PG&E Corp - Quarter Report: 2024 September (Form 10-Q)

Proceeds from sales and maturities of nuclear decommissioning trust investments Purchases of nuclear decommissioning trust investments()()Proceeds from sales and maturities of customer credit trust investments Purchases of customer credit investments() Purchases of self-insurance investments() Other

Net cash used in investing activities

()()Cash Flows from Financing Activities Borrowings under credit facilities Repayments under credit facilities()()Repayments under term loan credit facilities()

Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $ and $ at respective dates

Proceeds from issuance of AB 1054 recovery bonds, net of financing fees

of $ and $ at respective dates

Short-term debt financing, net of issuance costs of $ and $ at respective dates

Repayments of long-term debt()()Repayment of AB 1054 recovery bonds()()Repayment of SB 901 recovery bonds()()Common stock dividends paid() Proceeds from DWR loan


Other	()	()
Net cash provided by financing activities
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents
Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1
Cash, cash equivalents, restricted cash, and restricted cash equivalents at September 30	$	$
Less: Restricted cash and restricted cash equivalents	()	()
Cash and cash equivalents at September 30	$	$


Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amounts capitalized	$	()	$	()
Supplemental disclosures of noncash investing and financing activities
Capital expenditures financed through accounts payable	$		$
Operating lease liabilities arising from ROU assets
Financing lease liabilities arising from obtaining ROU assets
Reclassification of operating lease liabilities to financing lease liabilities
Changes to PG&E Corporation common stock and treasury stock in connection with share exchanges with the Fire Victim Trust			()
DWR loan forgiveness and performance-based disbursements
Common stock dividends declared but not yet paid

See accompanying Notes to the Condensed Consolidated Financial Statements.

PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in millions, except share amounts)

Common Stock

Treasury Stock

Reinvested
Earnings

Accumulated
Other
Comprehensive Income
(Loss)

Total
Shareholders'
Equity

Non-
controlling
Interest -
Preferred
Stock of
Subsidiary

Total
Equity

Amount

Balance at December 31, 2023

()

Net income

—

Other comprehensive loss

—

()

—

()

Common stock issued, net

—

Stock-based compensation amortization

—

()

—

()

—

()

Common stock dividends declared

—

()

—

()

—

()

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at March 31, 2024

()

Net income

—

Common stock issued, net

—

Stock-based compensation amortization

—

Common stock dividends declared

—

()

—

()

—

()

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at June 30, 2024

()

Net income

—

Other comprehensive income

—

Common stock issued, net

—

Stock-based compensation amortization

—

Common stock dividends declared

—

()

—

()

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at September 30, 2024

()

PG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(in millions, except share amounts)

Common Stock

Treasury Stock

Reinvested
Earnings

Accumulated
Other
Comprehensive Income
(Loss)

Total
Shareholders'
Equity

Non-
controlling
Interest -
Preferred
Stock of
Subsidiary

Total
Equity

Amount

Balance at December 31, 2022

()

Net income

—

Other comprehensive income

—

Common stock issued, net

()

—

()

—

()

Treasury stock disposition

—

()

—

Stock-based compensation amortization

—

()

—

()

—

()

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at March 31, 2023

()

Net income

—

Common stock issued, net

()

—

()

—

()

Treasury stock disposition

—

()

—

Stock-based compensation amortization

—

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at June 30, 2023

()

Net income

—

Other comprehensive loss

—

()

—

()

Common stock issued, net

()

—

()

—

()

Treasury stock disposition

—

()

—

Stock-based compensation amortization

—

Preferred stock dividend requirement of subsidiary

—

()

—

()

—

()

Balance at September 30, 2023

()

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in millions)


	(Unaudited)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Operating Revenues
Electric	$	$	$	$
Natural gas
Total operating revenues
Operating Expenses
Cost of electricity
Cost of natural gas
Operating and maintenance
SB 901 securitization charges, net
Wildfire-related claims, net of recoveries		()		()
Wildfire Fund expense
Depreciation, amortization, and decommissioning
Total operating expenses
Operating Income
Interest income
Interest expense	()	()	()	()
Other income, net
Income Before Income Taxes
Income tax provision (benefit)	()	()		()
Net Income
Preferred stock dividend requirement
Income Available for Common Stock	$	$	$	$

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in millions)


	(Unaudited)
	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Net Income	$	$	$	$
Other Comprehensive Income
Pension and other post-retirement benefit plans obligations (net of taxes of $, $, $, and $, respectively)
Net unrealized gains (losses) on available-for-sale securities (net of taxes of $, $, $, and $, respectively)		()
Total other comprehensive income (loss)		()
Comprehensive Income	$	$	$	$

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions)


	(Unaudited)
	Balance at
	September 30, 2024	December 31, 2023
ASSETS
Current Assets
Cash and cash equivalents	$	$
Restricted cash and restricted cash equivalents (includes $ million and $ million related to VIEs at respective dates)
Accounts receivable
Customers (net of allowance for doubtful accounts of $ million and $ million at respective dates) (includes $ billion and $ billion related to VIEs, net of allowance for doubtful accounts of $ million and $ million at respective dates)
Accrued unbilled revenue (includes $ billion and $ billion related to VIEs at respective dates)
Regulatory balancing accounts
Other (net of allowance for doubtful accounts of $ million and $ million at respective dates)
Regulatory assets
Inventories
Gas stored underground and fuel oil
Materials and supplies
Wildfire Fund asset
Other
Total current assets
Property, Plant, and Equipment
Electric
Gas
Construction work in progress
Financing lease ROU asset and other
Total property, plant, and equipment
Accumulated depreciation	()	()
Net property, plant, and equipment
Other Noncurrent Assets
Regulatory assets
Customer credit trust
Nuclear decommissioning trusts
Operating lease ROU asset
Wildfire Fund asset
Income taxes receivable
Other (includes noncurrent accounts receivable of $ million and $ related to VIEs, net of noncurrent allowance for doubtful accounts of $ million and $ at respective dates)
Total other noncurrent assets
TOTAL ASSETS	$	$

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share amounts)


	(Unaudited)
	Balance at
	September 30, 2024	December 31, 2023
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities
Short-term borrowings	$	$
Long-term debt, classified as current (includes $ million and $ million related to VIEs at respective dates)
Accounts payable
Trade creditors
Regulatory balancing accounts
Other
Operating lease liabilities
Financing lease liabilities
Interest payable (includes $ million and $ million related to VIEs at respective dates)
Wildfire-related claims
Other
Total current liabilities
Noncurrent Liabilities
Long-term debt (includes $ billion and $ billion related to VIEs at respective dates)
Regulatory liabilities
Pension and other postretirement benefits
Asset retirement obligations
Deferred income taxes
Operating lease liabilities
Financing lease liabilities
Other
Total noncurrent liabilities
Shareholders’ Equity
Preferred stock
Common stock, $ par value, authorized shares; shares outstanding at respective dates
Additional paid-in capital
Reinvested earnings	()	()
Accumulated other comprehensive loss	()	()
Total shareholders’ equity
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	$

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)


	(Unaudited)
	Nine Months Ended September 30,
	2024	2023
Cash Flows from Operating Activities
Net income	$	$
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation, amortization, and decommissioning
Bad debt expense
Allowance for equity funds used during construction	()	()
Deferred income taxes and tax credits, net		()
Wildfire Fund expense
Other
Effect of changes in operating assets and liabilities:
Accounts receivable	()
Wildfire-related insurance receivable
Inventories		()
Accounts payable
Wildfire-related claims	()	()
Other current assets and liabilities	()
Regulatory assets, liabilities, and balancing accounts, net		()
Other noncurrent assets and liabilities	()	()
Net cash provided by operating activities
Cash Flows from Investing Activities
Capital expenditures	()	()
Proceeds from sales and maturities of nuclear decommissioning trust investments
Purchases of nuclear decommissioning trust investments	()	()
Proceeds from sales and maturities of customer credit trust investments
Purchases of customer credit investments	()
Purchases of self-insurance investments	()
Other
Net cash used in investing activities	()	()
Cash Flows from Financing Activities
Borrowings under credit facilities
Repayments under credit facilities	()	()
Repayments under term loan credit facilities	()
Proceeds from issuance of long-term debt, net of premium, discount and issuance costs of $ and $ at respective dates


Proceeds from issuance of AB 1054 recovery bonds, net of financing fees of $ and $ at respective dates
Short-term debt financing, net of issuance costs of $ and $ at respective dates
Repayments of long-term debt	()	()
Repayment of AB 1054 recovery bonds	()	()
Repayment of SB 901 recovery bonds	()	()
Preferred stock dividends paid	()	()
Common stock dividends paid	()	()
Equity contribution from PG&E Corporation
Proceeds from DWR loan
Other	()	()
Net cash provided by financing activities
Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents		()
Cash, cash equivalents, restricted cash, and restricted cash equivalents at January 1
Cash, cash equivalents, restricted cash, and restricted cash equivalents at September 30	$	$
Less: Restricted cash and restricted cash equivalents	()	()
Cash and cash equivalents at September 30	$	$


Supplemental disclosures of cash flow information
Cash paid for:
Interest, net of amounts capitalized	$	()	$	()
Supplemental disclosures of noncash investing and financing activities
Capital expenditures financed through accounts payable	$		$
Operating lease liabilities arising from obtaining ROU assets
Financing lease liabilities arising from obtaining ROU assets
Reclassification of operating lease liabilities to financing lease liabilities
DWR loan forgiveness and performance-based disbursements

See accompanying Notes to the Condensed Consolidated Financial Statements.

PACIFIC GAS AND ELECTRIC COMPANY

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(in millions)

Preferred
Stock

Common
Stock

Additional
Paid-in
Capital

Reinvested
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareholders'
Equity

Balance at December 31, 2023

()

Net income

—

Other comprehensive loss

—

()

Equity contribution

—

Common stock dividend

—

()

—

()

Preferred stock dividend requirement

—

()

—

()

Balance at March 31, 2024

()

Net income

—

Equity contribution

—

Common stock dividend

—

()

—

()

Preferred stock dividend requirement

—

()

—

()

Balance at June 30, 2024

()

Net income

—

Other comprehensive income

—

Equity contribution

—

Common stock dividend

—

()

—

()

Preferred stock dividend requirement

—

()

—

()

Balance at September 30, 2024

()

Preferred
Stock

Common
Stock

Additional
Paid-in
Capital

Reinvested
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Total
Shareholders'
Equity

Balance at December 31, 2022

()

Net income

—

Other comprehensive income

—

Equity contribution

—

Common stock dividend

—

()

—

()

Preferred stock dividend requirement

—

()

—

()

Balance at March 31, 2023

()

Net income

—

Equity contribution

—

Common stock dividend

—

()

—

()

Preferred stock dividend requirement

—

()

—

()

Balance at June 30, 2023

()

(1) Includes $ million and $ million of returns on investments in the customer credit trust expected to be credited to customers for the nine months ended September 30, 2024 and 2023, respectively.

NOTE 6:

% equity on average. The CPUC has granted the Utility a temporary waiver from compliance with its authorized capital structure until 2025 for the financing in place upon the Utility’s emergence from Chapter 11.

Subject to the foregoing restrictions, any decision to declare and pay dividends in the future will be made at the discretion of PG&E Corporation’s and the Utility’s Boards of Directors and will depend on, among other things, results of operations, financial condition, cash requirements, contractual restrictions and other factors that the Boards of Directors may deem relevant.

million, which were paid on May 15 and August 15, 2024, respectively, to holders of record as of April 30 and July 31, 2024. On September 19, 2024, the Board of Directors of the Utility declared dividends on its outstanding series of preferred stock totaling $ million, payable on November 15, 2024, to holders of record as of October 31, 2024.

On each of February 13, May 16, and September 19, 2024, the Board of Directors of the Utility declared common stock dividends of $ million, $ million, and $ million, which were paid to PG&E Corporation on March 25, June 3, and September 20, 2024, respectively.

PG&E Corporation

per share, each declaration totaling $ million, which were paid on April 15, July 15, and October 15, 2024, to holders of record as of March 28, June 28 and September 30, 2024, respectively.

NOTE 7:

$ $ $ Weighted average common shares outstanding, basic Add incremental shares from assumed conversions:Employee share-based compensation Equity units Weighted average common shares outstanding, diluted Total income per common share, diluted$ $ $ $

For each of the periods presented above, the calculation of outstanding common shares on a diluted basis excluded an insignificant amount of options and securities that were antidilutive. In addition, the Convertible Notes (as defined in Note 4) issued in December 2023 did not have a material impact on the calculation of diluted EPS.

NOTE 8:

Volume of Derivative Activity

Options Electricity (MWh)Forwards, futures, and swaps Options

Congestion Revenue Rights (3)

(1) Amounts shown are for the combined positions of the electric fuels and core gas supply portfolios.

(2) Million British Thermal Units.

(3) CRRs are financial instruments that enable the holders to manage variability in electric energy congestion charges due to transmission grid limitations.

Presentation of Derivative Instruments in the Financial Statements

$()$ $ Other noncurrent assets – other Current liabilities – other() ()Noncurrent liabilities – other() ()Total commodity risk$ $ $ $

As of December 31, 2023, the Utility’s outstanding derivative balances were as follows:

Commodity Risk

(in millions)

Gross Derivative
Balance

Netting

Cash Collateral

Total Derivative
Balance

Current assets – other

()

Other noncurrent assets – other

Current liabilities – other

()

Noncurrent liabilities – other

()

Total commodity risk

Cash inflows and outflows associated with derivatives are included in operating cash flows on the Utility’s Condensed Consolidated Statements of Cash Flows.

NOTE 9:

$ $ $— $

Pacific Energy Risk Solutions, LLC

Short-term investments — Total Pacific Energy Risk Solutions, LLC — Nuclear decommissioning trustsShort-term investments — Global equity securities — Fixed-income securities — Assets measured at NAV— — — —

Total nuclear decommissioning trusts (2)

—

Customer credit trust

Short-term investments — Global equity securities — Fixed-income securities —

Total customer credit trust

—

Price risk management instruments (Note 8)

Electricity () Gas () Total price risk management instruments () Rabbi trusts Short-term investments — Global equity securities —

)) $ $

million and $ million, respectively, to its regulatory liability for wildfire-related claims costs that were determined to be probable of recovery through the FERC TO formula rate.

million and $ million, respectively, as regulatory assets in the WEMA.

billion for 2024. This disallowance cap is based on the equity portion of the Utility’s forecasted weighted-average 2024 electric transmission and distribution rate base, which is subject to adjustment based on changes in the Utility’s electric transmission and distribution rate base. The disallowance cap is inapplicable in certain circumstances, including if the Wildfire Fund administrator determines that the electric utility company’s actions or inactions that resulted in the applicable wildfire constituted “conscious or willful disregard for the rights and safety of others,” or the electric utility company failed to maintain a valid safety certification. Costs that the CPUC determines to be just and reasonable in accordance with the prudency standard in AB 1054 will not be reimbursed to the Wildfire Fund, resulting in a draw-down of the Wildfire Fund.

Before the expiration of any current safety certification, the Utility must request a new safety certification from the OEIS, which the Utility expects to be issued within days if the Utility has provided documentation that it has satisfied the requirements for the safety certification pursuant to Section 8389(e) of the Public Utilities Code, added by AB 1054. An issued safety certification is valid for months or until a timely request for a new safety certification is acted upon, whichever occurs later. The safety certification is separate from the CPUC’s enforcement authority and does not preclude the CPUC from pursuing remedies for safety or other applicable violations. On January 22, 2024, the OEIS approved the Utility’s 2023 application and issued the Utility’s 2023 safety certification.

The Wildfire Fund and disallowance cap will be terminated when the amounts therein are exhausted. The Wildfire Fund is expected to be capitalized with (i) $ billion collected through a extension of the DWR charge to customers, (ii) $ billion in initial contributions from California’s three large electric IOUs and (iii) $ million in annual contributions paid by the participating electric IOUs for a period.

The Wildfire Fund will only be available for payment of eligible claims so long as there are sufficient funds remaining in the Wildfire Fund. Such funds could be depleted more quickly than expected, including as a result of claims made by California’s other participating electric utility companies. The Wildfire Fund is available to pay for the Utility’s eligible claims arising as of July 12, 2019, the effective date of AB 1054, subject to a limit of 40% of the allowed amount of such claims arising between the effective date of AB 1054 and the Utility’s emergence from Chapter 11. The 40% limit does not apply to eligible claims that arise after the Utility’s emergence from Chapter 11. AB 1054 authorizes the reimbursement of funds where a participating utility has demonstrated that it exercised reasonable business judgment in the valuation and payment of third-party claims.

million and $ million in Accounts receivable - other and Other noncurrent assets, respectively, for Wildfire Fund receivables related to the 2021 Dixie fire. Accrued Wildfire Fund recoveriesClaims paid by Wildfire Fund()

Balance at September 30, 2024

For more information, see Note 2 above.

Wildfire-Related

million, which represents its best estimate of probable losses for the Wildfire-Related Securities Claims. PG&E Corporation believes that it is reasonably possible that the amount of loss could be greater or less than the accrued estimated amount due to the number of plaintiffs and the complexity of the litigation, and because a class settlement, if any, would be subject to, among other things, approval by the Bankruptcy Court and the District Court, and class members would have the right to opt out of any such settlement.

purported securities class actions were filed in the District Court, naming PG&E Corporation and certain of its former officers as defendants, entitled David C. Weston v. PG&E Corporation, et al. and Jon Paul Moretti v. PG&E Corporation, et al., respectively. The complaints alleged material misrepresentations and omissions in various PG&E Corporation public disclosures related to, among other things, vegetation management and other issues connected to the 2017 Northern California wildfires. The complaints asserted claims under Section 10(b) and Section 20(a) of the Exchange Act and Rule 10b-5 promulgated thereunder, and sought unspecified monetary relief, interest, attorneys’ fees and other costs. Both complaints identified a proposed class period of April 29, 2015 to June 8, 2018. On September 10, 2018, the court consolidated both cases, and the litigation is now denominated In re PG&E Corporation Securities Litigation, U.S. District Court for the Northern District of California, Case No. 18-03509. The court also appointed PERA as lead plaintiff. PERA filed a consolidated amended complaint on November 9, 2018. On December 14, 2018, PERA filed a second amended consolidated complaint to add allegations regarding the 2018 Camp fire, including allegations regarding transmission line safety and the PSPS program.

Due to the commencement of the Chapter 11 Cases, the proceedings were automatically stayed as to PG&E Corporation and the Utility.

On February 22, 2019, a third purported securities class action was filed in the District Court, entitled York County on behalf of the York County Retirement Fund, et al. v. Rambo, et al. (the “York County Action”). The complaint named as defendants certain former officers and directors, as well as the underwriters of public offerings of notes from 2016 to 2018. Neither PG&E Corporation nor the Utility was named as a defendant. The complaint asserted claims under Section 11 of the Securities Act of 1933, as amended, based on alleged material misrepresentations and omissions in connection with the note offerings related to, among other things, PG&E Corporation’s and the Utility’s vegetation management and wildfire safety measures. On May 7, 2019, the York County Action was consolidated with In re PG&E Corporation Securities Litigation.

% of the outstanding common stock of reorganized PG&E Corporation on the Emergence Date, assuming that such issuance of shares in satisfaction of the HoldCo Rescission or Damage Claims had occurred on the Emergence Date.

On January 25, 2021, the Bankruptcy Court issued an order to approve procedures to help facilitate the resolution of the Subordinated Claims. The order, among other things, established procedures allowing PG&E Corporation and the Utility to collect trading information with respect to the Subordinated Claims, to engage in an alternative dispute resolution process for resolving disputed Subordinated Claims, and to file certain omnibus claim objections with respect to the Subordinated Claims.

PG&E Corporation and the Utility have worked to resolve the Subordinated Claims in accordance with procedures approved by the Bankruptcy Court, including by collecting trading information from holders of Subordinated Claims. Also, pursuant to those procedures, PG&E Corporation and the Utility have filed numerous omnibus objections in the Bankruptcy Court to certain of the Subordinated Claims. The Bankruptcy Court has entered several orders disallowing and expunging Subordinated Claims that were subject to these omnibus objections, and certain Subordinated Claims subject to these omnibus objections remain pending. PG&E Corporation and the Utility expect to continue to prosecute omnibus objections with respect to certain of the Subordinated Claims and act under the procedures approved by the Bankruptcy Court to resolve the Subordinated Claims.

counts of involuntary manslaughter in violation of Penal Code section 192(b) and count of unlawfully causing a fire in violation of Penal Code section 452, and to admit special allegations pursuant to Penal Code sections 452.1(a)(2), 452.1(a)(3) and 452.1(a)(4).

On August 20, 2021, the Butte County Superior Court held a brief hearing on the status of restitution, which involves distribution of funds from the Fire Victim Trust. The Butte County Superior Court has since continued the hearing to March 28, 2025.

NOTE 11:

million, $ million, and $ million (plus applicable interest) to retail customers for TO18, TO19, and TO20, respectively. Approval of the settlement did not have a material impact on the Utility’s financial statements during the quarter ended September 30, 2024. The refunds will occur over 12 months, effective January 1, 2025. The settlement provided that the Utility may seek authorization from the CPUC through a memorandum account to recover up to $ million through CPUC jurisdictional rates of the general, common and intangible plant cost that had been allocated to FERC jurisdictional rates in TO18, TO19, and TO20.

billion of recorded expenditures, resulting in a proposed revenue requirement of approximately $ billion (the “2022 WMCE application”). The costs addressed in this application reflect costs related to wildfire mitigation and certain catastrophic events, as well as the implementation of various customer-focused initiatives. These costs were incurred primarily in 2021.

The recorded expenditures consist of $ billion in expenses and $ million in capital expenditures. On June 8, 2023, the CPUC adopted a final decision granting the Utility interim rate relief of $ billion to be recovered over 12 months, which went into effect July 1, 2023. The remaining $ million will be recovered to the extent it is approved after the CPUC issues a final decision. Cost recovery requested in this application is subject to the CPUC’s reasonableness review, which could result in some or all of the interim rate relief being subject to refund.

On May 20, 2024, the CPUC extended the statutory deadline to resolve the remaining issues in the proceeding to December 31, 2024.

billion of recorded expenditures related to wildfire mitigation costs and gas safety and electric modernization costs.

The recorded expenditures for wildfire mitigation consist of $ million in expenses and $ billion in capital expenditures and cover activities during the years 2020 to 2022. The recorded expenditures for gas safety and electric modernization consist of $ million in expenses and $ million in capital expenditures and cover activities during the years 2017 to 2022. If approved, the requested cost recovery would result in an aggregate revenue requirement of $ million. The costs addressed in the WGSC application are incremental to those previously authorized in the Utility’s 2020 GRC and other proceedings.

On March 7, 2024, the CPUC approved a final decision authorizing the Utility to recover $ million in interim rates to be recovered over at least 12 months starting April 1, 2024. The remaining $ million will be recovered to the extent it is approved after the CPUC issues a final decision. Cost recovery requested in this application is subject to the CPUC’s reasonableness review, which could result in some or all of the interim rate relief being subject to refund.

The ALJ has adopted a schedule that would result in a proposed decision on the wildfire mitigation costs in the first half of 2025 and a final decision on the gas safety and electric modernization costs by June 2025.

million and $ million as of September 30, 2024 and December 31, 2023, respectively. These amounts were included in Other current liabilities on the Condensed Consolidated Financial Statements. Included among these claims and lawsuits are the proofs of claim filed in the Chapter 11 Cases, except for proofs of claim discussed under “Wildfire-Related Securities Claims—Claims in the Bankruptcy Court Process” in Note 10. PG&E Corporation and the Utility have resolved a significant majority of the proofs of claim. PG&E Corporation and the Utility continue their review and analysis of certain remaining claims. PG&E Corporation and the Utility do not believe it is reasonably possible that the resolution of these matters will have a material impact on their financial condition, results of operations, or cash flows.

million in costs for gas transmission and distribution lines, which the CPUC did not allow the Utility to recover through rates, and $ million in customer bill credits, in connection with its decision issued in 2015 for the San Bruno natural gas explosion in September of 2010. PG&E Corporation records an income tax benefit related to a deduction for an uncertain tax position when it determines it is more likely than not that the uncertain tax position will ultimately be sustained. On June 4, 2024, the Office of Chief Counsel of the IRS issued a technical advice memorandum taking the position that the costs the Utility incurred for gas transmission and distribution lines and customer bill credits are nondeductible fines or penalties. As a result, in the nine months ended September 30, 2024, PG&E Corporation had determined that it is no longer more likely than not that its deduction related to a portion of the customer bill credits would ultimately be sustained. Accordingly, PG&E Corporation has decreased its Income tax benefit by $ million as of the nine months ended September 30, 2024 related to state and federal income taxes. PG&E Corporation intends to defend itself vigorously as to all costs in this matter.

$ Hinkley natural gas compressor station

Former MGP sites owned by the Utility or third parties (1)

Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites (2)

Fossil fuel-fired generation facilities and sites (3)

Total environmental remediation liability$ $

(1) Primarily driven by the following sites: San Francisco Beach Street, Napa, and San Francisco East Harbor.

(2) Primarily driven by geothermal landfill and Shell Pond site.

(3) Primarily driven by the San Francisco Potrero Power Plant.

The Utility’s gas compressor stations, former MGP sites, power plant sites, gas gathering sites, and sites used by the Utility for the storage, recycling, and disposal of potentially hazardous substances are subject to requirements issued by the United States Environmental Protection Agency under the Federal Resource Conservation and Recovery Act in addition to other state laws relating to hazardous substances. The Utility has a comprehensive program to comply with federal, state, and local laws and regulations related to hazardous materials, waste, remediation activities, and other environmental requirements. The Utility assesses and monitors the environmental requirements on an ongoing basis and implements changes to its program as deemed appropriate. The Utility’s remediation activities are overseen by the California Department of Toxic Substances Control (“DTSC”), several California regional water quality control boards, and various other federal, state, and local agencies.

The Utility’s environmental remediation liability as of September 30, 2024, reflects its best estimate of probable future costs for remediation based on the current assessment data and regulatory obligations. Future costs will depend on many factors, including the extent of work necessary to implement final remediation plans, the Utility’s time frame for remediation, and unanticipated claims filed against the Utility. The Utility may incur actual costs in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cash flows during the period in which they are recorded. As of September 30, 2024, the Utility expected to recover $ billion of its environmental remediation liability for certain sites through various ratemaking mechanisms authorized by the CPUC.

Natural Gas Compressor Station Sites

The Utility is legally responsible for remediating groundwater contamination caused by hexavalent chromium used in the past at the Utility’s natural gas compressor stations. The Utility is also required to take measures to abate the effects of the contamination on the environment.

million if the extent of contamination or necessary remediation is greater than anticipated. The costs associated with environmental remediation at the Topock site are expected to be recovered primarily through the HSMA, where % of the costs are recovered through rates.

Hinkley Site

The Utility’s remediation and abatement efforts at the Hinkley site are subject to the regulatory authority of the California Regional Water Quality Control Board, Lahontan Region. In November 2015, the California Regional Water Quality Control Board, Lahontan Region adopted a clean-up and abatement order directing the Utility to contain and remediate the underground plume of hexavalent chromium and the potential environmental impacts. The final order states that the Utility must continue and improve its remediation efforts, define the boundaries of the chromium plume, and take action to meet interim cleanup targets. It is reasonably possible that the Utility’s undiscounted future costs associated with the Hinkley site may increase by as much as $ million if the extent of contamination or necessary remediation is greater than anticipated. The costs associated with environmental remediation at the Hinkley site will not be recovered through rates.

Former Manufactured Gas Plants

Former MGPs used coal and oil to produce gas for use by the Utility’s customers before natural gas became available. The by-products and residues of this process were often disposed of at the MGPs themselves. The Utility has a program to manage the residues left behind as a result of the manufacturing process; many of the sites in the program have been addressed. It is reasonably possible that the Utility’s undiscounted future costs associated with MGP sites may increase by as much as $ million if the extent of contamination or necessary remediation at identified MGP sites is greater than anticipated. The costs associated with environmental remediation at the MGP sites are recovered through the HSMA, where % of the costs are recovered through rates.

Utility-Owned Generation Facilities and Third-Party Disposal Sites

Utility-owned generation facilities and third-party disposal sites often involve long-term remediation. It is reasonably possible that the Utility’s undiscounted future costs associated with Utility-owned generation facilities and third-party disposal sites may increase by as much as $ million if the extent of contamination or necessary remediation is greater than anticipated. The environmental remediation costs associated with the Utility-owned generation facilities and third-party disposal sites are recovered through the HSMA, where % of the costs are recovered through rates.

Fossil Fuel-Fired Generation Sites

In 1998, the Utility divested its generation power plant business as part of generation deregulation. Although the Utility sold its fossil-fueled power plants, the Utility retained the environmental remediation liability associated with each site. It is reasonably possible that the Utility’s undiscounted future costs associated with fossil fuel-fired generation sites may increase by as much as $ million if the extent of contamination or necessary remediation is greater than anticipated. The environmental remediation costs associated with the fossil fuel-fired sites will not be recovered through rates.

nuclear generating units at Diablo Canyon and the Humboldt Bay independent spent fuel storage installation.

billion per nuclear incident and $ billion per non-nuclear incident for Diablo Canyon. For the Humboldt Bay independent spent fuel storage installation, NEIL provides up to $ million of coverage for nuclear and non-nuclear property damages. NEIL also provides coverage for damages caused by acts of terrorism and cyberattacks at nuclear power plants. Through NEIL, there is up to $ billion available to the membership to cover this exposure. These coverage amounts are shared by all NEIL members and all nuclear and non-nuclear property insurance policies issued by NEIL. EMANI shares losses with NEIL, as part of the first $ million of coverage within the current nuclear insurance program. EMANI also provides an additional $ million in excess insurance for property damage and business interruption losses incurred by the Utility if a nuclear or non-nuclear event were to occur at Diablo Canyon. If NEIL losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment. If NEIL were to exercise this assessment, the maximum aggregate annual retrospective premium obligation for the Utility would be approximately $ million. If EMANI losses in any policy year exceed accumulated funds, the Utility could be subject to a retrospective assessment of approximately $ million. For more information about the Utility’s nuclear insurance coverage, see Note 15 of the Notes to the Consolidated Financial Statements in Item 8 of the 2023 Form 10-K.

billion. See Note 15 of the Notes to the Consolidated Financial Statements in Item 8 of the 2023 Form 10-K.

rentable square feet of space within the Lakeside Building (the “Property”) to serve as the Utility’s principal administrative headquarters (the “Lease”).

On July 11, 2023, the Utility and the Landlord 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. Pursuant to the Agreement of Purchase and Sale and Joint Escrow Instructions, the purchase price of the Property will be $ million, with deposits applicable to such purchase price of $ million paid by July 11, 2023, $ million paid by July 11, 2024, and the remaining $ million to be paid at closing in June 2025. The Utility will also receive a credit of approximately $ million towards the final payment, subject to adjustments, which represents the estimated outstanding principal balance of a loan carried by the Property that will be assigned to, and assumed by, the Utility at closing. The Utility will continue to lease the Property pursuant to the Lease, as amended, until closing.

The Lease also requires the rentable space to be delivered in two phases, with each phase consisting of multiple subphases. As of September 30, 2024, approximately rentable square feet of the leased premises has been made available for use by the Utility.

As of September 30, 2024, the Utility has recorded $ million in Financing lease ROU assets, $ million in accumulated amortization, $ million in leasehold improvements, net of accumulated amortization, which includes $ million that was provided to the Utility as lease incentives, and $ million in current Financing lease liabilities in the Condensed Consolidated Financial Statements primarily related to the Lease, as amended.

For more information about the Lease, see “Oakland Headquarters Lease and Purchase” in Note 2 of the Notes to the Consolidated Financial Statements in Item 8 of the 2023 Form 10-K.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

PG&E Corporation’s and the Utility’s primary market risk results from changes in energy commodity prices. PG&E Corporation and the Utility engage in price risk management activities for non-trading purposes only. Both PG&E Corporation and the Utility may engage in these price risk management activities using forward contracts, futures, options, and swaps to hedge the impact of market fluctuations on energy commodity prices and interest rates. See the section above entitled “Risk Management Activities” in MD&A and in Notes 8 and 9 of the Notes to the Condensed Consolidated Financial Statements in Item 1.

ITEM 4. CONTROLS AND PROCEDURES

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of September 30, 2024, PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures are effective to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in internal control over financial reporting that occurred during the three months ended September 30, 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.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In addition to the following proceedings, PG&E Corporation and the Utility are parties to various lawsuits and regulatory proceedings in the ordinary course of their business. For more information regarding material lawsuits and proceedings, including updates to information reported under Item 3. Legal Proceedings of the 2023 Form 10-K, see Notes 10 and 11 of the Notes to the Condensed Consolidated Financial Statements in Item 1 and Part I, MD&A: “Litigation Matters.”

Each of PG&E Corporation and the Utility has elected to disclose environmental proceedings described in Item 103(c)(3)(iii) of Regulation S-K unless it reasonably believes that such proceeding will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $1 million.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 5. OTHER INFORMATION

, , who serves as the and Controller of PG&E Corporation and as the Vice President, Chief Financial Officer and Controller of the Utility, 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 shares of PG&E Corporation common stock. The trading arrangement will on the earlier of or the execution of the sale of all 53,585 shares.

On , , who serves as the of PG&E Corporation and serves on each of PG&E Corporation’s and the Utility’s Boards of Directors, a Rule 10b5-1 trading arrangement on behalf of Ms. Poppe's revocable trust that is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to shares of PG&E Corporation common stock. The trading arrangement will on the earlier of or the execution of the sale of all 111,105 shares.

Certain officers have made elections to participate in, and are participating in, the PG&E Corporation Retirement Savings Plan (the 401(k) plan), which includes a PG&E Corporation Common Stock Fund investment option, and non-qualified deferred compensation plans, which may have a similar option and are described in PG&E Corporation’s and the Utility’s joint proxy statement. Also, certain officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes upon the vesting of restricted stock units or performance share units, or to pay the exercise price and withholding taxes for stock options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

ITEM 6. EXHIBITS

EXHIBIT INDEX


3.1		Conformed Version of Amended and Restated Articles of Incorporation of PG&E Corporation, filed on 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 dated December 31, 2022 (File No. 1-12609), Exhibit 3.1)

3.2		Bylaws of PG&E Corporation, Amended and Restated as of May 18, 2023 (incorporated by reference to PG&E Corporation’s Form 8-K dated May 18, 2023 (File No. 1-12609), Exhibit 3.1)

3.3		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)

3.4		Bylaws of Pacific Gas and Electric Company, Amended and Restated as of May 18, 2023 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated May 18, 2023 (File No. 1-2348), Exhibit 3.2)

4.1		Subordinated Note Indenture, dated as of September 11, 2024, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to PG&E Corporation’s Form 8-K dated September 9, 2024 (File No. 1-12609), Exhibit 4.1)

4.2		First Supplemental Indenture, dated as of September 11, 2024, between PG&E Corporation and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to PG&E Corporation’s Form 8-K dated September 9, 2024 (File No. 1-12609), Exhibit 4.2)

4.3		Twenty-Fifth Supplemental Indenture, dated as of September 5, 2024, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A., (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September 3, 2024 (File No. 1-2348), (Exhibit 4.1)

10.1		Recovery Property Servicing Agreement, dated as of August 1, 2024, between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as servicer (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 1, 2024 (File No. 1-2348), Exhibit 10.1)

10.2		Recovery Property Purchase and Sale Agreement, dated as of August 1, 2024, between PG&E 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 August 1, 2024 (File No. 1-2348), Exhibit 10.2)

10.3		Administration Agreement, dated as of August 1, 2024, between PG&E Recovery Funding LLC and Pacific Gas and Electric Company, as administrator (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 1, 2024 (File No. 1-2348), Exhibit 10.3)

10.4		Joinder Agreement to Collection Account Intercreditor Agreement, dated as of August 1, 2024, among Pacific Gas and Electric Company, Citibank, N.A., in its role as collection account agent and PG&E Recovery Funding LLC (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 1, 2024 (File No. 1-2348), Exhibit 10.4)

10.5		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

10.6		Amendment No. 4 to Credit Agreement, dated as of July 25, 2024, among PG&E Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A. as administrative agent

10.7	*	Form of PG&E Corporation 2021 Long-Term Incentive Plan Non-Annual Program-Specific Retention Stock Unit Award Agreement, effective September 17, 2024


31.1		Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of the Sarbanes-Oxley Act of 2002

32.1	**	Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002

32.2	**	Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SC		XBRL Taxonomy Extension Schema Document

101.CA		XBRL Taxonomy Extension Calculation Linkbase Document

101.LA		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DE		XBRL Taxonomy Extension Definition Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Management contract or compensatory agreement
**Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this Quarterly Report on Form 10-Q to be signed on their behalf by the undersigned thereunto duly authorized.


			PG&E CORPORATION

			/s/ CAROLYN J. BURKE
			Carolyn J. Burke Executive Vice President and Chief Financial Officer (duly authorized officer and principal financial officer)


			PACIFIC GAS AND ELECTRIC COMPANY

			/s/ STEPHANIE N. WILLIAMS
			Stephanie N. Williams Vice President, Chief Financial Officer, and Controller (duly authorized officer and principal financial officer)

Dated: November 6, 2024

PG&E Corp - Quarter Report: 2024 September (Form 10-Q)

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