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SB 901 SECURITIZATION AND CUSTOMER CREDIT TRUST
 12 Months Ended
Dec. 31, 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 at December 31, 2022:
(in millions)Termination
Date		Maximum Facility LimitLoans OutstandingLetters of Credit OutstandingFacility
Availability
Utility revolving credit facilityJune 2027$4,400 
(1)
$(1,930)$(998)$1,472 
Utility receivables securitization program (2)
September 20241,389 
(3)
(1,184)— 205 
(3)
PG&E Corporation revolving credit facilityJune 2025500 — — 500 
Total credit facilities$6,289 $(3,114)$(998)$2,177 
(1) On October 4, 2022, the Utility further amended the Utility Revolving Credit Agreement to, among other things, (i) increase the aggregate commitments provided by the lenders to $4.4 billion and (ii) extend the maturity date of such agreement to June 22, 2027 (subject to a one-year extension at the option of the Utility). 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 and the facility availability. The facility limit fluctuates between $1.0 billion and $1.5 billion depending on the time period. Further, 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.

Utility

On July 1, 2020, the Utility entered into a $3.5 billion revolving credit agreement (the “Utility Revolving Credit Agreement”) with JPMorgan Chase Bank, N.A. and Citibank, N.A. as co-administrative agents, and Citibank, N.A., as designated agent. The Utility Revolving Credit Agreement had an initial maturity date of July 1, 2023, subject to two one-year extensions at the option of the Utility.

On June 22, 2021, the Utility amended the Utility Revolving Credit Agreement to, among other things, (i) increase the aggregate commitments provided by the lenders thereunder to $4.0 billion, (ii) extend the maturity date of such agreement to June 22, 2026 (subject to two one-year extensions at the option of the Utility), and (iii) provide for reduced interest rates and commitment fee rates based on the credit rating of the Utility.

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”). 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) the Term Secured Overnight Financing Rate (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. On August 12, 2022, the SPV made such a request to increase the facility limit, and the facility limit was subsequently increased to $1.5 billion on August 22, 2022. On September 30, 2022, the Utility entered into an amendment to the Receivables Securitization Program to, among other things, (i) extend the scheduled termination date to September 30, 2024 and (ii) implement a seasonal facility limit. After giving effect to the amendment, the facility limit fluctuates between $1.0 billion and $1.5 billion based on the periods set forth in the amendment.

On October 4, 2022, the Utility further amended the Utility Revolving Credit Agreement to, among other things, (i) increase the aggregate commitments provided by the lenders to $4.4 billion and (ii) extend the maturity date of such agreement to June 22, 2027 (subject to a one-year extension at the option of the Utility).

PG&E Corporation

On July 1, 2020, PG&E Corporation entered into a $500 million revolving credit agreement (the “Corporation Revolving Credit Agreement”). The Corporation Revolving Credit Agreement had a maturity date of July 1, 2023, (subject to two one-year extensions at the option of PG&E Corporation). Any future proceeds from the loans under the Corporation Revolving Credit Agreement will be used to finance working capital needs, capital expenditures and other general corporate purposes of PG&E Corporation and its subsidiaries.

On June 22, 2021, PG&E Corporation amended the Corporation Revolving Credit Agreement to, among other things, (i) extend the maturity date of such agreement to June 22, 2024 (subject to two one-year extensions at the option of PG&E Corporation) and (ii) modify both the interest rate pricing grid and commitment fee pricing grid.

On October 4, 2022, PG&E Corporation further amended the Corporation Revolving Credit Agreement to, among other things, extend the maturity date of such agreement to June 22, 2025 (subject to a one-year extension at the option of PG&E Corporation).

Intercompany Note Payable

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.

AB 1054

AB 1054 provides that certain capital expenditures may be financed using a structure that securitizes a dedicated customer charge. On March 11, 2022, the Utility filed an application with the CPUC seeking authorization for a second transaction to securitize up to $1.7 billion of fire risk mitigation capital expenditure amounts that have been or would be incurred by the Utility from 2019 through 2022. The $1.7 billion reflected $212 million recorded and $1.16 billion forecasted capital expenditure amounts that were approved by the CPUC in the 2020 GRC and up to $350 million capital expenditure amounts pending in the 2020 WMCE proceeding. On May 4, 2022, the $350 million of capital expenditure amounts were removed because the CPUC extended the schedule in the 2020 WMCE proceeding such that a final decision approving such capital expenditure amounts in that proceeding was no longer expected prior to the issuance of a financing order authorizing the second AB 1054 securitization transaction.  The final amount to be securitized would be based on actual recorded capital expenditures incurred by the Utility prior to the securitization transaction.
On August 5, 2022, the CPUC issued a final decision approving the securitization of up to approximately $1.4 billion of fire risk mitigation capital expenditures, which was the amount requested in the application less the $350 million pending in the 2020 WMCE proceeding. The Utility securitized $975 million of these expenditures in 2022 and plans to securitize remaining expenditures in subsequent periods. On November 30, 2022, PG&E Recovery Funding LLC issued approximately $983 million of Series 2022-A Senior Secured Recovery Bonds. The senior secured recovery bonds were issued in three tranches: (1) approximately $215 million with an interest rate of 5.045% due July 15, 2034, (2) approximately $200 million with an interest rate of 5.256% due January 15, 2040, and (3) approximately $568 million with an interest rate of 5.536% due July 15, 2049. The payment dates for the Series 2022-A Senior Secured Recovery Bonds are January 15 and July 15 of each year, commencing on July 15, 2023 and continuing until the final maturity date. PG&E Recovery Funding LLC and the Utility entered into certain agreements in connection with the issuance of the Series 2022-A Senior Secured Recovery Bonds, including (1) the Recovery Property Purchase and Sale Agreement, dated as of November 30, 2022 (“the Sale Agreement”), (2) the Recovery Property Servicing Agreement, dated as of November 30, 2022 (the “Servicing Agreement”), and the Administration Agreement, dated as of November 30, 2022 (the “Administration Agreement”).

Pursuant to the agreements described above, the Utility sells rights and interests in the Recovery Property (as defined in the Amended Articles) created pursuant to the Wildfire Financing Law and the Financing Order (as defined in the Amended Articles) to PG&E Recovery Funding LLC; the Utility carries out the functions pursuant to the Servicing Agreement to determine the Fixed Recovery Charges (as defined in the Amended Articles); and the Utility provides corporate management services to PG&E Recovery Funding LLC pursuant to the Administration Agreement. The Utility used the proceeds of the sale of the Recovery Property in accordance with the Wildfire Financing Law and the Financing Order.

For more information on PG&E Recovery Funding LLC, see “Variable Interest Entities” in Note 3 above.

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.

On January 6, 2023, the Utility completed the sale of (i) $750 million aggregate principal amount of 6.150% First Mortgage Bonds due 2033 and (ii) $750 million aggregate principal amount of 6.750% First Mortgage Bonds due 2053. The proceeds were used for the repayment of borrowings outstanding under the Utility’s revolving credit facility pursuant to the Utility Revolving Credit Agreement.
The following table summarizes PG&E Corporation’s and the Utility’s long-term debt:
Balance at
(in millions)Contractual Interest RatesDecember 31, 2022December 31, 2021
PG&E Corporation
Term Loan - Stated Maturity: 2025
variable rate (1)
$2,681 $2,709 
Senior Secured Notes due 20285.00%1,000 1,000 
Senior Secured Notes due 20305.25%1,000 1,000 
Less: current portion, net of unamortized discount and debt issuance costs(28)(26)
Unamortized discount/premium and debt issuance costs, net(66)(90)
Total PG&E Corporation Long-Term Debt4,587 4,593 
Utility
First Mortgage Bonds - Stated Maturity:
2022
variable rate (2)
— 500 
2022
1.75%
— 2,500 
2023
1.70% - 4.25%
2,075 3,575 
2024
3.25% - 3.75%
1,800 800 
2025
3.45% - 4.95%
1,925 1,475 
2026
2.95% - 3.15%
2,551 2,551 
2027
2.10% - 5.45%
3,000 2,550 
2028
3.00% - 4.65%
1,975 1,975 
2029
4.20%
400 — 
2030
 4.55%
3,100 3,100 
2031
2.50% - 3.25%
3,000 3,000 
2032
4.40% - 5.90%
1,050 — 
2040
3.30% - 4.50%
2,951 2,951 
2041
4.20% - 4.50%
700 700 
2042
3.75% - 4.45%
750 750 
2043
4.60%
375 375 
2044
4.75%
675 675 
2045
4.30%
600 600 
2046
4.00% - 4.25%
1,050 1,050 
2047
3.95%
850 850 
2050
 3.50% - 4.95%
5,025 5,025 
2052
5.25%
550 — 
Less: current portion, net of unamortized discount and debt issuance costs(2,072)(2,996)
Unamortized discount, premium and debt issuance costs, net(195)(190)
Total Utility First Mortgage Bonds32,135 31,816 
Recovery Bonds (3)
9,292 860 
         Less: current portion(168)(18)
DWR Loan (4)
312 — 
Credit Facilities
Receivables securitization program - Stated Maturity: 2024
variable rate (5)
1,184 974 
2-Year Term Loan - Stated Maturity: 2024
variable rate (6)
400 — 
18-month Term Loan - Stated Maturity: 2023
variable rate (7)
— 1,441 
Less: current portion— (1,441)
Total Utility Long-Term Debt43,155 33,632 
Total PG&E Corporation Consolidated Long-Term Debt$47,742 $38,225 
(1) At December 31, 2022 and 2021, the contractual London Interbank Offered Rate (“LIBOR”)-based interest rate on the term loan was 7.44% and 3.50%, respectively.
(2) At December 31, 2021, the contractual LIBOR-based interest rate on $500 million of the first mortgage bonds was 1.69%.
(3) The amount includes bonds related to AB 1054 and SB 901 securitization transactions, see “AB 1054” above and Note 6 for details on interest rates.
(4) The Utility is not required to pay interest on the DWR loan, see Note 3 - Government Assistance.
(5) At December 31, 2022, the contractual Secured Overnight Financing Rate (“SOFR”)-based interest rate on the receivables securitization program was 5.10% and at December 31, 2021. LIBOR-based interest rate on the receivables securitization program was 1.30%.
(6) At December 31, 2022, the contractual SOFR-based interest rate on the term loan was 5.71%.
(7) At December 31, 2021, LIBOR-based interest rate on the term loan was 2.38%. This loan was prepaid in full on March 31, 2022.

Contractual Repayment Schedule

PG&E Corporation’s and the Utility’s combined stated long-term debt principal repayment amounts at December 31, 2022 are reflected in the table below:
       
(in millions, except interest rates)20232024202520262027ThereafterTotal
PG&E Corporation
Average fixed interest rate— %— %— %— %— %5.13 %5.13 %
Fixed rate obligations$— $— $— $— $— $2,000 $2,000 
Variable interest rate as of December 31, 2022
7.13 %7.13 %7.13 %— %— %— %7.13 %
Variable rate obligations$28 $28 $2,625 $— $— $— $2,681 
Utility (1)
Average fixed interest rate2.91 %3.40 %3.82 %3.10 %3.22 %4.12 %3.84 %
Fixed rate obligations$2,075 $1,800 $1,925 $2,551 $3,000 $23,051 $34,402 
Variable interest rate as of December 31, 2022
— %5.54 %— %— %— %— %5.54 %
Variable rate obligations
$— $1,584 $— $— $— $— $1,584 
Recovery Bonds (2)
AB 1054 obligations$38 $46 $48 $50 $51 $1,592 $1,825 
SB 901 obligations$130 $129 $135 $141 $146 $6,786 $7,467 
Total consolidated debt$2,271 $3,587 $4,733 $2,742 $3,197 $33,429 $49,959 
(1) The balance excludes DWR loan, see Note 3 - Government Assistance.
(2) Recovery bonds were issued by, and are repayment obligations of, consolidated VIEs. For AB 1054 interest rates, see above and the 2021 Form 10-K. For SB 901 interest rates, see Note 6.
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. The proceeds of the securitization were used to repay certain debt that the Utility had initially issued 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. The decision adopts a transaction structure comprised of four elements: (1) an initial shareholder contribution to the customer credit trust of $2.0 billion, $1.0 billion of which was 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:
TrancheAmountInterest RateFinal Maturity 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. The payment dates for the Series 2022-A Recovery Bonds are June 1 and December 1 of each year, commencing on December 1, 2022 and continuing until the final maturity date.

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:
TrancheAmountInterest RateFinal Maturity 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 $1.0 billion aggregate principal amount of the Utility’s 3.25% First Mortgage Bonds due 2024. The payment dates for the Series 2022-B Recovery Bonds are June 1 and December 1 of each year, commencing on June 1, 2023 and continuing until the final maturity date.

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 scheduled 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 12). The fixed recovery charges and customer credits are presented on a net basis in Operating Revenues in the Consolidated Statements of Income and had no net impact on Operating Revenues for the year ended December 31, 2022.
Also pursuant to the CHT decision, upon issuance of the Series 2022-A Recovery Bonds in May 2022 (“inception”), the Utility recorded a $5.5 billion SB 901 securitization regulatory asset 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, previously recognized within wildfire-related claims expense, partially offset by the $2.0 billion in required upfront shareholder contributions to the customer credit trust. The Utility also recorded a $5.54 billion SB 901 securitization regulatory liability at inception, which represents certain shareholder tax benefits the Utility had previously recognized that will be returned to customers. 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 reflected in Operating and maintenance expense in the Consolidated Statements of Income. During the year ended December 31, 2022, the Utility recorded SB 901 securitization charges, net, of $608 million for inception of the regulatory asset and liability pursuant to the CHT decision discussed above, as well as tax benefits realized within income tax expense in the current year related to the Fire Victim Trust’s sale of PG&E Corporation common stock (See Note 7 below) and amortization of the regulatory asset and liability in the Consolidated Statements of Income. SB 901 securitization charges are expected to increase in future periods, up to $2.09 billion, as the aforementioned tax benefits are recognized and recorded within deferred income taxes.

The following tables illustrate the inception to date SB 901 securitization impact on the Utility’s regulatory assets and liabilities:

SB 901 securitization regulatory asset (in millions)
Regulatory asset balance at inception
$5,500 
Amortization
(122)
Balance at December 31, 2022
$5,378 

SB 901 securitization regulatory liability (in millions)
Regulatory liability balance at inception$(5,540)
Amortization
308 
Additions
(568)
Balance at December 31, 2022
$(5,800)