ANNUAL REPORT · FORM 10-K 

Pg&e Corp,
Fiscal Year 2025.

A major regulated utility is undertaking a massive multi-year capital investment plan requiring approximately $45 billion between 2027 and 2030 to harden its system and meet aggressive decarbonization mandates. This strategic buildout, focused on undergrounding and energy storage, must navigate systemic risks dominated by catastrophic wildfire liability and intense regulatory scrutiny over past practices. The utility's ability to recover these immense costs through rate increases remains uncertain amidst high levels of debt exposure.

Accession 0001004980-26-000009 8 sections analysed
  SYMBOLOGY.ONLINE l2 SYNTHESIS 

PCG · Form 10-K Synthesis

PG&E: Massive Investment Pipeline Under Existential Regulatory Scrutiny

PG&E operates as a regulated utility enjoying the stability of decoupled revenues, yet it is simultaneously navigating an extraordinarily complex and high-risk environment dominated by catastrophic wildfire liability and aggressive decarbonization mandates. The company's strategic posture is defined by a massive, multi-year capital investment plan designed to secure future earnings growth while managing systemic operational and regulatory threats.

Strategic & Financial Posture

The Utility maintains a robust financial foundation built on its regulated monopoly status in Northern and Central California, serving over 5.6 million electric customers. Revenue stability is ensured by the cost-of-service ratemaking model, which decouples base revenues from sales volume fluctuations.

Capital Investment and Growth
  • Aggressive Buildout: Management has articulated a multi-horizon capital strategy requiring approximately $45 billion in CPUC-jurisdictional investment between 2027 and 2030. Key investments are focused on system hardening, electric undergrounding, transmission for data centers, and energy storage deployment.
  • Earnings Momentum: Operational execution has been solid; net income attributable to common shareholders grew 5% in 2025, supported by a strong GHG-free generation profile (71% of deliveries) and cost discipline through its Lean operating system.
  • Segment Shifts: While the electric segment shows consistent revenue growth, the natural gas segment faces structural decline due to California's accelerating building electrification mandates, creating potential long-term stranded asset risks for gas infrastructure.
Shareholder Returns and Debt

The company is committed to a capital allocation framework targeting a dividend payout ratio of approximately 20% of core earnings by 2028, while also planning to avoid equity issuances through 2030. However, this growth strategy is financed against substantial debt ($55.3 billion for the Utility), and the holding company net loss widened significantly in 2025 due to increased interest expense on long-term borrowings.

Notable Risks and Management Framing

PG&E's risks are systemic, meaning that operational failures or adverse regulatory rulings could have catastrophic financial consequences. Management frames these threats not as isolated events but as persistent, intensifying environmental and legal challenges.

Wildfire Liability and Regulatory Jeopardy

This is the most pervasive risk. While PG&E has invested extensively in mitigation (EPSS, PSPS, system hardening) and reported no major fires attributed to its equipment in 2025, management explicitly states these measures "reduce but do not eliminate" the threat of future catastrophic events.

  • Financial Burden: The Utility faces potential uncapped liability for past fires. Furthermore, $2.85 billion of fire risk mitigation capex is excluded from the equity rate base under SB 254, representing a direct shareholder cost that limits returns on safety investments.
  • Regulatory Uncertainty: Recovery through rates remains highly uncertain, as historical disallowances in vegetation management costs suggest that PG&E's cost estimation processes have not consistently met CPUC prudency standards.
Financial and Operational Constraints

The company faces significant structural financial constraints:

  • Debt Exposure: High indebtedness limits the ability to borrow for capital expenditures and increases vulnerability to interest rate hikes, which has already led to a notable increase in sensitivity to variable rates.
  • Market Dynamics: Growth is constrained by market forces such as Distributed Generation (solar) and Community Choice Aggregators (CCAs), which limit near-term load growth potential despite strong drivers like EV adoption and data centers.
  • Nuclear Uncertainty: The continued operation of Diablo Canyon Power Plant (DCPP) relies on pending federal relicensing reviews, creating regulatory continuity risk for a key part of the generation portfolio.
Systemic Threats

Management acknowledges increasing risks from sophisticated cyber attacks against critical operational networks and supply concentration risk in the natural gas segment (where one supplier accounts for 56% of total volume).

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  SYMBOLOGY.ONLINE · text diffs 

What's changed since the last filing.

In the Business Description:

de-emphasised

A substantial portion detailing the impact of increasing distributed generation and energy storage, specifically referencing NEM and NBT tariffs and resulting upward rate pressure on certain customer groups, was removed from this section.
§1.67 Open

In the Business Description:

de-emphasised

The disclosure significantly reduced detail regarding regulatory oversight by removing a comprehensive section detailing the annual CPUC review process, forecasted revenue requirements, and rate adjustment triggers based on collection variances. Furthermore, the description of the Central Procurement Entity (CPE) function was simplified, eliminating language that protected the Utility from fines or penalties for deferring local procurement to CAISO backstop mechanisms.
§1.28 Open

In the Risk Factors:

escalated

The disclosure now includes a new section detailing California law requiring full restitution of economic loss if the Utility is convicted of wildfire charges, while also updating financial figures to show increased accrued losses for the Kincade ($1.325 billion) and Dixie ($2.15 billion) fires. Additionally, the reported available liability insurance coverage for the Dixie fire decreased from $527 million to $521 million.
§1A.1 Open

In the Business Description:

de-emphasised

The detailed description of the Core Procurement Incentive Mechanism (CPIM) was significantly shortened; specifically, the prior period included a discussion that the Utility retains incentive revenues up to a 1.5% cap when costs are below benchmark, which has been removed in the current filing. The current version simplifies this by only stating the recovery percentages for costs falling outside the 99% to 102% tolerance band.
§1.29 Open

In the Management Discussion:

de-emphasised

The disclosure was significantly condensed, removing specific quantitative details such as the comparison between 2024 and 2023 investing cash flows, explanations regarding the purpose of trust funds, and estimates for future capital expenditures in 2025.
§7.40 Open

In the Business Description:

escalated

The disclosure shifted from a general statement about primarily renewable resources to providing specific 2025 data showing that 71% of net deliveries were generated from GHG-free sources while 29% was natural gas. The Utility further explained that its percentage of GHG-free generation decreased in 2025 because DCPP's generation became attributable statewide rather than solely to the Utility's customers, despite no change in ownership.
§1.38 Open
  FILING HISTORY 

View specific filings

FY2021
FY2022
FY2023
FY2024
FY2025
FY2026
FY2021
FY2022
FY2023
FY2024
FY2025
FY2026
  DOCUMENTS 

8 filing documents, in order.

§1
Directors & Officers
§2
Executive Compensation
§3
Market Risk
§4
Legal Proceedings
§5
Controls & Procedures
§6
Management Discussion
§7
Risk Factors
§8
Business Description
  symbology.online · text diffs 

Side-by-side against the prior Management Discussion.

Management Discussion

25 changes
escalated Cost of Electricity The cost of electricity reversed trend, shifting from a decrease of $182 million to an increase of $348 million. This increase is primarily attributed to higher procurement costs, specifically citing local RA contract costs, FERC approved transmission owner rate case settlement costs, and increased nuclear fuel amortization.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Cost of Electricity 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. Cost of electricity includes fuel supplied to other third-party generating facilities, costs to comply with California's cap-and-trade program, realized gains and losses on price risk management activities (see Note 10 of the Notes to the Consolidated Financial Statements in Item 8), and net power purchases from and sales to the CAISO electricity markets and directly from third parties. The cost of electricity decreased by $182 million in 2024 as compared to 2023. 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

Cost of Electricity 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. Cost of electricity includes fuel supplied to other third-party generating facilities, costs to comply with California's cap-and-trade program, realized gains and losses on price risk management activities (see Note 10 of the Notes to the Consolidated Financial Statements in Item 8), and net power purchases from and sales to the CAISO electricity markets and directly from third parties. The Cost of electricity increased by $348 million in 2025 as compared to 2024. This increase was primarily the result of higher procurement costs, including local RA contract costs, FERC approved transmission owner rate case settlement costs, and higher nuclear fuel amortization, partially offset by increased CAISO market net sales, increased sales of various RPS resources, and lower net costs associated with fuel for utility owned generation and contracted generation.

escalated Cost of Natural Gas The primary drivers of the cost reduction shifted from lower procurement costs due to low market prices to factors including lower GHG emission volumes and favorable price risk management resulting from reduced natural gas market volatility. Furthermore, the current period notes a decrease in contracted transport capacity while also citing additional contracted storage capacity as an offsetting factor.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Cost of Natural Gas The Utility's cost of natural gas includes the costs of procurement, storage and transportation of natural gas, costs to comply with California's cap-and-trade program, and realized gains and losses on price risk management activities. See Note 10 of the Notes to the Consolidated Financial Statements in Item 8. The cost of natural gas decreased by $562 million in 2024 as compared to 2023. 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

Cost of Natural Gas The Utility's Cost of natural gas includes the costs of procurement, storage and transportation of natural gas, costs to comply with California's cap-and-trade program, and realized gains and losses on price risk management activities. See Note 10 of the Notes to the Consolidated Financial Statements in Item 8. The Cost of natural gas decreased by $85 million in 2025 as compared to 2024. This decrease was primarily the result of lower GHG emission volumes, favorable price risk management activity resulting from reduced natural gas market volatility, and a reduction in contracted transport capacity, partially offset by higher natural gas procurement costs attributed to increased prices and demand, along with additional contracted storage capacity.

escalated Utility Cash Flows

FY 2024 10-K
Removed
Filed Feb 13, 2025

Utility Cash Flows PG&E Corporation's consolidated cash flows consist primarily of cash flows related to the Utility. The following discussion presents the Utility's cash flows for 2024 and 2023.

FY 2025 10-K
Added
Filed Feb 12, 2026

For information on dividend declarations and payments, see Notes 6 and 7 to the Consolidated Financial Statements in Part II, Item 8. Utility Cash Flows PG&E Corporation's consolidated cash flows consist primarily of cash flows related to the Utility. The following discussion presents the Utility's cash flows for the year ended December 31, 2025 and 2024. 59

escalated Future cash flow from operating activities will be affected by various factors, including:

FY 2024 10-K
Removed
Filed Feb 13, 2025

Future cash flow from operating activities will be affected by various factors, including: •the timing and amount of costs in connection with the 2019 Kincade fire, the 2021 Dixie fire, and the 2022 Mosquito fire and the timing and amount of any potential related insurance, Wildfire Fund, and regulatory recoveries; •the timing and amount of costs in connection with future wildfires and the timing and amount of any potential related insurance, including funds available from self-insurance and the Wildfire Fund (see "Wildfire Fund under AB 1054" in Note 14 of the Notes to the Consolidated Financial Statements in Item 8); •the timing and amount of costs in connection with the 2023-2025 WMP and the portion of the costs previously incurred in connection with the 2020-2022 WMP that are not currently being recovered through rates (see "Regulatory Matters" below for more information); •the timing and outcomes of the Utility's pending and future ratemaking and regulatory proceedings, including the extent to which PG&E Corporation and the Utility are able to recover their costs through regulated rates as recorded in memorandum accounts or balancing accounts, or as otherwise requested; and

FY 2025 10-K
Added
Filed Feb 12, 2026

•a decrease in non-wildfire related insurance costs; and •a decrease in wildfire-related payments, net of recoveries. Future cash flow from operating activities will be affected by various factors, including: •the timing and amount of costs in connection with the 2019 Kincade fire, the 2021 Dixie fire, and the 2022 Mosquito fire and the timing and amount of any potential related insurance, Wildfire Fund, and regulatory recoveries; •the timing and amount of costs in connection with future wildfires and the timing and amount of any potential related insurance, including funds available from self-insurance and the Wildfire Fund (see "Wildfire Fund Recoveries under AB 1054 and SB 254" in Note 14 of the Notes to the Consolidated Financial Statements in Part II, Item 8); •the timing and amount of costs in connection with the portion of the 2023-2025 WMP that are being recovered through rates and the portion of the costs previously incurred in connection with the 2021-2022 WMP that are not currently being recovered through rates (see "Regulatory Matters" below for more information); •the timing and outcomes of the Utility's pending and future ratemaking and regulatory proceedings, including the extent to which PG&E Corporation and the Utility are able to recover their costs through regulated rates as recorded in memorandum accounts or balancing accounts, or as otherwise requested; and

escalated SB 884 10-Year Distribution Undergrounding Program The filing was updated to include subsequent regulatory actions, noting that in December 2025, the CPUC refined the program and instructed the Utility to file a joint application with SCE and SDGE to resolve specific cost recovery issues, including benefit-cost ratio and audit methodologies.

FY 2024 10-K
Removed
Filed Feb 13, 2025

SB 884 10-Year Distribution Undergrounding Program On March 7, 2024, the CPUC approved a resolution that establishes an expedited utility distribution infrastructure undergrounding program pursuant to Public Utilities Code Section 8388.5. The resolution addresses the process and requirements for the CPUC's review of any large electrical corporation's 10-year distribution infrastructure undergrounding plan and conditional approval of its related costs.

FY 2025 10-K
Added
Filed Feb 12, 2026

SB 884 10-Year Distribution Undergrounding Program On March 7, 2024, the CPUC approved a resolution that establishes an expedited utility distribution infrastructure undergrounding program pursuant to Public Utilities Code Section 8388.5. The resolution addressed the process and requirements for the CPUC's review of any large electrical corporation's 10-year distribution infrastructure undergrounding plan and conditional approval of its related costs. On December 4, 2025, the CPUC approved a resolution that updated and refined the prior resolution and instructed the Utility to file a joint application with SCE and SDGE requesting approval of a proposal to resolve several cost recovery issues, including the benefit-cost ratio and audit methodologies, not addressed in the resolution. On February 9, 2026, the utilities submitted that filing.

escalated Asset Retirement Obligations The current period adds specific detail regarding the management of nuclear AROs, noting that the Utility performs detailed cost studies with the NDCTP and updates these estimates based on plant location and cost characteristics for its nuclear power plants.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Asset Retirement Obligations PG&E Corporation and the Utility account for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made. At the time of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The Utility recognizes a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process. See Notes 2 and 3 of the Notes to the Consolidated Financial Statements in Item 8. To estimate its liability, the Utility uses a discounted cash flow model based upon significant estimates and assumptions about future decommissioning costs, inflation rates, and the estimated date of decommissioning. The estimated future cash flows are discounted using a credit-adjusted risk-free rate that reflects the risk associated with the decommissioning obligation. At December 31, 2024, the Utility's recorded ARO for the estimated cost of retiring these long-lived assets was approximately $5.4 billion. Changes in these estimates and assumptions could materially affect the amount of the recorded ARO for these assets.

FY 2025 10-K
Added
Filed Feb 12, 2026

Asset Retirement Obligations PG&E Corporation and the Utility account for an ARO at fair value in the period during which the legal obligation is incurred if a reasonable estimate of fair value and its settlement date can be made. At the time of recording an ARO, the associated asset retirement costs are capitalized as part of the carrying amount of the related long-lived asset. The Utility recognizes a regulatory asset or liability for the timing differences between the recognition of expenses and costs recovered through the ratemaking process. See Notes 2 and 3 of the Notes to the Consolidated Financial Statements in Item 8. To estimate its liability, the Utility uses a discounted cash flow model based upon significant estimates and assumptions about future decommissioning costs, escalation rates, credit-adjusted risk-free rates, and estimated decommissioning dates. The estimated future cash flows are discounted using a credit-adjusted risk-free rate that reflects the risk associated with the decommissioning obligation. The Utility performs detailed cost studies of its nuclear generation facilities in conjunction with the NDCTP, most recently performed in 2021, and updates its nuclear AROs accordingly, unless circumstances warrant more frequent updates. The decommissioning cost estimates are based on the plant location and cost characteristics for the Utility's nuclear power plant. Actual decommissioning costs may vary from these estimates as a result of changes in assumptions such as decommissioning dates; regulatory requirements; technology; and costs of labor, materials, and equipment. At December 31, 2025, the Utility's recorded ARO for the estimated cost of retiring these long-lived assets was approximately $5.4 billion. Changes in these estimates and assumptions could materially affect the amount of the recorded ARO for these assets.

de-emphasised Depreciation, Amortization, and Decommissioning

FY 2024 10-K
Removed
Filed Feb 13, 2025

Depreciation, Amortization, and Decommissioning The Utility's Depreciation, amortization, and decommissioning expenses increased by $451 million, or 12%, in 2024 compared to 2023. 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

Depreciation, Amortization, and Decommissioning The Utility's Depreciation, amortization, and decommissioning expenses increased by $445 million, or 11%, in 2025 compared to 2024. The increase was primarily due to the growth in plant balance from capital additions and the recognition of deferred depreciation expense.

de-emphasised (1) Includes the effect of state flow-through ratemaking treatment.

FY 2024 10-K
Removed
Filed Feb 13, 2025

(24.7)%(40.1)% Tax credits(0.7)%(2.2)% Fire Victim Trust (3) - %(80.2)% Other, net 1.2 %1.1 % Effective tax rate(4.0)%(134.8)% (1) Includes the effect of state flow-through ratemaking treatment. (2) Includes the effect of federal flow-through ratemaking treatment for certain property-related costs. For these temporary tax differences, the Utility recognizes the deferred tax impact in the current period and records offsetting regulatory assets and liabilities. Therefore, the Utility's effective tax rate is impacted as these differences arise and reverse. The Utility recognizes such differences as regulatory assets or liabilities as it is probable that these amounts will be recovered from or returned to customers in future rates. These amounts also reflect the impact of the amortization of excess deferred tax benefits to be refunded to customers as a result of the TCJA.

FY 2025 10-K
Added
Filed Feb 12, 2026

Effective tax rate(6.7)%(4.0)% (1) Includes the effect of state flow-through ratemaking treatment. (2) Includes the effect of federal flow-through ratemaking treatment for certain property-related costs. For these temporary tax differences, the Utility recognizes the deferred tax impact in the current period and records offsetting regulatory assets and liabilities. Therefore, the Utility's effective tax rate is impacted as these differences arise and reverse. The Utility recognizes such differences as regulatory assets or liabilities as it is probable that these amounts will be recovered from or returned to customers in future rates.

de-emphasised Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

FY 2024 10-K
Removed
Filed Feb 13, 2025

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less. PG&E Corporation and the Utility maintain separate bank accounts and primarily invest their cash in money market funds. In addition to Cash and cash equivalents, the Utility holds Restricted cash and restricted cash equivalents that primarily consist of AB 1054 and SB 901 fixed recovery charge collections that are to be used to service the associated bonds. 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, the Utility had contributed $911 million to Pacific Energy Risk Solutions, LLC, its wholly-owned subsidiary and captive insurance company for the administration of wildfire liability self-insurance. 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less. PG&E Corporation and the Utility maintain separate bank accounts and primarily invest their cash in money market funds. In addition to Cash and cash equivalents, the Utility holds Restricted cash and restricted cash equivalents that primarily consist of AB 1054 and SB 901 fixed recovery charge collections that are to be used to service the associated bonds. As of December 31, 2025, PG&E Corporation and the Utility had cash and cash equivalents of $360 million and $353 million, respectively. 58

de-emphasised Dividends The current disclosure removes all specifics regarding declared dividends, including quarterly common stock dividend declarations throughout 2024 and the cash dividend for mandatory convertible preferred shares. The only remaining content is the general dividend policy stating that PG&E targets a payout ratio of approximately 20% of core earnings by 2028.

FY 2024 10-K
Removed
Filed Feb 13, 2025

PG&E Corporation On each of February 13, May 16, and September 19, 2024, the Board of Directors of PG&E Corporation declared a quarterly common stock dividend of $0.01 per share, each declaration totaling $21 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. On November 29, 2024, the Board of Directors of PG&E Corporation declared a new quarterly common stock dividend of $0.025 per share, totaling $55 million, which was paid on January 15, 2025, to holders of record as of December 31, 2024. 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. No dividend is payable unless and until declared by the applicable Board of Directors. The Board of Directors of PG&E Corporation retains authority to change the common stock dividend target and dividend payout ratio at any time. Future dividend decisions determined by the Board may be impacted by earnings, cash flows, credit metrics and other business conditions. On December 12, 2024, the Board of Directors of PG&E Corporation declared a cash dividend in the amount of $0.7167 per mandatory convertible preferred share, to be payable on March 1, 2025, to holders of record as of February 14, 2025.

FY 2025 10-K
Added
Filed Feb 12, 2026

Dividends PG&E Corporation has announced a dividend policy entailing consistent dividend increases targeting a dividend payout ratio of approximately 20% of core earnings by 2028. No dividend is payable unless and until declared by the applicable Board of Directors. The Board of Directors of PG&E Corporation retains authority to change the common stock dividend target and dividend payout ratio at any time. Future dividend decisions determined by the Board may be impacted by earnings, cash flows, credit metrics, and other business conditions.

de-emphasised Investing Activities The disclosure was significantly condensed, removing specific quantitative details such as the comparison between 2024 and 2023 investing cash flows, explanations regarding the purpose of trust funds, and estimates for future capital expenditures in 2025.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Other investing activities17 Net increase in cash used in investing activities(2,213) Cash used in investing activities - 2024$(11,375) 73 Net cash used in investing activities increased by $2.2 billion, or 24%, in 2024 compared to 2023. The increases were primarily due to a $898 million increase in purchases of self-insurance investments in 2024, and a $677 million increase in net purchases of customer credit trust investments, net of proceeds from sales. In addition, capital expenditures increased by $655 million in 2024 compared to 2023 primarily due to increased customer connection energization and electric distribution pole replacement. The Utility's investing activities primarily consist of the construction of new and replacement facilities necessary to provide safe and reliable electricity and natural gas services to its customers. Cash used in investing activities also includes the proceeds from sales of nuclear decommissioning trust, customer credit trust, and self-insurance investments which are partially offset by the amount of cash used to purchase new nuclear decommissioning trust, customer credit trust, and self-insurance investments. The funds in the decommissioning trusts, along with accumulated earnings, are used exclusively for decommissioning and dismantling the Utility's nuclear generation facilities. Pursuant to SB 901, the funds in the customer credit trust, along with accumulated earnings, are used exclusively to fund a monthly credit to customers. Future cash flows used in investing activities are largely dependent on the timing and amount of capital expenditures. The Utility estimates that it will incur $12.9 billion of capital expenditures in 2025. Additionally, future cash flows used in investing activities could be impacted by the timing and amount of contributions to the self-insurance captive (see "Self-Insurance" in Note 14 of the Notes to the Consolidated Financial Statements in Item 8) and to the customer credit trust, including $650 million to be contributed by March 2025 (see Note 5 of the Notes to the Consolidated Financial Statements in Item 8).

FY 2025 10-K
Added
Filed Feb 12, 2026

Investing Activities The Utility's investing activities primarily consist of the construction of new and replacement facilities necessary to provide safe and reliable electricity and natural gas services to its customers. Cash used in investing activities also includes the proceeds from sales of nuclear decommissioning trust, customer credit trust, and self-insurance investments which are partially offset by the amount of cash used to purchase new nuclear decommissioning trust, customer credit trust, and self-insurance investments. 60 The following table summarizes changes in key components of the Utility's investing cash flows for the year ended December 31, 2025, compared to December 31, 2024. (in millions)Year Ended December 31,

de-emphasised $2,498

FY 2024 10-K
Removed
Filed Feb 13, 2025

FRMMA 165 Gas storage balancing account 101 In line inspection memorandum account 92 Other 45 Total $2,498 In connection with the WGSC application, the Utility also requested interim rate relief of $583 million. The remaining $105 million would be recovered after the CPUC issues a final decision. On March 7, 2024, the CPUC approved a final decision authorizing the Utility to recover $516 million in interim rates to be recovered over at least 12 months starting April 1, 2024. The administrative law judge 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

FRMMA 165 Gas storage balancing account 101 In line inspection memorandum account 92 Other 45 Total $2,498 In connection with the WGSC application, the Utility also requested interim rate relief of $583 million. The remaining $105 million would be recovered after the CPUC issues a final decision. On March 7, 2024, the CPUC approved a final decision authorizing the Utility to recover $516 million in interim rates to be recovered over at least 12 months starting April 1, 2024.

reworded Tax Matters

FY 2024 10-K
Removed
Filed Feb 13, 2025

Tax Matters PG&E Corporation had a U.S. federal net operating loss carryforward of approximately $33.7 billion and a California net operating loss carryforward of approximately $34.9 billion as of December 31, 2024. Under Section 382 of the IRC, if a corporation (or a consolidated group) undergoes an "ownership change," net operating loss carryforwards and other tax attributes may be subject to certain limitations. In general, an ownership change occurs if the aggregate 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). 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. These restrictions prevent any person or entity (including certain groups of persons) from acquiring or accumulating 4.75% or more 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 Corporation. 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. 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. For example, based on the closing prices of 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 as of February 5, 2025 was 3.92% of the combined value of PG&E Corporation's outstanding common and preferred stock. 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. As of the date of this report, it is more likely than not that PG&E Corporation has not undergone an ownership change, and consequently, its net operating loss carryforwards and other tax attributes are not limited by Section 382 of the IRC. 63

FY 2025 10-K
Added
Filed Feb 12, 2026

Tax Matters PG&E Corporation had a U.S. federal net operating loss carryforward of approximately $38.3 billion and a California net operating loss carryforward of approximately $34.1 billion as of December 31, 2025. Under Section 382 of the IRC, if a corporation (or a consolidated group) undergoes an "ownership change," net operating loss carryforwards and other tax attributes may be subject to certain limitations (which could limit PG&E Corporation's or the Utility's ability to use these deferred tax assets to offset taxable income). In general, an ownership change occurs if the aggregate 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). PG&E Corporation's and the Utility's Amended and Restated Articles of Incorporation, each filed on June 22, 2020, and PG&E Corporation's 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. These restrictions prevent any person or entity (including certain groups of persons) from acquiring or accumulating 4.75% or more 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 Corporation. 53 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. Accordingly, although PG&E Corporation had 2,675,711,544 common shares outstanding as of February 4, 2026, only 2,197,967,954 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. For example, based on the closing prices of PG&E Corporation's common stock and preferred stock as of February 4, 2026, a person's effective Percentage Stock Ownership limitation for purposes of the Amended Articles as of February 4, 2026 was 3.92% of the combined value of PG&E Corporation's outstanding common and preferred stock. 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. As of the date of this report, it is more likely than not that PG&E Corporation has not undergone an ownership change, and consequently, its net operating loss carryforwards and other tax attributes are not limited by Section 382 of the IRC.

reworded Overview

FY 2024 10-K
Removed
Filed Feb 13, 2025

(3) Includes the tax effect of the Fire Victim Trust's sale of PG&E Corporation common stock in 2023. LIQUIDITY AND FINANCIAL RESOURCES Overview PG&E Corporation and the Utility expect to be able to generate and obtain adequate cash to meet their cash requirements in the short term and in the long term. 67 PG&E Corporation and the Utility rely on access to debt and equity markets and credit facilities to finance their capital requirements and support their liquidity needs. The CPUC authorizes the Utility's capital structure, the aggregate amount of long-term and short-term debt that the Utility may issue, and the revenue requirements the Utility is able to collect to recover its cost of service. The Utility generally utilizes retained earnings, equity contributions from PG&E Corporation and long-term debt issuances to maintain its CPUC-authorized long-term capital structure consisting of 52% common equity, 47.5% long-term debt, and 0.5% preferred equity and relies on short-term debt, including its revolving credit facilities, to fund temporary financing needs. The CPUC has granted the Utility a temporary waiver from compliance with its authorized regulatory capital structure until June 2025. The Utility is on track to comply with its authorized regulatory capital structure when the waiver terminates. PG&E Corporation's ability to fund operations, make scheduled principal and interest payments, fund equity contributions to the Utility, and pay dividends depends on the level of cash on hand, cash received from the Utility, and PG&E Corporation's access to the capital and credit markets. Generally, PG&E Corporation and the Utility expect that capital expenditures, debt maturities, and PG&E Corporation capital stock dividends will exceed operating cash flows. As a result, they expect to finance future cash needs in excess of operating cash flows primarily through the capital and credit markets. Additionally, due to its existing tax attributes, PG&E Corporation does not expect to pay significant federal cash taxes until at least 2029. 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. See "Tax Matters" above and "Inflation Reduction Act" in Legislative and Regulatory Initiatives below for a discussion of events that could limit PG&E Corporation's ability to use its net operating losses. PG&E Corporation and the Utility have various contractual commitments which impact cash requirements. These commitments are discussed in "Purchase Commitments" in Note 15 of the Notes to the Consolidated Financial Statements in Item 8. As of December 31, 2024, PG&E Corporation and the Utility had access to approximately $6.7 billion of total liquidity comprised of $705 million of the Utility's Cash and cash equivalents, $235 million of PG&E Corporation's Cash and cash equivalents and $5.8 billion of availability under PG&E Corporation's and the Utility's revolving credit facilities.

FY 2025 10-K
Added
Filed Feb 12, 2026

LIQUIDITY AND FINANCIAL RESOURCES Overview PG&E Corporation and the Utility expect to be able to generate and obtain adequate cash to meet their cash requirements in the short term and in the long term. PG&E Corporation and the Utility rely on access to debt and equity markets and credit facilities to finance their capital requirements and support their liquidity needs. The CPUC authorizes the Utility's capital structure, the aggregate amount of long-term and short-term debt that the Utility may issue, and the revenue requirements the Utility is able to collect to recover its cost of service. The Utility generally utilizes retained earnings, equity contributions from PG&E Corporation and long-term debt issuances to maintain its CPUC-authorized long-term capital structure consisting of 52% common equity, 47.5% long-term debt, and 0.5% preferred equity and relies on short-term debt, including its revolving credit facilities, to fund temporary financing needs. 57 PG&E Corporation's ability to fund operations, make scheduled principal and interest payments, fund equity contributions to the Utility, and pay dividends depends on the level of cash on hand, cash received from the Utility, and PG&E Corporation's access to the capital and credit markets. Generally, PG&E Corporation and the Utility expect that capital expenditures, debt maturities, and PG&E Corporation capital stock dividends will exceed operating cash flows. As a result, they expect to finance future cash needs in excess of operating cash flows primarily through the capital and credit markets. Additionally, due to its existing tax attributes, PG&E Corporation does not expect to pay significant federal cash taxes until at least 2031. 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 2026. See "Tax Matters" above for a discussion of events that could limit PG&E Corporation's ability to use its net operating losses. PG&E Corporation and the Utility have various contractual commitments which impact cash requirements. These commitments are discussed in "Purchase Commitments" in Note 15 of the Notes to the Consolidated Financial Statements in Part II, Item 8. As of December 31, 2025, PG&E Corporation and the Utility had access to approximately $4.5 billion of total liquidity comprised of $353 million of the Utility's Cash and cash equivalents, $360 million of PG&E Corporation's Cash and cash equivalents, and $3.8 billion of availability under PG&E Corporation's and the Utility's revolving credit facilities.

reworded Credit Ratings

FY 2024 10-K
Removed
Filed Feb 13, 2025

Credit Ratings Credit ratings impact the cost and availability of short-term borrowings, including credit facilities, and long-term debt costs. In addition, some of the Utility's commodity contracts contain collateral posting provisions tied to the Utility's credit rating from each of the major credit rating agencies. Contracts which may require collateral postings include the Utility's power and natural gas commodity, transportation, services, and environmental products agreements. Because the Utility's credit rating remains below investment grade, the Utility generally does not receive unsecured credit from its energy procurement counterparties and it may be required to increase its collateral postings if its credit rating is downgraded.

FY 2025 10-K
Added
Filed Feb 12, 2026

Credit Ratings Credit ratings impact the cost and availability of short-term borrowings, including credit facilities, and long-term debt costs. In addition, some of the Utility's commodity contracts contain collateral posting provisions tied to the Utility's unsecured credit rating from each of the major credit rating agencies. Contracts which may require collateral postings include the Utility's power and natural gas commodity, transportation, services, and environmental products agreements. Because the Utility's unsecured credit rating remains below investment grade with one of the major credit rating agencies, the Utility generally does not receive unsecured credit from its energy procurement counterparties, and it may be required to increase its collateral postings if its credit rating is downgraded.

reworded Restrictive Debt Covenants

FY 2024 10-K
Removed
Filed Feb 13, 2025

Restrictive Debt Covenants PG&E Corporation's and the Utility's credit agreements and the DOE Loan Guarantee Agreement contain various restrictive financial covenants, including a financial covenant requiring PG&E Corporation and the Utility to maintain a total consolidated debt to total consolidated capitalization ratio of no more than 70% and 65% for PG&E Corporation and the Utility, respectively, as of the end of each fiscal quarter. The failure to comply with the financial covenants contained in these financing arrangements could result in an event of default and the acceleration of the loans under the financing arrangements. 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 remain in compliance with all financial covenants. 68

FY 2025 10-K
Added
Filed Feb 12, 2026

Restrictive Debt Covenants PG&E Corporation's and the Utility's credit agreements and the DOE Loan Guarantee Agreement contain various restrictive financial covenants. One financial covenant requires that the ratio of total consolidated debt to total consolidated capitalization as of the end of each fiscal quarter be no more than 70% for PG&E Corporation and 65% for the Utility. The failure to comply with the financial covenants contained in these financing arrangements could result in an event of default and the acceleration of the loans under the financing arrangements. 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, 2025, PG&E Corporation and the Utility remain in compliance with all financial covenants.

reworded Net cash used in investing activities(12,316)(11,375)

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility's cash flows were as follows: Year Ended December 31, (in millions)20242023 Net cash provided by operating activities$8,268 $5,097 Net cash used in investing activities(11,375)(9,162)

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility's cash flows were as follows: Year Ended December 31, (in millions)20252024 Net cash provided by operating activities$9,035 $8,268 Net cash used in investing activities(12,316)(11,375)

reworded Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents$(366)$241

FY 2024 10-K
Removed
Filed Feb 13, 2025

Net cash provided by financing activities3,348 3,979 Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents$241 $(86) 72

FY 2025 10-K
Added
Filed Feb 12, 2026

Net cash provided by financing activities2,915 3,348 Net change in cash, cash equivalents, restricted cash, and restricted cash equivalents$(366)$241

reworded Cost Recovery Proceedings

FY 2024 10-K
Removed
Filed Feb 13, 2025

Cost Recovery Proceedings Periodically, costs arise that could not have been anticipated by the Utility during CPUC GRC proceedings or that have been deliberately excluded from such proceedings. For instance, these costs may result from catastrophic events, changes in regulation, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account and the CPUC may later authorize recovery of costs tracked in memorandum accounts if the costs are deemed incremental and prudently incurred. The CPUC may also authorize balancing accounts with limitations or caps on cost recovery. These accounts, which include the CEMA, WEMA, FHPMA, FRMMA, WMPMA, VMBA, WMBA, and MGMA among others, allow the Utility to track the costs associated with work related to disaster and wildfire response, other wildfire prevention-related costs, and certain third-party wildfire claims. While the Utility generally expects such costs to be recoverable, the CPUC may authorize the Utility to recover less than the full amount of its costs. In recent years, the amount of the costs recorded in these accounts has increased. Because rate recovery may require CPUC authorization of the costs in these accounts, there can be a delay between when the Utility incurs costs and when it may recover those costs. As of December 31, 2024, the Utility had recorded an aggregate amount of approximately $3.6 billion in costs for the CEMA, WEMA, FHPMA, FRMMA, WMPMA, VMBA, WMBA, and MGMA. Of these costs, approximately $1.2 billion was authorized for recovery and accounted for as current, and $2.4 billion was accounted for as long term as of December 31, 2024. See Note 3 of the Notes to the Consolidated Financial Statements in Item 8. If the amount of the costs recorded in these accounts continues to increase, or the delay between incurring and recovering costs lengthens, PG&E Corporation and the Utility may incur additional financing costs. If the Utility does not recover the full amount of its recorded costs, the difference between the recorded and recovered amounts would be written off as a non-cash disallowance. Such disallowances could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. For more information, see Note 3 of the Notes to the Consolidated Financial Statements in Item 8, and "Wildfire Mitigation and Catastrophic Events Cost Recovery Applications" and "Wildfire and Gas Safety Costs Recovery Application" below. The Utility's cost recovery proceedings for the costs described above that are pending, have pending appeals, or were completed during the year ended December 31, 2024 are summarized in the following table:

FY 2025 10-K
Added
Filed Feb 12, 2026

Cost Recovery Proceedings Periodically, costs arise that could not have been anticipated by the Utility during CPUC GRC proceedings or that have been deliberately excluded from such proceedings. For instance, these costs may result from catastrophic events, changes in regulation, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account and the CPUC may later authorize recovery of costs tracked in memorandum accounts if the costs are deemed incremental and prudently incurred. The CPUC may also authorize memorandum and balancing accounts with limitations or caps on cost recovery. These accounts, which include the CEMA, WEMA, FRMMA, WMPMA, VMBA, WMBA, among others, allow the Utility to track the costs associated with work related to disaster and wildfire response, other wildfire prevention-related costs, and certain third-party wildfire claims. While the Utility generally expects such costs to be recoverable, the CPUC may authorize the Utility to recover less than the full amount of its costs. 62 In recent years, the Utility has recorded significant amounts to these accounts. Because rate recovery may require CPUC authorization of the costs in these accounts, there can be a delay between when the Utility incurs costs and when it may recover those costs. As of December 31, 2025, the Utility had recorded an aggregate amount of approximately $2.2 billion in costs for the CEMA, WEMA, FRMMA, WMPMA, VMBA, and WMBA, substantially all of which was accounted for as long term. See Note 3 of the Notes to the Consolidated Financial Statements in Part II, Item 8. If the amount of the costs recorded in these accounts increases, or the delay between incurring and recovering costs lengthens, PG&E Corporation and the Utility may incur additional financing costs. If the Utility does not recover the full amount of its recorded costs, the difference between the recorded and recovered amounts would be written off as a non-cash disallowance. Such disallowances could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. For more information, see Note 3 of the Notes to the Consolidated Financial Statements in Part II, Item 8, and "Wildfire Mitigation and Catastrophic Events Cost Recovery Applications" and "Wildfire and Gas Safety Costs Recovery Application" below.

reworded LITIGATION AND OTHER MATTERS

FY 2024 10-K
Removed
Filed Feb 13, 2025

LITIGATION MATTERS PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to the enforcement and litigation matters described in Notes 14 and 15 of the Notes to the Consolidated Financial Statements in Item 8 and in "Regulatory Matters" below that are incorporated by reference herein. The outcome of these matters, individually or in the aggregate, could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2025 10-K
Added
Filed Feb 12, 2026

LITIGATION AND OTHER MATTERS PG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to matters described in Notes 14 and 15 of the Notes to the Consolidated Financial Statements in Part II, Item 8 and in "Regulatory Matters" above that are incorporated by reference herein. The outcome of these matters, individually or in the aggregate, could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

reworded Interest Rate Risk

FY 2024 10-K
Removed
Filed Feb 13, 2025

Interest Rate Risk Interest rate risk sensitivity analysis is used to measure interest rate risk by computing estimated changes in cash flows as a result of assumed changes in market interest rates. At December 31, 2024 and 2023, if interest rates changed by one percent for all PG&E Corporation and Utility variable rate long-term debt, short-term borrowings, and cash investments, the pre-tax impact on net income over the next 12 months would be $6 million and $57 million, respectively, based on net variable rate debt and other interest rate-sensitive instruments outstanding. See Note 4 of the Notes to the Consolidated Financial Statements in Item 8 for further discussion of interest rates. 82

FY 2025 10-K
Added
Filed Feb 12, 2026

Interest Rate Risk Interest rate risk sensitivity analysis is used to measure interest rate risk by computing estimated changes in cash flows as a result of assumed changes in market interest rates. At December 31, 2025 and 2024, if interest rates changed by one percent for all PG&E Corporation and Utility variable rate long-term debt, short-term borrowings, and cash investments, the pre-tax impact on net income over the next 12 months would be $37 million and $6 million, respectively, based on net variable rate debt and other interest rate-sensitive instruments outstanding. See Note 4 of the Notes to the Consolidated Financial Statements in Item 8 for further discussion of interest rates.

reworded December 31, 2024$1,114 4 $708

FY 2024 10-K
Removed
Filed Feb 13, 2025

December 31, 2024$1,114 4 $708 December 31, 2023$926 3 $457 (1) Exposure is the positive exposure maximum that equals mark-to-market value on physically and financially settled contracts, plus net receivables (payables) where netting is contractually allowed minus collateral posted by counterparties and held by the Utility plus collateral posted by the Utility and held by the counterparties. For purposes of this table, parental guarantees are not included as part of the calculation. Exposure amounts reported above do not include adjustments for time value or liquidity.

FY 2025 10-K
Added
Filed Feb 12, 2026

December 31, 2025$1,048 4 $714 December 31, 2024$1,114 4 $708 (1) Exposure is the positive exposure maximum that equals mark-to-market value on physically and financially settled contracts, plus net receivables (payables) where netting is contractually allowed minus collateral posted by counterparties and held by the Utility plus collateral posted by the Utility and held by the counterparties. For purposes of this table, parental guarantees are not included as part of the calculation. Exposure amounts reported above do not include adjustments for time value or liquidity. 69

reworded CRITICAL ACCOUNTING ESTIMATES

FY 2024 10-K
Removed
Filed Feb 13, 2025

CRITICAL ACCOUNTING ESTIMATES The preparation of the Consolidated Financial Statements in accordance with GAAP involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting policies described below are considered to be critical accounting estimates due, in part, to their complexity and because their application is relevant and material to the financial position and results of operations of PG&E Corporation and the Utility, and because these policies require the use of material judgments and estimates. Actual results may differ materially from these estimates and assumptions. These accounting estimates and their key characteristics are outlined below.

FY 2025 10-K
Added
Filed Feb 12, 2026

CRITICAL ACCOUNTING ESTIMATES The preparation of the Consolidated Financial Statements in accordance with GAAP involves the use of estimates and assumptions that affect the recorded amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The accounting policies described below are considered to be critical accounting estimates due, in part, to their complexity and because their application is relevant and material to the financial position and results of operations of PG&E Corporation and the Utility, and because these policies require the use of material judgments and estimates. Actual results may differ materially from these estimates and assumptions.

reworded Regulatory Accounting

FY 2024 10-K
Removed
Filed Feb 13, 2025

Regulatory Accounting As a regulated entity, the Utility records regulatory assets and liabilities for amounts that are deemed probable of recovery from, or refund to, customers. The Utility continues to apply ASC 980, Regulated Operations. These amounts would otherwise be recorded to expense or income under GAAP. Refer to "Regulation and Regulated Operations" in Note 2 as well as Note 3 of the Notes to the Consolidated Financial Statements in Item 8. As of December 31, 2024, PG&E Corporation and the Utility reported regulatory assets (including current regulatory balancing accounts receivable) of $23.0 billion and regulatory liabilities (including current regulatory balancing accounts payable) of $23.8 billion. Determining probability requires significant judgment by management and includes consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders, and the strength or status of applications for rehearing or court appeals. For some of the Utility's regulatory assets, including utility-retained generation, the Utility has determined that the costs are recoverable based on specific approval from the CPUC. The Utility also records a regulatory asset when a mechanism is in place to recover current expenditures and historical experience indicates that recovery of incurred costs is probable, such as the regulatory assets for pension benefits; deferred income tax; price risk management; and unamortized loss, net of gain, on reacquired debt. If the Utility determined that it is no longer probable that regulatory assets would be recovered or reflected in future rates, or if the Utility ceased to be subject to rate regulation, the regulatory assets would be charged against income in the period in which that determination was made. If regulatory accounting did not apply, the Utility's future financial results could become more volatile as compared to historical financial results due to the differences in the timing of expense or revenue recognition. A portion of the Utility's regulatory asset balances relate to items which could not be anticipated by the Utility during CPUC GRC rate requests resulting from catastrophic events, changes in regulation, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account, and the CPUC may authorize recovery of costs tracked in memorandum accounts if the costs are deemed incremental and prudently incurred. These accounts, which include the CEMA, WEMA, FHPMA, FRMMA, WMPMA, VMBA, WMBA, and MGMA among others, allow the Utility to track the costs associated with work related to disaster and wildfire response, and other wildfire prevention-related costs. In addition, the RUBA tracks costs associated with customer protections, including higher uncollectible costs related to a moratorium on electric and gas service disconnections for residential customers. While the Utility generally believes such costs are recoverable, rate recovery requires CPUC authorization in separate proceedings or through a GRC. 86 Additionally, SB 901 provides a mechanism for the CPUC to potentially allow recovery in future rates, through a securitization mechanism, of wildfire-related costs found to be just and reasonable by the CPUC and, only for the 2017 Northern California wildfires, any amounts in excess of the customer harm threshold ("CHT"). SB 901 required the CPUC to establish the CHT to limit certain disallowances in the aggregate, so that they do not exceed the maximum amount that the Utility can pay without harming customers or materially impacting its ability to provide adequate and safe service. The Utility must evaluate the likelihood of recovery in future rates each period. In 2022, PG&E Corporation and the Utility recorded a regulatory asset associated with SB 901. As of December 31, 2024, the SB 901 regulatory asset was approximately $5.2 billion. See Note 5 of the Notes to the Consolidated Financial Statements in Item 8. In addition, regulatory accounting standards require recognition of a loss if it becomes probable that capital expenditures will be disallowed for ratemaking purposes and if a reasonable estimate of the amount of the disallowance can be made. Such assessments require significant judgment by management regarding probability of recovery, as described above, and the ultimate cost of construction of capital assets. The Utility records a loss to the extent capital costs are expected to exceed the amount to be recovered. The Utility's capital forecasts involve a series of complex judgments regarding detailed project plans, estimates included in third-party contracts, historical cost experience for similar projects, permitting requirements, environmental compliance standards, and a variety of other factors.

FY 2025 10-K
Added
Filed Feb 12, 2026

Regulatory Accounting As a regulated entity, the Utility records regulatory assets and liabilities for amounts that are deemed probable of recovery from, or refund to, customers. The Utility continues to apply ASC 980, Regulated Operations. Refer to "Regulation and Regulated Operations" in Note 2 as well as Note 3 of the Notes to the Consolidated Financial Statements in Item 8. As of December 31, 2025, PG&E Corporation and the Utility reported regulatory assets (including current regulatory balancing accounts receivable) of $22.6 billion and regulatory liabilities (including current regulatory balancing accounts payable) of $24.3 billion. Determining probability requires significant judgment by management and includes consideration of testimony presented in regulatory hearings, proposed regulatory decisions, final regulatory orders, and the strength or status of applications for rehearing or court appeals. For some of the Utility's regulatory assets, including utility-retained generation, the Utility has determined that the costs are recoverable based on specific approval from the CPUC. The Utility also records a regulatory asset when a mechanism is in place to recover current expenditures and historical experience indicates that recovery of incurred costs is probable, such as the regulatory assets for pension benefits; deferred income tax; price risk management; and unamortized loss, net of gain, on reacquired debt. If the Utility determined that it is no longer probable that regulatory assets would be recovered or reflected in future rates, or if the Utility ceased to be subject to rate regulation, the regulatory assets would be charged against income in the period in which that determination was made. If regulatory accounting did not apply, the Utility's future financial results could become more volatile as compared to historical financial results due to the differences in the timing of expense or revenue recognition. A portion of the Utility's regulatory asset balances relate to items which could not be anticipated by the Utility during CPUC GRC rate requests resulting from catastrophic events, changes in regulation, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account, and the CPUC may authorize recovery of costs tracked in memorandum accounts if the costs are deemed incremental and prudently incurred. These accounts, which include the CEMA, WEMA, FRMMA, WMPMA, VMBA, WMBA, and MGMA among others, allow the Utility to track the costs associated with work related to disaster and wildfire response, and other wildfire prevention-related costs. While the Utility generally believes such costs are recoverable, rate recovery requires CPUC authorization in separate proceedings or through a GRC. Additionally, SB 901 provides a mechanism for the CPUC to allow recovery in future rates, through a securitization mechanism, of wildfire-related costs found to be just and reasonable by the CPUC and, only for the 2017 Northern California wildfires, any amounts in excess of the customer harm threshold ("CHT"). SB 901 required the CPUC to establish the CHT to limit certain disallowances in the aggregate, so that they do not exceed the maximum amount that the Utility can pay without harming customers or materially impacting its ability to provide adequate and safe service. The Utility must evaluate the likelihood of recovery in future rates each period. In 2022, PG&E Corporation and the Utility recorded a regulatory asset associated with SB 901. As of December 31, 2025, the SB 901 regulatory asset was approximately $5.1 billion. See Note 5 of the Notes to the Consolidated Financial Statements in Item 8. In addition, regulatory accounting standards require recognition of a loss if it becomes probable that capital expenditures will be disallowed for ratemaking purposes and if a reasonable estimate of the amount of the disallowance can be made. Such assessments require significant judgment by management regarding probability of recovery, as described above, and the ultimate cost of construction of capital assets. The Utility records a loss to the extent capital costs are expected to exceed the amount to be recovered. The Utility's capital forecasts involve a series of complex judgments regarding detailed project plans, estimates included in third-party contracts, historical cost experience for similar projects, permitting requirements, environmental compliance standards, and a variety of other factors. 72

reworded Rate of increase in compensation0.50 %35 267

FY 2024 10-K
Removed
Filed Feb 13, 2025

Costs Increase in Projected Benefit Obligation at December 31, 2024 Discount rate(0.50)%$(1)$1,093 Rate of return on plan assets(0.50)%85 - Rate of increase in compensation0.50 %30 250

FY 2025 10-K
Added
Filed Feb 12, 2026

Costs Increase in Projected Benefit Obligation at December 31, 2025 Discount rate(0.50)%$13 $1,148 Rate of return on plan assets(0.50)%82 - Rate of increase in compensation0.50 %35 267

  symbology.online · text diffs 

Side-by-side against the prior Risk Factors.

Risk Factors

14 changes
escalated Risks Related to Wildfires The disclosure now includes a new section detailing California law requiring full restitution of economic loss if the Utility is convicted of wildfire charges, while also updating financial figures to show increased accrued losses for the Kincade ($1.325 billion) and Dixie ($2.15 billion) fires. Additionally, the reported available liability insurance coverage for the Dixie fire decreased from $527 million to $521 million.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Additionally, under the doctrine of inverse condemnation, courts have imposed liability against utilities on the grounds that losses borne by the person whose property was damaged through a public-use undertaking should be spread across the community that benefited from such undertaking, even if the utility is unable to recover these costs through rates. In fact, in December 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company stated it had incurred as a result of the doctrine of inverse condemnation. Legal challenges to that denial were unsuccessful. Plaintiffs have asserted and continue to assert the doctrine of inverse condemnation in lawsuits related to certain wildfires that occurred in the Utility's service area. Inverse condemnation imposes strict liability (including liability for attorneys' fees) for damages as a result of the design, construction and maintenance of utility facilities, including utilities' electric transmission lines. 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 litigation against PG&E Corporation or the Utility. 39 Although the Utility has taken extensive measures to reduce the threat of future wildfires, the potential that the Utility's equipment will be involved in the ignition of future wildfires, including catastrophic wildfires, is significant. This risk may be attributable to, and exacerbated by, a variety of factors, including climate (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), infrastructure, and vegetation conditions. The Utility's significant infrastructure investment, vegetation management, and de-energization strategies do not eliminate wildfire risk and may not prevent future wildfires. Once an ignition has occurred, the Utility is unable to control the extent of 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 annual safety 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 2021 Dixie fire, the 2022 Mosquito fire, or any future wildfires. For more information about the 2019 Kincade 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 wildfires through rates. 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. PG&E Corporation and the Utility could also incur substantial costs in excess of insurance coverage in connection with the 2022 Mosquito fire. 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 inability to recover all or a significant portion of costs in excess of insurance through rates could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. For more information on wildfire recovery risk, see "The Wildfire Fund and other provisions of AB 1054 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires" above and Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

FY 2025 10-K
Added
Filed Feb 12, 2026

Under California law (including Penal Code section 1202.4), if the Utility were convicted of any charges in connection with a wildfire, the sentencing court must order the Utility to "make restitution to the victim or victims in an amount established by court order" that is "sufficient to fully reimburse the victim or victims for every determined economic loss incurred as the result of" the Utility's underlying conduct, in addition to interest and the victim's or victims' attorneys' fees. This requirement for full reimbursement of economic loss is not waivable by either the government or the victims and is not offset by any compensation that the victims have received or may receive from their insurance carriers. A hearing on the status of restitution in the Butte County District Attorney's Office's investigation into the 2018 Camp fire has been continued several times, most recently to April 24, 2026. For more information, see Note 15 of the Notes to the Consolidated Financial Statements in the 2024 Form 10-K. Additionally, under the doctrine of inverse condemnation, courts have imposed liability against utilities on the grounds that losses borne by the person whose property was damaged through a public-use undertaking should be spread across the community that benefited from such undertaking, even if the utility is unable to recover these costs through rates. In fact, in December 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company ("SDGE") stated it had incurred as a result of the doctrine of inverse condemnation. Legal challenges to that denial were unsuccessful. Plaintiffs have asserted and continue to assert the doctrine of inverse condemnation in lawsuits related to certain wildfires that occurred in the Utility's service area. Inverse condemnation imposes strict liability (including liability for attorneys' fees) for damages as a result of the design, construction and maintenance of utility facilities, including utilities' electric transmission lines. Although the Utility has taken extensive measures to reduce the threat of future wildfires, the potential that the Utility's equipment will be involved in the ignition of future wildfires, including catastrophic wildfires, is significant. This risk may be attributable to, and exacerbated by, a variety of factors, including climate (in particular, extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), infrastructure, and vegetation conditions. The Utility's significant infrastructure investment, vegetation management, and de-energization strategies do not eliminate wildfire risk and may not prevent future wildfires. Once an ignition has occurred, the Utility is unable to control the extent of damages, which are 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 annual safety 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 2021 Dixie fire, the 2022 Mosquito fire, or any future wildfires. For more information about the 2019 Kincade fire, the 2021 Dixie fire, the 2022 Mosquito fire, and the Wildfire-Related Securities Claims, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8. 33 The Utility may be unable to recover all or a significant portion of its costs in excess of insurance coverage in connection with wildfires through rates. PG&E Corporation's and the Utility's accrued losses for the 2019 Kincade fire and the 2021 Dixie fire of $1.325 billion and $2.15 billion exceed the amounts of available liability insurance coverage of $430 million and $521 million, respectively. PG&E Corporation and the Utility could also incur substantial costs in excess of insurance coverage in connection with the 2022 Mosquito fire. As of December 31, 2025, the Utility has recorded probable recoveries of $632 million and $61 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 inability to recover all or a significant portion of costs in excess of insurance through rates could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. For more information on wildfire recovery risk, see "The Wildfire Fund, Continuation Account, and other provisions of AB 1054 and SB 254 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires" above and Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

escalated The Utility may be unable to manage its costs effectively. The description of cost savings efforts was expanded to include improving work management, identifying capital expenditure opportunities, and organizational design; additionally, a new risk was introduced stating that affordability concerns could result in adverse legislation.

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility may be unable to manage its costs effectively. The Utility has set a goal to increase its capital investments to meet safety and climate goals, while also achieving operating cost savings. The Utility's ability to achieve such savings depends, in part, on whether the Utility can improve the planning and execution of its work by continuing to implement the Lean operating system. Even if the Utility is able to reduce some costs, other emerging priorities, such as emergency response, public purpose programs, wildfire mitigation initiatives, or California's clean energy transition, could require it to reinvest those savings. Concerns about high rates for the Utility's customers could negatively impact PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. The rates paid by the Utility's customers are impacted by the Utility's costs, commodity prices, and broader energy trends. The Utility's capital investment plan, increasing procurement of renewable power and energy storage, increasing environmental regulations, and the cumulative impact of other public policy requirements, collectively place continuing upward pressure on customers' rates. In particular, the Utility will need to make substantial, sustained investments to its infrastructure to adapt to climate change, enable the clean energy transition, and mitigate wildfire risk. 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. For more information on factors that could cause the Utility's costs to increase, see "The Utility's ratemaking and cost recovery proceedings may not authorize sufficient revenues, or the Utility's actual costs could exceed its authorized or forecasted costs due to various factors" above. The CPUC considers affordability as it adjudicates the Utility's rate cases, and concerns about affordability could cause the CPUC to approve lesser amounts in the Utility's ratemaking or cost recovery proceedings. To relieve upward rate pressure, the CPUC has authorized and may in the future authorize lower revenues than the Utility requested or increase the period over which the Utility is allowed to recover amounts. The Utility's level of authorized capital investment could decline as well, leading to fewer new business interconnections and a slower growth in rate base and earnings. As a result, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows could be materially affected.

FY 2025 10-K
Added
Filed Feb 12, 2026

Risks Related to PG&E Corporation's and the Utility's Environment and Financial Condition The Utility may be unable to manage its costs effectively. The Utility has set a goal to increase its capital investments to meet safety and climate goals, while also achieving operating cost savings. The Utility's ability to achieve such savings depends, in part, on whether the Utility can improve the planning and execution of its work by continuing to implement the Lean operating system, improve its work management, identify additional opportunities to convert expenses to capital expenditures, and improve organizational design. Even if the Utility is able to reduce some costs through such efforts, other emerging priorities, such as emergency response, public purpose programs, wildfire mitigation initiatives, or California's clean energy transition, could require it to reinvest those savings, which would offset the beneficial effect of such savings on net income. Moreover, under cost-of-service ratemaking, the Utility's earnings depend in large part on its ability to manage costs, and if it is unable to manage costs effectively for the foregoing or any other reasons, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity and cash flows may be adversely affected. 41 Concerns about high rates for the Utility's customers could negatively impact PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. The rates paid by the Utility's customers are impacted by the Utility's costs, commodity prices, and broader energy trends. The Utility's capital investment plan, increasing procurement of renewable power and energy storage, increasing environmental regulations, and the cumulative impact of other public policy requirements, collectively place continuing upward pressure on customers' rates. In particular, the Utility will need to make substantial, sustained investments to its infrastructure to adapt to climate change, enable the clean energy transition, and mitigate wildfire risk. 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 or fails to reduce other customers' bills to the extent 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. For more information on factors that could cause the Utility's costs to increase, see "The Utility's ratemaking and cost recovery proceedings may not authorize sufficient revenues, or the Utility's actual costs could exceed its authorized or forecasted costs" above. In addition, the CPUC considers affordability as it adjudicates the Utility's rate cases, and concerns about affordability could cause the CPUC to approve lesser amounts in the Utility's ratemaking or cost recovery proceedings. To relieve upward rate pressure on customers, the CPUC has authorized and may in the future authorize lower revenues than the Utility requested or increase the period over which the Utility is allowed to recover amounts. The Utility's level of authorized capital investment could decline as well, leading to fewer new business interconnections and a slower growth in rate base and earnings. Concerns about affordability could also result in new legislation, see "PG&E Corporation and the Utility could be adversely affected by legislative and regulatory developments, including through increased compliance costs and penalties" above. As a result, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows could be materially affected.

escalated An Enhanced Oversight and Enforcement Process proceeding could result in the Utility losing its license to operate as a utility. The disclosure was significantly expanded to detail how changes in laws or regulations could impact the business model and rates, providing a concrete example of potential future federal cash liabilities stemming from the Inflation Reduction Act's corporate alternative minimum tax. Additionally, the description of the Enhanced Oversight and Enforcement Process now explicitly states that the review of the Certificate of Public Convenience and Necessity could result in revocation of the utility's license to operate.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Risks Related to Other Enforcement Matters, Investigations, and Regulatory Proceedings PG&E Corporation and the Utility are subject to the Enhanced Oversight and Enforcement Process. The EOEP is a six-step process with potentially escalating CPUC oversight and enforcement measures based on specific "triggering events" identified for each of the six steps. If the Utility is placed into the EOEP, it will be subject to additional reporting requirements and additional monitoring and oversight by the CPUC. Higher steps of the process (steps 3 through 6) also contemplate additional enforcement mechanisms, including appointment of an independent third-party monitor, appointment of a chief restructuring officer, pursuit of the receivership remedy, and review of the Utility's Certificate of Public Convenience and Necessity (i.e., its license to operate as a utility). The process contains provisions for the Utility to cure and exit the process if it can satisfy specific criteria. The EOEP states that the Utility should presumptively move through the steps of the process sequentially, but the CPUC may place the Utility into the appropriate step of the process upon occurrence of a specified triggering event. PG&E Corporation and the Utility could incur significant costs to comply with laws and regulations and be adversely affected by legislative and regulatory developments. The Utility and its operations are subject to extensive federal, state, and local laws, regulations, and orders. The Utility incurs significant capital, operating, and other costs associated with compliance with these rules. These rules could change, which could change the Utility's compliance obligations and the costs to comply with these rules. Non-compliance with these rules could result in the imposition of material fines on PG&E Corporation and the Utility, other regulatory exposure, significant litigation, and reputational harm, which could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2025 10-K
Added
Filed Feb 12, 2026

An Enhanced Oversight and Enforcement Process proceeding could result in the Utility losing its license to operate as a utility. The EOEP is a six-step process with potentially escalating CPUC oversight and enforcement measures based on specific "triggering events" identified for each of the six steps. If the Utility is placed into an EOEP proceeding, it will be subject to additional reporting requirements and additional monitoring and oversight by the CPUC. Higher steps of the process (steps 3 through 6) also contemplate additional enforcement mechanisms, including appointment of an independent third-party monitor, appointment of a chief restructuring officer, pursuit of the receivership remedy, and review of the Utility's Certificate of Public Convenience and Necessity (i.e., its license to operate as a utility, which could be revoked). The process contains provisions for the Utility to cure and exit the process if it can satisfy specific criteria. The EOEP states that the Utility should presumptively move through the steps of the process sequentially, but the CPUC may place the Utility into the appropriate step of the process upon occurrence of a specified triggering event. PG&E Corporation and the Utility could be adversely affected by legislative and regulatory developments, including through increased compliance costs and penalties. PG&E Corporation, the Utility, and their operations are subject to extensive federal, state, and local laws, regulations, and orders. The Utility incurs significant capital, operating, and other costs associated with compliance with these rules. These rules could change, which could increase the Utility's compliance obligations and the costs to comply with these rules. Non-compliance with these rules could result in the imposition of material fines, on PG&E Corporation and the Utility, other regulatory exposure and financial risk, significant litigation, and reputational harm. PG&E Corporation and the Utility may also be affected by changes in laws or regulations, or their application, which could impact their business model, rates, rate base, cost recoveries, revenues, or spending, which in turn could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. For example, 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 for tax years beginning on or after 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 2028, the amount of which may become substantial in future years.

escalated The Utility's electricity and natural gas operations are inherently hazardous and involve significant risks. The current period introduces a new material risk disclosure detailing that the Utility's operational networks and information technology systems could be impacted by cyber incidents, cybersecurity breaches, physical attacks, or technology failure. This expanded section explains that these IT systems are critical for monitoring the electric grid, processing transactions, managing customer data, and producing financial statements.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Insurance, equipment warranties, or other contractual indemnification requirements may not be sufficient or effective to provide full or even partial recovery under all circumstances or against all hazards or liabilities to which the Utility may become subject. An uninsured loss could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. The electric power and natural gas industries are undergoing significant changes driven by technological advancements and a decarbonized economy, which could lead to the reduction in demand for natural gas as an energy resource that could impact the Utility's ability to recover the value of its investments through rates. The electric power industry is undergoing transformative change driven by technological advancements enabling customer choice and state climate policy supporting a decarbonized economy. California utilities also are experiencing increasing deployment by customers and third parties of distributed energy resources, such as on-site solar generation, electric vehicles, electric heat pump space conditioning and water heating, battery electric storage, fuel cells, energy efficiency, and demand response technologies. These developments will require further modernization of the electric distribution grid to, among other things, accommodate increasing two-way flows of electricity and increase the grid's capacity to interconnect these resources. In addition, enabling California's clean energy transition will require sustained investments in grid modernization, renewable energy integration projects, energy efficiency programs, energy storage options, electric vehicle infrastructure, and state infrastructure modernization (e.g., rail and water projects). The Utility may be unable to effectively adapt to these potential business and regulatory changes, for instance by failing to meet customer demand for new business interconnections in a timely manner. The CPUC is also conducting proceedings to evaluate changes to the planning and operation of the electric distribution grid in order to prepare for higher penetration of distributed energy resources and consider future grid modernization and grid reinforcement investments; evaluate if traditional grid investments can be deferred by distributed energy resources, and if feasible, what, if any, compensation to utilities would be appropriate for enabling those investments; and clarify the role of the electric distribution grid operator. If the Utility is unable to effectively adapt to these potential business and regulatory changes, its business model and its ability to execute on its strategy could be materially impacted. Various jurisdictions within California have enacted prohibitions or restrictions on use and consumption of natural gas, for example in buildings, that will reduce the use of natural gas. Reducing natural gas use reduces the gas customer base and could diminish the need for gas infrastructure and, as a result, could lead to certain gas assets no longer being "used and useful" (under CPUC precedent, when an asset no longer meets the standard of "used and useful," the asset is removed from rate base, which may result in a reduction in associated rate recovery). 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. However, even as natural gas demand is projected to decline over time, the costs of operating a safe and reliable gas delivery system in California have been increasing, among other things, to cover the cost of long-term pipeline safety enhancements. If the Utility is unable to recover through rates its investments into the natural gas system while still ensuring gas system safety and reliability, its financial condition, results of operations, liquidity, and cash flows could be materially affected. 42 These industry changes, costs associated with complying with new regulatory developments and initiatives and with technological advancements, or the Utility's inability to successfully adapt to changes in the electric and gas industry, could materially affect the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2025 10-K
Added
Filed Feb 12, 2026

Insurance, equipment warranties, or other contractual indemnification requirements may not be sufficient or effective to provide full or even partial recovery under all circumstances or against all hazards or liabilities to which the Utility may become subject. An uninsured loss could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. The electric power and natural gas industries are undergoing significant changes driven by technological advancements and a decarbonized economy, which could lead to the reduction in demand for natural gas as an energy resource that could impact the Utility's ability to recover the value of its investments through rates. The electric power industry is undergoing transformative change driven by technological advancements enabling customer choice and state climate policy supporting a decarbonized economy. California utilities also are experiencing increasing deployment by customers and third parties of distributed energy resources, such as on-site solar generation, electric vehicles, electric heat pump space conditioning and water heating, battery electric storage, fuel cells, energy efficiency, and demand response technologies. These developments will require further modernization of the electric distribution grid to, among other things, accommodate increasing two-way flows of electricity and increase the grid's capacity to interconnect these resources. In addition, enabling California's clean energy transition will require sustained investments in grid modernization, renewable energy integration projects, energy efficiency programs, energy storage options, electric vehicle infrastructure, and state infrastructure modernization (e.g., rail and water projects). The Utility may be unable to effectively adapt to these potential business and regulatory changes, for instance by failing to meet customer demand for new business interconnections in a timely manner. The CPUC is also conducting proceedings to evaluate changes to the planning and operation of the electric distribution grid in order to prepare for higher penetration of distributed energy resources and consider future grid modernization and grid reinforcement investments; evaluate if traditional grid investments can be deferred by distributed energy resources, and if feasible, what, if any, compensation to utilities would be appropriate for enabling those investments; and clarify the role of the electric distribution grid operator. If the Utility is unable to effectively adapt to these potential business and regulatory changes, its business model and its ability to execute on its strategy could be materially impacted. Various jurisdictions within California have enacted prohibitions or restrictions on use and consumption of natural gas, for example in buildings, that have reduced, and will continue to reduce the use of natural gas. Reducing natural gas use reduces the gas customer base and could diminish the need for gas infrastructure and, as a result, could lead to certain gas assets no longer being "used and useful" (under CPUC precedent, when an asset no longer meets the standard of "used and useful," the asset is removed from rate base, which may result in a reduction in associated rate recovery). 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. However, even as natural gas demand is projected to decline over time, the costs of operating a safe and reliable gas delivery system in California have been increasing, among other things, to cover the cost of long-term pipeline safety enhancements. If the Utility is unable to recover through rates its investments into the natural gas system while still ensuring gas system safety and reliability, its financial condition, results of operations, liquidity, and cash flows could be materially affected. These industry changes, costs associated with complying with new regulatory developments and initiatives and with technological advancements, or the Utility's inability to successfully adapt to changes in the electric and gas industry, could materially affect the Utility's financial condition, results of operations, liquidity, and cash flows. 38 The Utility's operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, physical attack, or technology failure. The Utility relies on technology to operate its business, including complex operational, interconnected networks and information technology systems that support critical functions. The Utility also depends on information technology systems to help it monitor and operate the electric grid, detect ignitions and collect other wildfire-related information, process transactions, track and collect revenues, manage customer billing and energy usage data, maintain internal control over financial reporting, and produce accurate and timely financial statements and regulatory filings. These information technology systems allow the Utility to create, collect, use, disclose, store, and otherwise process sensitive information, including regarding customers, employees, and other individuals. These systems can be damaged or disrupted by malicious events such as cyber or physical attacks, or by technology failure.

de-emphasised The Utility's environmental remediation costs could exceed its liability estimates. The disclosure was significantly shortened by removing the specific detail that the CPUC authorized rate recovery for 90% of hazardous substance remediation costs; furthermore, the discussion on future cost increases was narrowed from including stricter standards and expansive application to only mentioning new legislation or regulation.

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility's operations are subject to extensive environmental laws, and such laws could change. The Utility has been in the past, and may be in the future, required to pay for environmental remediation costs at sites where it is or may be identified as a potentially responsible party under federal and state environmental laws. These costs can be difficult to estimate due to uncertainties about the extent of contamination, emerging contaminants, remediation alternatives, the applicable remediation levels, and the financial ability of other potentially responsible parties, and the Utility's recorded liabilities for known environmental obligations may not accurately estimate its losses. For more information, see Note 15 of the Notes to the Consolidated Financial Statements in Item 8. Environmental remediation costs could increase in the future as a result of new legislation or regulation, the current trend toward more stringent standards, or stricter and more expansive application of existing environmental regulations. Failure to comply with these laws and regulations, or failure to comply with the terms of licenses or permits issued by environmental or regulatory agencies, could expose the Utility to claims by third parties or the imposition of civil or criminal fines or other sanctions. The CPUC has authorized the Utility to recover its environmental remediation costs for certain sites through various ratemaking mechanisms. One of these mechanisms allows the Utility rate recovery for 90% of its hazardous substance remediation costs for certain approved sites without a reasonableness review. The CPUC may discontinue or change these ratemaking mechanisms in the future, or the Utility may incur environmental costs that exceed amounts the CPUC has authorized the Utility to recover through rates. Some of the Utility's environmental costs, such as the remediation costs associated with the Hinkley natural gas compressor site, are not recoverable through rates or insurance. See "Environmental Regulation" in Item 1 and Note 15 of the Notes to the Consolidated Financial Statements in Item 8. The Utility's costs to remediate groundwater contamination near the Hinkley natural gas compressor site and to abate the effects of the contamination, changes in estimated costs, and the extent to which actual remediation costs differ from recorded liabilities have had, and may continue to have, a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility's environmental remediation costs could exceed its liability estimates. The Utility has been in the past, and may be in the future, required to pay for environmental remediation costs at sites where it is or may be identified as a potentially responsible party under federal and state environmental laws. These costs can be difficult to estimate due to uncertainties about the extent of contamination, emerging contaminants, remediation alternatives, the applicable remediation levels, and the financial ability of other potentially responsible parties, and the Utility's recorded liabilities for known environmental obligations may not accurately estimate its losses. Environmental remediation costs could also increase in the future as a result of new legislation or regulation. See "PG&E Corporation and the Utility could be adversely affected by legislative and regulatory developments, including through increased compliance costs and penalties" above. Some of the Utility's environmental costs, such as the remediation costs associated with the Hinkley natural gas compressor site, are not recoverable through rates or insurance. For more information, see "Environmental Regulation" in Item 1 and Note 15 of the Notes to the Consolidated Financial Statements in Item 8. The Utility's costs to remediate groundwater contamination near the Hinkley natural gas compressor site and to abate the effects of the contamination, changes in estimated costs, and the extent to which actual remediation costs differ from recorded liabilities have had, and may continue to have, a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

de-emphasised The Utility may not effectively implement its wildfire mitigation initiatives. The disclosure was substantially reduced by deleting a paragraph that detailed risks associated with risk-informed efforts regarding PSPS, including potential regulatory fines and reputational harm. Additionally, the specific mention of CPUC penalties for failing to comply with WMPs was removed from the first paragraph.

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility may not effectively implement its wildfire mitigation initiatives. The Utility's infrastructure is aging and poses risks to safety and system reliability. The Utility's wildfire mitigation initiatives may not be successful or effective in preventing or reducing wildfire-related losses. The Utility will face a higher likelihood of catastrophic wildfires in its service area if it cannot effectively implement these efforts and its WMPs. For example, the Utility may not be able to effectively implement its WMPs if it experiences unanticipated difficulties relative to sourcing, engaging, training, overseeing, or retaining contract workers it needs to fulfill its mitigation obligations under the WMPs. The CPUC will assess penalties on the Utility if there is a finding that the Utility has failed to substantially comply with its WMPs. Wildfires can occur even when the Utility follows its procedures. For instance, a wildfire may be ignited and spread even in conditions that do not trigger proactive de-energization according to criteria for initiating a PSPS event or where EPSS has been implemented on Utility equipment. The Utility's inspections of vegetation near its assets may not detect structural weaknesses within a tree or other issues. If the Utility's wildfire mitigation initiatives are not effective, a wildfire could be ignited and spread. In addition, on a risk-informed basis, the Utility is making efforts to reduce the frequency and impacts of PSPS. The Utility may be subject to mandated changes to, or restrictions on, its operational practices, regulatory fines and penalties, claims for damages, and reputational harm if the Utility does not execute PSPS in compliance with applicable rules and regulations. The Utility establishes the criteria under which it implements PSPS in its territory. To the extent the Utility's criteria for implementing PSPS are not sufficient to mitigate the risk of wildfires, the Utility does not fully implement PSPS when criteria are met due to other overriding conditions or the Utility's regulators mandate changes to, or restrictions on, its criteria or other operational PSPS practices, the Utility will face a higher likelihood of catastrophic wildfires in its territory during high-risk weather conditions. 40

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility may not effectively implement its wildfire mitigation initiatives. The Utility's infrastructure is aging and poses risks to safety and system reliability. The Utility's wildfire mitigation initiatives may not be successful or effective in preventing or reducing wildfire-related losses. The Utility will face a higher likelihood of catastrophic wildfires in its service area if it cannot effectively implement these efforts and its WMPs. For example, the Utility may not be able to effectively implement its WMPs if it experiences unanticipated difficulties sourcing, engaging, training, overseeing, or retaining contract workers it needs to fulfill its mitigation obligations under the WMPs. Wildfires can occur even when the Utility follows its procedures. For instance, a wildfire may be ignited and spread even in conditions that do not trigger proactive de-energization according to criteria for initiating a PSPS event or where EPSS has been implemented on Utility equipment. The Utility's inspections of vegetation near its assets may not detect structural weaknesses within a tree or other issues. If the Utility's wildfire mitigation initiatives are not effective, a wildfire could be ignited and spread.

reworded Risks Related to Wildfires

FY 2024 10-K
Removed
Filed Feb 13, 2025

•Increased customer rates; and •Inflation and supply chain issues. Risks Related to Wildfires The Wildfire Fund and other provisions of AB 1054 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires. If the Utility does not have an approved WMP, the Utility will not be issued a safety certification and will consequently not benefit from the presumption of prudency or the AB 1054 disallowance cap. Under AB 1054, the Utility is required to maintain a safety certification issued by the OEIS to be eligible for certain benefits, including a cap on Wildfire Fund reimbursement and all aspects of the reformed prudent manager standard. The AB 1054 Wildfire Fund disallowance cap, which caps the amount of liability that the Utility could be required to bear for a catastrophic wildfire, is inapplicable if the Wildfire Fund administrator determines that the electric utility company's actions or inactions that resulted in the applicable wildfire constituted "conscious or willful disregard for the rights and safety of others," or the electric utility company fails to maintain a valid safety certification at the time the applicable wildfire ignited. In addition, if the Utility fails to maintain a valid safety certification at the time a wildfire ignites, the initial burden of proof in a prudency proceeding shifts from intervenors to the Utility. The Utility will be required to reimburse amounts that are determined by the CPUC not to be just and reasonable. For more information on the disallowance cap, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8. 38 Furthermore, the Wildfire Fund will only be available for payment of eligible claims so long as there are sufficient funds remaining in the Wildfire Fund. Such funds could be depleted more quickly than PG&E Corporation's and the Utility's 20-year estimate for the life of the Wildfire Fund (see Note 2 of the Notes to the Consolidated Financial Statements in Item 8), including as a result of claims made by California's other participating electric utility companies. For example, victims of wildfires in Southern California in January 2025 have filed lawsuits alleging that Southern California Edison's equipment was associated with the ignition of such fires. If the Utility is unable to maintain a safety certification or if the Wildfire Fund is exhausted, the ineffectiveness of the Wildfire Fund could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. Also, the Utility will not be able to obtain any recovery from the Wildfire Fund for wildfire-related losses in any year that do not exceed the greater of $1.0 billion in the aggregate and the amount of insurance coverage required under AB 1054. In addition, there could be a significant delay between the occurrence of a wildfire and when the Utility recognizes impairment for the reduction in future coverage due to the lack of data available to the Utility following a catastrophic event, especially if the wildfire occurs in the service area of another participating electric utility. Participation in the Wildfire Fund is expected to have a material impact on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows, and the benefits of participating in the Wildfire Fund may not ultimately outweigh the substantial costs of the Utility's contributions to the Wildfire Fund. PG&E Corporation's and the Utility's liabilities for the 2019 Kincade fire, the 2021 Dixie fire, or the 2022 Mosquito fire could exceed their accruals, or 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 2021 Dixie fire, and the 2022 Mosquito fire. PG&E Corporation's and the Utility's recorded liabilities for probable losses in connection with these fires correspond to the lower end of the range of reasonably estimable losses unless there is a better estimate, do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information. The Utility could be subject to significant liability in excess of recoveries that would be expected to have a material impact on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. PG&E Corporation and the Utility have been the subject of investigations, regulatory enforcement actions, 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 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires. For more information, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8. Under California law (including Penal Code section 1202.4), if the Utility were convicted of any charges in connection with a wildfire, the sentencing court must order the Utility to "make restitution to the victim or victims in an amount established by court order" that is "sufficient to fully reimburse the victim or victims for every determined economic loss incurred as the result of" the Utility's underlying conduct, in addition to interest and the victim's or victims' attorneys' fees. This requirement for full reimbursement of economic loss is not waivable by either the government or the victims and is not offset by any compensation that the victims have received or may receive from their insurance carriers. There have been numerous other wildfires in the Utility's service area, of which the Utility has not been alleged or determined to be a cause. The Utility could be alleged or determined to be a cause of one or more of these wildfires.

FY 2025 10-K
Added
Filed Feb 12, 2026

Risks Related to Wildfires The Wildfire Fund, Continuation Account, and other provisions of AB 1054 and SB 254 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires. If the Utility does not have an approved WMP, the Utility will not be issued a safety certification and will consequently not benefit from the presumption of prudency or the disallowance cap under AB 1054 and SB 254. Under AB 1054 and SB 254, the Utility is required to maintain a safety certification issued by the OEIS to be eligible for certain benefits, including a cap on Continuation Account reimbursement and all aspects of the reformed prudent manager standard. The disallowance cap, which caps the amount of liability that the Utility could be required to bear for a catastrophic wildfire, is inapplicable if the Wildfire Fund administrator determines that the electric utility company's actions or inactions that resulted in the applicable wildfire constituted "conscious or willful disregard for the rights and safety of others," or the electric utility company fails to maintain a valid safety certification at the time the applicable wildfire ignited. In addition, if the Utility fails to maintain a valid safety certification at the time a wildfire ignites, the initial burden of proof in a prudency proceeding shifts from intervenors to the Utility. The Utility will be required to reimburse amounts that are determined by the CPUC not to be just and reasonable. For more information on the disallowance cap, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8. Furthermore, for the Continuation Account to be available for payment of eligible claims, the Wildfire Fund administrator must determine that the Continuation Account is necessary, the CPUC must authorize extending the non-bypassable charge, and there must be sufficient funds remaining in the Continuation Account. Funds in the Continuation Account may be depleted more quickly than PG&E Corporation and the Utility anticipate as a result of claims made by California's other participating electric utility companies. PG&E Corporation and the Utility are also unable to predict whether the administrator will determine that additional contributions are needed, and if so, the timing of those contingent contributions. If the Utility is unable to maintain a safety certification or if the Continuation Account is exhausted as a result of claims made by California's other participating electric utility companies or otherwise, the unavailability or insufficiency of the Continuation Account could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. Also, the Utility will not be able to obtain any recovery from the Continuation Account for wildfire-related losses in any year that such losses do not exceed the greater of $1.0 billion in the aggregate and the amount of insurance coverage required under AB 1054. In addition, there could be a significant delay between the occurrence of a wildfire and when the Utility recognizes accelerated amortization of the Wildfire Fund asset 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 and the Continuation Account has had, and is expected to continue 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 and the Continuation Account may not ultimately outweigh the substantial costs of the Utility's contributions to the Wildfire Fund or the Continuation Account. See "Key Factors Affecting Financial Results" and "Critical Accounting Estimates" in Item 7. MD&A. 32 PG&E Corporation's and the Utility's liabilities for the 2019 Kincade fire, the 2021 Dixie fire, the 2022 Mosquito fire, or the Wildfire-Related Securities Claims could exceed their estimated liabilities, or 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 2021 Dixie fire, and the 2022 Mosquito fire. PG&E Corporation's and the Utility's recorded liability estimates for probable losses in connection with these fires do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information. Similarly, PG&E Corporation's and the Utility's costs to resolve the Wildfire-Related Securities Claims could exceed their estimated liabilities. PG&E Corporation and the Utility could be subject to significant liability in excess of recoveries that would be expected to have a material impact on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. PG&E Corporation and the Utility have been the subject of investigations, regulatory enforcement actions, 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 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires. For more information, see Note 14 of the Notes to the Consolidated Financial Statements in Item 8.

reworded Severe weather events, extended drought, and climate change could materially affect PG&E Corporation and the Utility.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Risks Related to Environmental Factors Severe weather events, extended drought, and climate change could materially affect PG&E Corporation and the Utility. Extreme weather, drought and shifting climate patterns have intensified the challenges associated with many of the other risks facing PG&E Corporation and the Utility, particularly wildfire management in California. The Utility's service area encompasses some of the most densely forested areas in California and, as a consequence, is subject to higher risk from vegetation-related ignition events than other California IOUs. Further, environmental extremes, such as drought conditions and extreme heat followed by periods of wet weather, can drive additional vegetation growth (which can then fuel fires) and influence both the likelihood and severity of extraordinary wildfire events. In particular, the risk posed by wildfires, including during the recent wildfire seasons, has increased in the Utility's service area as a result of an ongoing extended period of drought, bark beetle infestations in the California forest, and wildfire fuel increases due to rising temperatures and record rainfall following the drought, and strong wind events, among other environmental factors. Precipitation patterns in California vary significantly from year to year, often leading to periods of severe to extreme drought. Drought conditions often occur and can persist in nearly all of the Utility's service area depending on the amount of precipitation received in the current or previous water years. More than half of the Utility's service area is in an HFTD. Contributing factors other than environmental can include local land use policies and historical forestry management practices. The combined effects of extreme weather and climate change also impact this risk. In January 2018, the CPUC approved a statewide fire-threat map that shows that approximately half of the Utility's service area is facing "elevated" or "extreme" fire danger. Approximately 25,000 circuit miles of the Utility's nearly 80,000 distribution overhead circuit miles and approximately 5,000 miles of the nearly 18,000 transmission overhead circuit miles are in such HFTDs, significantly more in total than other California IOUs. Severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, mudslides, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, could result in severe business or operational disruptions, prolonged power outages, property damage, injuries and loss of life, significant decreases in revenues and earnings, and significant additional costs to PG&E Corporation and the Utility. Any such event could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. Any such event also could lead to significant claims against the Utility. Further, these events could result in regulatory penalties and disallowances, particularly if the Utility encounters difficulties in restoring power to its customers on a timely basis or if the related losses are found to be the result of the Utility's practices or the failure of electric and other equipment of the Utility. Further, the Utility has been studying the potential effects of climate change (increased severity and frequency of storm events, sea level rise, land subsidence, change in temperature extremes, changes in precipitation patterns and drought, and wildfire) on its assets, operations, and services, and the Utility is developing adaptation plans to set forth a strategy for those events and conditions that the Utility believes are most significant. Consequences of these climate-driven events may vary widely and could include increased stress on the energy supply network due to new patterns of demand, reduced hydroelectric output, physical damage to the Utility's infrastructure, higher operational costs, and an increase in the number and duration of customer outages and safety consequences for both employees and customers. As a result, the Utility's hydroelectric generation could change, and the Utility would need to consider managing or acquiring additional generation. If the Utility increases its reliance on conventional generation resources to replace hydroelectric generation and to meet increased customer demand, it may become more costly for the Utility to comply with GHG emissions limits. In addition, climate hazards have damaged and could again damage the Utility's facilities. The Utility could incur substantial costs to repair or replace facilities, restore service, or compensate customers and other third parties for damages or injuries, or regulators could order the Utility to perform additional work. The Utility anticipates that the increased costs would generally be recovered through rates, but as rate pressures increase, the likelihood of disallowance or non-recovery may increase. See "Concerns about high rates for the Utility's customers could negatively impact PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows" below. Events or conditions caused by climate change could have a material impact on the Utility's operations and could result in lower revenues or increased expenses, or both. If the CPUC fails to adjust the Utility's rates to reflect the impact of events or conditions caused by climate change, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows could be materially affected. 45

FY 2025 10-K
Added
Filed Feb 12, 2026

Risks Related to Environmental Factors Severe weather events, extended drought, and climate change could materially affect PG&E Corporation and the Utility. Extreme weather, drought and shifting climate patterns have intensified the challenges associated with many of the other risks facing PG&E Corporation and the Utility, particularly wildfire management in California. The Utility's service area encompasses some of the most densely forested areas in California and, as a consequence, is subject to higher risk from vegetation-related ignition events than other California IOUs. Further, environmental extremes, such as drought conditions and extreme heat followed by periods of wet weather, can drive additional vegetation growth (which can then fuel fires) and influence both the likelihood and severity of extraordinary wildfire events. In particular, the risk posed by wildfires, including during the recent wildfire seasons, has increased in the Utility's service area as a result of an ongoing extended period of drought, bark beetle infestations in the California forest, and vegetation growth due to rising temperatures and record rainfall following the drought, and strong wind events, among other environmental factors. Precipitation patterns in California vary significantly from year to year, often leading to periods of severe to extreme drought. Drought conditions often occur and can persist in nearly all of the Utility's service area depending on the amount of precipitation received in the current or previous water years. More than half of the Utility's service area is in an HFTD and faces heightened fire risk. Local land use policies and forestry management practices also contribute to these risks by limiting precautionary or remedial activities. Severe weather events, particularly wildfires, have had a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity and cash flows, including through significant claims being made against the Utility. In addition, severe weather events and other natural disasters, including wildfires and other fires, storms, tornadoes, floods, extreme heat events, drought, earthquakes, lightning, tsunamis, rising sea levels, mudslides, pandemics, solar events, electromagnetic events, wind events or other weather-related conditions, climate change, or natural disasters, could result in severe business or operational disruptions, prolonged power outages, property damage, injuries and loss of life, significant decreases in revenues and earnings, and significant additional costs to PG&E Corporation and the Utility. Any such event could have a material effect on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. Any such event also could lead to significant claims against the Utility. Further, these events could result in regulatory penalties and disallowances, particularly if the Utility encounters difficulties in restoring power to its customers on a timely basis or if the related losses are found to be the result of the Utility's practices or the failure of electric and other equipment of the Utility. 40 The Utility has been studying the potential effects of climate change (increased severity and frequency of storm events, sea level rise, land subsidence, change in temperature extremes, changes in precipitation patterns and drought, and wildfire) on its assets, operations, and services, and the Utility is developing adaptation plans to set forth a strategy for those events and conditions that the Utility believes are most significant. Consequences of these climate-driven events may vary widely and could include increased stress on the energy supply network due to new patterns of demand, reduced hydroelectric output, physical damage to the Utility's infrastructure, higher operational costs, and an increase in the number and duration of customer outages and safety consequences for both employees and customers. As a result, the Utility's hydroelectric generation could change, and the Utility would need to consider managing or acquiring additional generation. If the Utility increases its reliance on conventional generation resources to replace hydroelectric generation and to meet increased customer demand, it may become more costly for the Utility to comply with GHG emissions limits imposed by California. In addition, climate hazards have damaged and could again damage the Utility's facilities. The Utility could incur substantial costs to repair or replace facilities, restore service, or compensate customers and other third parties for damages or injuries, or regulators could order the Utility to perform additional work. The Utility anticipates that the increased costs would generally be recovered through rates, but as rate pressures increase, the likelihood of disallowance or non-recovery may increase. See "Concerns about high rates for the Utility's customers could negatively impact PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows" below. Events or conditions caused by climate change could have a material impact on the Utility's operations and could result in lower revenues or increased expenses, or both. If the CPUC fails to adjust the Utility's rates to reflect the impact of events or conditions caused by climate change, PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows could be materially affected.

reworded PG&E Corporation's and the Utility's substantial indebtedness may adversely affect their financial health and operating flexibility.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Risks Related to PG&E Corporation's and the Utility's Environment and Financial Condition PG&E Corporation's and the Utility's substantial indebtedness may adversely affect their financial health and operating flexibility. PG&E Corporation and the Utility have a substantial amount of indebtedness, most of which is secured by liens on certain assets of PG&E Corporation and the Utility. As of December 31, 2024, PG&E Corporation had approximately $5.65 billion of outstanding indebtedness (such indebtedness consisting of PG&E Corporation's $2.15 billion aggregate principal amount of convertible senior secured notes due 2027, $1.5 billion aggregate principal amount of Junior Subordinated Notes due 2055, $1.0 billion aggregate principal amount of senior secured notes due 2028, and $1.0 billion aggregate principal amount of senior secured notes due 2030, and the Utility had approximately $51.9 billion of outstanding indebtedness. In addition, PG&E Corporation had $500 million of additional borrowing capacity under the Corporation Revolving Credit Agreement, and the Utility had $3.8 billion of additional borrowing capacity under the Utility Revolving Credit Agreement and $1.5 billion under the Receivables Securitization Program. In addition, PG&E Corporation and the Utility had outstanding preferred stock with aggregate liquidation preferences of $1.6 billion and $258 million, respectively. Since PG&E Corporation and the Utility have a high level of debt, a substantial portion of cash flow from operations will be used to make payments on this debt. Furthermore, since a significant percentage of the Utility's assets are used to secure its debt, this reduces the amount of collateral available for future secured debt or credit support and reduces its flexibility in operating these secured assets or using them for other financing transactions. This relatively high level of debt and related security could have other important consequences for PG&E Corporation and the Utility, including: •limiting their ability or increasing the costs to refinance their indebtedness; •limiting their ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of their business strategy or other purposes; •limiting their ability to use operating cash flow in other areas of their business; •increasing their vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given their substantial indebtedness that bears interest at variable rates, as well as to catastrophic events; and

FY 2025 10-K
Added
Filed Feb 12, 2026

PG&E Corporation's and the Utility's substantial indebtedness may adversely affect their financial health and operating flexibility. PG&E Corporation and the Utility have a substantial amount of indebtedness, most of which is secured by liens on certain assets of PG&E Corporation and the Utility. As of December 31, 2025, PG&E Corporation had approximately $5.7 billion of outstanding indebtedness (such indebtedness consisting of PG&E Corporation's $2.15 billion aggregate principal amount of convertible senior secured notes due 2027, $1.5 billion aggregate principal amount of Junior Subordinated Notes due 2055, $1.0 billion aggregate principal amount of senior secured notes due 2028, and $1.0 billion aggregate principal amount of senior secured notes due 2030, and the Utility had approximately $55.3 billion of outstanding indebtedness. In addition, PG&E Corporation had $650 million of additional borrowing capacity under the Corporation Revolving Credit Agreement, and the Utility had $3.2 billion of additional borrowing capacity under the Utility Revolving Credit Agreement. In addition, PG&E Corporation and the Utility had outstanding preferred stock with aggregate liquidation preferences of $1.6 billion and $258 million, respectively. Since PG&E Corporation and the Utility have a high level of debt, a substantial portion of cash flow from operations will be used to make payments on this debt. Furthermore, since a significant percentage of the Utility's assets are used to secure its debt, this reduces the amount of collateral available for future secured debt or credit support and reduces its flexibility in operating these secured assets or using them for other financing transactions. This high level of debt and related security could have other important consequences for PG&E Corporation and the Utility, including: •limiting their ability or increasing the costs to refinance their indebtedness; •limiting their ability to borrow additional amounts for working capital, capital expenditures, debt service requirements, execution of their business strategy or other purposes; •limiting their ability to use operating cash flow in other areas of their business; •increasing their vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given their substantial indebtedness that bears interest at variable rates, as well as to catastrophic events such as wildfires; and

reworded •enter into swap agreements.

FY 2024 10-K
Removed
Filed Feb 13, 2025

•enter into any sale-leaseback transactions; and •enter into swap agreements. 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. The restrictions contained in these material financing agreements could affect PG&E Corporation's and the Utility's ability to operate their business and may limit their ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect PG&E Corporation's and the Utility's ability to finance their operations and expenditures, make strategic acquisitions, investments, or alliances, sell assets, restructure their organization, or finance their capital needs. PG&E Corporation's and the Utility's ability to comply with these covenants and restrictions may be affected by events beyond their control, including prevailing regulatory, economic, financial and industry conditions. 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. 50 PG&E Corporation may be required to issue shares with respect to HoldCo Rescission or Damage Claims, which would result in dilution to holders of PG&E Corporation common stock, or pay a material amount of cash with respect to allowed Subordinated Debt Claims. On the Emergence Date, PG&E Corporation issued to the Fire Victim Trust a number of shares of common stock equal to 22.19% of the outstanding common stock on such date. As further described in "Wildfire-Related Securities Claims-Claims in the Bankruptcy Court Process" in Note 14 of the Notes to the Consolidated Financial Statements in Item 8, PG&E Corporation may be required to issue shares of its common stock in satisfaction of allowed HoldCo Rescission or Damage Claims. If such issuance is required, it may be determined that, under the Plan, the Fire Victim Trust should receive additional shares of PG&E Corporation common stock such that it would have owned 22.19% 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. Any such issuances will result in dilution to anyone who holds shares of PG&E Corporation common stock prior to such issuance and may cause the trading price of PG&E Corporation shares to decline. Additionally, PG&E Corporation may be required to pay a material amount of cash with respect to allowed Subordinated Debt Claims (as defined in "Wildfire-Related Securities Claims-Claims in the Bankruptcy Court Process" in Note 14 of the Notes to the Consolidated Financial Statements in Item 8). Such payment may have a material adverse impact on PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. PG&E Corporation capital stock is subject to ownership and transfer restrictions intended to preserve PG&E Corporation's ability to use its net operating loss carryforwards and other tax attributes. PG&E Corporation has incurred and may also incur in the future significant net operating loss carryforwards and other tax attributes, the amount and availability of which are subject to certain qualifications, limitations and uncertainties. The Amended Articles (as defined below) impose certain restrictions on the transferability and ownership of PG&E Corporation common stock and preferred stock (together, the "capital stock") and other interests designated as "stock" of PG&E Corporation by the Board of Directors as disclosed in an SEC filing (such stock and other interests, the "Equity Securities," and such restrictions on transferability and ownership, the "Ownership Restrictions") in order to reduce the possibility of an equity ownership shift that could result in limitations on PG&E Corporation's ability to utilize net operating loss carryforwards and other tax attributes from prior taxable years or periods for income tax purposes. Any acquisition of PG&E Corporation capital stock that results in a shareholder being in violation of these restrictions may not be valid. Subject to certain exceptions, the Ownership Restrictions restrict (i) any person or entity (including certain groups of persons) from directly or indirectly acquiring or accumulating 4.75% or more of the combined value of outstanding Equity Securities and (ii) the ability of any person or entity (including certain groups of persons) already owning, directly or indirectly, 4.75% or more of the combined value of the Equity Securities to increase their proportionate interest in the Equity Securities. Additionally, the application of the Ownership Restrictions, as defined in PG&E Corporation's Amended Articles of Incorporation, will be determined on the basis of a number of shares outstanding that differs materially from the number of shares reported as outstanding on the cover page of its periodic reports under the Exchange Act because it excludes shares owned by the Utility. See "Tax Matters" in Item 7. MD&A for an example of these calculations. Any transferee receiving Equity Securities that would result in a violation of the Ownership Restrictions will not be recognized as a shareholder of PG&E Corporation or entitled to any rights of shareholders, including, without limitation, the right to vote and to receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Equity Securities causing the violation.

FY 2025 10-K
Added
Filed Feb 12, 2026

•enter into any sale-leaseback transactions; and •enter into swap agreements. 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. The restrictions contained in these material financing agreements could affect PG&E Corporation's and the Utility's ability to operate their business and may limit their ability to react to market conditions or take advantage of potential business opportunities as they arise. For example, such restrictions could adversely affect PG&E Corporation's and the Utility's ability to finance their operations and expenditures, make strategic acquisitions, investments, or alliances, sell assets, restructure their organization, or finance their capital needs. PG&E Corporation's and the Utility's ability to comply with these covenants and restrictions may be affected by events beyond their control, including prevailing regulatory, economic, financial and industry conditions. 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. 43 PG&E Corporation capital stock is subject to ownership and transfer restrictions intended to preserve PG&E Corporation's ability to use its net operating loss carryforwards and other tax attributes. PG&E Corporation has incurred and may also incur in the future significant net operating loss carryforwards and other tax attributes, the amount and availability of which are subject to certain qualifications, limitations and uncertainties. The Amended Articles (as defined below) impose certain restrictions on the transferability and ownership of PG&E Corporation common stock and preferred stock (together, the "capital stock") and other interests designated as "stock" of PG&E Corporation by the Board of Directors as disclosed in an SEC filing (such stock and other interests, the "Equity Securities," and such restrictions on transferability and ownership, the "Ownership Restrictions") in order to reduce the possibility of an equity ownership shift that could result in limitations on PG&E Corporation's ability to utilize net operating loss carryforwards and other tax attributes from prior taxable years or periods for income tax purposes. Any acquisition of PG&E Corporation capital stock that results in a shareholder being in violation of these restrictions may not be valid. Subject to certain exceptions, the Ownership Restrictions restrict (i) any person or entity (including certain groups of persons) from directly or indirectly acquiring or accumulating 4.75% or more of the combined value of outstanding Equity Securities and (ii) the ability of any person or entity (including certain groups of persons) already owning, directly or indirectly, 4.75% or more of the combined value of the Equity Securities to increase their proportionate interest in the Equity Securities. Additionally, the application of the Ownership Restrictions, as defined in the Amended Articles, will be determined on the basis of a number of shares outstanding that differs materially from the number of shares reported as outstanding on the cover page of its periodic reports under the Exchange Act because it excludes shares owned by the Utility. See "Tax Matters" in Item 7. MD&A for an example of these calculations. Any transferee receiving Equity Securities that would result in a violation of the Ownership Restrictions will not be recognized as a shareholder of PG&E Corporation or entitled to any rights of shareholders, including, without limitation, the right to vote and to receive dividends or distributions, whether liquidating or otherwise, in each case, with respect to the Equity Securities causing the violation. The Ownership Restrictions remain in effect until the earliest of (i) the repeal, amendment, or modification of Section 382 (and any comparable successor provision) of the IRC, in a manner that renders the restrictions imposed by Section 382 of the IRC no longer applicable to PG&E Corporation, (ii) the beginning of a taxable year in which the Board of Directors of PG&E Corporation determines that no tax benefits attributable to net operating losses or other tax attributes are available, (iii) the date selected by the Board of Directors if it determines that the limitation amount imposed by Section 382 of the IRC as of such date in the event of an "ownership change" of PG&E Corporation (as defined in Section 382 of the IRC and Treasury Regulation Sections 1.1502-91 et seq.) would not be materially less than the net operating loss carryforwards or "net unrealized built-in loss" (within the meaning of Section 382 of the IRC and Treasury Regulation Sections 1.1502-91 et seq.) of PG&E Corporation, and (iv) the date selected by the Board of Directors if it determines that it is in the best interests of PG&E Corporation's shareholders for the Ownership Restrictions to be removed or released. The Ownership Restrictions may also be waived by the Board of Directors on a case-by-case basis.

reworded Inflation and supply chain issues may adversely affect PG&E Corporation and the Utility.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Inflation and supply chain issues may adversely affect PG&E Corporation and the Utility. PG&E Corporation and the Utility have observed that prices for equipment, materials, supplies, employee labor, contractor services, and variable-rate debt have increased and may continue to increase more quickly than expected as a result of inflation or tariffs. Additionally, the Utility has experienced shortages in certain items, longer lead times, and delivery delays as a result of domestic and international raw material and labor shortages. If these disruptions to the supply chain persist or worsen, the Utility may be delayed or prevented from completing planned maintenance and capital projects work. PG&E Corporation and the Utility may be unable to secure these resources on economically acceptable terms or offset such costs with increased revenues, operating efficiencies, or cost savings, which may adversely affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2025 10-K
Added
Filed Feb 12, 2026

Inflation and supply chain issues may adversely affect PG&E Corporation and the Utility. PG&E Corporation and the Utility have observed that prices for equipment, materials, supplies, employee labor, contractor services, variable rate debt, and other inputs have increased and may continue to increase more quickly than expected as a result of inflation, import tariffs, fiscal and monetary policy, or other factors. Additionally, the Utility has experienced shortages in certain items, longer lead times, and delivery delays as a result of domestic and international raw material and labor shortages. If these inflationary pressures and disruptions to the supply chain persist or worsen, the Utility may be delayed or prevented from completing planned maintenance and capital projects work. PG&E Corporation and the Utility may be unable to secure these resources on economically acceptable terms or offset such costs with increased revenues, operating efficiencies, or cost savings, which may adversely affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

reworded The Utility's electricity and natural gas operations are inherently hazardous and involve significant risks.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Risks Related to Operations and Information Technology The Utility's electricity and natural gas operations are inherently hazardous and involve significant risks. The Utility owns and operates extensive electricity and natural gas facilities, including two nuclear generation units and an extensive hydroelectric generating system. See "Electric Utility Operations" and "Natural Gas Utility Operations" in Item 1 above. The Utility undertakes substantial capital investment projects to construct, replace, and improve its electricity and natural gas facilities. In addition, the Utility is obligated to decommission its electricity generation facilities at the end of their useful operating lives. For more information, see "The operation and decommissioning of the Utility's nuclear generation facilities expose it to potentially significant liabilities, and the Utility may not be able to fully recover its costs if regulatory requirements or operating conditions change or the facilities cease operations before the licenses expire" below. The Utility's ability to efficiently construct, maintain, operate, protect, and decommission its facilities, and provide electricity and natural gas services safely and reliably is subject to numerous risks, some of which are beyond the Utility's control, including those that arise from: •the breakdown, failure of, or supply challenges with equipment, electric transmission or distribution lines, or natural gas transmission and distribution pipelines or other assets or group of assets, that can cause explosions, fires, public or workforce safety issues, large scale system disruption, or other catastrophic events; •an overpressure event occurring on natural gas facilities due to equipment failure, incorrect operating procedures or failure to follow correct operating procedures, or welding or fabrication-related defects, that results in the failure of downstream transmission pipelines or distribution assets and uncontained natural gas flow; •the failure to maintain adequate capacity to meet customer demand on the gas system that results in customer curtailments, controlled or uncontrolled gas outages, gas surges back into homes, serious personal injury or loss of life; •a significant prolonged electrical black-out that results in damage to the Utility's equipment or losses for customers or other third parties; •the failure to fully identify, evaluate, and control workplace hazards that result in serious injury or loss of life for employees, contractors, or the public, environmental damage, or reputational damage; •the release of radioactive materials caused by a nuclear accident, seismic activity, natural disaster, or terrorist act; •the failure of a large dam or other major hydroelectric facility, or the failure of one or more levees that protect land on which the Utility's assets are built; •the failure to take expeditious or sufficient action to mitigate operating conditions, facilities, or equipment, that the Utility has identified, or reasonably should have identified, as unsafe, which failure then leads to a catastrophic event (such as a wildfire or natural gas explosion); •inadequate emergency preparedness plans and the failure to respond effectively to a catastrophic event that can lead to public or employee harm or extended outages; •operator or other human error; •a motor vehicle or aviation incident involving a Utility vehicle or aircraft, respectively (or one operated on behalf of the Utility) resulting in serious injuries to or fatalities of the workforce or the public, property damage, or other consequences; •an ineffective records management program that results in the failure to construct, operate and maintain a utility system safely and prudently; •construction performed by third parties that damages the Utility's underground or overhead facilities, including, for example, ground excavations or "dig-ins" that damage the Utility's underground pipelines, the risk of which may be exacerbated if the Utility does not have an effective contract management system; 41 •the release of hazardous or toxic substances into the air, water, or soil, including, for example, gas leaks from natural gas storage facilities; flaking lead-based paint from the Utility's facilities; leaking or spilled insulating fluid from electrical equipment; and release of contaminants caused by the failure of battery energy storage systems; and •attacks by third parties, including cyber-attacks, acts of terrorism, vandalism, or war. For more information, see "The Utility's operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, or physical attack" below. The occurrence of any of these events could interrupt fuel supplies, affect demand for electricity or natural gas, cause unplanned outages or reduce generating output, damage the Utility's assets or operations, damage the assets or operations of third parties on which the Utility relies, damage property owned by customers or others, and cause personal injury or death. As a result, the Utility could incur costs to purchase replacement power, to repair assets and restore service, and to compensate third parties. Any such incidents also could lead to significant claims against the Utility. Further, the Utility often enters into agreements for third-party contractors to perform work, such as patrolling and inspection of facilities, vegetation management, or the construction or demolition or facilities. The Utility has less control over contractors than its employees but may retain liability for the quality and completion of the contractor's work. The Utility has been and may in the future be subject to penalties or other enforcement action if a contractor violates applicable laws, rules, regulations, or orders. The Utility also has been and may be subject to liability, penalties, or other enforcement action as a result of personal injury or death caused by third-party contractor actions or inactions.

FY 2025 10-K
Added
Filed Feb 12, 2026

Risks Related to Operations and Information Technology The Utility's electricity and natural gas operations are inherently hazardous and involve significant risks. The Utility owns and operates extensive electricity and natural gas facilities, including two nuclear generation units and an extensive hydroelectric generating system. See "Electric Utility Operations" and "Natural Gas Utility Operations" in Item 1 above. The Utility undertakes substantial capital investment projects to construct, replace, and improve its electricity and natural gas facilities. In addition, the Utility is obligated to decommission its electricity generation facilities at the end of their useful operating lives. For more information, see "The operation and decommissioning of the Utility's nuclear generation facilities expose it to potentially significant liabilities, and the Utility may not be able to fully recover its costs if regulatory requirements or operating conditions change or the facilities cease operations before the licenses expire" below. 36 The Utility's ability to efficiently construct, maintain, operate, protect, and decommission its facilities, and provide electricity and natural gas services safely and reliably is subject to numerous risks, some of which are beyond the Utility's control, including those that arise from: •the breakdown, failure of, or supply challenges with equipment, electric transmission or distribution lines, or natural gas transmission and distribution pipelines or other assets or group of assets, that can cause explosions, fires, public or workforce safety issues, large scale system disruption, or other catastrophic events; •an overpressure event occurring on natural gas facilities due to equipment failure, incorrect operating procedures or failure to follow correct operating procedures, or welding or fabrication-related defects, that causes assets to fail and results in uncontained natural gas flow; •the failure to maintain adequate capacity to meet customer demand on the gas system that results in customer curtailments, controlled or uncontrolled gas outages, gas surges back into homes, serious personal injury or loss of life; •a significant prolonged electrical black-out that results in damage to the Utility's equipment or losses for customers or other third parties; •the failure to fully identify, evaluate, and control workplace hazards that result in serious injury or loss of life for employees, contractors, or the public, environmental damage, or reputational damage; •the failure of a large dam or other major hydroelectric facility, or the failure of one or more levees that protect land on which the Utility's assets are built; •the failure to take expeditious or sufficient action to mitigate operating conditions, facilities, or equipment, that the Utility has identified, or reasonably should have identified, as unsafe, which failure then leads to a catastrophic event (such as a wildfire or natural gas explosion); •inadequate emergency preparedness plans and the failure to respond effectively to a catastrophic event that can lead to public or employee harm or extended outages; •operator or other human error; •a motor vehicle or aviation incident resulting in serious injuries to or fatalities of the workforce or the public, property damage, or other consequences; •an ineffective records management program that results in the failure to construct, operate, and maintain a utility system safely and prudently; •construction performed by third parties that damages the Utility's underground or overhead facilities, including, for example, ground excavations or "dig-ins" that damage the Utility's underground pipelines, the risk of which may be exacerbated if the Utility does not have an effective contract management system; •the release of hazardous or toxic substances into the air, water, or soil, including, for example, gas leaks from natural gas storage facilities; flaking lead-based paint from the Utility's facilities; leaking or spilled insulating fluid from electrical equipment; and release of contaminants caused by the failure of battery energy storage systems; and •attacks by third parties, including cyber-attacks, acts of terrorism, vandalism, or war. For more information, see "The Utility's operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, physical attack, or technology failure" below. The occurrence of any of these events could interrupt fuel supplies, affect demand for electricity or natural gas, cause unplanned outages or reduce generating output, damage the Utility's assets or operations, damage the assets or operations of third parties on which the Utility relies, damage property owned by customers or others, and cause personal injury or death. As a result, the Utility could incur costs to purchase replacement power, to repair assets and restore service, and to compensate third parties. Any such incidents also could lead to significant claims against the Utility. 37 Further, the Utility often enters into agreements for third-party contractors to perform work, such as patrolling and inspection of facilities, vegetation management, or the construction or demolition of facilities. The Utility has less control over contractors than its employees but may retain liability for the quality and completion of the contractor's work. The Utility has been and may in the future be subject to penalties or other enforcement action if a contractor violates applicable laws, rules, regulations, or orders. The Utility also has been and may be subject to liability, penalties, or other enforcement action as a result of personal injury or death caused by third-party contractor actions or inactions.

reworded The Utility may be unable to attract and retain specialty personnel and may face workforce disruptions.

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility may be unable to attract and retain specialty personnel and may face workforce disruptions. The Utility's workforce is aging, and many employees are or will become eligible to retire within the next few years. The Utility's efforts to recruit and train new field service personnel may be ineffective, and the Utility may be faced with a shortage of experienced and qualified personnel in certain specialty operational positions, such as certain positions at DCPP. Additionally, the Utility could experience workforce disruptions from personnel in those positions as a result of labor activity, pandemics, or governmental regulation of pandemic protections. If the Utility were to experience such a shortage or disruptions, work stoppages could occur.

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility may be unable to attract and retain specialty personnel and may face workforce disruptions. The Utility's workforce is aging, and many employees are or will become eligible to retire within the next few years. The Utility's efforts to recruit and train new field service personnel may be ineffective, and the Utility may be faced with a shortage of experienced and qualified personnel in certain specialty operational positions, such as certain positions at DCPP. Additionally, the Utility could experience workforce disruptions as a result of labor union activity or pandemics. If the Utility were to experience such a shortage or disruptions, work stoppages could occur.

reworded Any such occurrences could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Any such occurrences could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows. 44

FY 2025 10-K
Added
Filed Feb 12, 2026

Any such occurrences could materially affect PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows.

  symbology.online · text diffs 

Side-by-side against the prior Business Description.

Business Description

35 changes
escalated ITEM 1. BUSINESS

FY 2024 10-K
Removed
Filed Feb 13, 2025

ITEM 1. BUSINESS PG&E Corporation, incorporated in California in 1995, is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in Northern and Central California. The Utility was incorporated in California in 1905. PG&E Corporation became the holding company of the Utility and its subsidiaries in 1997. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility's service area is shown in the graphic below.

FY 2025 10-K
Added
Filed Feb 12, 2026

ITEM 1. BUSINESS PG&E Corporation, incorporated in California in 1995, is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility operating in Northern and Central California. The Utility was incorporated in California in 1905. PG&E Corporation became the holding company of the Utility and its subsidiaries in 1997. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility's service area is shown in the graphic below. PG&E Corporation's and the Utility's operating revenues, income, and total assets for the most recently completed year can be found below in Item 8. Financial Statements and Supplementary Data. The principal executive offices of PG&E Corporation and the Utility are located at 300 Lakeside Drive, Oakland, California 94612. PG&E Corporation's telephone number is (415) 973-1000 and the Utility's telephone number is (415) 973-7000.

escalated Electricity Resources The disclosure shifted from a general statement about primarily renewable resources to providing specific 2025 data showing that 71% of net deliveries were generated from GHG-free sources while 29% was natural gas. The Utility further explained that its percentage of GHG-free generation decreased in 2025 because DCPP's generation became attributable statewide rather than solely to the Utility's customers, despite no change in ownership.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Electricity Resources The Utility is required to maintain adequate capacity to meet its customers' demand for electricity ("load"), including peak demand and planning and operating reserves, deliverable to the locations and at times as may be necessary to provide reliable electric service. The Utility is responsible for scheduling and bidding electric generation resources, including certain electricity procured from third parties into the wholesale market, to meet customer demand. The following table shows the percentage of the Utility's estimated total net deliveries of electricity to retail customers in 2024 represented by each major electric resource, and further discussed below. The Utility's deliveries were primarily from renewable energy resources that qualify under California's RPS and other GHG-free resources (i.e., nuclear, and large hydroelectric generation). California's RPS requirements and SB 100 goal is to serve 100% of retail electricity sales with GHG-free resources by 2045. For more information about California's RPS requirements and clean energy goals, see further below and in the "Sustainability and Resiliency" section below. 26

FY 2025 10-K
Added
Filed Feb 12, 2026

Electricity Resources The Utility is required to maintain adequate capacity to meet its customers' demand for electricity ("load"), including peak demand and planning and operating reserves, deliverable to the locations and at times as may be necessary to provide reliable electric service. The Utility is responsible for scheduling and bidding electric generation resources, including certain electricity procured from third parties into the wholesale market, to meet customer demand. In 2025, the Utility estimated total net deliveries of electricity to retail customers were 24,052 GWh. This amount represents the total amount of electricity generated and procured, net of electricity sold into the CAISO open market or to third parties. Utility-owned resources generated approximately 60% of its net delivered electricity. Of the 2025 estimated total net deliveries of electricity to retail customers from generated and procured resources, approximately 71% was generated from GHG-free resources (34% qualifying renewable energy resources, 32% nuclear, and 5% large hydroelectric), and 29% was generated from natural gas generation resources. Consistent with the RPS requirement, the Utility considers qualifying renewable energy resources to include bioenergy such as biogas and biomass, hydroelectric facilities that are 30 MW or less, wind, solar, and geothermal energy. The Utility's percentage of GHG-free generation decreased in 2025, compared to 2024, because DCPP's generation became attributable to all customers statewide (rather than only the Utility's customers). This change does not represent a decrease in the Utility's ownership of the DCPP resource; rather, the generation associated with this resource became attributed among other LSEs' portfolios. For more information about California's clean energy goals, see further below and in the "Sustainability and Resiliency" section below. 23

de-emphasised Environmental Regulation

FY 2024 10-K
Removed
Filed Feb 13, 2025

Environmental Regulation The Utility's operations are subject to extensive federal, state, and local laws and requirements relating to the protection of the environment and the safety and health of the Utility's personnel and the public. These laws and requirements relate to a broad range of activities, including the remediation of hazardous and radioactive substances; the discharge of pollutants into the air, water, and soil; the reporting and reduction of CO2 and other GHG emissions; the transportation, handling, storage and disposal of spent nuclear fuel; and the environmental impacts of land use, including endangered species and habitat protection. The penalties for violation of these laws and requirements can be severe and may include significant fines, damages, and criminal or civil sanctions. These laws and requirements also may require the Utility, under certain circumstances, to interrupt or curtail operations. See Item 1A. Risk Factors. Generally, the Utility recovers most of the costs of complying with environmental laws and regulations through the Utility's rates, subject to reasonableness review. Environmental costs associated with the clean-up of most sites that contain hazardous substances are subject to a ratemaking mechanism described in Note 15 of the Notes to the Consolidated Financial Statements in Item 8.

FY 2025 10-K
Added
Filed Feb 12, 2026

Environmental Regulation The Utility's operations are subject to extensive federal, state, and local laws and requirements relating to the protection of the environment and the safety and health of the Utility's personnel and the public. These laws and requirements relate to a broad range of activities, including the remediation of hazardous and radioactive substances; the discharge of pollutants into the air, water, and soil; the reporting and reduction of CO2 and other GHG emissions; the transportation, handling, storage and disposal of spent nuclear fuel; and the environmental impacts of land use, including endangered species and habitat protection. The penalties for violation of these laws and requirements can be severe and may include significant fines, damages, and criminal or civil sanctions. These laws and requirements also may require the Utility, under certain circumstances, to interrupt or curtail operations. See Item 1A. Risk Factors. Generally, the Utility recovers most of the costs of complying with environmental laws and regulations through the Utility's rates, subject to reasonableness review.

de-emphasised Hazardous Substance Compliance and Remediation The current filing removes the prior period's detailed description of strict liability under CERCLA, which outlined that potentially responsible parties may be jointly and severally liable for cleanup costs, monitoring, and health studies. The remaining content regarding compliance programs, incurred liabilities, and specific contamination issues remains unchanged.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Hazardous Substance Compliance and Remediation The Utility's facilities are subject to various regulations adopted by the EPA, including the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. The Utility is also subject to the regulations adopted by other federal agencies responsible for implementing federal environmental laws. The Utility also must comply with environmental laws and regulations adopted by the State of California and various state and local agencies. These federal and state laws impose strict liability for the release of a hazardous substance on the (1) owner or operator of the site where the release occurred, (2) on companies that disposed of, or arranged for the disposal of, the hazardous substances, and (3) in some cases, their corporate successors. Under the Comprehensive Environmental Response, Compensation and Liability Act, these persons (known as "potentially responsible parties") may be jointly and severally liable for the costs of cleaning up the hazardous substances, monitoring and paying for the harm caused to natural resources, and paying for the costs of health studies. 19 The Utility has a comprehensive program in place to comply with these federal, state, and local laws and regulations. Under federal and California laws, the Utility may be responsible for remediation of hazardous substances even if it did not deposit those substances on the site. The Utility's remediation activities are overseen by the DTSC, several California regional water quality control boards, and various other federal, state, and local agencies. The Utility has incurred significant environmental remediation liabilities associated with former MGP sites, power plant sites, gas gathering sites, sites where natural gas compressor stations are located, and sites used by the Utility for the storage, recycling, or disposal of potentially hazardous substances. Groundwater at the Utility's Hinkley and Topock natural gas compressor stations contains hexavalent chromium as a result of the Utility's past operating practices. The Utility is responsible for remediating this groundwater contamination and for abating the effects of the contamination on the environment.

FY 2025 10-K
Added
Filed Feb 12, 2026

Hazardous Substance Compliance and Remediation The Utility's facilities are subject to various regulations adopted by the EPA, including the Resource Conservation and Recovery Act and the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended. The Utility is also subject to the regulations adopted by other state and federal agencies responsible for implementing environmental laws. The Utility maintains a comprehensive compliance program but may be liable for remediation of hazardous substances even if it did not deposit those substances on the site. The Utility's remediation activities are overseen by the California Department of Toxic Substances Control, several California regional water quality control boards, and various other federal, state, and local agencies. The Utility has incurred significant environmental remediation liabilities associated with former MGP sites, power plant sites, gas gathering sites, sites where natural gas compressor stations are located, and sites used by the Utility for the storage, recycling, or disposal of potentially hazardous substances. Groundwater at the Utility's Hinkley and Topock natural gas compressor stations contains hexavalent chromium as a result of the Utility's past operating practices. The Utility is responsible for remediating this groundwater contamination and for abating the effects of the contamination on the environment.

de-emphasised Program-Specific Memorandum Account and Balancing Account Costs

FY 2024 10-K
Removed
Filed Feb 13, 2025

Program-Specific Memorandum Account and Balancing Account Costs Periodically, costs arise outside of the CPUC's GRC proceedings or that have been deliberately excluded from such proceedings. These costs may result from catastrophic events, changes in regulation, new programs, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account, and the CPUC may authorize recovery of costs tracked in memorandum accounts if the costs are deemed reasonable. For instance, these accounts allow the Utility to track the costs associated with work related to disaster and wildfire response, and other wildfire prevention-related costs. Recovery of the costs tracked in these memorandum accounts through rates requires CPUC authorization in separate proceedings, the outcome of which the Utility may be unable to predict. Alternatively, the Utility may seek authority to track incremental costs related to these non-GRC programs in balancing accounts. The CPUC may authorize recovery of costs tracked in the balancing accounts on either a "one-way" basis, which typically only allows actual costs to be recovered up to a pre-established cap, or a "two-way" basis, which typically allows actual costs to be recovered, and in some cases subject to further CPUC review. For more information, see "Regulatory Matters - Cost Recovery Proceedings" in Item 7. MD&A and Note 3 of the Notes to the Consolidated Financial Statements in Item 8.

FY 2025 10-K
Added
Filed Feb 12, 2026

Program-Specific Memorandum Account and Balancing Account Costs Periodically, costs arise outside of the CPUC's GRC proceedings or that have been deliberately excluded from such proceedings. These costs may result from catastrophic events, changes in regulation, new programs, or extraordinary changes in operating practices. The Utility may seek authority to track incremental costs in a memorandum account, and the CPUC may authorize recovery of costs tracked in memorandum accounts if the costs are deemed reasonable. Recovery of the costs tracked in these memorandum accounts through rates requires CPUC authorization in separate proceedings, the outcome of which the Utility may be unable to predict. Alternatively, the Utility may seek authority to track incremental costs related to these non-GRC programs in balancing accounts. For more information, see "Regulatory Matters - Cost Recovery Proceedings" in Item 7. MD&A and Note 3 of the Notes to the Consolidated Financial Statements in Item 8.

de-emphasised Electricity Procurement Costs The disclosure significantly reduced detail regarding regulatory oversight by removing a comprehensive section detailing the annual CPUC review process, forecasted revenue requirements, and rate adjustment triggers based on collection variances. Furthermore, the description of the Central Procurement Entity (CPE) function was simplified, eliminating language that protected the Utility from fines or penalties for deferring local procurement to CAISO backstop mechanisms.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Revenues to Recover Energy Procurement and Other Pass-Through Costs Electricity Procurement Costs California IOUs are responsible for procuring electrical capacity required to meet bundled customer demand, plus applicable reserve margins. The utilities are responsible for scheduling and bidding electric generation resources, including certain electricity procured from third parties, into the wholesale market to meet customer demand according to which resources are the least expensive (i.e., using the principles of "least-cost dispatch"). In addition, the utilities are required to obtain CPUC approval of their BPPs based on long-term demand forecasts. In October 2015, the CPUC approved the Utility's most recent comprehensive BPP. It has been revised since its initial approval, and the revised version will remain in effect, subject to any further revisions, until superseded by a subsequent CPUC-approved plan. 22 California law allows electric utilities to recover the costs incurred in compliance with their CPUC-approved BPPs without further after-the-fact reasonableness review by the CPUC. The CPUC may disallow costs associated with electricity purchases if the costs were not incurred in compliance with the CPUC-approved plan or if the CPUC determines that the utility failed to follow the principles of least-cost dispatch. Additionally, the CPUC may disallow the value of lost generation due to unplanned outages at utility-owned generation facilities. The Utility recovers its electric procurement costs annually primarily through balancing accounts. See Note 3 of the Notes to the Consolidated Financial Statements in Item 8. Each year, the CPUC reviews the Utility's forecasted procurement costs related to power purchase agreements, derivative instruments, GHG emissions costs, and generation fuel expense, and approves a forecasted revenue requirement. The CPUC may adjust the Utility's retail electric rates more frequently if the forecasted aggregate over-collections or under-collections in the Energy Resource Recovery Account, net of bundled service customer Portfolio Allocation Balancing Account balances, exceed five percent of its prior year electric procurement and Utility-owned generation revenues. The CPUC performs an annual compliance review of the procurement transactions recovered in various balancing accounts, including the Energy Resource Recovery Account and the Portfolio Allocation Balancing Account. The CPUC has approved various power purchase agreements into which the Utility has entered with third parties in accordance with the Utility's CPUC-approved BPP, to meet mandatory renewable energy targets, and to comply with RA requirements. For more information, see "Electric Utility Operations - Electricity Resources" below as well as Note 15 of the Notes to the Consolidated Financial Statements in Item 8. The Utility is also responsible, as the central procurement entity ("CPE") for its distribution service area, for seeking to procure the entire amount of required local RA on behalf of all CPUC-jurisdictional LSEs in its distribution service area. CPUC decisions grant the Utility, acting as CPE, discretion to defer procurement of local resources to the CAISO's backstop mechanisms if bid costs are deemed unreasonably high. The Utility, as the CPE, will not be assessed fines or penalties for failing to procure resources to meet the local RA requirements and deferring local procurement to the CAISO backstop mechanism, so long as the CPE exercised reasonable efforts to secure capacity and certain specified requirements are met. In addition, the Utility, as the CPE, has been ordered or authorized to seek to procure specific local capacity products pursuant to CPUC decisions. In connection with its CPE function, the Utility is responsible for making compliance demonstrations to the CPUC and the CAISO. The Utility recovers its administrative and procurement costs associated with its CPE function through a balancing account. The CPUC may disallow costs associated with the CPE function that were not incurred in compliance with the CPUC's decisions and guidance. The CPUC has also approved the Power Charge Indifference Adjustment ("PCIA"). The PCIA is a cost recovery mechanism to ensure that customers who switch from the Utility's bundled service to a non-Utility provider, such as a DA or CCA provider, pay their share of the above-market costs associated with long-term power purchase commitments and Utility-owned generation made on their behalf.

FY 2025 10-K
Added
Filed Feb 12, 2026

Revenues to Recover Energy Procurement and Other Pass-Through Costs Electricity Procurement Costs California IOUs are responsible for procuring electrical capacity required to meet bundled customer demand, plus applicable reserve margins. The utilities are responsible for scheduling and bidding electric generation resources, including certain electricity procured from third parties, into the wholesale market to meet customer demand according to which resources are the least expensive. In addition, the utilities are required to obtain CPUC approval of their bundled procurement plans ("BPPs"), which are based on customer demand forecasts. California law allows electric utilities to recover the costs incurred in compliance with their CPUC-approved BPPs without further after-the-fact reasonableness review by the CPUC. The Utility recovers its electric procurement costs annually primarily through balancing accounts. See Note 3 of the Notes to the Consolidated Financial Statements in Item 8. The CPUC may disallow costs associated with electricity purchases if the costs were not incurred in compliance with the CPUC-approved plan or if the CPUC determines that the utility failed to follow the principles of least-cost dispatch. Additionally, the CPUC may disallow the value of lost generation due to unplanned outages at utility-owned generation facilities. The CPUC has approved various power purchase agreements into which the Utility has entered with third parties in accordance with the Utility's CPUC-approved BPP, to meet mandatory renewable energy targets, and to comply with RA requirements. For more information, see "Electric Utility Operations - Electricity Resources" below as well as Note 15 of the Notes to the Consolidated Financial Statements in Item 8. 20 The Utility is also responsible, as the central procurement entity ("CPE") for its distribution service area, for seeking to procure the entire amount of required local RA on behalf of all CPUC-jurisdictional LSEs in its distribution service area. The Utility may defer procurement of local resources to the CAISO's backstop mechanisms if bid costs are deemed unreasonably high. In addition, the CPUC can order the Utility to seek to procure specific local capacity products, which are included as energy procurement costs. The Utility recovers its administrative and procurement costs associated with its CPE function through a balancing account, subject to demonstrating compliance to the CPUC. The CPUC has also approved the Power Charge Indifference Adjustment ("PCIA"). The PCIA is a cost recovery mechanism to ensure that customers who switch from the Utility's bundled service to a non-Utility provider, such as a DA or CCA provider, pay their share of the above-market costs associated with long-term power purchase commitments and Utility-owned generation made on their behalf.

de-emphasised The Utility recovers the cost of gas used in generation facilities as a cost of electricity that is recovered annually through retail electric rates. The detailed description of the Core Procurement Incentive Mechanism (CPIM) was significantly shortened; specifically, the prior period included a discussion that the Utility retains incentive revenues up to a 1.5% cap when costs are below benchmark, which has been removed in the current filing. The current version simplifies this by only stating the recovery percentages for costs falling outside the 99% to 102% tolerance band.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Natural Gas Procurement, Storage, and Transportation Costs The Utility recovers the cost of gas used in generation facilities as a cost of electricity that is recovered annually through retail electric rates. The Utility sets the natural gas procurement rate for small commercial and residential customers (referred to as "core" customers) monthly, based on the forecasted costs of natural gas, core pipeline capacity and storage costs. The Utility recovers the cost of gas purchased on behalf of core customers as well as the cost of derivative instruments for its core gas portfolio, through its retail gas rates, subject to limits as set forth in its Core Procurement Incentive Mechanism ("CPIM") described below. The Utility reflects the difference between actual natural gas purchase costs and forecasted natural gas purchase costs in several natural gas balancing accounts, with adjustments for under-collections and over-collections made in subsequent monthly rate changes. 23 The CPIM protects the Utility against after-the-fact reasonableness reviews of its gas procurement costs for its core gas portfolio. Under the CPIM, the Utility's natural gas purchase costs for a fixed 12-month period are compared to an aggregate market-based benchmark based on a weighted average of published monthly and daily natural gas price indices at the points where the Utility typically purchases natural gas. Costs that fall within a tolerance band, which is 99% to 102% of the commodity benchmark, are considered reasonable and are fully recovered through rates. One-half of the costs above 102% of the benchmark are recoverable through rates, and the Utility's customers receive in their rates 80% of any savings resulting from the Utility's cost of natural gas that is less than 99% of the benchmark. The Utility retains the remaining amount of these savings as incentive revenues, subject to a cap equal to 1.5% of total natural gas commodity costs. While this mechanism remains in place, changes in the price of natural gas, consistent with the market-based benchmark, are not expected to materially impact net income. The Utility incurs transportation costs under various agreements with interstate and Canadian third-party transportation service providers. These providers transport natural gas from the points at which the Utility takes delivery of natural gas (typically in Canada, the U.S. Rocky Mountains, and the southwestern United States) to the points at which the Utility's natural gas transportation system begins. These agreements are governed by FERC-approved tariffs that detail rates, rules, and terms of service for the provision of natural gas transportation services to the Utility on interstate and Canadian pipelines. The FERC approves the United States tariffs governing payments by shippers (including the Utility) for pipeline service, and the Canada Energy Regulator, the Canadian regulatory agency, approves the applicable Canadian tariffs. The transportation costs the Utility incurs under these agreements are recovered through CPUC-approved rates as core natural gas procurement costs or as a cost of electricity.

FY 2025 10-K
Added
Filed Feb 12, 2026

Natural Gas Procurement, Storage, and Transportation Costs The Utility recovers the cost of gas used in generation facilities as a cost of electricity that is recovered annually through retail electric rates. The Utility generally recovers the cost of gas purchased on behalf of small commercial and residential customers, as well as the cost of derivative instruments for its core gas portfolio, through its retail gas rates. If the Utility's costs average less than 99% of a market-based benchmark, then the Utility returns 80% of such savings to customers, subject to a cap; if the Utility's costs average more than 102% of the benchmark, the Utility recovers 50% of such excess costs. As a result, changes in the price of natural gas are not expected to materially impact net income. The Utility incurs transportation costs under various agreements with interstate and Canadian third-party transportation service providers. These providers transport natural gas from the points at which the Utility takes delivery of natural gas (typically in Canada, the U.S. Rocky Mountains, and the southwestern United States) to the points at which the Utility's natural gas transportation system begins. These agreements are governed by FERC-approved tariffs that detail rates, rules, and terms of service for the provision of natural gas transportation services to the Utility on interstate and Canadian pipelines. The FERC approves the United States tariffs governing payments by shippers (including the Utility) for pipeline service, and the Canada Energy Regulator, the Canadian regulatory agency, approves the applicable Canadian tariffs. The transportation costs the Utility incurs under these agreements are recovered through CPUC-approved rates as core natural gas procurement costs or as a cost of electricity.

de-emphasised Planet

FY 2024 10-K
Removed
Filed Feb 13, 2025

For more information, see "Human Capital" below. Planet The planet element of the triple bottom line represents PG&E Corporation's and the Utility's commitment to protect and serve the environment. This commitment extends beyond compliance with various state and federal environmental, health, and safety laws and regulations. PG&E Corporation and the Utility believe that integrating and managing climate change and other environmental considerations in the companies' business strategies creates long-term value for PG&E Corporation and the Utility, and for their customers, communities, employees, and other stakeholders. The Utility is committed to delivering a safe, reliable, sustainable, and climate-resilient energy system at the lowest possible cost in the face of increasingly severe and extreme climate-driven natural hazards. To build resilience to these hazards, the Utility is working to systematically integrate forward-looking climate data and tools into its decision-making. PG&E Corporation and the Utility also work with policymakers and regulators to advance effective climate change policy in California, and work directly with local governments and communities on adaptation solutions. PG&E Corporation and the Utility are also committed to helping heal the planet. PG&E Corporation's and the Utility's 2022 Climate Strategy Report, which is available to the public, describes the companies' climate goals and plans to meet those goals. To meet their longer-term climate goals, PG&E Corporation and the Utility intend to scale their efforts to decarbonize the energy system to accommodate a shift to vehicle electrification, integrate a proliferation of distributed energy resources, and achieve increased utilization of renewable energy combined with investments in the grid and energy storage. PG&E Corporation and the Utility continue to pursue policies and programs that enable safe, reliable, affordable, clean, and resilient energy for their customers. As a result of actions already taken by PG&E Corporation and the Utility, the companies have:

FY 2025 10-K
Added
Filed Feb 12, 2026

For more information, see "Human Capital" below. Planet The planet element of the triple bottom line represents PG&E Corporation's and the Utility's commitment to protect and serve the environment. PG&E Corporation and the Utility believe that integrating and managing climate change and other environmental considerations in the companies' business strategies creates long-term value for PG&E Corporation and the Utility, and for their customers, communities, employees, and other stakeholders. The Utility is adapting to severe and extreme climate-driven natural hazards. To build resilience to these hazards, the Utility is working to systematically integrate forward-looking climate data and tools into its decision-making. PG&E Corporation and the Utility also work with policymakers and regulators to advance effective climate change policy in California, and work directly with local governments and communities on adaptation solutions. PG&E Corporation's and the Utility's 2022 Climate Strategy Report, which is available to the public, describes the companies' climate goals and plans to meet those goals. To meet their longer-term climate goals, PG&E Corporation and the Utility intend to scale their efforts to decarbonize the energy system to accommodate increased vehicle and building electrification, integrate a proliferation of distributed energy resources, and achieve increased utilization of renewable energy combined with investments in the grid and energy storage. PG&E Corporation and the Utility continue to pursue policies and programs that enable safe, reliable, affordable, clean, and resilient energy for their customers. As a result of actions already taken by PG&E Corporation and the Utility, the companies have:

de-emphasised Inclusion and Belonging

FY 2024 10-K
Removed
Filed Feb 13, 2025

Diversity, Equity, Inclusion, and Belonging PG&E Corporation's and the Utility's goal is to foster a diverse, equitable, and inclusive workforce culture where all employees find it enjoyable to work with and for PG&E Corporation and the Utility and feel they belong. These efforts are led by PG&E Corporation's and the Utility's Executive Vice President, Chief People Officer, in partnership with the executive team. The People and Compensation Committee of PG&E Corporation's Board of Directors reviews the companies' diversity, equity, inclusion, and belonging strategy, practices, and performance. Key elements of PG&E Corporation's and the Utility's approach to diversity, equity, inclusion, and belonging include integrating inclusion and belonging into the employee experience with a focus on equity and interrupting bias in hiring, promotion, retention and compensation, heightened cultural awareness programming to encourage understanding and importance of inclusion and belonging, and integrating useful content into training, development, and performance support resources. Additionally, the Utility's 12 Employee Resource Groups and three Engineering Network Groups execute enterprise-wide employee programming, nominated employees lead efforts within their departments, and across the companies. Specialized teams facilitate awareness, education and dialogue and support the groups at the enterprise level. In 2024, women, minorities, and military veterans accounted for approximately 26%, 50%, and 7%, respectively, of total PG&E Corporation and Utility employees. 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.

FY 2025 10-K
Added
Filed Feb 12, 2026

Inclusion and Belonging PG&E Corporation's and the Utility's goal is to foster a workplace culture of inclusion and belonging where all employees find it enjoyable to work with and for PG&E Corporation and the Utility and feel they belong. These efforts are led by PG&E Corporation's and the Utility's Executive Vice President, Chief People Officer, in partnership with the executive team. The People and Compensation Committee of PG&E Corporation's Board of Directors reviews the companies' inclusion and belonging strategy, practices, and performance. Key elements of PG&E Corporation's and the Utility's approach to inclusion and belonging include integrating inclusion and belonging into the employee experience with a focus on equity and interrupting bias in hiring, promotion, retention and compensation, heightened cultural awareness programming to encourage understanding and importance of inclusion and belonging, and integrating useful content into training, development, and performance support resources. Additionally, the Utility's 12 Employee Resource Groups and three Engineering Network Groups execute enterprise-wide employee engagement programming and recognize employees' contributions to organizational culture among the Utility's workforce, communities, and customers. The Employee Resource Groups are open to all employees. Specialized teams facilitate awareness, education, and dialogue and support enterprise inclusion and belonging efforts.

de-emphasised Electricity Distribution

FY 2024 10-K
Removed
Filed Feb 13, 2025

Decisions about expansions and maintenance of the transmission system can be influenced by decisions of the Utility's regulators and the CAISO. Electricity Distribution Distribution lines allow electricity to travel at lower voltages from substations directly to customers. The Utility's electric distribution network consists of approximately 108,000 circuit miles of distribution lines (of which, as of December 31, 2024, approximately 27% are underground and approximately 73% are overhead), 59 transmission and distribution substations, and 603 distribution substations with a capacity of approximately 33,000 MVA. The Utility's distribution network interconnects with its transmission system, primarily at switching and distribution substations, where equipment reduces the high-voltage transmission voltages to lower voltages, suitable for distribution to the Utility's customers. These distribution substations serve as the central hubs for the Utility's electric distribution network. Emanating from each substation are primary and secondary distribution lines connected to local transformers and switching equipment that link distribution lines and provide delivery to customers. In some cases, third parties, such as municipal and other utilities, who generate or procure their own power rely upon the Utility's distribution facilities to deliver their power to them, so that they are able to resell the electricity. The Utility operates electric distribution control center facilities in Concord, Rocklin, and Fresno, California; these control centers form a key part of the Utility's efforts to create a smarter, more resilient grid. 29

FY 2025 10-K
Added
Filed Feb 12, 2026

Decisions about expansions and maintenance of the transmission system can be influenced by decisions of the Utility's regulators and the CAISO. Electricity Distribution Distribution lines allow electricity to travel at lower voltages from substations directly to customers. The Utility's electric distribution network consists of approximately 109,000 circuit miles of distribution lines (of which, as of December 31, 2025, approximately 27% are underground and approximately 73% are overhead), 59 transmission and distribution substations, and 601 distribution substations. The Utility's distribution network interconnects with its transmission system, primarily at switching and distribution substations, where equipment reduces the high-voltage transmission voltages to lower voltages, suitable for distribution to the Utility's customers. These distribution substations serve as the central hubs for the Utility's electric distribution network. Emanating from each substation are primary and secondary distribution lines connected to local transformers and switching equipment that link distribution lines and provide delivery to customers. In some cases, third parties, such as municipal and other utilities, who generate or procure their own power rely upon the Utility's distribution facilities to deliver their power to them, so that they are able to resell the electricity.

de-emphasised Natural Gas System Assets

FY 2024 10-K
Removed
Filed Feb 13, 2025

Natural Gas System Assets The Utility owns and operates an integrated natural gas transmission, storage, and distribution system that includes most of northern and central California. On December 31, 2024, the Utility's natural gas system consisted of approximately 45,200 miles of distribution pipelines, approximately 5,700 miles of backbone and local transmission pipelines, and various storage facilities. The Utility owns and operates eight natural gas compressor stations on its backbone transmission system and one compressor station on its local transmission system that are used to move gas through the Utility's pipelines. The Utility's backbone transmission system is used to transport gas from the Utility's interconnection with interstate pipelines, other local distribution companies, and California gas fields to the Utility's local transmission and distribution systems. The Utility has firm transportation agreements for the transportation of natural gas from various natural gas supply points and interconnection points to the Utility's natural gas transportation system. These agreements provide transportation service from western Canada to the United States-Canada border, from the United States-Canada border to an interconnection point with the Utility's natural gas transportation system at the Oregon-California border, from the U.S. Rocky Mountains to an interconnection point with the Utility's natural gas transportation system at the Oregon-California border, and from supply points in the southwestern United States to interconnection points with the Utility's natural gas transportation system in the area of California near Topock, Arizona. (For more information regarding the Utility's natural gas transportation agreements, see Note 15 of the Notes to the Consolidated Financial Statements in Item 8.) The Utility owns and operates three underground natural gas storage fields and has a 25% interest in a fourth storage field, all of which are connected to the Utility's gas transmission system. In 2019, the CPUC approved the discontinuation, through closure or sale, of operations at two of the Utility's owned and operated gas storage fields, Pleasant Creek and Los Medanos. The sale of Pleasant Creek is currently pending CPUC review and approval and the Utility anticipates to close on the sale in 2025. The Utility continues to operate and rely on the Los Medanos storage field as filed and approved in the 2023 GRC. The Utility owns and operates compressors and other facilities at these storage fields that are used to inject gas into the fields for storage and later for withdrawal. In addition, four independent storage operators are interconnected to the Utility's Northern California gas transmission system.

FY 2025 10-K
Added
Filed Feb 12, 2026

Natural Gas System Assets The Utility owns and operates an integrated natural gas transmission, storage, and distribution system that includes most of northern and central California. On December 31, 2025, the Utility's natural gas system consisted of approximately 45,400 miles of distribution pipelines, approximately 5,500 miles of backbone and local transmission pipelines, and various storage facilities. The Utility owns and operates seven natural gas compressor stations on its backbone transmission system and one compressor station on its local transmission system that are used to move gas through the Utility's pipelines. The Utility's backbone transmission system is used to transport gas from the Utility's interconnection with interstate pipelines, other local distribution companies, and California gas fields to the Utility's local transmission and distribution systems. The Utility has firm transportation agreements for the transportation of natural gas from various natural gas supply points and interconnection points to the Utility's natural gas transportation system. These agreements provide transportation service from western Canada to the United States-Canada border, from the United States-Canada border to an interconnection point with the Utility's natural gas transportation system at the Oregon-California border, from the U.S. Rocky Mountains to an interconnection point with the Utility's natural gas transportation system at the Oregon-California border, and from supply points in the southwestern United States to interconnection points with the Utility's natural gas transportation system in the area of California near Topock, Arizona. (For more information regarding the Utility's natural gas transportation agreements, see Note 15 of the Notes to the Consolidated Financial Statements in Item 8.) The Utility owns and operates three underground natural gas storage fields and has a 25% interest in a fourth storage field, all of which are connected to the Utility's gas transmission system. The Utility owns and operates compressors and other facilities at these storage fields that are used to inject gas into the fields for storage and later for withdrawal.

de-emphasised Competitive Conditions in the Electricity Industry A substantial portion detailing the impact of increasing distributed generation and energy storage, specifically referencing NEM and NBT tariffs and resulting upward rate pressure on certain customer groups, was removed from this section.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Competition Trends in Market Demand and Competitive Conditions in the Electricity Industry The Utility expects customer electric load to increase in coming years primarily as a result of electric vehicle adoption, data centers, and building electrification. The Utility is not able to predict how quickly this electrification will occur. The Utility expects customer demand for gas to decrease in the coming years, primarily in response to policies supporting California's climate goals. California law allows qualifying non-residential electric customers of IOUs to purchase electricity from energy service providers rather than from the utilities up to certain annual limits specified for each utility. This arrangement is known as DA. In addition, California law permits cities, counties, and certain other public agencies that have qualified to become a CCA to generate or purchase electricity for their local residents and businesses. By law, a CCA can procure electricity for all of its residents and businesses that do not affirmatively elect to continue to receive electricity generated or procured by a utility. The Utility continues to provide transmission, distribution, metering, and billing services to DA customers at the election of their energy service provider. The CCA customers continue to obtain transmission, distribution, metering, and billing services from the Utility. In addition to collecting charges for transmission, distribution, metering, and billing services that it provides, the Utility is able to collect charges intended to recover the generation-related costs that the Utility incurred on behalf of DA and CCA customers while they were the Utility's customers. The Utility remains the electricity provider of last resort for these customers. Section 387 of the Public Utilities Code allows for a request to transfer the responsibilities of the provider of last resort obligation from IOUs to other entities. The Utility is also impacted by an increasing quantity of distributed generation and energy storage. The levels of self-generation of electricity by customers (primarily solar installations) and customer enrollment in NEM, which allows self-generating customers employing qualifying renewable resources to receive bill credits at the full retail rate, put upward rate pressure on non-NEM customers. The successor to the NEM tariffs, the NBT provides bill credits at a lower rate, which reduces the level of upward rate pressure on non-NEM or non-NBT customers, but does not eliminate the upward rate pressure. NEM and NBT customers are required to pay an interconnection fee, utilize time of use rates, and pay certain non-bypassable charges to help fund some of the costs of low income, energy efficiency, and other programs that other customers pay. Significantly higher bills for non-NEM or non-NBT customers may result in a decline of the number of such customers as they may seek alternative energy providers or adopt self-generation technologies. See "Concerns about high rates for the Utility's customers could negatively impact PG&E Corporation's and the Utility's financial condition, results of operations, liquidity, and cash flows" in Item 1A. Risk Factors and "Regulatory Matters - Order Instituting Rulemaking ("OIR") to Revisit Net Energy Metering Tariffs" in Item 7. MD&A. Further, in some circumstances, governmental entities such as cities and irrigation districts may have authority under the state constitution or state statute to provide retail electric service directly to consumers, in some cases bypassing the Utility's electric infrastructure entirely. Those entities may also rely upon FERC open access tariffs and Utility infrastructure to deliver their energy for resale at retail to existing or potential new Utility customers. These entities may also seek to acquire the Utility's transmission or distribution facilities through eminent domain for use in serving electricity at retail to existing or potential new Utility customers. As a result, the Utility could lose customers (residential, commercial, and industrial) or experience limited growth in the municipality. See "Jurisdictions attempt to acquire the Utility's assets through eminent domain, and third parties attempt to acquire the Utility's customers by bypassing the Utility's electric infrastructure system" in Item 1A. Risk Factors. It is also expected that some publicly-owned utilities will build new or duplicate transmission or distribution facilities to serve existing or potential new Utility customers, bypassing the Utility's electric infrastructure. In some instances, microgrid formation is a key factor in a community's choice to engage governmental entities. Some private companies have also called for changes in law that could allow those companies to privately serve electricity to retail customers without being regulated by the CPUC as public utilities. To the extent such changes occur and result in large customers reducing the share of transmission, distribution, and non-bypassable charges they pay, PG&E Corporation's and the Utility's financial condition and results of operations could be materially impacted. The effect of such types of retail competition generally is to reduce the number of utility customers, leading to decreased growth or a reduction in the Utility's rate base. The Utility also competes for the opportunity to develop and construct certain types of electric transmission facilities within, or interconnected to, its service area through a competitive bidding process managed by the CAISO.

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility expects customer demand for gas to decrease in the coming years, primarily in response to policies supporting California's climate goals. Competitive Conditions in the Electricity Industry California law allows qualifying non-residential electric customers of IOUs to purchase electricity from energy service providers rather than from the utilities up to certain annual limits specified for each utility. This arrangement is known as DA. In addition, California law permits cities, counties, and certain other public agencies that have qualified to become CCAs to generate or purchase electricity for their local residents and businesses. By law, a CCA can procure electricity for all of its residents and businesses that do not affirmatively elect to continue to receive electricity generated or procured by a utility. The Utility continues to provide transmission, distribution, metering, and billing services to DA customers at the election of their energy service provider. The CCA customers continue to obtain transmission, distribution, metering, and billing services from the Utility. In addition to collecting charges for transmission, distribution, metering, and billing services that it provides, the Utility collects charges intended to recover the generation-related costs that the Utility incurred on behalf of DA and CCA customers while they were the Utility's customers. The Utility remains the electricity provider of last resort for these customers. Further, in some circumstances, governmental entities such as cities and irrigation districts may have authority under the state constitution or state statute to provide retail electric service directly to consumers, in some cases bypassing the Utility's electric infrastructure entirely. Those entities may also rely upon FERC open access tariffs and Utility infrastructure to deliver their energy for resale at retail to existing or potential new Utility customers. These entities may also seek to acquire the Utility's transmission or distribution facilities through eminent domain for use in serving electricity at retail to existing or potential new Utility customers. As a result, the Utility could lose customers (residential, commercial, and industrial) or experience limited growth in the applicable municipality. See "Jurisdictions attempt to acquire the Utility's assets through eminent domain, and third parties attempt to acquire the Utility's customers by bypassing the Utility's electric infrastructure system" in Item 1A. Risk Factors. It is also expected that some publicly-owned utilities will build new or duplicate transmission or distribution facilities to serve existing or potential new Utility customers, bypassing the Utility's electric infrastructure. In some instances, microgrid formation is a key factor in a community's choice to engage governmental entities. Some private companies have also called for changes in law that could allow those companies to privately serve electricity to retail customers without being regulated by the CPUC as public utilities. The effect of such types of retail competition generally is to reduce the number of utility customers, leading to decreased growth or a reduction in the Utility's rate base. 28 The Utility also competes for the opportunity to develop and construct certain types of electric transmission facilities within, or interconnected to, its service area through a competitive bidding process managed by the CAISO.

de-emphasised •Renewable and zero-carbon resources supplying 90% of utilities' retail electricity sales to customers by 2035, 95% by 2040, and 100% by 2045. The state-wide cap-and-trade program was updated to be authorized through 2045 under new state law, and the prior period's detailed description of the utility’s specific compliance obligation as a natural gas supplier has been significantly condensed. Additionally, the discussion regarding uncertainty related to federal climate change actions by the Trump administration was removed.

FY 2024 10-K
Removed
Filed Feb 13, 2025

•Renewable and zero-carbon resources supplying 90% of utilities' retail sales to customers by 2035, 95% by 2040, and 100% by 2045. The CARB has also approved GHG emissions reporting and a state-wide, comprehensive cap-and-trade program that sets gradually declining limits (or "caps") on the amount of GHGs that may be emitted by major GHG emission sources within different sectors of the economy. The cap-and-trade program has been extended through 2030. The CARB plans to update the cap-and-trade regulation in 2025 and is considering reforms that would reduce overall allowance budgets to align with CARB's 2022 Climate Change Scoping Plan. 34 During each year of the program, the CARB issues emission allowances (i.e., the rights to emit GHGs) equal to the amount of GHG emissions allowed for that year. Entities with a compliance obligation can obtain allowances from the CARB at quarterly auctions or from third parties or exchanges. Complying entities may also satisfy a portion of their compliance obligation through the purchase of offset credits (e.g., credits for GHG reductions achieved by third parties, such as landowners, livestock owners, and farmers, that occur outside of the entities' facilities through CARB-qualified offset projects such as reforestation or methane capture projects). The Utility expects all costs and revenues associated with the GHG cap-and-trade program to be passed through to customers. The cap-and-trade program applies to the electric generation, large industrial, natural gas, and transportation sectors. The Utility's compliance obligation as a natural gas supplier applies to the GHG emissions attributable to the combustion of natural gas delivered to the Utility's customers other than large natural gas delivery customers that are separately regulated as covered entities and have their own compliance obligations. The federal administration of President Trump has led to uncertainty with regard to what further actions may occur regarding climate change at the federal level.

FY 2025 10-K
Added
Filed Feb 12, 2026

•Renewable and zero-carbon resources supplying 90% of utilities' retail electricity sales to customers by 2035, 95% by 2040, and 100% by 2045. 29 The CARB has also approved GHG emissions reporting and a state-wide, comprehensive program that sets gradually declining limits (or "caps") on the amount of GHGs that may be emitted by major GHG emission sources within different sectors of the economy under a program known as the cap-and-trade program. In 2025, the changes to state law authorized the program through 2045. Entities with a compliance obligation, including entities that supply electricity and natural gas to California consumers, can obtain allowances from the CARB at quarterly auctions or from third parties or exchanges. Complying entities may also satisfy a portion of their compliance obligation through the purchase of offset credits.

de-emphasised PG&E Corporation and the Utility track and report their annual environmental performance results across a broad spectrum of areas.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Emissions Data PG&E Corporation and the Utility track and report their annual environmental performance results across a broad spectrum of areas. The Utility reports its GHG emissions to the CARB and the EPA on a mandatory basis. On a voluntary basis, the Utility reports a more comprehensive emissions inventory to The Climate Registry, a non-profit organization. The following table shows the Utility's third-party verified voluntary GHG inventory reported to The Climate Registry for 2023, which is the most recent data available.

FY 2025 10-K
Added
Filed Feb 12, 2026

Emissions Data PG&E Corporation and the Utility track and report their annual environmental performance results across a broad spectrum of areas. The following table shows the Utility's third-party verified voluntary GHG inventory for 2024, which is the most recent data available. Measuring emissions data involves complex estimates and assumptions, which may change as a result of methodology changes.

reworded Triple Bottom Line

FY 2024 10-K
Removed
Filed Feb 13, 2025

Triple Bottom Line PG&E Corporation's and the Utility's purpose is to deliver for their hometowns, serve the planet, and lead with love. In support of this purpose, the companies employ a Lean operating model designed to drive more effective and responsive decision-making, reduce the difficulties many employees face in their day-to-day work, and deliver better outcomes for customers and communities. PG&E Corporation and the Utility measure their progress toward the purpose by considering their impact on the "triple bottom line" of people, planet, and prosperity, which is underpinned by performance; this consideration takes into account not only the economic value they create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line is designed to balance the interests of the companies' many stakeholders, and it reflects the broader societal impacts of the companies' activities. PG&E Corporation and the Utility will continue to consider the impact on the triple bottom line of people, planet, and prosperity in their daily operations as well as in their long-term strategic decisions. The Utility will continue to seek fair and timely regulatory treatment to support its customer-driven investment plan while pursuing cost-control measures that would allow it to maintain the affordability of its service. The Lean operating system is an important means of realizing PG&E Corporation's and the Utility's objective of achieving world-class performance while delivering hometown service.

FY 2025 10-K
Added
Filed Feb 12, 2026

This is a combined Annual Report on Form 10-K for PG&E Corporation and the Utility. PG&E Corporation and the Utility are separate entities. Triple Bottom Line PG&E Corporation's and the Utility's purpose is to deliver for their hometowns, serve the planet, and lead with love. In support of this purpose, the companies employ a Lean operating model designed to drive more effective and responsive decision-making, reduce the difficulties many employees face in their day-to-day work, and deliver better outcomes for customers and communities. PG&E Corporation and the Utility measure their progress toward this purpose by considering their impact on the "triple bottom line" of people, planet, and prosperity, which is underpinned by performance; this consideration takes into account not only the economic value they create for customers and investors, but also their responsibility to social and environmental goals. The triple bottom line is designed to balance the interests of the companies' many stakeholders, and it reflects the broader societal impacts of the companies' activities. PG&E Corporation and the Utility will continue to consider the impact on the triple bottom line of people, planet, and prosperity in their daily operations as well as in their long-term strategic decisions. The Utility will continue to seek fair and timely regulatory treatment to support its customer-driven investment plan while pursuing cost-control measures that would allow it to maintain the affordability of its service. The Lean operating system is an important means of realizing PG&E Corporation's and the Utility's objective of achieving world-class performance while delivering hometown service.

reworded Regulatory Environment

FY 2024 10-K
Removed
Filed Feb 13, 2025

Regulatory Environment The Utility's business is subject to the regulatory jurisdiction of various agencies at the federal, state, and local levels. At the state level, the Utility is regulated primarily by the CPUC. At the federal level, the Utility is regulated primarily by the FERC and the NRC. The Utility is also subject to the requirements of other federal, state and local regulatory agencies, including with respect to safety, the environment, and health, such as the NTSB and the OEIS. This section and the "Environmental Regulation" and the "Ratemaking Mechanisms" sections below summarize some of the more significant laws, regulations, and regulatory proceedings affecting the Utility. For more information, see Item 1A. Risk Factors and "Regulatory Matters" in Item 7. MD&A. PG&E Corporation is subject to the Public Utility Holding Company Act as a public utility holding company. The Public Utility Holding Company Act primarily obligates PG&E Corporation and its utility subsidiaries to provide access to their books and records to the FERC and the CPUC for ratemaking purposes.

FY 2025 10-K
Added
Filed Feb 12, 2026

Regulatory Environment The Utility's business is subject to the regulatory jurisdiction of various agencies at the federal, state, and local levels. The Utility is regulated primarily at the state level by the CPUC and at the federal level by the FERC and the NRC. The Utility is also subject to the requirements of other federal, state and local regulatory agencies, including with respect to safety, the environment, and health, such as the NTSB and the OEIS. This section and the "Environmental Regulation" and the "Ratemaking Mechanisms" sections below summarize some of the more significant laws, regulations, and regulatory proceedings affecting the Utility. For more information, see Item 1A. Risk Factors and "Regulatory Matters" in Item 7. MD&A. PG&E Corporation is subject to the Public Utility Holding Company Act as a public utility holding company. The Public Utility Holding Company Act primarily obligates PG&E Corporation and its utility subsidiaries to provide access to their books and records to the FERC and the CPUC for ratemaking purposes.

reworded People

FY 2024 10-K
Removed
Filed Feb 13, 2025

People The people element of the triple bottom line represents PG&E Corporation's and the Utility's commitment to their workforce, their customers, the residents of local communities in which the companies do business, and other stakeholders. 12 PG&E Corporation's and the Utility's goal is to continually reduce risk to keep customers, the communities they serve, and their workforce (both employees and contractors) safe. Their focus is on continuously building an organization where every work activity is designed to facilitate safe performance, every worker knows and practices safe behaviors, and every individual is encouraged to speak up and stop work if they see unsafe or risky behavior, and has confidence that their concerns and ideas will be heard and pursued. PG&E Corporation and the Utility are committed to significantly improving their safety performance by understanding their risks, prioritizing their work, using controls to reduce risks, and continuously measuring and improving risk reduction. PG&E Corporation's and the Utility's human capital resource objectives are to build and retain an engaged, well trained, diverse, and equitably-paid workforce. Their focus is on making it enjoyable to work with and for PG&E Corporation and the Utility. PG&E Corporation and the Utility place a high priority on delivering customer value and providing a hometown customer experience. The Utility's customer-driven investment program is aimed at improving safety, increasing electric and gas service reliability, and improving customer satisfaction.

FY 2025 10-K
Added
Filed Feb 12, 2026

People The people element of the triple bottom line represents PG&E Corporation's and the Utility's commitment to their workforce, their customers, the residents of local communities in which the companies do business, and other stakeholders. 11 PG&E Corporation's and the Utility's goal is to continually reduce risk to keep customers, the communities they serve, and their workforce (both employees and contractors) safe. Their focus is on continuously building an organization where every work activity is designed to facilitate safe performance, every worker knows and practices safe behaviors, and every individual is encouraged to speak up and stop work if they see unsafe or risky behavior, and has confidence that their concerns and ideas will be heard and pursued. PG&E Corporation and the Utility are committed to significantly improving their safety performance by understanding their risks, prioritizing their work, using controls to reduce risks, and continuously measuring and improving risk reduction. PG&E Corporation's and the Utility's human capital resource objectives are to build and retain an engaged, well trained, and equitably-paid workforce. PG&E Corporation and the Utility place a high priority on delivering customer value and providing a hometown customer experience. The Utility's customer-driven investment program is aimed at improving safety, increasing electric and gas service reliability, and improving customer satisfaction.

reworded Ratemaking Mechanisms

FY 2024 10-K
Removed
Filed Feb 13, 2025

Ratemaking Mechanisms The Utility operates under a "cost-of-service" ratemaking model, which means that rates for electric and natural gas utility services are generally set at levels that are intended to allow the Utility to recover its costs of providing service and to earn a return on invested capital. To set rates, the CPUC and the FERC conduct proceedings to determine the amount that the Utility will be authorized to collect from its customers ("revenue requirements"). In the GRC proceedings, the CPUC also generally approves the level of spending on a forecasted basis. Revenue authorized by the CPUC through GRC proceedings is intended to provide the Utility a reasonable opportunity to recover its costs and earn a return on its investments in generation and distribution assets and general plant (also referred to as "rate base"). The Utility's revenue requirements consist primarily of a base amount set to enable the Utility to recover its reasonable operating expenses (e.g., maintenance, administration, and general expenses) and capital costs (e.g., depreciation, and financing expenses).

FY 2025 10-K
Added
Filed Feb 12, 2026

Ratemaking Mechanisms The Utility operates under a "cost-of-service" ratemaking model, which means that rates for electric and natural gas utility services are generally set at levels that are intended to allow the Utility to recover its costs of providing service and have a reasonable opportunity to earn a return on invested capital. To set rates, the CPUC and the FERC conduct proceedings to determine the amount that the Utility will be authorized to collect from its customers ("revenue requirements"). The Utility's revenue requirements consist primarily of a base amount set to enable the Utility to recover its reasonable operating expenses (e.g., maintenance, administration, and general expenses) and capital costs (e.g., depreciation, and financing expenses). The Utility's costs of operating and maintaining the utility system are generally approved in the GRC, and costs of equity and long-term debt are generally approved in the CPUC's cost of capital proceedings.

reworded •taxes; and

FY 2024 10-K
Removed
Filed Feb 13, 2025

•taxes; and •the product of the Utility's rate of return (i.e., the cost of capital for long-term debt and equity) and its rate base. In addition to the Utility's revenue requirement, the CPUC authorizes the Utility to collect revenues to recover costs that the Utility is allowed to "pass through" to customers, including its costs to procure electricity and natural gas for customers and to administer public purpose and customer programs. FERC revenue requirements are set through a FERC-approved formula rate. The Utility's rate of return on electric transmission assets is determined in the FERC TO proceedings. Customer rates are determined by dividing the revenues that the Utility is authorized to collect from customers by the amount of power that the Utility is forecasted to sell. Increases in load spread the Utility's revenue requirement over a larger usage base, which reduces customer rates, but also increases fuel costs, which are passed through to customers. Other than certain gas transmission and storage revenues, the Utility's base revenues are "decoupled" from its sales volume through regulatory balancing accounts, or revenue adjustment mechanisms, that are designed to allow the Utility to collect its authorized base revenue requirements regardless of sales volume. As a result, the Utility's base revenues are not impacted by fluctuations in sales resulting from, for example, weather or economic conditions. The Utility's earnings primarily depend on its ability to manage its base operating and capital costs within its authorized base revenue requirements. Due to the seasonal nature of the Utility's business and rate design, customer electric bills are generally higher during summer months (May to October) because of higher demand, driven by air conditioning loads. Customer bills related to gas service are generally higher during winter months (November to March) because of higher demand due to heating. From time to time, the CPUC may use incentive ratemaking mechanisms that provide the Utility an opportunity to earn additional revenues. For example, the Utility has earned incentives for the successful implementation of energy efficiency programs.

FY 2025 10-K
Added
Filed Feb 12, 2026

As a result, the Utility's CPUC-jurisdictional revenue requirement is the sum of the following: •expenses; •depreciation; •taxes; and •the product of the Utility's rate of return (i.e., the cost of capital for long-term debt and equity) and its rate base (i.e. the value of the Utility's investments in generation and distribution assets and general plant). In addition to the Utility's revenue requirement, the CPUC authorizes the Utility to collect revenues to recover costs that the Utility is allowed to "pass through" to customers, including its costs to procure electricity and natural gas for customers and to administer public purpose and customer programs. FERC revenue requirements are set through a FERC-approved formula rate. The Utility's rate of return on electric transmission assets is determined in the FERC TO proceedings. 18 Customer rates are determined by dividing the revenues that the Utility is authorized to collect from customers by the amount of power that the Utility is forecasted to sell. Increases in load spread the Utility's revenue requirement over a larger usage base, which reduces customer rates, but also increases fuel costs, which are passed through to customers. Other than certain gas transmission and storage revenues, the Utility's base revenues are "decoupled" from its sales volume through regulatory balancing accounts, or revenue adjustment mechanisms, that are designed to allow the Utility to collect its authorized base revenue requirements regardless of sales volume. As a result, the Utility's net income is not impacted by fluctuations in sales. The Utility's earnings primarily depend on its ability to manage its base operating and capital costs within its authorized base revenue requirements. Due to the seasonal nature of the Utility's business and rate design, customer electric bills are generally higher during summer months (May to October) because of higher demand, driven by air conditioning loads. Customer bills related to gas service are generally higher during winter months (November to March) because of higher demand due to heating. From time to time, the CPUC may use incentive ratemaking mechanisms that provide the Utility an opportunity to earn additional revenues. For example, the Utility has earned incentives for the successful implementation of energy efficiency programs.

reworded General Rate Cases

FY 2024 10-K
Removed
Filed Feb 13, 2025

See "Regulatory Matters" in Item 7. MD&A for more information on specific CPUC proceedings. Base Revenues General Rate Cases The GRC is the primary proceeding in which the CPUC determines the amount of base revenue requirements that the Utility is authorized to collect from customers to recover the Utility's anticipated costs related to its electric distribution, natural gas distribution, and Utility-owned electric generation operations and return on rate base. The CPUC conducts a GRC every four years that includes the Utility's costs of its gas transmission and storage facilities. The CPUC approves the annual revenue requirements for the first year (or "test year") of the GRC period and typically authorizes the Utility to receive annual increases in revenue requirements for the subsequent years of the GRC period (known as "attrition years"). Attrition year rate adjustments are generally authorized for cost increases related to invested capital and inflation. Parties to the Utility's GRC include the Public Advocates Office of the CPUC (formerly known as Office of Ratepayer Advocates or ORA) and TURN, which generally represent the interests of residential customers, as well as numerous intervenors that represent other business, community, customer, environmental, and union interests. For more information about the Utility's GRC, see "Regulatory Matters - 2023 General Rate Case" in Item 7. MD&A.

FY 2025 10-K
Added
Filed Feb 12, 2026

See "Regulatory Matters" in Item 7. MD&A for more information on specific CPUC proceedings. Base Revenues General Rate Cases The GRC is the primary proceeding in which the CPUC determines the amount of base revenue requirements that the Utility is authorized to collect from customers to recover the Utility's anticipated costs related to its electric distribution, natural gas distribution, Utility-owned electric generation operations, gas transmission and storage facilities, and an opportunity to earn authorized rate of return from the cost of capital decision. The CPUC conducts a GRC for the Utility every four years. The CPUC approves the annual revenue requirements for the first year (or "test year") of the GRC period and typically authorizes the Utility to receive annual increases in revenue requirements for the subsequent years of the GRC period (known as "attrition years"). Attrition year rate adjustments are generally authorized for cost increases related to invested capital and inflation. Parties to the Utility's GRC include the Public Advocates Office of the CPUC (formerly known as Office of Ratepayer Advocates or ORA) and TURN, which generally represent the interests of residential customers, as well as numerous intervenors that represent other business, community, customer, environmental, and union interests. For more information about the Utility's GRC, see "Regulatory Matters - 2027 General Rate Case" in Item 7. MD&A.

reworded Nuclear Decommissioning Costs

FY 2024 10-K
Removed
Filed Feb 13, 2025

Nuclear Decommissioning Costs The Utility's nuclear power facilities consist of two units at DCPP and the Humboldt Bay independent spent fuel installation. Nuclear decommissioning requires the safe removal of nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the NRC license and release of the property for unrestricted use. Nuclear decommissioning costs are generally collected in advance through rates and are held in nuclear decommissioning trusts to be used for the eventual decommissioning of each nuclear unit. The Utility files an application with the CPUC, generally every three years, requesting approval of the Utility's updated estimated decommissioning costs and any rate change necessary to fully fund the nuclear decommissioning trusts to the levels needed to decommission the Utility's nuclear facilities. If the nuclear decommissioning trusts are overfunded, the amount of such overfunding will be returned to customers. Pursuant to Public Utilities Code Section 8325, to the extent the monies available for decommissioning are insufficient to pay for all reasonable and prudent decommissioning costs, the CPUC must authorize the electric utility to collect these charges from its customers.

FY 2025 10-K
Added
Filed Feb 12, 2026

Nuclear Decommissioning Costs The Utility's nuclear power facilities consist of two units at DCPP and the Humboldt Bay independent spent fuel installation. Nuclear decommissioning requires the safe removal of nuclear facilities from service and the reduction of residual radioactivity to a level that permits termination of the NRC license and release of the property for unrestricted use. Nuclear decommissioning costs are generally collected in advance through rates and are held in nuclear decommissioning trusts to be used for the eventual decommissioning of each nuclear unit. The Utility files an application with the CPUC, generally every three years, requesting approval of the Utility's updated estimated decommissioning costs and any rate change necessary to fully fund the nuclear decommissioning trusts to the levels needed to decommission the Utility's nuclear facilities. If the nuclear decommissioning trusts are overfunded, the amount of such overfunding will be returned to customers, and if the nuclear decommissioning trusts are underfunded, the CPUC must authorize the electric utility to collect these charges from its customers.

reworded Employees and Contractors

FY 2024 10-K
Removed
Filed Feb 13, 2025

Employees and Contractors As of December 31, 2024, PG&E Corporation had 10 employees and the Utility had approximately 28,400 regular employees. Of the Utility's regular employees, approximately 17,600 are covered by collective bargaining agreements with the local chapters of three labor unions: the International Brotherhood of Electrical Workers ("IBEW") Local 1245; the Engineers and Scientists of California ("ESC") IFPTE 20; and the Service Employees International Union Local 24/7 ("SEIU"). The collective bargaining agreements in effect for the IBEW Local 1245, ESC Local 20, and SEIU United Service Workers West, are set to expire on December 31, 2025. The agreements increase wages annually by 3.75% from 2022 through 2025 and maintain current contributions to specified benefits. The IBEW, ESC, and SEIU represent approximately 62% of the Utility's employee workforce and support several areas of the Utility's business, including gas and electric operations. The Utility enjoys stable and productive relationships with its unions and did not experience any work stoppages in 2024. 24 PG&E Corporation's employees are primarily at the executive management level. The Utility generally has a stable workforce. The Utility's turnover rate for each of 2024 and 2023 was 4.0%. Approximately 44% of PG&E Corporation's and the Utility's employees have a tenure of more than 10 years, with an average tenure of 11 years. Approximately 18% of PG&E Corporation's and the Utility's employees are eligible to retire. (PG&E Corporation and the Utility define retirement age as 55 years and older.)

FY 2025 10-K
Added
Filed Feb 12, 2026

Employees and Contractors As of December 31, 2025, PG&E Corporation had 10 employees, and the Utility had approximately 29,000 regular employees. Of the Utility's regular employees, approximately 17,500 are covered by collective bargaining agreements with the local chapters of three labor unions: the International Brotherhood of Electrical Workers ("IBEW") Local 1245; the Engineers and Scientists of California ("ESC") International Federation of Professional and Technical Engineers 20; and the Service Employees International Union Local 24/7 ("SEIU"). The collective bargaining agreements in effect for the IBEW Local 1245, ESC Local 20, and SEIU United Service Workers West expired on December 31, 2025, and have been automatically extended for at least one year while the parties negotiate successor agreements. The automatic extension does not cover general wage increases, which must be separately bargained and agreed to for 2026 and beyond. Under prior agreements, wages increased annually by 3.75% from 2022 through 2025. The IBEW, ESC, and SEIU represent approximately 60% of the Utility's employee workforce and support several areas of the Utility's business, including gas and electric operations. The Utility enjoys stable and productive relationships with its unions and did not experience any work stoppages in 2025. PG&E Corporation's employees are primarily at the executive management level. The Utility generally has a stable workforce. The Utility's turnover rate for 2025 was 3.8%. Approximately 46% of PG&E Corporation's and the Utility's employees have a tenure of more than 10 years, with an average tenure of 11 years. Approximately 19% of PG&E Corporation's and the Utility's employees are eligible to retire. (PG&E Corporation and the Utility define retirement age as 55 years and older.)

reworded Human Capital Management

FY 2024 10-K
Removed
Filed Feb 13, 2025

The Utility's contractors and subcontractors include approximately 35,000 individuals from approximately 1,200 contractor companies. Human Capital Management PG&E Corporation's and the Utility's human capital resource objectives are to build and retain an engaged, well trained, diverse, and equitable workforce. PG&E Corporation's and the Utility's Boards of Directors are responsible for overseeing management's development and execution of PG&E Corporation's and the Utility's human capital strategy. To build employee engagement, the Utility has a variety of both executive-level and employee-led initiatives and programs. PG&E Corporation's and the Utility's executive teams meet regularly to discuss and evaluate the state of employee talent, determine which programs are driving engagement and performance, and clarify the specific skills, behaviors, and virtues that should be cultivated. Each year, the Utility honors employees whose work embodies safety, diversity, equity, inclusion, belonging, environmental leadership, innovation, and community service. The Utility conducts an annual employee survey to measure and improve employee engagement. Every year, PG&E Corporation and the Utility offer or require technical, leadership, and employee training, which includes a range of technical training for employees on the knowledge and skills required to perform their jobs safely using approved tools and work procedures. In addition, employees are required to complete annual compliance and ethics training and a Code of Conduct training, both of which are intended to promote a culture in which employees are encouraged to speak up with any concerns or ideas for continuous improvement. In addition, the Utility offers a variety of other trainings and education opportunities. The Utility continues its expanded training for supervisors. Among other programs, the Utility provides career opportunities through its PowerPathway™ workforce development program. Launched in 2008, PowerPathway is a workforce development model to enlarge the talent pool of local, qualified, diverse candidates for skilled craft and utility industry jobs through training program partnerships with educational, community-based and government organizations. PowerPathway helps people throughout the Utility's service area, including women and military veterans, prepare and compete for high demand jobs in the utility and energy industry. Students receive approximately eight weeks of industry-informed curriculum to ensure the academic, job specific, employability skills and physical training necessary to effectively compete for entry-level employment. Programs may also include hands-on training and on-the-job training. PG&E Corporation and the Utility also provide integrated solutions and programs for employee health and wellness that encompass physical, mental, and financial health. These resources include several on-site or near-site health clinics, annual health screenings, health management tools, ergonomic support, and injury management programs, in addition to more traditional programs. PG&E Corporation's and the Utility's financial incentives offered to employees include a Short-Term Incentive Plan ("STIP"), an at-risk part of employee compensation designed to reward eligible employees for achieving specific performance goals. The 2024 STIP was focused on company objectives of safety, customer impact, and financial health.

FY 2025 10-K
Added
Filed Feb 12, 2026

The Utility's contractors and subcontractors include approximately 39,000 individuals from approximately 1,200 contractor companies. Human Capital Management PG&E Corporation's and the Utility's human capital resource objectives are to build and retain an engaged, well trained and equitably-paid workforce. PG&E Corporation's and the Utility's Boards of Directors are responsible for overseeing management's development and execution of PG&E Corporation's and the Utility's human capital strategy. To build employee engagement, the Utility has a variety of both executive-level and employee-led initiatives and programs. PG&E Corporation's and the Utility's executive teams meet regularly to discuss and evaluate the state of employee talent, determine which programs are driving engagement and performance, and clarify the specific skills, behaviors, and virtues that should be cultivated. Each year, the Utility honors employees whose work embodies safety, inclusion and belonging, environmental leadership, innovation, and community service. The Utility conducts employee surveys to measure and improve employee engagement. PG&E Corporation and the Utility offer or require technical, leadership, and employee training, which includes a range of technical training for employees on the knowledge and skills required to perform their jobs safely using approved tools and work procedures. In addition, employees are required to complete annual compliance and ethics training and a Code of Conduct training, both of which are intended to promote a culture in which employees are encouraged to speak up with any concerns or ideas for continuous improvement. In addition, the Utility offers a variety of other trainings and education opportunities. Among other programs, the Utility provides career opportunities through its PowerPathway™ workforce development program. Launched in 2008, PowerPathway is a workforce development model to enlarge the talent pool of local and qualified candidates that reflect the communities the Utility serves for skilled craft and utility industry jobs through training program partnerships with educational, community-based and government organizations. Students receive approximately eight weeks of industry-informed curriculum to ensure the academic, job specific, employability skills and physical training necessary to effectively compete for entry-level employment. PG&E Corporation and the Utility also provide integrated solutions and programs for employee health and wellness that encompass physical, mental, and financial health. These resources include several on-site or near-site health clinics, annual health screenings, health management tools, ergonomic support, and injury management programs, in addition to more traditional programs. PG&E Corporation's and the Utility's financial incentives offered to employees include a Short-Term Incentive Plan ("STIP"), an at-risk part of employee compensation designed to reward eligible employees for achieving specific performance goals. The 2025 STIP was focused on company objectives of safety, customer impact, and financial health. 22

reworded As of December 31, 2025, the Utility owned the following generation facilities, all located in California, listed by energy source and further described below:

FY 2024 10-K
Removed
Filed Feb 13, 2025

Owned Generation Facilities At December 31, 2024, the Utility owned the following generation facilities, all located in California, listed by energy source and further described below:

FY 2025 10-K
Added
Filed Feb 12, 2026

As of December 31, 2025, the Utility owned the following generation facilities, all located in California, listed by energy source and further described below:

reworded Total121 7,815

FY 2024 10-K
Removed
Filed Feb 13, 2025

Elkhorn Battery Energy Storage SystemMonterey County1 183 Photovoltaic (3): Various12 152 Total121 7,815 (1) The Utility's DCPP consists of two nuclear power reactor units, Units 1 and 2. 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. For more information, see "Extension of Diablo Canyon Operations" in Item 7. MD&A below. (2) The Utility's hydroelectric system consists of 94 generating units at 58 powerhouses. All of the Utility's powerhouses are licensed by the FERC (except for one small powerhouse not subject to the FERC's licensing requirements), with license terms between 30 and 50 years. (3) The Utility's large photovoltaic facilities are Cantua solar station (20 MW), Five Points solar station (15 MW), Gates solar station (20 MW), Giffen solar station (10 MW), Guernsey solar station (20 MW), Huron solar station (20 MW), Stroud solar station (20 MW), West Gates solar station (10 MW), and Westside solar station (15 MW). All of these facilities are located in Fresno County, except for Guernsey solar station, which is located in Kings County. 28

FY 2025 10-K
Added
Filed Feb 12, 2026

Elkhorn Battery Energy Storage SystemMonterey County1 183 Photovoltaic (3): Various12 152 Total121 7,815 (1) DCPP consists of two nuclear power reactor units, Units 1 and 2. The NRC operating license for Unit 1 expired in 2024, and the operating license for Unit 2 expired in 2025. Both remain in effect pending completion of the ongoing federal relicensing review. For more information, see "Extension of Diablo Canyon Operations" in Item 7. MD&A below. (2) The Utility's hydroelectric system consists of 94 generating units at 58 powerhouses. All of the Utility's powerhouses are licensed by the FERC (except for one small powerhouse not subject to the FERC's licensing requirements), with license terms between 30 and 50 years. (3) The Utility's large photovoltaic facilities are Cantua solar station (20 MW), Five Points solar station (15 MW), Gates solar station (20 MW), Giffen solar station (10 MW), Guernsey solar station (20 MW), Huron solar station (20 MW), Stroud solar station (20 MW), West Gates solar station (10 MW), and Westside solar station (15 MW). All of these facilities are located in Fresno County, except for Guernsey solar station, which is located in Kings County.

reworded Energy Storage

FY 2024 10-K
Removed
Filed Feb 13, 2025

Energy Storage Energy storage improves system reliability and supports California's decarbonization goals by integrating increased levels of renewable energy. The CPUC has established a multi-year energy storage procurement framework, under which the Utility met its requirements to make 580 MW of qualifying storage capacity operational by 2024. 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. Separately, the Utility is soliciting long-duration storage, which is storage with at least eight hours of discharge capacity, to have these resources online between 2028 and 2031. In order to address both its bundled portfolio need and to help to meet state planning and policy objectives to increase long-duration storage capacity, the Utility is pursuing regulatory approval to increase the nameplate generating capacity of its Helms Pumped Storage Facility.

FY 2025 10-K
Added
Filed Feb 12, 2026

Energy Storage Energy storage improves system reliability, supports California's decarbonization goals by integrating increased levels of renewable energy, and assists in the event of customer demand growth. The CPUC has established a multi-year energy storage procurement framework, under which the Utility met its requirements to make 580 MW of qualifying storage capacity operational by 2025. As of December 31, 2025, the Utility owned 183 MW and has contracted for another 3,024 MW of operational energy storage capacity. The Utility has also procured 1,884 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. Separately, the Utility solicited and executed an agreement for long-duration storage, which is storage with at least eight hours of discharge capacity, in order to have this resource online by 2031. In September 2025 the CPUC also conditionally authorized the Utility to recover the costs, up to a cap, associated with increasing the nameplate generating capacity of its Helms Pumped Storage Facility.

reworded Electricity Transmission

FY 2024 10-K
Removed
Filed Feb 13, 2025

Electricity Transmission Transmission lines deliver electricity at high voltages and over long distances from power sources to transmission substations closer to customers. A strong transmission system supports reliable and affordable service, ability to meet state energy policy goals, and support for a diverse generation mix, including renewable energy. As of December 31, 2024, the Utility owned approximately 18,000 circuit miles of interconnected transmission lines operating at voltages ranging from 60 kV to 500 kV. The Utility also operated 33 electric transmission substations with a capacity of approximately 67,000 MVA. The Utility's electric transmission system is interconnected with electric power systems in the Western Electricity Coordinating Council, which includes many western states, the Canadian provinces of Alberta and British Columbia, and parts of Mexico.

FY 2025 10-K
Added
Filed Feb 12, 2026

Electricity Transmission Transmission lines deliver electricity at high voltages and over long distances from power sources to transmission substations closer to customers. A strong transmission system supports reliable and affordable service, ability to meet state energy policy goals, and support for a diverse generation mix, including renewable energy. 24 As of December 31, 2025, the Utility owned approximately 18,000 circuit miles of interconnected transmission lines. The Utility also operated 33 electric transmission substations. The Utility's electric transmission system is interconnected with electric power systems in the Western Electricity Coordinating Council, which includes many western states, the Canadian provinces of Alberta and British Columbia, and parts of Mexico.

reworded Electricity Operating Statistics

FY 2024 10-K
Removed
Filed Feb 13, 2025

Electricity Operating Statistics The following table shows certain of the Utility's operating statistics from 2022 to 2024 for electricity sold or delivered, including the classification of revenues by type of service. No single customer of the Utility accounted for 10% or more of consolidated revenues for electricity sold in 2024, 2023, or 2022.

FY 2025 10-K
Added
Filed Feb 12, 2026

Electricity Operating Statistics The following table shows certain of the Utility's operating statistics from 2023 through 2025 for electricity sold or delivered, including the classification of revenues by type of service. No single customer of the Utility accounted for 10% or more of consolidated revenues for electricity sold in 2025, 2024, or 2023.

reworded (1) These amounts include electricity provided by DA providers and CCAs that procure their own supplies of electricity for their respective customers.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Industrial0.1475 0.1294 0.1177 Agricultural0.3597 0.2984 0.2435 Net plant investment per customer$11,460 $10,720 $9,967 (1) These amounts include electricity provided by DA providers and CCAs that procure their own supplies of electricity for their respective customers.

FY 2025 10-K
Added
Filed Feb 12, 2026

Industrial0.1403 0.1475 0.1294 Agricultural0.3636 0.3597 0.2984 Net plant investment per customer$12,710 $11,460 $10,720 (1) These amounts include electricity provided by DA providers and CCAs that procure their own supplies of electricity for their respective customers.

reworded Average annual residential usage (Mcf)37 37 37

FY 2024 10-K
Removed
Filed Feb 13, 2025

Subtotal6,047 6,196 6,055 Regulatory balancing accounts (2) 561 808 565 Total operating revenues$6,608 $7,004 $6,620 Selected Statistics: Average annual residential usage (Mcf)37 37 37

FY 2025 10-K
Added
Filed Feb 12, 2026

Subtotal6,763 6,047 6,196 Regulatory balancing accounts (2) (146)561 808 Total operating revenues$6,617 $6,608 $7,004 Selected Statistics: Average annual residential usage (Mcf)37 37 37

reworded Competitive Conditions in the Natural Gas Industry

FY 2024 10-K
Removed
Filed Feb 13, 2025

For risks in connection with increasing competition, see Item 1A. Risk Factors. 33 Competition in the Natural Gas Industry The Utility competes with other natural gas pipeline companies for customers transporting natural gas into the southern California market on the basis of transportation rates, access to competitively priced supplies of natural gas, and the quality and reliability of transportation services. The Utility also competes for storage services with other third-party storage providers, primarily in Northern California.

FY 2025 10-K
Added
Filed Feb 12, 2026

For risks in connection with increasing competition, see Item 1A. Risk Factors. Competitive Conditions in the Natural Gas Industry The Utility competes with other natural gas pipeline companies for customers transporting natural gas into the southern California market on the basis of transportation rates, access to competitively priced supplies of natural gas, and the quality and reliability of transportation services. The Utility also competes for storage services with other third-party storage providers, primarily in Northern California.

reworded See "Ratemaking Mechanisms" below and "Regulatory Matters" in Item 7. MD&A for more information on specific CPUC and FERC proceedings.

FY 2024 10-K
Removed
Filed Feb 13, 2025

Under cost-of-service ratemaking, a utility's earnings depend on the outcomes of its ratemaking proceedings and its ability to manage costs. See "Ratemaking Mechanisms" below and "Regulatory Matters" in Item 7. MD&A for more information on specific CPUC and FERC proceedings. Generally, differences between forecast costs and actual costs can occur for numerous reasons, including the volume of work required and the impact of market forces on the cost of labor and materials. Differences in costs can also arise from changes in laws and regulations at both the state and federal level. Costs can also decrease due to improved efficiencies or waste elimination. 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 $2 billion by the end of 2026. 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. For more information, see "Liquidity and Financial Resources - Dividends" in Item 7, MD&A and Note 6 of the Notes to the Consolidated Financial Statements. Total capital expenditures recorded in 2024 were $10.6 billion. The Utility's total capital expenditures (including accruals) are forecasted to be $12.9 billion for 2025, $12.0 billion for 2026, $13.6 billion for 2027, and $14.0 billion for 2028. The Utility has identified additional opportunities for investment in the coming years in addition to its forecast, including investments in transportation electrification capacity, FERC-jurisdictional assets, electric distribution capacity, hydroelectric facilities, energy storage, information technology, and automation. The Utility also plans to submit a cost recovery application for its 10-year distribution undergrounding program pursuant to SB 884. Some of these investments depend on the Utility's ability to generate or obtain the cash to support such investments over this period of time. The completion of projects, the timing of expenditures, and the associated cost recovery may be affected by permitting requirements and delays, construction schedules, availability of labor, equipment and materials, financing, legal and regulatory approvals and developments, community requests or protests, weather, and other unforeseen conditions. The Utility expects to make additional capital expenditures, the recovery of which will be subject to future regulatory approval. These expenditures include capital expenditures exceeding amounts authorized in the 2023 GRC final decision and expenditures to be included in a later filing or separate applications. These expenditures are expected to be primarily for wildfire mitigation and electrification. Additionally, $3.21 billion of fire risk mitigation capital expenditures has been excluded from the Utility's equity base rate pursuant to AB 1054. 14 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's capital investment plan, increasing procurement of renewable power and energy storage, increasing environmental regulations, and the cumulative impact of other public policy requirements collectively place continuing upward pressure on customer rates. Certain CPUC proceedings could impact different types of customers differently. The Utility has set a goal to increase customer capital investments while also limiting customer bill impacts, including by achieving operating cost savings, seeking efficient financing, and benefiting from electric load growth. The Utility plans to meet its cost savings goal through increased efficiencies including waste elimination through the Lean operating system. 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. The Utility has a number of programs in place to assist low-income customers, such as the CARE program. Under the CARE program, income-qualified customers can receive a monthly discount of 20% or more on their natural gas and electric bill. PG&E Corporation's and the Utility's Corporate Sustainability Report, which is available to the public, describes the companies' progress toward world-class performance measured with the triple bottom line framework.

FY 2025 10-K
Added
Filed Feb 12, 2026

Under cost-of-service ratemaking, a utility's earnings depend on the outcomes of its ratemaking proceedings and its ability to manage costs. 12 See "Ratemaking Mechanisms" below and "Regulatory Matters" in Item 7. MD&A for more information on specific CPUC and FERC proceedings. Generally, differences between forecast costs and actual costs can occur for numerous reasons, including the volume of work required and the impact of market forces on the cost of labor and materials. Differences in costs can also arise from changes in laws and regulations at both the state and federal level. Costs can also decrease due to improved efficiencies or waste elimination. PG&E Corporation and the Utility are committed to taking steps to improve their credit ratings and metrics over time. All three credit ratings agencies have increased PG&E Corporation's and the Utility's issuer credit ratings since 2020. PG&E Corporation's dividend policy entails consistent dividend increases targeting a dividend payout ratio of approximately 20% of core earnings (a non-GAAP financial measure) by 2028. For more information, see Note 6 of the Notes to the Consolidated Financial Statements. Total capital expenditures recorded in 2025 were $13.4 billion. The Utility's total capital expenditures (including accruals) are forecasted to be $12.4 billion for 2026, $13.4 billion for 2027, $15.4 billion for 2028, $16.3 billion for 2029, and $16.0 billion for 2030. The Utility has identified opportunities for investment in the coming years in addition to its forecast, including investments in transmission for data centers and system investments, transportation electrification capacity, hydroelectric facilities, energy storage, information technology, and automation. The Utility plans to submit a 10-year Electric Undergrounding Plan to the OEIS for review. The Utility will then submit an application requesting conditional approval of the plan's costs to the CPUC. Some of these investments depend on the Utility's ability to generate or obtain the cash to support such investments over this period of time. The completion of projects, the timing of expenditures, and the associated cost recovery may be affected by permitting requirements and delays, construction schedules, availability of labor, equipment and materials, financing, legal and regulatory approvals and developments, community requests or protests, weather, and other unforeseen conditions. Additionally, $2.85 billion of fire risk mitigation capital expenditures will be excluded from the Utility's equity rate base pursuant to SB 254. The Utility expects to make additional capital expenditures, the recovery of which will be subject to future regulatory approval. These expenditures include capital expenditures exceeding amounts authorized in the 2023 GRC final decision and expenditures to be included in a later filing or separate applications. These expenditures are expected to be primarily for wildfire mitigation and electrification. PG&E Corporation and the Utility are committed to building a safe, reliable, sustainable, and climate-resilient energy system at an affordable cost for customers. The Utility's capital investment plan, increasing procurement of renewable power and energy storage, increasing environmental regulations, and the cumulative impact of other public policy requirements collectively place continuing upward pressure on customer rates. Certain CPUC proceedings could impact different types of customers differently. The Utility has set a goal to increase customer capital investments while also limiting customer bill impacts, including by achieving operating cost savings, seeking efficient financing, and benefiting from electric load growth that reduces other customers' bills. The Utility plans to meet its cost savings goal through increased efficiencies including waste elimination through the Lean operating system. The Utility expects data centers, electric vehicle adoption, and building electrification to drive load growth. For more information see "Competition" below. The Utility has a number of programs in place to assist low-income customers, such as the CARE program. Under the CARE program, income-qualified customers can receive a monthly discount of 20% or more on their natural gas and electric bill. The Utility has set a goal to limit average annual customer rate increases to 3%. PG&E Corporation's and the Utility's Corporate Sustainability Report, which is available to the public, describes the companies' progress toward world-class performance measured with the triple bottom line framework. 13

reworded •Economy-wide State carbon neutrality by 2045, with net negative emissions thereafter.

FY 2024 10-K
Removed
Filed Feb 13, 2025

•50% of retail energy sales to customers from renewable energy sources by 2026 and 60% by 2030. •Economy-wide State carbon neutrality by 2045, with net negative emissions thereafter.

FY 2025 10-K
Added
Filed Feb 12, 2026

•60% of retail electricity sales to customers from renewable energy sources by 2030. •Economy-wide State carbon neutrality by 2045, with net negative emissions thereafter.

reworded Adapting to the Physical Impacts of Climate Change

FY 2024 10-K
Removed
Filed Feb 13, 2025

Adapting to the Physical Impacts of Climate Change Effectively managing physical climate risk will become increasingly critical as the physical impacts of climate change become increasingly frequent and severe over the coming years in California. The Utility's climate resilience efforts continue to focus on characterizing and mitigating the physical impacts of climate change to the Utility's infrastructure, assets, and operations. The Utility is making substantial investments to build a more resilient system that can better withstand extreme weather and related emergencies. For more information on such investments, see "Performance: Underpinning the Triple Bottom Line" above. A key element of preparing the Utility for the physical risks of climate change is a system-wide CAVA of the Utility's assets, operations, and services, filed with the CPUC in May 2024. The CAVA improves the Utility's understanding of its exposure to climate hazards and the sensitivity of assets and operations to these hazards, and provides the basis for necessary climate resilience investments. The Utility is using the CAVA to inform changes to design and construction standards for equipment and facilities, in order to increase infrastructure resilience. The Utility plans to continue identifying priority adaptive actions by incorporating results from the CAVA into its risk management, planning, and asset management functions. The Utility works to incorporate into its operations scientific information by reviewing relevant scientific literature and to incorporate customer and community perspectives based on its engagement with CPUC-designated disadvantaged and vulnerable communities in the CAVA process. The Utility's commitment to increasing resilience to climate change includes aligning its resources and business strategy with California's clean energy goals, and advocating for policies and programs that enable safe and reliable energy for the Utility's customers in light of climate change. For example, the Utility believes its strategies to reduce GHG emissions through a portfolio of customer programs, infrastructure improvements, and the use of renewable energy and energy storage will help it adapt to the expected increases in demand for electricity. PG&E Corporation and the Utility are also making progress on transitioning the gas system to cleaner fuels and supporting efforts to accelerate building electrification. The objective is to do so in an orderly manner to achieve a positive customer and community experience, while reducing natural gas system investments in targeted electrified communities.

FY 2025 10-K
Added
Filed Feb 12, 2026

Adapting to the Physical Impacts of Climate Change Effectively managing physical climate risk will become increasingly critical as the physical impacts of climate change become increasingly frequent and severe over the coming years in California. The Utility's climate resilience efforts continue to focus on characterizing and mitigating the physical impacts of climate change to the Utility's infrastructure, assets, and operations. The Utility is making substantial investments to build a more resilient system that can better withstand extreme weather and related emergencies. For more information on such investments, see "Performance: Underpinning the Triple Bottom Line" above. A key element of preparing the Utility for the physical risks of climate change is a system-wide CAVA of the Utility's assets, operations, and services, filed with the CPUC in 2024. The CAVA improves the Utility's understanding of its exposure to climate hazards and the sensitivity of assets and operations to these hazards, and provides the basis for necessary climate resilience investments. The Utility is currently developing the next CAVA, which is expected to be more granular than the previous climate vulnerability assessment and will be submitted to the CPUC in 2027. The Utility is using the CAVA to inform changes to design and construction standards for equipment and facilities in order to increase infrastructure resilience. The Utility plans to continue identifying priority adaptive actions by incorporating results from the CAVA into its risk management, planning, and asset management functions. The Utility works to incorporate scientific information into its operations by reviewing relevant scientific literature. The Utility also works to incorporate customer and community perspectives in the CAVA process based on its engagement with CPUC-designated disadvantaged and vulnerable communities. The Utility's commitment to increasing resilience to climate change includes aligning its resources and business strategy with California's clean energy goals and advocating for policies and programs that enable safe and reliable energy for the Utility's customers in light of climate change. For example, the Utility believes its strategies to reduce GHG emissions through a portfolio of customer programs, infrastructure improvements, and the use of renewable energy and energy storage will help it adapt to the expected increases in demand for electricity. PG&E Corporation and the Utility are also making progress on transitioning the gas system to cleaner fuels and supporting efforts to accelerate building electrification. Their objective is to do so in an orderly manner to achieve a positive customer and community experience, while reducing natural gas system investments in targeted electrified communities.

reworded 36,445,372

FY 2024 10-K
Removed
Filed Feb 13, 2025

Scope 1 and 2 emissions (1) 4,026,490 Scope 3 emissions (2) 39,446,426 (1) Scope 1 emissions are direct emissions from the Utility's operations and Scope 2 emissions are indirect emissions from facility electricity use and electric line losses. 36 (2) Scope 3 emissions are emissions resulting from downstream value chain activities not owned or controlled by the Utility but that which can be indirectly impacted by the Utility's actions. The majority of these emissions came from customer natural gas use. The Utility utilized the CEC's Power Source Disclosure program methodology to calculate the CO2 emissions rate associated with the electricity delivered to retail customers in 2023. This resulted in a third-party verified CO2 emissions rate of 12 pounds of CO2 per MWh.

FY 2025 10-K
Added
Filed Feb 12, 2026

Scope 1 and 2 emissions (1) 3,391,499 Scope 3 emissions (2) 36,445,372 (1) Scope 1 emissions are direct emissions from the Utility's operations and Scope 2 emissions are indirect emissions from facility electricity use and electric line losses. (2) Scope 3 emissions are emissions resulting from downstream value chain activities not owned or controlled by the Utility but that which can be indirectly impacted by the Utility's actions. The majority of these emissions came from customer natural gas use. 31 The Utility achieved a third-party verified CO2 emissions rate of 16 pounds of CO2 per MWh for electricity delivered to retail customers in 2024, using the CEC's Power Source Disclosure program methodology.