248] [added: 2,506] | | | | | | [removed: 1,829] [added: 2,248] | | | | | | [removed: (81)] [added: 1,829] | | |

| [removed: Preferred] [added: Preferred] stock dividend requirement of [removed: subsidiary] [added: subsidiary] | | | [removed: 14] [added: —] | | | | | | [removed: 14] [added: —] | | | | | | [removed: 14] [added: —] | | | [added: | | | — | | | | | | — | | | | | | (13) | | | | | | — | | | | | | (13) | | | | | | — | | | | | | (13) | | |]

| Comprehensive Income [removed: (Loss)] Attributable to Common Shareholders | | | $ | [removed: 2,234] [added: 2,469] | | | | | $ | [removed: 1,815] [added: 2,234] | | | | | $ | [removed: (95)] [added: 1,815] | |

| | | | December 31, [removed: 2023] [added: 2024] | | | | | | December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: | | | $ | 635 | |] [added: at December 31] | | | [removed: $] [added: $] | [removed: 734] [added: 940] | | | | | [added: $] | [added: 635] | | | | | [added: $] | [added: 734] | |

| Restricted cash [added: and restricted cash equivalents] (includes [removed: $282] [added: $263] million and [removed: $201] [added: $282] million related to VIEs at respective dates) | | | [removed: 297] [added: 273] | | | | | | [removed: 213] [added: 297] | | | | | | | | | | | | | | |

| Customers (net of allowance for doubtful accounts of [removed: $445] [added: $418] million and [removed: $166] [added: $445] million at respective dates) (includes [removed: $1.7] [added: $1.9] billion and [removed: $2.5] [added: $1.7] billion related to VIEs, net of allowance for doubtful accounts of [removed: $445] [added: $418] million and [removed: $166] [added: $445] million at respective dates) | | | [removed: 2,048] [added: 2,220] | | | | | | [removed: 2,645] [added: 2,048] | | | | | | | | | | | | | | |

| Accrued unbilled revenue (includes [removed: $1.1] [added: $1.3] billion and [removed: $1.2] [added: $1.1] billion related to VIEs at respective dates) | | | [removed: 1,254] [added: 1,487] | | | | | | [removed: 1,304] [added: 1,254] | | | | | | | | | | | | | | |

| Regulatory balancing accounts | | | [removed: 5,660] [added: 7,227] | | | | | | [removed: 3,264] [added: 5,660] | | | | | | | | | | | | | | |

| Regulatory assets | | | [removed: 300] [added: 234] | | | | | | [removed: 296] [added: 300] | | | | | | | | | | | | | | |

| Other (net of allowance for doubtful accounts of $35 million and $35 million at respective dates) | | | 1,810 | | | | | | 1,494 | | | | | | | | | | | | | | |

| Wildfire self-insurance asset | | | 905 | | | | | | — | | | | | | | | | | | | | | |

| Mandatory convertible preferred stock | | | 1,579 | | | | | | — | | |

| Purchases of self-insurance investments | | | (898) | | | | | | — | | | | | | — | | |

| Mandatory convertible preferred stock issued | | | 1,579 | | | | | | — | | | | | | — | | |

| Common stock issued | | | 1,128 | | | | | | — | | | | | | — | | |

| Common stock dividends paid | | | (86) | | | | | | — | | | | | | — | | |

| Mandatory convertible preferred stock dividends declared but not yet paid | | | 23 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Preferred Stock issued, net | | | 1,579 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 1,579 | | | | | | — | | | | | | 1,579 | | |

| Common stock dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (120) | | | | | | — | | | | | | (120) | | | | | | — | | | | | | (120) | | |

| Preferred stock dividend requirement | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (37) | | | | | | — | | | | | | (37) | | | | | | — | | | | | | (37) | | |

| Balance at December 31, 2024 | | | $ | 1,579 | | | | | 2,193,573,536 | | | | | | $ | 31,555 | | | | | — | | | | | | $ | — | | | | | $ | (2,966) | | | | | $ | (19) | | | | | $ | 30,149 | | | | | $ | 252 | | | | | $ | 30,401 | |

| Electric | | | $ | 17,811 | | | | | $ | 17,424 | | | | | $ | 15,060 | | | | |

| Natural gas | | | 6,608 | | | | | | 7,004 | | | | | | 6,620 | | | | | |

| Cost of electricity | | | 2,261 | | | | | | 2,443 | | | | | | 2,756 | | | | | |

| Cost of natural gas | | | 1,192 | | | | | | 1,754 | | | | | | 2,100 | | | | | |

| 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 | | | | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Other (net of allowance for doubtful accounts of $35 million and $35 million at respective dates) | | | 1,810 | | | | | | 1,495 | | |

| Wildfire self-insurance asset | | | 905 | | | | | | — | | |

| Short-term borrowings | | | $ | 1,523 | | | | | $ | 3,971 | |

| Regulatory balancing accounts | | | 3,169 | | | | | | 1,669 | | |

| Operating lease liabilities | | | 85 | | | | | | 80 | | |

| Financing lease liabilities | | | 577 | | | | | | 259 | | |

| Wildfire-related claims | | | 916 | | | | | | 1,422 | | |

| Regulatory liabilities | | | 19,417 | | | | | | 19,444 | | |

| Asset retirement obligations | | | 5,444 | | | | | | 5,512 | | |

| Operating lease liabilities | | | 434 | | | | | | 518 | | |

| Financing lease liabilities | | | 4 | | | | | | 554 | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2022 | | |

| Depreciation, amortization, and decommissioning | | | 4,189 | | | | | | 3,738 | | | | | | 3,856 | | |

| Bad debt expense | | | 341 | | | | | | 636 | | | | | | 143 | | |

| Allowance for equity funds used during construction | | | (184) | | | | | | (179) | | | | | | (184) | | |

| Wildfire Fund expense | | | 383 | | | | | | 568 | | | | | | 477 | | |

| Disallowed capital expenditures | | | — | | | | | | — | | | | | | 15 | | |

| Reorganization items, net | | | — | | | | | | — | | | | | | (11) | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | |

| Other | | | 1,494 | | | | | | 1,624 | | | | | | | | | | | | | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Reorganization items, net | | | — | | | | | | — | | | | | | (73) | | |

| Proceeds from sale of the SFGO | | | — | | | | | | — | | | | | | 749 | | |

| Credit facilities financing fees | | | — | | | | | | — | | | | | | (9) | | |

| Proceeds from DWR loan, net of performance based incentives earned of $0, $38, and $0 at respective dates | | | — | | | | | | 312 | | | | | | — | | |

| Proceeds from sale of future revenue from transmission tower license sales, net of fees | | | — | | | | | | — | | | | | | 370 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balance at December 31, 2020 | | | 1,984,678,673 | | | | | | $ | 30,224 | | | | | — | | | | | | $ | — | | | | | $ | (9,196) | | | | | $ | (27) | | | | | $ | 21,001 | | | | | $ | 252 | | | | | $ | 21,253 | |

| Treasury stock acquired | | | — | | | | | | — | | | | | | 477,743,590 | | | | | | (4,854) | | | | | | — | | | | | | — | | | | | | (4,854) | | | | | | — | | | | | | (4,854) | | |

| Treasury stock disposition | | | — | | | | | | — | | | | | | (247,743,590) | | | | | | 2,517 | | | | | | — | | | | | | — | | | | | | 2,517 | | | | | | — | | | | | | 2,517 | | |

| Reorganization items, net | | | — | | | | | | — | | | | | | (12) | | | | | |

| Other | | | 1,495 | | | | | | 1,633 | | |

| Reorganization items, net | | | — | | | | | | — | | | | | | (41) | | |

| Balance at December 31, 2020 | | | $ | 258 | | | | | $ | 1,322 | | | | | $ | 28,286 | | | | | $ | (4,385) | | | | | $ | (5) | | | | | $ | 25,476 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

See “AFUDC” below.

(1) Balance includes nuclear fuel inventories.

AFUDC

| Liabilities incurred | | | — | | | | | | 134 | | |

The ARO liability decreased from $5.9 billion as of December 31, 2022 to $5.5 billion as of December 31, 2023, primarily due to a decrease in nuclear decommissioning and hydroelectric facilities ARO.

In the fourth quarter of 2023, the Utility recorded a downward revision to its hydroelectric facilities ARO of $205 million as a result of a revised decommissioning cost estimate.

As of December 31, 2023, the Utility recorded a $253 million downward adjustment to the nuclear decommissioning ARO to reflect the CPUC’s decision to approve Diablo Canyon’s extended operations until 2030 and the conditional award from the DOE’s Civil Nuclear Credit Program.

See “U.S. DOE’s Civil Nuclear Credit Program” below.

The Utility classifies its debt investments held in the nuclear decommissioning trusts as available-for-sale.

Since the Utility’s nuclear decommissioning trust assets are managed by external investment managers, the Utility does not have the ability to sell its investments at its discretion.

Therefore, all unrealized losses are considered other-than-temporary impairments.

| Total deduction to Operating Expenses | | | (214) | | | | | | (38) | | |

(1) On January 11, 2024, the Utility received $233 million in disbursements from the DWR.

On July 20, 2022, PG&E Wildfire Recovery Funding LLC issued $3.9 billion aggregate principal amount of senior secured recovery bonds (the “Series 2022-B Recovery Bonds”).

The Lease required the Landlord to pursue approvals to subdivide the real estate it owns surrounding the Lakeside Building to create a separate legal parcel that contains the Lakeside Building (the “Property”) that can be sold to the Utility, and the process of subdividing the real estate was completed on February 6, 2023.

Additionally, the $75 million option payment letter of credit was returned to the Utility.

| | | | | | | | | |

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| | | | | | |

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of December 31, [removed: 2023,] [added: 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 [removed: 1934] [added: 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 report, together with the report of the independent registered public accounting firm, appears in Item 8 of this [removed: 2023] [added: 2024] Form 10-K under the heading “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

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, [removed: 2023,] [added: 2024,] based on criteria established in *Internal Control* — *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2023] [added: 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.

[removed: Poppe,] [added: Santos,] who serves as the [removed: Chief] Executive [removed: Officer of PG&E Corporation] [added: Vice President] and [removed: serves on each of PG&E Corporation’s] [added: Chief Customer] and [removed: the Utility’s Boards] [added: Enterprise Solutions Officer] of [removed: Directors,] [added: 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 [removed: up to 59,000] [added: an indeterminate number of] shares of PG&E Corporation common stock.

The trading arrangement will terminate on the earlier of December [removed: 11, 2024] [added: 16, 2025] or the execution of the sale of all [removed: 59,000] [added: 6,800] shares.

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.

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.

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.

On December 11, 2023, Patricia K.

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 [removed: 2023] [added: 2024] Form 10-K.

Other information required by this Item 10 will be included in the Joint Proxy Statement relating to the [removed: 2024] [added: 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 [removed: “Section] [added: “Delinquent Section] 16(a) [removed: Beneficial Ownership Reporting Compliance,”)] [added: Reports,”)] and “User Guide” (under the subheading [removed: “2024] [added: “2025] Annual Meetings,”) which information is incorporated herein by reference.

Each of these documents is available on PG&E Corporation’s website at [removed: https://www.pgecorp.com/about/corporate-governance/company-policies-and-bylaws.html] [added: https://www.pgecorp.com/about/corporate-governance.html] or https://www.pgecorp.com/about/compliance-and-ethics.html.

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.

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 - [removed: 2023,”] [added: 2024,”] “Grants of Plan-Based Awards in [removed: 2023,”] [added: 2024,”] “Outstanding Equity Awards at Fiscal Year End - [removed: 2023,”] [added: 2024,”] “Option Exercises and Stock Vested during [removed: 2023,”] [added: 2024,”] “Pension Benefits - [removed: 2023,”] [added: 2024,”] “Non-Qualified Deferred Compensation - [removed: 2023,”] [added: 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 - [removed: 2023,”] [added: 2024,”] in the Joint Proxy Statement relating to the [removed: 2024] [added: 2025] Annual Meetings of Shareholders, which information is incorporated herein by reference.

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 [removed: 2024] [added: 2025] Annual Meetings of Shareholders, which information is incorporated herein by reference.

The following table provides information as of December 31, [removed: 2023] [added: 2024] concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

(1) Includes [removed: 160] [added: 161] phantom stock units, [removed: 9,381,402] [added: 9,541,306] restricted stock units and [removed: 10,218,386] [added: 12,443,975] performance shares.

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 [removed: 2021, reflects] [added: 2022, amounts reflect] the estimated payout percentage of [removed: 100%] [added: 110%] for performance shares using operational and financial metrics, and [removed: 100%] [added: 200%] of target for the total shareholder return metric.

(2) This is the weighted average exercise price for the [removed: 1,396,261] [added: 743,963] options outstanding as of December 31, [removed: 2023.][added: 2024.]

(3) Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, [removed: 2023.][added: 2024.]

| Equity compensation plans approved by shareholders | | | | | | 22,729,405 | | | (1) | | | | | | $ | 41.27 | | (2) | | | | | | 55,900,800 | | | (3) | | |

| Total equity compensation plans | | | | | | 22,729,405 | | | (1) | | | | | | $ | 41.27 | | (2) | | | | | | 55,900,800 | | | (3) | | |

| Equity compensation plans approved by shareholders | | | | | | 20,996,210 | | | (1) | | | | | | $ | 45.72 | | (2) | | | | | | 61,716,764 | | | (3) | | |

| Total equity compensation plans | | | | | | 20,996,210 | | | (1) | | | | | | $ | 45.72 | | (2) | | | | | | 61,716,764 | | | (3) | | |

For 2019 performance-based stock options, amounts reflected in this table reflect actual payout of 102%.

Information responding to Item 13, for each of PG&E Corporation and the Utility, will be included under the headings “Related [removed: Party] [added: Person] Transactions,” “Independence,” and “Committee Membership Requirements” in the Joint Proxy Statement relating to the [removed: 2024] [added: 2025] Annual Meetings of Shareholders, which information is incorporated herein by reference.

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 [removed: 2024] [added: 2025] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Consolidated Statements of Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021] [added: 2022] for Pacific Gas and Electric Company.

Consolidated Financial Information of PG&E Corporation (“Parent”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] and for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, [added: 2024,] 2023, [removed: 2022,] and [removed: 2021.][added: 2022.]

| 3.1 | | | | | | [Conformed Version of Amended and Restated Articles of Incorporation of PG&E Corporation, filed June 22, 2020, as amended by the Certificate of Amendment of Articles of Incorporation of PG&E Corporation, filed May 24, 2022 (incorporated by reference to PG&E Corporation’s Form 10-K [removed: dated] [added: for the year ended] December 31, 2022 (File No. 1-12609), Exhibit [removed: 3.1)](https://www.sec.gov/Archives/edgar/data/1004980/000100498023000029/exhibit-31x12312022.htm)] [added: 3.1)](https://www.sec.gov/Archives/edgar/data/75488/000100498023000029/exhibit-31x12312022.htm)] | | |

| [removed: 3.2] [added: 3.3] | | | | | | [Bylaws of PG&E Corporation, Amended and Restated as of [removed: May 18, 2023] [added: December 12, 2024] (incorporated by reference to PG&E Corporation’s Form 8-K dated [removed: May 18, 2023] [added: December 12, 2024] (File No. 1-12609), Exhibit [removed: 3.1)](http://www.sec.gov/Archives/edgar/data/75488/000130817923000870/ex3-1_corpbylaws.htm)] [added: 3.1)](https://www.sec.gov/Archives/edgar/data/75488/000183988224045364/ex3-1.htm)] | | |

| [removed: 3.3] [added: 3.4] | | | | | | [Amended and Restated Articles of Incorporation of Pacific Gas and Electric Company, effective as of June 22, 2020 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 20, 2020 (File No. 1-2348), Exhibit 3.2)](https://www.sec.gov/Archives/edgar/data/75488/000095015720000795/ex3-2.htm) | | |

| [removed: 3.4] [added: 3.5] | | | | | | [Bylaws of Pacific Gas and Electric Company, Amended and Restated as of [removed: May 18, 2023] [added: December 12, 2024] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: May 18, 2023] [added: December 12, 2024] (File No. 1-2348), Exhibit [removed: 3.2)](http://www.sec.gov/Archives/edgar/data/75488/000130817923000870/ex3-2_utilitybylaws.htm)] [added: 3.2)](https://www.sec.gov/Archives/edgar/data/75488/000183988224045364/ex3-2.htm)] | | |

| 4.1 (a) | | | | | | [Description of PG&E Corporation’s Securities - Common [removed: Stock](https://www.sec.gov/Archives/edgar/data/1004980/000100498024000014/exhibit41a-12312023.htm)] [added: Stock and Preferred Stock](https://www.sec.gov/Archives/edgar/data/1004980/000100498025000010/exhibit41a-12312024.htm)] | | |

| 4.1 (b) | | | | | | [Description of Pacific Gas and Electric Company’s Securities - Preferred [removed: Stock](https://www.sec.gov/Archives/edgar/data/1004980/000100498024000014/exhibit41b-12312023.htm)] [added: Stock](https://www.sec.gov/Archives/edgar/data/1004980/000100498025000010/exhibit41b-12312024.htm)] | | |

| 4.2.7 | | | | | | [Twenty-Fourth Supplemental Indenture, dated as of November 6, 2014 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 6, 2014 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312514399956/d817490dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/75488/000119312514399956/d817490dex41.htm))] | | |

| 4.2.12 | | | | | | [Twenty-Ninth Supplemental Indenture, dated as of March 10, 2017 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 10, 2017 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312517077796/d179984dex41.htm)] [added: 4.1](https://www.sec.gov/Archives/edgar/data/75488/000119312517077796/d179984dex41.htm))] | | |

| 4.5.8 | | | | | | [Ninth Supplemental Indenture, dated as of June 3, 2021, to the Indenture of Mortgage (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 1, 2021 (File No. 12348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521180737/d422632dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312521180737/d422632dex41.htm)] | | |

| 4.5.9 | | | | | | [Tenth Supplemental Indenture, dated as of June 22, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 22, 2021 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521196851/d149177dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312521196851/d149177dex41.htm)] | | |

| 4.5.11 | | | | | | [Twelfth Supplemental Indenture, dated as of November 15, 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 10, 2021 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521329890/d238028dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312521329890/d238028dex41.htm)] | | |

| 4.5.18 | | | | | | [Nineteenth Supplemental Indenture, dated as of March 30, 2023 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 28, 2023 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523085601/d451112dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523085601/d451112dex41.htm)] | | |

| 4.5.19 | | | | | | [Twentieth Supplemental Indenture, dated as of June 5, 2023 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 1, 2023 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523160746/d502991dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523160746/d502991dex41.htm)] | | |

| 4.5.20 | | | | | | [Twenty-First Supplemental Indenture, dated as of November 8, [removed: 2023, to the Indenture of Mortgage, dated as of June 19, 2020] [added: 2023] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 6, 2023 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523273605/d88970dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523273605/d88970dex41.htm)] | | |

| 4.5.21 | | | | | | [Twenty-Second Supplemental Indenture, dated as of November 15, 2023 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 15, 2023 (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523280664/d492663dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523280664/d492663dex41.htm)] | | |

| 4.5.22 | | | | | | [Twenty-Third Supplemental Indenture, dated as of December 21, [removed: 2023](https://www.sec.gov/Archives/edgar/data/1004980/000100498024000014/exhibit4522-12312023.htm)] [added: 2023 (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2023 (File No. 1-2348, Exhibit 4.5.22)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000014/exhibit4522-12312023.htm)] | | |

| [removed: 4.6] [added: 4.7] | | | | | | [Indenture, dated as of June 23, 2020, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to PG&E Corporation’s Form 8-K dated June 19, 2020 (File No. 1-12609), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312520176475/d921073dex41.htm) | | |

| [removed: 4.6.1] [added: 4.7.1] | | | | | | [First Supplemental Indenture, dated as of June 23, 2020 (incorporated by reference to PG&E Corporation’s Form 8-K dated June 19, 2020 (File No. 1-2609), Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312520176475/d921073dex42.htm) | | |

| [removed: 4.7] [added: 4.8] | | | | | | [Indenture, dated as of December 4, 2023, among PG&E Corporation, The Bank of New York Mellon Trust Company, N.A., as trustee and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to PG&E Corporation’s Form 8-K dated December 4, 2023 (File No. 1-12609), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523288500/d569271dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523288500/d569271dex41.htm)] | | |

| 10.2 | | | | | | [Equity Distribution Agreement, dated as of April 30, 2021, among PG&E Corporation, Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC, as sales agents and forward sellers, and Barclays Bank PLC, Bank of America, N.A., Credit Suisse Capital LLC and Wells Fargo Bank, National Association, as forward purchasers (incorporated by reference to PG&E Corporation’s Form 8-K dated April 30, 2021 (File [removed: No.] [added: No] 1-12609), Exhibit 1.1)](https://www.sec.gov/Archives/edgar/data/75488/000095015721000474/ex1-1.htm) | | |

| [removed: 10.3] [added: 10.4] | | | | | | [Pledge Agreement, dated as of July 1, 2020, among PG&E Corporation, J.P. Morgan Chase Bank, N.A., as collateral agent, revolving administrative agent and term administrative agent, The Bank of New York Mellon Trust Company, N.A., and the secured representatives [removed: party] [added: part] thereto from time to time (incorporated by reference to PG&E Corporation’s Form 8-K dated June 30, 2020 (File No. 1-12609), Exhibit 4.8)](https://www.sec.gov/Archives/edgar/data/75488/000119312520185803/d947912dex48.htm) | | |

| [removed: 10.4] [added: 10.9] | | | | | | [Pledge Agreement, dated as of October 5, 2020, between Pacific Gas and Electric Company and MUFG Bank, Ltd. (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated October 5, 2020 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312520265890/d27976dex41.htm) | | |

| [removed: 10.5] [added: 10.3] | | | | | | [Credit Agreement, dated as of July 1, 2020, among PG&E Corporation, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, and JPMorgan Chase Bank, N.A., as collateral agent (incorporated by reference to [removed: Pacific Gas and Electric Company’s] [added: PG&E Corporation’s] Form 8-K dated June 30, 2020 (File No. [removed: 1-2348),] [added: 1-12609),] Exhibit 10.3)](https://www.sec.gov/Archives/edgar/data/75488/000119312520185803/d947912dex103.htm) | | |

| [removed: 10.5.1] [added: 10.3.1] | | | | | | [Amendment No. 1 to Credit Agreement, dated as of June 22, 2021, among PG&E Corporation, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent (incorporated by reference to PG&E Corporation’s Form 8-K dated June 22, 2021 (File No. 1-12609), Exhibit [removed: 10.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521196851/d149177dex101.htm)] [added: 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312521196851/d149177dex101.htm)] | | |

| [removed: 10.5.2] [added: 10.3.2] | | | | | | [Amendment No. 2 to Credit Agreement, dated as of October 4, 2022, among PG&E Corporation, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended September 30, 2022 (File No. 1-12609), Exhibit 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000100498022000133/exhibit102-09302022.htm) | | |

| [removed: 10.5.3] [added: 10.3.3] | | | | | | [Amendment No. 3 to Credit Agreement, dated as of June 22, [removed: 2023] [added: 2023,] 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., administrative agent (incorporated by reference to PG&E Corporation’s Form 8-K dated June 22, 2023 (File No. 1-12609), Exhibit [removed: 10.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523175133/d461135dex101.htm)] [added: 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312523175133/d461135dex101.htm)] | | |

| [removed: 10.6] [added: 10.3.4] | | | | | | [removed: [Term Loan] [added: [Amendment No. 4 to] Credit Agreement, dated as of [removed: June 23, 2020,] [added: July 25, 2024,] among PG&E Corporation, [removed: J.P. Morgan] [added: the lenders party thereto, and JPMorgan] Chase Bank, [removed: N.A.,] [added: N.A.] as administrative [removed: agent, and the lenders party thereto] [added: agent] (incorporated by reference to PG&E Corporation’s Form [removed: 8-K dated June 19, 2020] [added: 10-Q for the quarter ended September 30, 2024] (File No. 1-12609), Exhibit [removed: 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312520176475/d921073dex101.htm)] [added: 10.6)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000121/exhibit106-09302024.htm)] | | |

| [removed: 10.6.1] [added: 10.6.3] | | | | | | [removed: [Repricing Amendment,] [added: [Amendment No. 3 to Credit Agreement,] dated as of [removed: February 1, 2021,] [added: April 16, 2024,] among [removed: PG&E Corporation, the Consenting Lenders,] [added: Pacific Gas and Electric Company,] the [removed: New Lenders (each as defined therein)] [added: lenders party thereto] and [removed: JPMorgan Chase Bank, N.A,] [added: Bank of America, N.A.,] as administrative agent (incorporated by reference to [removed: PG&E Corporation’s] [added: Pacific Gas and Electric Company’s] Form 10-Q for the quarter ended March 31, [removed: 2021] [added: 2024] (File No. [removed: 1-12609),] [added: 1-2348)] Exhibit [removed: 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000100498021000013/exhibit102-033121.htm)] [added: 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000056/exhibit101-03312024.htm)] | | |

| [removed: 10.6.2] [added: 10.24] | | | [added: *] | | | [removed: [Amendment No. 2 to Term Loan Credit Agreement, dated as of June 21, 2023, between PG&E] [added: [PG&E] Corporation [removed: and JPMorgan Chase Bank, N.A.,] [added: Short-Term Incentive Plan,] as [removed: administrative agent] [added: amended effective as of May 16, 2023] (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended June 30, 2023 (File No. 1-12609), Exhibit [removed: 10.2)](https://www.sec.gov/Archives/edgar/data/1004980/000100498023000135/exhibit102-06302023.htm)] [added: 10.8)](https://www.sec.gov/Archives/edgar/data/75488/000100498023000135/exhibit108-06302023.htm)] | | |

| [removed: 10.6.3] [added: 10.6] | | | | | | [removed: [Amendment No. 3 to Term] [added: [Term] Loan Credit Agreement, dated as of [removed: December 8, 2023,] [added: April 20, 2022,] among [removed: PG&E Corporation, JPMorgan Chase Bank, N.A., as administrative agent] [added: Pacific Gas] and [added: Electric Company,] the [added: several] lenders [removed: party] [added: from time to time parties] thereto [added: and Bank of America, N.A., as administrative agent] (incorporated by reference to [removed: PG&E Corporation’s] [added: Pacific Gas and Electric Company’s] Form 8-K dated [removed: December 8, 2023] [added: April 20, 2022] (File No. [removed: 1-12609),] [added: 1-2348),] Exhibit [removed: 10.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523291746/d636341dex101.htm)] [added: 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312522113240/d715736dex101.htm)] | | |

| [removed: 10.7] [added: 10.5] | | | | | | [Credit Agreement, dated as of July 1, 2020, among Pacific Gas and Electric Company, the several lenders from time to time party thereto, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents, and Citibank, N.A., as designated agent (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 30, 2020 (File No. 1-2348), Exhibit 10.4)](https://www.sec.gov/Archives/edgar/data/75488/000119312520185803/d947912dex104.htm) | | |

| [removed: 10.7.1] [added: 10.5.1] | | | | | | [Amendment No. 1 to Credit Agreement, dated as of June 22, 2021, among Pacific Gas and Electric Company, the several banks and other financial institutions or entities party thereto from time to time, JPMorgan Chase Bank, N.A. and Citibank, N.A., as co-administrative agents and Citibank, N.A,, as designated agent (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 22, 2021 (File No. 1-2348), Exhibit [removed: 10.2)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521196851/d149177dex102.htm)] [added: 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312521196851/d149177dex102.htm)] | | |

| 3.2 | | | | | | [Certificate of Determination of 6.000% Series A Mandatory Convertible Preferred Stock of PG&E Corporation, filed with the Secretary of State of the State of California and effective as of December 5, 2024 (incorporated by reference to PG&E Corporation’s Form 8-K dated December 2, 2024 (File No. 1-12609) , Exhibit 3.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312524271513/d917505dex31.htm) | | |

| 4.1 (c) | | | | | | [Form of Certificate for 6.000% Series A Mandatory Convertible Preferred Stock (included within Exhibit 3.2 above) (incorporated by reference to PG&E Corporation’s Form 8-K dated December 2, 2024 (File No. 1-2609), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312524271513/d917505dex31.htm) | | |

| 4.6 | | | | | | [Note Purchase Agreement dated January 17, 2025, among Pacific Gas and Electric Company, the U.S. Department of Energy, acting by and through the Secretary of Energy, and the Federal Financing Bank (redacted) (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated January 17, 2025 (File No. 1-2348), Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312525009579/d858084dex42.htm) | | |

| 4.6.1 | | | | | | [Future Advance Promissory Note dated January 17, 2025, made by Pacific Gas and Electric Company to the Federal Financing Bank (redacted) (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated January 17, 2025 (File No. 1-2348), Exhibit 4.3)](https://www.sec.gov/Archives/edgar/data/75488/000119312525009579/d858084dex43.htm) | | |

| 4.9 | | | | | | [Subordinated Note Indenture, dated as of September 11, 2024, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to PG&E Corporation’s Form 8-K dated September 9, 2024 (File No. 1-12609), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312524217249/d692150dex41.htm) | | |

| 4.9.1 | | | | | | [First Supplemental Indenture, dated as of September 11, 2024 (incorporated by reference to PG&E Corporation’s Form 8-K dated September 9, 2024 (File No. 1-12609), Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312524217249/d692150dex42.htm) | | |

| 10.5.4 | | | | | | [Amendment No. 4 to Credit Agreement, dated as of July 25, 2024, among Pacific Gas and Electric Company, the lenders party thereto, Citibank, N.A., as administrative agent and designated agent (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended September 30, 2024 (File No. 1-12609), Exhibit 10.5)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000121/exhibit105-09302024.htm) | | |

| 10.6.1 | | | | | | [Amendment No. 1 to Credit Agreement, dated as of September 23, 2022, among Pacific Gas and Electric Company, the several lenders from time to time party thereto and Bank of America, N.A., as administrative agent (incorporated by reference to Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2022 (File No. 1-2348) Exhibit (10.37)](https://www.sec.gov/Archives/edgar/data/75488/000100498023000029/exhibit-1037x12312022.htm) | | |

| 10.8.10 | | | | | | [Amendment No. 10 to Receivables Financing Agreement, dated as of December 8, 2023, among PG&E AR Facility, LLC, as borrower, Pacific Gas and Electric Company, in its capacity as initial servicer, the financial institutions from time to time party thereto and listed therein as lenders and MUFG Bank, Ltd., as administrative agent (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2024 (File No. 1-2348), Exhibit 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000056/exhibit102-03312024.htm) | | |

| 10.8.11 | | | | | | [Amendment No. 11 to Receivables Financing Agreement, dated as of March 28, 2024, among PG&E AR Facility, LLC, as borrower, Pacific Gas and Electric Company, in its capacity as initial servicer, the financial institutions from time to time party thereto and listed therein as lenders and MUFG Bank, Ltd., as administrative agent (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2024 (File No. 1-2348), Exhibit 10.3)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000056/exhibit103-03312024.htm) | | |

| 10.8.12 | | | | | | [Amendment No. 12 to Receivables Financing Agreement, dated as of June 26, 2024, among PG&E AR Facility, LLC, as borrower, Pacific Gas and Electric Company, in its capacity as initial servicer, the financial institutions from time to time party thereto and listed therein as lenders and MUFG Bank, Ltd., as administrative agent (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended June 30, 2024 (File No. 1-2348), Exhibit 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000107/exhibit102-06302024.htm) | | |

| 10.10.1 | | | | | | [Update to Schedule 1 to Collection Account Intercreditor Agreement, dated as of March 28, 2024, among Pacific Gas and Electric Company, PG&E Recovery Funding LLC, PG&E Wildfire Recovery Funding LLC, Citibank, N.A., MUFG Bank Ltd., and The Bank of New York Mellon Trust Company, N.A. (redacted) (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2024 (File No. 1-2348) Exhibit 10.4)](https://www.sec.gov/Archives/edgar/data/75488/000100498024000056/exhibit104-03312024.htm) | | |

| 10.17 | | | * | | | [Offer Letter, between PG&E Corporation and Patricia K. Poppe, effective November 13, 2020 (incorporated by reference to PG&E Corporation’s Form 8-K dated November 18, 2020 (File No. 1-12609), Exhibit 10.1)](https://www.sec.gov/Archives/edgar/data/75488/000095015720001363/ex10-1.htm) | | |

| 10.49 | | | * | | | [PG&E Corporation 2010 Executive Stock Ownership Guidelines, as amended effective as of December 11, 2024](https://www.sec.gov/Archives/edgar/data/1004980/000100498025000010/exhibit1049-12312024.htm) | | |

| 19 | | | | | | [Insider Trading Standard](https://www.sec.gov/Archives/edgar/data/1004980/000100498025000010/exhibit19-12312024.htm) | | |

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| 10.19 | | | | | | [Recovery Property Purchase and Sale Agreement, dated as of May 10, 2022, between PG&E Wildfire Recovery Funding LLC and Pacific Gas and Electric Company, as Seller (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 6, 2022 (File No. 1-2348), Exhibit 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312522146523/d290310dex102.htm) | | |

| 10.22 | | | | | | [Recovery Property Purchase and Sale Agreement, dated as of July 20, 2022, between PG&E Wildfire Recovery Funding LLC and Pacific Gas and Electric Company, as Seller (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated July 15, 2022 (File No. 1-2348), Exhibit 10.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312522199190/d344215dex102.htm) | | |

| 10.65 | | | * | | | [Consent to Amend Award Agreement, dated as of August 14, 2022, between PG&E Corporation and John R. Simon (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended September 30, 2022 (File No. 1-12609), Exhibit 10.12)](https://www.sec.gov/Archives/edgar/data/75488/000100498022000133/exhibit1012-09302022.htm) | | |

| 97.1 | | | | | | [PG&E Corporation and Pacific Gas and Electric Company Dodd-Frank Clawback Policy](https://www.sec.gov/Archives/edgar/data/1004980/000100498024000014/exhibit971-12312023.htm) | | |

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, [removed: 2023] [added: 2024] to be signed on their behalf by the undersigned, thereunto duly authorized.

| Date: | | | February [removed: 21, 2024] [added: 12, 2025] | | | Date: | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | | | | Date: | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ PATRICIA K. POPPE | | | | | | Chief Executive Officer | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ SUMEET SINGH | | | | | | Executive Vice President, Operations and Chief Operating Officer | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ MARLENE M. SANTOS | | | | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ JASON M. GLICKMAN | | | | | | Executive Vice President, Engineering, Planning, and Strategy | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ CAROLYN J. BURKE | | | | | | Executive Vice President and Chief Financial Officer | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |

| | | | /s/ STEPHANIE N. WILLIAMS | | | | | | Vice President and Controller (PG&E Corporation) | | | | | | February [removed: 21, 2024] [added: 12, 2025] | | |