SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST

6 Months Ended

Jun. 30, 2022

Debt Disclosure [Abstract]

SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST

DEBT

Credit Facilities

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings and availability under their credit facilities as of June 30, 2022:

(in millions)	Termination Date	Maximum Facility Limit			Loans Outstanding		Letters of Credit Outstanding		Facility Availability
Utility revolving credit facility	June 2026	$	4,000	(1)	$	1,210	$	790	$	2,000
Utility Receivables Securitization Program (2)	September 2023	1,000		(3)	1,000		—		—		(3)
PG&E Corporation revolving credit facility	June 2024	500			—		—		500
Total credit facilities		$	5,500		$	2,210	$	790	$	2,500

(1) Includes a $1.5 billion letter of credit sublimit.

(2) For more information on the Receivables Securitization Program, see “Variable Interest Entities” in Note 3 above.

(3) The amount the Utility may borrow under the Receivables Securitization Program is limited to the lesser of the facility limit (which was $1.0 billion as of June 30, 2022) and the facility availability. The facility availability may vary based on the amount of accounts receivable that the Utility owns that are eligible for sale to the SPV and the portion of those accounts receivable that are sold to the SPV that are eligible for advances by the lenders under the Receivables Securitization Program. As of June 30, 2022, the Receivables Securitization Program had a maximum borrowing base of $1.0 billion and was fully drawn.

On March 31, 2022, the Utility prepaid in full the remaining portion of the 18-month tranche loans pursuant to an existing term loan credit agreement (the “2020 Utility Term Loan Credit Agreement”), in a principal amount equal to $298 million. As a result of such prepayment, the 2020 Utility Term Loan Credit Agreement was terminated and is no longer outstanding.

On April 4, 2022, the Utility entered into a term loan credit agreement (the “2022A Utility Term Loan Credit Agreement”), comprised of 364-day tranche loans in the aggregate principal amount of $500 million (the “364-Day 2022A Tranche Loans”). The 364-Day 2022A Tranche Loans have a maturity date of April 3, 2023 and bear interest based on the Utility’s election of either (1) Term SOFR (plus a 0.10% credit spread adjustment) plus an applicable margin of 1.25%, or (2) the base rate plus an applicable margin of 0.25%. The Utility borrowed the entire amount of the 364-Day 2022A Tranche Loans on April 4, 2022. On July 21, 2022, the 364-Day 2022A Tranche Loans were prepaid in full with a portion of the proceeds from issuance of the Series 2022-B Recovery Bonds. As a result of such prepayment, the 2022A Utility Term Loan Credit Agreement was terminated and is no longer outstanding.

On April 20, 2022, the Utility entered into a term loan credit agreement (the “2022B Utility Term Loan Credit Agreement”), comprised of 364-day tranche loans in the aggregate principal amount of $125 million (the “364-Day 2022B Tranche Loans”) and two-year tranche loans in the aggregate principal amount of $400 million (the “2-Year 2022B Tranche Loans”). The 364-Day 2022B Tranche Loans have a maturity date of April 19, 2023 and the 2-Year 2022B Tranche Loans have a maturity date of April 19, 2024. The 364-Day 2022B Tranche Loans and the 2-Year 2022B Tranche Loans bear interest based on the Utility’s election of either (1) Term SOFR (plus a 0.10% credit spread adjustment) plus an applicable margin of 1.25%, or (2) the base rate plus an applicable margin of 0.25%. The Utility borrowed the entire amount of the 364-Day 2022B Tranche Loans and the 2-Year 2022B Tranche Loans on April 20, 2022.

On April 20, 2022, the Utility entered into an amendment to the Receivables Securitization Program to, among other things, add an uncommitted incremental facility which, subject to certain conditions precedent, allows the SPV to request an increase in the facility limit by an additional $500 million to an aggregate amount of $1.5 billion. As of July 21, 2022, the SPV has not made such request to increase the facility limit.

Long-Term Debt Issuances and Redemptions

Utility

On February 18, 2022, the Utility completed the sale of (i) $1 billion aggregate principal amount of 3.25% First Mortgage Bonds due 2024, (ii) $400 million aggregate principal amount of 4.20% First Mortgage Bonds due 2029, (iii) $450 million aggregate principal amount of 4.40% First Mortgage Bonds due 2032 and (iv) $550 million aggregate principal amount of 5.25% First Mortgage Bonds due 2052. The proceeds were used for the prepayment of a portion of the 18-month tranche loans pursuant to the 2020 Utility Term Loan Credit Agreement, in an amount equal to $1.0 billion, and for general corporate purposes.

On June 8, 2022, the Utility issued $450 million aggregate principal amount of 4.950% First Mortgage Bonds due June 8, 2025, $450 million aggregate principal amount of 5.450% First Mortgage Bonds due June 15, 2027, and $600 million aggregate principal amount of 5.90% First Mortgage Bonds due June 15, 2032. The proceeds were used for the repayment of borrowings outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.

Intercompany Note Payable

As previously disclosed, on August 11, 2021, PG&E Corporation borrowed $145 million from the Utility under an interest bearing 364-day intercompany note due August 10, 2022. On June 17, 2022, this loan was repaid in full.

SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST

SB 901, signed into law on September 21, 2018, requires the CPUC to establish a CHT, directing the CPUC 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. SB 901 also authorizes the CPUC to issue a financing order that permits recovery, through the issuance of recovery bonds (also referred to as “securitization”), 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 CHT.

Pursuant to SB 901, on April 30, 2020, the Utility filed an application with the CPUC seeking authorization for a post-emergence transaction to finance, using securitization, $7.5 billion of 2017 wildfire claims costs and create a corresponding customer credit trust that is designed to not impact the net amounts billed to customers, with the proceeds of the securitization used to pay or reimburse the Utility for the payment of wildfire claims costs associated with the 2017 Northern California wildfires. On April 23, 2021, the CPUC issued a decision finding that $7.5 billion of the Utility’s 2017 catastrophic wildfire costs and expenses are stress test costs that may be financed through the issuance of recovery bonds pursuant to Public Utilities Code sections 850 et seq (“CHT Decision”). As requested, the decision authorized the Utility to establish a customer credit trust funded by PG&E Corporation’s shareholders, that will provide a monthly credit to customers that is anticipated to equal the fixed recovery charges such that the securitization is designed to be rate neutral to customers. Subject to retention of the CPUC’s existing jurisdiction, the decision adopts a transaction structure comprised of four elements: (1) an initial shareholder contribution to the customer credit trust of $2.0 billion, with $1.0 billion to be contributed in 2022 and $1.0 billion to be contributed in 2024; (2) up to $7.59 billion of additional contributions funded by certain shareholder tax benefits; (3) a single CPUC review of the balance of the customer credit trust in 2040, with a single contingent supplemental shareholder contribution, if needed, up to $775 million in 2040; and (4) sharing with customers 25% of any surplus of shareholder assets in the customer credit trust at the end of the life of the trust.

On May 11, 2021, the CPUC issued a financing order authorizing the issuance of one or more series of recovery bonds in connection with the post-emergence transaction to finance, using securitization, the $7.5 billion of claims associated with the 2017 Northern California wildfires. On February 28, 2022, the decision finding $7.5 billion of stress test costs eligible for securitization and the financing order authorizing the issuance of up to $7.5 billion of recovery bonds became final and non-appealable.

On May 10, 2022, PG&E Wildfire Recovery Funding LLC issued the Series 2022-A Recovery Bonds. The Series 2022-A Recovery Bonds were issued in five tranches:

Tranche	Amount		Interest Rate		Due Date
A-1	$	540,000,000	3.594	%	June 1, 2032
A-2	$	540,000,000	4.263	%	June 1, 2038
A-3	$	360,000,000	4.377	%	June 3, 2041
A-4	$	1,260,000,000	4.451	%	December 1, 2049
A-5	$	900,000,000	4.674	%	December 1, 2053

The net proceeds were used to fund the redemption of all $500 million aggregate principal amount of the Utility’s Floating Rate First Mortgage Bonds due June 16, 2022 on May 16, 2022 and the redemption of all $2.5 billion aggregate principal amount of the Utility’s 1.75% First Mortgage Bonds due June 16, 2022 on May 16, 2022. The Utility used the remaining proceeds from the issuance of the Series 2022-A Recovery Bonds for the repayment of a portion of loans outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.

On May 9, 2022, the Utility contributed $480 million to the customer credit trust. On July 19, 2022, the Utility contributed $520 million to the customer credit trust in full satisfaction of the first $1.0 billion as required by the CHT decision.

On July 20, 2022, PG&E Wildfire Recovery Funding LLC issued the Series 2022-B Recovery Bonds. The Series 2022-B Recovery Bonds were issued in five tranches:

Tranche	Amount		Interest Rate		Due Date
B-1	$	613,080,000	4.022	%	June 1, 2033
B-2	$	600,000,000	4.722	%	June 1, 2039
B-3	$	500,040,000	5.081	%	June 3, 2043
B-4	$	1,149,960,000	5.212	%	December 1, 2049
B-5	$	1,036,920,000	5.099	%	June 1, 2054

The net proceeds were used to fund (1) the redemption of all $1.5 billion aggregate principal amount of the Utility’s 1.367% First Mortgage Bonds due March 10, 2023 on July 25, 2022, (2) the prepayment of all $500 million of loans outstanding under the 2022A Utility Term Loan Credit Agreement, and (3) the repayment of a portion of loans outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement. The Utility also intends to use a portion of the remaining proceeds to fund the redemption of all $1 billion aggregate principal amount of the Utility’s 3.25% First Mortgage Bonds due 2024.

Pursuant to the financing order, the Utility sold its right to receive revenues from the non-bypassable fixed recovery charge (“SB 901 Recovery Property”) to PG&E Wildfire Recovery Funding LLC, which, in turn, issued the recovery bonds secured by the SB 901 Recovery Property. The fixed recovery charge is designed to recover the full principal amount of the recovery bonds along with any associated interest and financing costs. In the context of the CHT decision, which is intended to insulate customers from the fixed recovery charge, there is a customer credit which is designed to equal the recovery bond principal, interest, and financing costs over the life of the recovery bonds. The customer credit is funded by the customer credit trust (see Note 10). The fixed recovery charges and customer credits are presented on a net basis in Operating Revenues in the Condensed Consolidated Statements of Income and had no net impact on Operating Revenues for the three and six months ended June 30, 2022.

Also pursuant to the CHT decision, the Utility recorded a $5.5 billion SB 901 securitization regulatory asset (see Note 4), reflecting PG&E Wildfire Recovery Funding LLC’s right to recover $7.5 billion in wildfire claims costs associated with the 2017 Northern California wildfires, partially offset by the $2.0 billion in required upfront shareholder contributions to the customer credit trust. The Utility also recorded a $5.51 billion SB 901 securitization regulatory liability (see Note 4), which represents certain shareholder tax benefits the Utility has recognized as of June 30, 2022 that will be returned to customers, net of amortization for the period. As the Fire Victim Trust sells the remaining shares it holds of PG&E Corporation common stock, the SB 901 securitization regulatory liability will increase, reflecting the recognition of additional income tax benefits, up to $7.59 billion as required in the CHT decision. As these tax benefits are monetized, they will be contributed to the customer credit trust. The Utility expects to amortize the SB 901 securitization regulatory asset and liability over the life of the recovery bonds, with such amortization expense reflected in Operating and maintenance expense in the Condensed Consolidated Statements of Income. As a result of the initial recognition of the SB 901 securitization regulatory asset and liability, in the three and six months ended June 30, 2022, the Utility recorded a $40 million pre-tax charge, reflected in SB 901 securitization charge, net in the Condensed Consolidated Statements of Income. The SB 901 securitization charge, net is expected to increase in future periods as the aforementioned tax benefits are recognized and recorded within deferred income taxes.

The following table illustrates the financial statement impact upon establishment of the regulatory asset and liability:

(in millions)
SB 901 securitization regulatory assets	$	5,500
SB 901 securitization regulatory liability	(5,540)
SB 901 securitization charges, net	$	(40)