PG&E 10-K/A 2019-12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 973-1000 (Registrant’s telephone number, including area code)	77 Beale Street P.O. Box 770000 San Francisco, California 94177 (Address of principal executive offices) (Zip Code) (415) 973-7000 (Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act:

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act:

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of December 31, 2019, the last business day of the most recently completed fourth fiscal quarter:

DOCUMENTS INCORPORATED BY REFERENCE

None.

Explanatory Note

This Amendment No. 1 on Form 10-K/A amends PG&E Corporation’s and Pacific Gas and Electric Company’s (the “Utility”) combined Annual Report on Form 10-K for the year ended December 31, 2019, originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 18, 2020 (the “Original Filing”). PG&E Corporation and the Utility are filing this Amendment No. 1 to amend Part III of the Original Filing to include the information required by and not included in Part III of the Original Filing, because PG&E Corporation and the Utility do not expect to file their joint definitive proxy statement within 120 days of the end of their fiscal year ended December 31, 2019. In connection with the filing of this Amendment No. 1 and pursuant to the rules of the SEC, PG&E Corporation and the Utility are including with this Amendment No. 1 new certifications by their principal executive and principal financial officers; accordingly, Item 15 of Part IV has been amended to reflect the filing of these new certifications. Item 15 of Part IV has also been amended to reflect the backstop commitment letters PG&E Corporation entered into on March 6, 2020, as reported on PG&E Corporation’s Current Report on Form 8-K dated March 10, 2020, and to reflect PG&E Corporation’s and the Utility’s entry into amendments to their debt commitment letters, as reported on PG&E Corporation’s Current Report on Form 8-K dated March 2, 2020.

Except as described above, no other changes have been made to the Original Filing. The Original Filing continues to speak as of the date of the Original Filing, and PG&E Corporation and the Utility have not updated the disclosures contained therein to reflect any events that occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Filing and PG&E Corporation’s and the Utility’s other SEC filings.

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TABLE OF CONTENTS

Page

PART III

Item 10. Directors, Executive Officers and Corporate Governance 1 | --- | --- | --- | Item 11. Executive Compensation 7 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 54 Item 13. Certain Relationships and Related Transactions, and Director Independence 57 Item 14. Principal Accountant Fees and Services 61

PART IV

Item 15. Exhibits and Financial Statement Schedules 63 | --- | --- | --- |

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GLOSSARY

The following terms and abbreviations appearing in the text of this Amendment No. 1 have the meanings indicated below. Defined terms used in this Amendment No. 1 but not defined below are defined in the Original Filing.

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PART III

Executive Officers

Information regarding executive officers of PG&E Corporation and the Utility is set forth under “Executive Officers of the Registrants” at the end of Part I of the Original Filing.

Directors

Set forth below are the name and age of each of PG&E Corporation’s and the Utility’s current directors as of March 10, 2020, and the positions held by each director with PG&E Corporation and the Utility, each director’s principal occupation and business experience during the last five years, and the year of the commencement of each director’s term as a director. Additionally, for each director, included below is information regarding the specific experience, qualifications, attributes and skills that contributed to the decision of the Boards of Directors of PG&E Corporation and the Utility to nominate such director for election as a director at the 2019 annual meeting of shareholders or appoint such directors to a vacancy, as the case may be, and the names of other publicly held companies of which such director serves or has served as a director in the previous five years. There are no family relationships between any director of PG&E Corporation or the Utility, executive officer of PG&E Corporation or the Utility, or person nominated or chosen to become a director or executive officer of PG&E Corporation or the Utility.

Richard R. Barrera has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. He is the Founder, CEO and Portfolio Manager at Roystone Capital Management LP (an asset management firm that invests across the capital structure in both debt and equity). Mr. Barrera was previously a Partner and Co-Portfolio Manager at Redwood Capital Management and Glenview Capital Management (both private investment management firms). Mr. Barrera is a member of the board of Mount Sinai Children’s Center Foundation and a member of the board of Success Academy Charter Schools.

Mr. Barrera has over 20 years of asset management and financial expertise investing in businesses undergoing transformations across a wide range of sectors. Throughout his career, Mr. Barrera has invested across the electric utility and independent power industries and has directly participated in numerous restructurings both in and out of Chapter 11. Mr. Barrera’s restructuring experience includes several bankruptcies involving complex litigation and a number of telecommunication restructurings in which he actively helped companies recapitalize balance sheets to enable successful operational turnarounds.

Jeffrey L. Bleich has served as a member of the Boards of PG&E Corporation and the Utility since April 2019 and is the Utility Board’s independent non-executive Chair. Mr. Bleich is an attorney and serves as Court-appointed Special Master, and mediator for the United States District Courts. Mr. Bleich was a partner in the San Francisco, CA office of Dentons US LLP (a multinational law firm) from 2016 to April 2019 specializing in cybersecurity, technology, and complex disputes. Mr. Bleich served as a member of the Senior Advisory Group to the Director of National Intelligence from 2014 to 2016. Mr. Bleich served as U.S. Ambassador to Australia from 2009 to 2013 and also as Special Counsel to President Obama in the White House from 2008 to 2009. Mr. Bleich previously was a long-time partner at the California law firm Munger, Tolles & Olson LLP, where he was recognized as one of California’s leading lawyers, litigating a variety of complex civil cases and landmark state and U.S. Supreme Court pro bono cases. Mr. Bleich is a member of the board of Nuix Pty. Ltd (from 2017 to present). Mr. Bleich serves on several non-profit boards, including as Chair of the Fulbright Foreign Scholarship Board (appointed by President Obama), and the Jeff Bleich Centre on Digital Technology, Security, and Governance at Flinders University.

Mr. Bleich has over three decades of experience resolving complex domestic and international disputes and specializing in cybersecurity. In addition to his legal and public sector experience, Mr. Bleich has led the boards of numerous public and private organizations, including as the Chair of the California State University Board of Trustees, President of the California State Bar, Chair of the ABA’s Amicus Curiae Committee, Director of the White House Commission on Youth Violence, President of the Bar Association of San Francisco, and a member of the Governor’s International Trade and Investment Council. Mr. Bleich is a long-time California resident.

Nora Mead Brownell has served as a member of the Boards of PG&E Corporation and the Utility since April 2019 and is the Corporation Board’s independent non-executive Chair. Ms. Brownell is the Co-Founder of Espy Energy Solutions LLC (an energy consulting group that provides strategic planning, marketing, business planning, and other consulting services to energy utilities, equipment manufacturers, service providers and financial institutions evaluating energy investments). She served as a member of the boards of National Grid (2012 to April 2019) and of Spectra Energy Partners (2007 to 2018). Ms. Brownell previously also served on the boards of Tangent (2000 to April 2019) and Converge Inc. (2007 to 2014), and of Oncor, Inc. (2007 to 2014). Ms. Brownell is currently serving on the Morgan Stanley Infrastructure Advisory Board and as a director of Mead Family Investments (previously Times Publishing Co.) (1996 to present), and she previously served as a member of the Direct Energy Advisory Board (2014 to 2017) and of New World Capital Strategic Advisory Council (2011 to 2016).

Ms. Brownell is a former Commissioner of the Federal Energy Regulatory Commission (“FERC”), a former member of the Pennsylvania Public Utility Commission and a former President of the National Association of Regulatory Utility Commissioners. During her time at FERC, Ms. Brownell oversaw the transition of the North American Electric Reliability Corporation to FERC oversight after Congress passed the Energy Policy Act of 2005, which provided for mandatory electric reliability standards. Ms. Brownell has been an advocate for consumer protection, competitive markets and national energy infrastructure development. She has worked extensively with California stakeholders to resolve market and infrastructure issues.

Cheryl F. Campbell has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. She is currently a consultant, providing safety and leadership consulting in the utility and energy industries. Ms. Campbell spent 13 years at Xcel Energy, Inc. (utility supplier of electric power and natural gas service operating in eight Western and Midwestern states), most recently serving as the Senior Vice President, Gas and President and CEO of West Gas Interstate (a FERC-regulated pipeline owned by Xcel Energy) from 2011 to 2018. Prior to Xcel Energy Inc., Ms. Campbell worked for approximately 20 years at Coastal Corporation (El Paso Corporation) (provider of natural gas and related energy products) where she held various roles, including director. Ms. Campbell currently serves as a board member of Hoffman Southwest (a private equity-owned provider of water flow inspection, repair and cleaning services company) (2018 to present), board member and Vice Chair of Gold Shovel Association (February 2020 to present), and a member of the advisory board of JANA technologies (January 2020 to present). Ms. Campbell previously served as a member of the Engineering Advisory Committee of the University of Colorado College of Engineering, a member of the Gas Pipeline Advisory Committee to the Department of Transportation and a member of the Colorado Oil and Gas Association Board. Ms. Campbell is an NACD Governance Fellow.

Ms. Campbell has 35 years of energy experience in midstream, interstate pipelines and utilities. During her tenure at Xcel Energy, Ms. Campbell developed Xcel Energy’s risk management, regulatory, environmental and operating plans for its gas assets while improving operating and financial results across the enterprise. Ms. Campbell also developed the same programs for WestGas InterState while she was serving as its President and CEO. Her experience includes strategic planning, operations, regulatory and risk management. Ms. Campbell is a champion of public and employee safety and served on the U.S. Department of Transportation’s Gas Pipeline Advisory Committee from 2013 to 2018, providing guidance to the Secretary of Transportation on the safety of the nation’s gas pipeline infrastructure. Ms. Campbell also served as a member of the independent panel assessing the enterprise risk management and overall safety of the 11 gas utilities in Massachusetts in the aftermath of the September 2018 explosions and fires in Merrimack Valley.

Fred J. Fowler has served as a member of the Boards of PG&E Corporation and the Utility since March 2012. He is the retired Chairman of the Board of Spectra Energy Partners, LP (a master limited partnership that owns natural gas transmission and storage assets). In addition to serving on the Boards of PG&E Corporation and the Utility, Mr. Fowler has also been serving as a member of the boards of Ovintiv, Inc. (formerly Encana Corporation) (a natural gas producer) since 2010 and of DCP Midstream Partners, LP (a master limited partnership that owns, operates, acquires, and develops midstream energy assets) since 2015. Previously, in addition to serving as Chairman of the Board of Spectra Energy Partners, LP (2008 to 2013) and as a member of the Board of Spectra Energy Partners, LP (2008 to 2017), Mr. Fowler was President and CEO of Spectra Energy Corp (a natural gas gathering and processing, transmission and storage, and distribution company) (2006 to 2008) and served as a director of that company. Before that, he held various executive positions with Duke Energy Corporation (gas and electric energy company) and its subsidiaries and predecessor companies, including President and COO of Duke Energy. Mr. Fowler is the former Chairman of the Board of the Interstate Natural Gas Association of America and a former director of the Gas Research Institute, the Gas Technology Institute, and the Institute of Nuclear Power Operations.

Mr. Fowler brings extensive knowledge and over 45 years of experience in utility company operations, including safety, natural gas and gas liquids production, transportation and marketing, and electricity generation, transmission and distribution. He brings leadership, management, and business skills developed as an executive and a director of numerous public and privately held companies.

William D. Johnson is the CEO and President of PG&E Corporation (May 2019 to present), and is a member of the PG&E Corporation Board (May 2019 to present) and the Utility Board (June 2019 to present). Mr. Johnson served as President and CEO of the Tennessee Valley Authority (TVA) from 2013 to April 2019. Prior to his tenure at the TVA, Mr. Johnson was the Chairman, President and CEO of Progress Energy.

Mr. Johnson brings over 20 years of utility experience and leadership as a utility industry executive. During his six-year tenure at TVA, he was responsible for leading the nation’s largest public utility in its mission of providing energy, environmental stewardship and economic development across a seven-state region. During Mr. Johnson’s time at TVA, the organization achieved the best safety records in its 85-year history and has been a perennial top decile safety performer in the utility industry. In that same period, retirement of more than half of TVA’s coal generation, resulting in a reduction of TVA’s carbon omissions by about 50% over the last decade. He was responsible for leading the generation of more than 50% of TVA’s energy from non-greenhouse gas emitting sources. He also oversaw TVA’s expansion into utility scale solar in recent years, with the addition of approximately 1,000 megawatts (mWs), and pursued the modernization of its hydro assets to increase the overall amount of renewable resources. TVA’s renewable portfolio includes almost 2,400 mWs of wind and solar and 5,800 mWs of hydro capacity. Throughout his career in the electric utilities industry, Mr. Johnson has collaborated closely with elected officials and other community leaders to deliver safe and reliable electricity to millions of customers.

Mr. Johnson serves on the board of the Nuclear Energy Institute (2017 to present) and previously served on the boards of the Institute of Nuclear Power Operations (2013 to 2019), the Nuclear Electric Institute Limited (2012 to 2019), and the World Association of Nuclear Operations (2015 o 2019).

Michael J. Leffell has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. He is the Founder of Portage Partners LLC (a privately held company focused on sourcing, analyzing and monitoring non-traditional investment opportunities) and Chairman of Canoe Software (a financial technology company). Prior to founding Portage Partners in 2010, Mr. Leffell was the Deputy Executive Managing Member of Davidson Kempner Capital Management, a global institutional investment management firm. Mr. Leffell served as a member of the board of Genco Shipping and Trading Limited (a publicly traded transportation services company) (2014-2016).

Mr. Leffell has over 20 years of experience participating in the restructuring of multiple businesses under Chapter 11. In addition to serving as the Deputy Executive Managing Member of Davidson Kempner Capital Management, Mr. Leffell also co-managed the Distressed Investment strategy, including multiple positions in a broad range of large complex corporate restructuring and domestic and international bankruptcies that often implicated complex litigation.

Dominique Mielle has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. She is a former Partner and Senior Portfolio Manager at Canyon Partners LLC (an investment manager that specializes in value-oriented special situation investments for institutional investors). In addition to serving on the Boards of PG&E Corporation and the Utility, Ms. Mielle has also been serving as a member of the boards of Anworth Mortgage Asset Corporation (a mortgage REIT investment firm) since 2018, of Studio City International since 2018, and of Tiptree Inc. (a holding company combining insurance operations and investment management capabilities) since January 2020. Ms. Mielle was a partner and senior portfolio manager at Canyon Partners, where she worked from 1998 to 2017. Before 1998, she worked at various investment banks, including Libra Investments, Lehman Brothers and Credit Lyonnais.

Ms. Mielle has played key roles in complicated bankruptcies where public safety and the economic well-being of the public were critical issues requiring extensive engagement with government entities, regulatory agencies and affected communities. Ms. Mielle was a member of the creditors’ committee for the Commonwealth of Puerto Rico, and also served as a restructuring committee member of American Airlines, Continental Airlines, Delta Airlines, Northwest Airlines and United Airlines in the wake of the September 11 attacks. Ms. Mielle earned an MBA from Stanford University. She is a long-time California resident.

Meridee A. Moore has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. She is the Founder, CEO and Chief Investment Officer of Watershed Asset Management (a San Francisco-based alternative asset manager). Before returning capital in 2017, Watershed managed institutional capital, primarily for endowments, foundations and pension funds. In addition to serving on the Boards of PG&E Corporation and the Utility, Ms. Moore serves on the board of Blackrock Capital Investment Corporation (2017 to present), a public business development corporation that makes loans to middle market companies. She serves on the Audit and Governance Committees of the BCIC boards. Ms. Moore also serves on the board of Nextgen Climate America (a California-based climate policy non-profit) (2014 to present) and as a director on the advisory board of Fiduciary Counselling Inc., a private investment firm (2018 to present). Ms. Moore has served as a trustee of Right to Play International (2003 to 2018), Right to Play US (2004 to 2019) and Grace Cathedral (2011 to 2018). Ms. Moore also served on the boards of Morgans Hotel Group (2005 to 2007) and AMF Bowling Worldwide (2001 to 2003). Before founding Watershed Asset Management, Ms. Moore was a Partner and Portfolio Manager at Farallon Capital Management (a global institutional investment firm). Prior to Farallon, Ms. Moore worked in Lehman Brothers’ investment bank and was a corporate law attorney at Simpson Thacher and Bartlett.

Ms. Moore has over 25 years of investment, corporate finance and public board experience over a wide range of industries. She was the founder and CEO of an SEC registered investment adviser where she was responsible for all investment, operating and compliance functions. She has participated in several complex restructurings, including leading an innovative financing during the first PG&E bankruptcy in 2001. She has also overseen investments in turnarounds with complex regulatory, labor and commodity issues, including Northwest Airlines, United Airlines, Clear Chanel Communications, United Companies Financial Corporation and Calpine Corporation. She has also supervised the implementation of community safety protocols in her role on the Board of Right to Play and AMF. She is a 29 year San Francisco resident.

Eric D. Mullins has served as a member of the Boards of PG&E Corporation and the Utility since September 2016. He has been the Co-CEO of Lime Rock Resources, L.P. (a private equity investment firm that acquires, operates, and improves oil and natural gas properties in the U.S.) since 2005. In addition to serving on the Boards of PG&E Corporation and the Utility, Mr. Mullins has also been serving as member of the board of Valero Energy Corporation (January 2020 to present) and served as a member of the board of Anadarko Petroleum Company (an independent oil and natural gas exploration and production company) from 2012 to 2019. Prior to co-founding Lime Rock Resources, L.P. in 2005, Mr. Mullins worked in the investment banking division of Goldman Sachs & Co. for 15 years, most recently as managing director in the firm’s Energy and Power Group, where he led numerous financing, structuring, and strategic advisory transactions for public and private oil and gas exploration and production companies. Mr. Mullins currently serves as a member of the Baylor College of Medicine Board of Trustees.

Mr. Mullins brings operational, business development, and mergers and acquisition experience in the energy sector, as well as director and audit committee experience from his other public company board service. He also brings strategic management, leadership, and corporate financial expertise developed as an executive in the investment banking industry working with both public and private companies in the natural resources and utilities sector.

Kristine M. Schmidt has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. She is a former Chief Executive Officer of Peak Utility Services Group. Ms. Schmidt was the President, founder and owner of Swan Consulting Services (a consulting company that provides strategic, regulatory and advisory services to utilities and equipment and services related businesses in the electricity and natural gas utility industry) from 2015 to 2018. Before that, she was President of ITC Great Plains and Vice President at ITC Holdings. Ms. Schmidt served as a member of the Western Energy Imbalance Market (WEIM) Governing Body in the western region. Ms. Schmidt also served on the board of Peak Utility Services Group in 2018.

Ms. Schmidt has over 35 years of experience in the electricity industry, having worked for and consulted with some of the largest public utilities throughout the United States. Over the last 25 years, Ms. Schmidt’s experience was primarily in the regional wholesale market arena and high voltage transmission development and regulatory and public policies. The regional wholesale markets are critical across the United States to efficiently and cost-effectively integrate large scale renewables while providing a competitive platform for wholesale energy trading. Ms. Schmidt has served as a FERC Commissioner Advisor, addressing national policies and reforms resulting from the California Energy Crisis and FERC’s expanded authority from the Energy Policy Act, among other key policy issues. Ms. Schmidt was the Chair of the inaugural (WEIM) Governing Body and was a member of the Governing Body which had governance responsibility over the wholesale energy imbalance market in the western region, including California. Ms. Schmidt was previously CEO of Peak Utility Services Group, a leading utility construction service provider. She was also a corporate officer with the nation’s largest independent high voltage transmission company, ITC Holdings Corporation, and the President of ITC Great Plains. Ms. Schmidt has also held various senior management responsibilities for public utilities, including Xcel Energy.

William L. Smith has served as a member of the Boards of PG&E Corporation and the Utility since October 2019. He also served on the board of directors of Oclaro Corporation (manufacturer and seller or optical components) from 2009 through 2018, and on the advisory boards of ASOCS Ltd. (developer of on-premise cloud solutions for industries such as retail, real estate, hospitality, sports, and entertainment), Tillman Infrastructure (cellular tower and telecom infrastructure), and Blue Ridge Networks (software for remote access cybersecurity systems and solutions).

Mr. Smith is the retired President of AT&T Technology Operations at AT&T Services, Inc. where he spent 37 years with the telecommunications service provider and its predecessor companies. He held a number of senior officer positions at AT&T, including President of Network Operations where he oversaw data center and information technology operations, DIRECTV field operations, and planning, engineering, construction, provisioning and maintenance for the company’s wireless and wireline networks. He also served as Executive Vice President of Shared Services for AT&T and Chief Technology Officer for Bell South Corp. Mr. Smith brings a comprehensive focus on large-scale integration and modernization of vast infrastructure networks, an ability to identify and leverage new technologies to meet future businesses needs, and a track record of delivering on commitments to public and employee safety.

Andrew M. Vesey is the CEO and President of the Utility (August 2019 to present) and also is a member of the Utility Board (September 2019 to present). He brings more than 42 years of diverse utility industry experience to PG&E, including several roles as chief executive officer at major energy companies. Prior to joining PG&E, Vesey served as the Managing Director and Chief Executive Officer of Sydney-based AGL Energy Limited (an integrated Australian energy company serving about 3.7 million electric and natural gas customers and operating 20 percent of the country’s power generation capacity) from 2015 to 2018, and also served on AGL’s board of directors during that time. As AGL’s top leader, Vesey committed to closing all of the company’s coal-fired generation by 2050.

Before AGL, he also served in a number of successively greater leadership roles at energy companies such AES Corporation, where he was the Chief Operating Officer, and Entergy Corporation and Niagara Mohawk Power Corporation, both where he served as a senior leader. Vesey also spent a number of years as an energy industry consultant and leader at firms that included FTI Consulting and Ernst & Young. He also served as Managing Director and Chief Executive Officer of Melbourne-based CitiPower in Australia. Vesey began his career as a system planning engineer at Consolidated Edison in his native New York.

Alejandro D. Wolff has served as a member of the Boards of PG&E Corporation and the Utility since April 2019. In addition to serving on the Boards of PG&E Corporation and the Utility, Mr. Wolff currently serves as a member of the boards of Albemarle Corporation (a public specialty chemicals company) since 2015, and Frontier Airlines since 2019, and JetSMART Holdings Limited (a private airline operating in South America). He was Lead Independent Director of Versum Materials (a public specialty chemicals company) from 2016 to 2019 and was a former Managing Director of Gryphon Partners (a global advisory firm focused on emerging and frontier markets). Mr. Wolff served in the U.S. State Department for 34 years, including tours as the U.S. Ambassador to the Republic of Chile from 2010 to 2013 and the U.S. Ambassador to the United Nations from 2005 to 2010. Mr. Wolff currently also serves since 2017 as a board member of. Mr. Wolff is an advisory board member of the Counter Extremism Project.

Mr. Wolff brings decades of experience in high-level political, economic, and security issues from his 34-year career in the U.S. State Department. As Ambassador to the Republic of Chile, Mr. Wolff promoted U.S.-origin renewable energy alternatives for Chile, including solar power. Mr. Wolff currently serves as on Albemarle’s Health, Safety & Environment Committee and chairs its Compensation Committee. He has wide-ranging experience managing natural disaster, conflict, and terrorist-response situations, and a successful negotiating record of bridging differences among numerous constituencies with competing interests. He brings considerable knowledge of clean energy, sustainability, renewable energy and electricity storage, as well as industrial safety. Mr. Wolff was a long-term resident of California, graduated from the University of California, Los Angeles, and continues to have close ties to California.

John M. Woolard has served as a member of the Boards of PG&E Corporation and the Utility since October 2019. Prior to that time, he served as Vice President, Energy, for Google, Inc. (from 2014 to 2016). He also serves on the advisory board of the University of California, Berkeley’s Energy and Climate Initiative, and is a Senior Fellow at the World Resources Institute and a Crown Fellow at the Aspen Institute.

Mr. Woolard is Chief Executive Officer of Meridian Energy, an energy consulting and asset acquisition company, and a Senior Operating Partner at San Francisco-based Activate Capital. He has more than 20 years of experience as an executive in the energy technology sector. Mr. Woolard previously served as the President and Chief Executive Officer of BrightSource Energy, where he led the development, construction, and commissioning of large scale solar projects in California. He also served as Chief Executive Officer of Silicon Energy Corp, was Vice President of Energy at Google, and headed the Energy Management Solutions Group at Itron Inc. Mr. Woolard brings extensive experience in developing world-class clean energy projects, a technological background and understanding of software and grid modernization solutions, and is well versed in California’s regulatory and policy goals. He is a long-time California resident.

Website Availability of Code of Ethics, Corporate Governance and Other Documents

The following documents are available both on the Corporate Governance section of PG&E Corporation’s website (www.pgecorp.com/corp/about-us/corporate-governance.page) and on the Utility’s website (www.pge.com/en_US/about-pge/company-information/company-information.page, under the Corporate Governance tab): (1) the PG&E Corporation and the Utility’s codes of conduct (which meet the definition of “code of ethics” of Item 406(b) of the SEC Regulation S-K) adopted by PG&E Corporation and the Utility and applicable to their directors and employees, including their respective Chief Executive Officer and Presidents, Chief Financial Officers, Controllers and other executive officers, (2) PG&E Corporation’s and the Utility’s respective corporate governance guidelines, and (3) key Board committee charters, including charters for the companies’ Audit Committees and the PG&E Corporation Nominating and Governance Committee and Compensation Committee.

If any amendments are made to, or any waivers are granted with respect to, provisions of the code of ethics adopted by PG&E Corporation and the Utility and that apply to their respective Chief Executive Officer and Presidents, Chief Financial Officers, or Controllers, PG&E Corporation and the Utility will post the amended code of ethics on their websites and will disclose any waivers to the code of ethics in a Current Report on Form 8-K.

Procedures for Shareholder Recommendations of Nominees to the Boards of Directors

There were no material changes to the procedures described in PG&E Corporation’s and the Utility’s Joint Proxy Statement relating to the 2019 annual meetings of shareholders by which security holders may recommend nominees to PG&E Corporation’s or the Utility’s Boards of Directors.

Audit Committees and Audit Committee Financial Expert

The Boards of PG&E Corporation and the Utility have established standing Audit Committees in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934. The Audit Committees of the Boards of PG&E Corporation and the Utility oversee and monitor the following areas for these companies and their controlled subsidiaries and affiliates:

The Audit Committees of PG&E Corporation and the Utility are currently composed of four directors: Richard R. Barrera, Dominique Mielle (Chair), Eric D. Mullins and Kristine M. Schmidt. The Audit Committees met nine times during 2019. The Boards of PG&E Corporation and the Utility have adopted formal charters that set forth their respective Audit Committee’s duties and responsibilities; current copies of the charters are available online through the Corporate Governance section of PG&E Corporation’s website (www.pgecorp.com/corp/about-us/corporate-governance.page) or the Company Information section of the Utility’s website (www.pge.com/en_US/about-pge/company-information/company-information.page, under the “Get more information about our corporate governance practices” link), as appropriate.

The Audit Committees are composed entirely of independent directors, as defined in PG&E Corporation’s and the Utility’s Guidelines, as applicable, and the Audit Committee’s charters. In addition, the Audit Committees are composed entirely of independent directors, as required and defined by the NYSE.

Each member of the Audit Committees also satisfies heightened independence standards established by SEC rules and applicable stock exchange requirements regarding independence of audit committee members. Each member of the Audit Committees also is financially literate. The Boards of PG&E Corporation and the Utility have determined that each of Dominique Mielle and Eric D. Mullins has accounting and related financial management expertise and qualifies as an audit committee financial expert, as defined by the SEC and applicable stock exchanges. Background information on each audit committee financial expert can be found under the heading “Directors” in this Item 10.

I. Compensation of Non-Employee Directors

The Boards of PG&E Corporation and the Utility each establish the level of compensation for that company’s non-employee directors, based on the recommendation of the Compensation Committee. Directors who also are current employees of either company receive no additional compensation for service as directors.

The Compensation Committee periodically reviews the amount and form of compensation paid to non-employee directors of PG&E Corporation and the Utility. As part of this review, the Compensation Committee reviews the compensation provided to the companies’ non-employee directors as compared to other comparable U.S. peer companies (including both other utilities and companies within the S&P 250), with the objective of ensuring that non-employee director compensation is:

As a result of the challenges presented by the Chapter 11 Cases, in 2019, the companies undertook changes to their non-employee director compensation programs. As approved by the Bankruptcy Court, in lieu of stock-based compensation, a replacement equity award was granted to non-employee directors, which was granted at a specified dollar value and will be settled in post-reorganization equity of PG&E Corporation immediately following emergence from Chapter 11. The replacement equity award value was based upon the stock-based compensation paid to non-employee directors prior to commencement of the Chapter 11 Cases. Consistent with prior years, in 2019, cash compensation in the form of a retainer was paid to non-employee directors for service on the Boards and their committees, prorated for their start date. In determining the amounts and forms of compensation for 2019, the Compensation Committee considered Pay Governance LLC’s (“Pay Governance”) benchmark analyses of director compensation at the compensation peer group used for the NEOs and S&P 250 companies and Willis Towers Watson’s analysis of director compensation at companies undergoing Chapter 11 restructuring.

2019 Director Compensation

The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during 2019.

Non-Employee Director Total 2019 Compensation Summary

Retainers and Fees

Retainers and fees were paid as described in the above summary table. Any director who serves on the PG&E Corporation Board, Audit Committee, Executive Committee, or

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Principal Shareholders

The following table presents certain information regarding shareholders that PG&E Corporation and the Utility believe, based on public filings, are beneficial owners of more than 5 percent of any class of voting securities of the Corporation or the Utility as of March 25, 2020 (except as noted below).

Security Ownership of Management

The following table sets forth the number of shares of PG&E Corporation common stock beneficially owned (as defined in the rules of the SEC) as of March 10, 2020 by the directors, the NEOs, and all directors and executive officers of PG&E Corporation and the Utility as a group. As of March 10, 2020, no listed individual owned shares of any class of Utility securities. The table also sets forth common stock equivalents credited to the accounts of directors and executive officers under the Corporation’s deferred compensation and equity plans. Directors and Section 16 Officers of the Corporation and the Utility may not engage in any hedging or monetization transactions that limit or eliminate the officer’s ability to profit from an increase in the value of company stock, and generally are prohibited from pledging company stock as collateral for a loan.

Equity Compensation Plan Information

The following table provides information as of December 31, 2019 concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

For more information, see Note 5 of the Notes to the Consolidated Financial Statements in Item 8 of the Original Filing.

Related Party Transactions

Approval Policies

The Boards of PG&E Corporation and the Utility each adopted a written policy (the companies’ Related Party Transaction Policy (“Policy”)) which generally requires Audit Committee approval or ratification of transactions that would require disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934 (“Item 404(a)”), except that the Policy has a lower dollar threshold than Item 404(a).

Under the Policy, at the first meeting of each year, each company’s Audit Committee reviews, approves, and/or ratifies related party transactions (other than the types of transactions that are excluded from disclosure under Item 404(a), as described below) with values exceeding $10,000 in which either company participates and in which any “Related Party” has a material direct or indirect interest. For these purposes, “Related Party” generally includes (1) any director, nominee for director, or executive officer, (2) holders of greater than 5 percent of that company’s voting securities, and (3) those parties’ immediate family members.

After the annual review and approval of related party transactions, if either company wishes to enter into a new related party transaction, then that transaction must be either pre-approved or ratified by the applicable Audit Committee. If a transaction is not ratified in accordance with the Policy, management will make all reasonable efforts to cancel or annul that transaction.

Where it is not practical or desirable to wait until the next Audit Committee meeting to obtain approval or ratification, the Chair of the applicable Audit Committee may elect to approve a particular related party transaction. If the Chair of the applicable Audit Committee has an interest in the proposed related party transaction, then that transaction may be reviewed and approved by another independent and disinterested member of the applicable Audit Committee. In either case, the individual approving the transaction must report such approval to the full Committee at the next regularly scheduled meeting.

When reviewing any related party transaction, the Audit Committees consider whether the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party. The Policy also requires that each Audit Committee disclose to the respective Board any material related party transactions.

As provided in Item 404(a), the following types of transactions are excluded:

Since January 1, 2019, all related party transactions have been approved or ratified by the applicable Audit Committee in accordance with this Policy, except for entering into the backstop commitment letters with Knighthead, Abrams and Stonehill, which were reviewed and approved by the full PG&E Corporation Board.

Related Person Transactions

Kathy Thomason is employed by the Utility as a Business Finance Analyst, Expert, and she is the spouse of David S. Thomason, who is Vice President, Chief Financial Officer, and Controller of the Utility. Since January 1, 2019, Ms. Thomason received compensation and related payments and benefits from the Utility with a value of approximately $ 170,000. Any payments to Ms. Thomason for services rendered during 2020 are expected to be similar in nature and value to payments provided during 2019, consistent with the Utility’s policies and practices that apply to employee compensation generally.

Backstop Commitment Letters

According to the Schedule 13Ds filed with the SEC on August 7, 2019 by Knighthead and Abrams, each of Knighthead and Abrams may be deemed to be a member of a group for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934 comprised of Knighthead and Abrams. Together, Knighthead and Abrams own more than 5% of the outstanding common stock of PG&E Corporation. On September 9, 2019, PG&E Corporation entered into Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams. Knighthead and Abrams committed to purchase $1.0 billion and $500 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of September 9, 2019, the total amount of such commitments was $1.5 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 9, 2019.

On September 13, 2019, PG&E Corporation entered into amended Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams. Knighthead and Abrams committed to purchase $1.0 billion and $500 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of September 13, 2019, the total amount of such commitments was $1.5 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 13, 2019.

According to the amended Schedule 13G filed with the SEC on February 14, 2020 by Stonehill, Stonehill owns more than 5% of the outstanding First Preferred Stock, Cumulative, par value $25 per share of the Utility. On September 30, 2019, PG&E Corporation entered into a Chapter 11 Plan Backstop Commitment Letter with Stonehill. Stonehill committed to purchase $295 million of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of September 30, 2019, the total amount of such commitments (including similar commitments of third parties) was $14.0 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 1, 2019.

On November 16, 2019, PG&E Corporation entered into new Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams which superseded the earlier backstop commitments. Knighthead and Abrams committed to purchase $400 million and $400 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of November 16, 2019, the total amount of such commitments (including similar commitments of third parties) was $7.415 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2019.

On November 16, 2019, PG&E Corporation entered into a Chapter 11 Plan Backstop Commitment Letter with Stonehill. Stonehill committed to purchase $50 million of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of November 16, 2019, the total amount of such commitments (including similar commitments of third parties) was $7.415 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 18, 2019.

On December 6, 2019, PG&E Corporation entered into new Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams which superseded the earlier backstop commitments. Knighthead and Abrams committed to purchase $548 million and $548 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of December 6, 2019, the total amount of such commitments (including similar commitments of third parties) was $12 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2019.

On December 6, 2019, PG&E Corporation entered into a Chapter 11 Plan Backstop Commitment Letter with Stonehill. Stonehill committed to purchase $184 million of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of December 6, 2019, the total amount of such commitments (including similar commitments of third parties) was $12.0 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 11, 2019.

On December 23, 2019, PG&E Corporation entered into new Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams which superseded the earlier backstop commitments. Knighthead and Abrams committed to purchase $400 million and $300 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of December 23, 2019, the total amount of such commitments (including similar commitments of third parties) was $12 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2019.

On December 23, 2019, PG&E Corporation entered into a Chapter 11 Plan Backstop Commitment Letter with Stonehill. Stonehill committed to purchase $150 million of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of December 23, 2019, the total amount of such commitments (including similar commitments of third parties) was $12.0 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 26, 2019.

On March 1, 2020, PG&E Corporation entered into new Chapter 11 Plan Backstop Commitment Letters with Knighthead and Abrams which superseded the earlier backstop commitments. Knighthead and Abrams committed to purchase $400 million and $300 million, respectively, of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of December 23, 2019, the total amount of such commitments (including similar commitments of third parties) was $700 million. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 2, 2020.

On March 6, 2020, PG&E Corporation entered into a Chapter 11 Plan Backstop Commitment Letter with Stonehill. Stonehill committed to purchase $150 million of shares of PG&E Corporation, subject to the terms and conditions set forth therein. As of March 6, 2020, the total amount of such commitments (including similar commitments of third parties) was $12.0 billion. For a complete description of these equity backstop commitments, see PG&E Corporation’s and the Utility’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10, 2020.

Director Independence

On both PG&E Corporation’s Board and the Utility’s Board, at least 75 percent of the directors are independent, as required by each company’s Guidelines. The definitions of “independence” are identical for each company, are set forth in each company’s Guidelines, and reflect applicable NYSE definitions.

As of February 21, 2020, all of PG&E Corporation’s non-employee directors also are independent as defined by the NYSE. The Utility Board is exempt from NYSE American rules requiring that at least a majority of the directors meet the stock exchange’s definition of “independent director” because PG&E Corporation holds approximately 96 percent of the voting power of the Utility and the Utility is a “controlled” subsidiary.

The Boards of the Corporation and the Utility have determined that each of the following directors is independent according to the applicable company’s Guidelines: Richard R. Barrera, Jeffrey L. Bleich, Nora Mead Brownell, Cheryl F. Campbell, Fred J. Fowler, Michael J. Leffell, Dominique Mielle, Meridee A. Moore, Eric D. Mullins, Kristine M. Schmidt, William L. Smith, Alejandro D. Wolff and John M. Woolard. PG&E Corporation and the Utility also have determined that from January 1, 2019 to the date of this Amendment No. 1, each of the following past directors was independent while serving on the Boards, according to the applicable company’s Guidelines: Frederick W. Buckman, Lewis Chew, Richard C. Kelly, Roger H. Kimmel, Kenneth Liang, Richard A. Meserve, Forrest E. Miller, Benito Minicucci, Rosendo G. Parra, Barbara L. Rambo, and Anne Shen Smith.

In assessing each director’s independence, the companies considered transactions between PG&E Corporation or the Utility and their respective directors, and their immediate family members, and certain entities with which the directors or their immediate family members were affiliated. These transactions primarily involved (a) the Utility’s provision of utility services at rates or charges fixed in conformity with law or governmental authority and (b) membership fees paid to a non-profit entity previously affiliated with one of the companies’ directors (in amounts below the $10,000 threshold for Audit Committee review pursuant to the companies’ Related Party Transaction Policy), which the Boards determined were not material and did not affect the director’s independence.

In assessing the independence of each member of the Audit Committees, the Boards of PG&E Corporation and the Utility considered the following: Michael Schmidt, brother of Kristine M. Schmidt, is currently the Chief Technology Officer of Deloitte & Touche LLP (“Deloitte & Touche”), the independent registered public accounting firm for PG&E Corporation and the Utility since 1999. In his capacity as the Chief Technology Officer, Mr. Schmidt oversees technology issues relating to Deloitte & Touche’s global and U.S. audit functions. Mr. Schmidt does not participate in any auditing or quality control activities at Deloitte & Touche or work on any matters related to PG&E Corporation or the Utility and is not otherwise a “covered person” within the meaning of Item 2-01 of Regulation S-X under the Securities Act. The Boards determined that Ms. Schmidt’s family relationship does not affect Ms. Schmidt’s or Deloitte & Touche’s independence.

Each of the Audit Committees, the Compensation Committee, and the Nominating and Governance Committee is composed entirely of independent directors, as defined in the applicable company’s Guidelines and the Committee’s charters. In addition, the Audit Committees, the Compensation Committee, and the Nominating and Governance Committee are composed entirely of independent directors, as required and defined by the NYSE. Because the Utility is a “controlled” subsidiary of PG&E Corporation for purposes of the NYSE American standards, the Utility is not subject to NYSE American rules that otherwise would require that the Utility’s Board committees responsible for executive compensation and governance be comprised of “independent” directors, as defined by NYSE American, and would impose requirements on the Utility’s director nomination and compensation-setting processes.

Each member of the Audit Committees and each member of the Compensation Committee also satisfies heightened independence standards established by SEC rules and applicable stock exchange requirements regarding independence of audit committee members and compensation committee members.

Selection and Oversight of the Independent Auditor

Each Audit Committee is responsible for the appointment, replacement, compensation, and oversight of the work of the independent auditor. The Audit Committees review the scope of the audit, including the terms of the engagement. The independent auditor reports directly to the Audit Committees; at each Audit Committee meeting, the independent auditor meets separately with the Audit Committees, without management present.

Annually, each Audit Committee also evaluates the independence, qualifications, and performance of the independent auditor, taking into account the opinions of management and the internal auditors. To ensure continuing independence of the independent auditor, the Audit Committees also consider whether there should be rotation of the independent auditor. In accordance with SEC rules, the lead audit partner may provide a maximum number of five consecutive years of service to the companies. Consistent with that requirement, Deloitte & Touche assigned a new lead auditor to lead the integrated audit of PG&E Corporation’s and the Utility’s financial statements, starting in 2017. The Audit Committees reviewed and evaluated the new lead auditor as part of its annual process for reviewing the independent auditor.

For 2020, the Audit Committees selected Deloitte & Touche as the companies’ independent auditor, following consideration of the following factors and criteria: (1) status as a registered public accounting firm and is subject to oversight by the Public Company Accounting Oversight Board; (2) status as a “Big Four” public accounting firm, nationally and internationally recognized as an expert in accounting and auditing; (3) having one of the largest utility practices of the “Big Four” public accounting firms; (4) having made a strong commitment to supporting supplier diversity; (5) having significant experience with the companies; and (6) having an experienced team, including the lead partner, familiar with the industry, assigned to the companies’ engagements. The Audit Committees also considered (1) Deloitte & Touche’s quality control report, (2) Deloitte & Touche’s discussion of its independence, and (3) a review of Deloitte & Touche’s proposed audit plan (including draft engagement letter) for 2020.

Although Deloitte & Touche has been the companies’ independent auditor since 1999, in 2015 and at the Audit Committees’ direction, the companies solicited bids from accounting firms to conduct the external audits of the companies’ financial statements for the year ending December 31, 2016. The bids were evaluated by the Auditor Selection Committee, which was comprised of members from the companies’ accounting, internal auditing, regulatory, operational, sourcing, and legal functions. The bids were evaluated with respect to four key factors: firm capabilities and background, firm resources and audit plan, supplier diversity plans, and pricing. Upon consideration of the information provided by the Auditor Selection Committee, each Audit Committee appointed Deloitte & Touche as the independent auditor for the year ending December 31, 2016.

Fees Billed by the Independent Auditor During 2019 and 2018

The Audit Committees have reviewed the audit and non-audit fees that PG&E Corporation, the Utility, and their respective controlled subsidiaries have been billed for the independent auditor (including subsidiaries and affiliates), in order to consider whether the nature and relative value of those fees are compatible with maintaining the firm’s independence.

Table 1: Fees Billed to PG&E Corporation

(Amounts include Fees Billed to the Utility and its Subsidiaries shown in Table 2 below)

Table 2: Fees Billed to the Utility and its Subsidiaries

(Amounts are included in Fees Billed to PG&E Corporation shown in Table 1 above)

Audit Fees

Audit fees billed for 2019 and 2018 relate to services rendered by Deloitte & Touche and its affiliates in connection with reviews of Quarterly Reports on Form 10-Q, certain limited procedures on registration statements, the audits of the annual financial statements of PG&E Corporation and its subsidiaries and the Utility and its subsidiaries, the audits of both PG&E Corporation’s and the Utility’s internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, advice regarding adoption of new accounting pronouncements, support for statutory or regulatory filings or engagements and regulators’ reviews of auditor workpapers, and procedures related to the California Wildfires and going concern. In addition to the services outlined above, audit fees billed for 2019 also relate to services rendered for post-bankruptcy matters and additional audit procedures related to the planned participation in the Wildfire Fund established under Assembly Bill 1054.

Audit-Related Fees

Audit-related fees billed in 2019 and 2018 relate to services rendered by Deloitte & Touche and its affiliates for nuclear decommissioning trust audits, consultations on financial accounting and reporting standards, required agreed-upon procedure reports related to contractual obligations of the Utility and its subsidiaries, advice regarding proposed transactions, training, and advice concerning internal controls surrounding new applications, systems, or activities.

Tax Fees

Deloitte & Touche and its affiliates provided no services in this category during 2019 and 2018.

All Other Fees

Deloitte & Touche and its affiliates provided no services in this category during 2019 and 2018.

Obtaining Services from the Independent Auditor

Annual Review and Pre-Approval of Services

For each fiscal year, each Audit Committee approves a list of services that will be obtained during that year by the applicable company and its controlled subsidiaries and affiliates from the independent auditor (including its affiliates). The approved services generally are consistent with the descriptions below:

The Audit Committees also approve maximum fee amounts for each approved service.

As part of the review process, the Audit Committees assess, among other things, the impact of that service on the independent auditor’s independence.

During 2018, management adopted a policy of retaining D&T, Deloitte Consulting, or their subsidiaries or affiliate (together, “Deloitte”) for non-audit services only if the services (1) do not impair D&T’s independence, in fact or appearance, and are permitted by any rules regarding auditor independence, and (2) when aggregated, total amounts paid per year by the companies to Deloitte for “tax service” and “other services” (non-audit services) will be no more than 20 percent of the expected amounts that the companies will pay to Deloitte for “audit services” and “audit-related services.” Management continued to apply this policy in 2019.

Mid-Year Monitoring and Approval of Additional Services

During the year, management periodically updates each Audit Committee as to the extent to which the approved services have already been provided. The Audit Committees also must approve (1) any proposed new services that were not approved during the annual review, and (2) any increase in authorized fee amounts for previously approved services.

Delegation of Pre-Approval Authority

Each Audit Committee has delegated to its Committee Chair, or to any other independent Committee member if the Chair is not available, the authority to pre-approve services provided by the applicable company’s independent auditor. These pre-approvals must be presented to the full Audit Committee at the next regularly scheduled Committee meeting.

Services Provided During 2019 and 2018

During 2019 and 2018, all services provided by Deloitte & Touche to PG&E Corporation, the Utility, and their consolidated affiliates were approved consistent with the applicable pre-approval procedures.

PART IV

1. The following consolidated financial statements, supplemental information and report of independent registered public accounting firm were previously filed as part of the Original Filing:

Consolidated Statements of Income for the Years Ended December 31, 2019, 2018, and 2017 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, 2019, 2018, and 2017 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, 2019 and 2018 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, 2019, 2018, and 2017 for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, 2019, 2018, and 2017 for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, 2019, 2018, and 2017 for Pacific Gas and Electric Company.

Notes to the Consolidated Financial Statements.

Quarterly Consolidated Financial Data (Unaudited).

Management’s Report on Internal Controls.

Reports of Independent Registered Public Accounting Firm (Deloitte & Touche LLP).

2. The following financial statement schedules were previously filed as part of the Original Filing:

Condensed Financial Information of Parent as of December 31, 2019 and 2018 and for the Years Ended December 31, 2019, 2018, and 2017.

Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, 2019, 2018, and 2017.

3. Exhibits required by Item 601 of Regulation S-K

| 4.10 | | [Twelfth Supplemental Indenture, dated as of November 18, 2010, relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1, 2020 and $250,000,000 aggregate principal amount of its 5.40% Senior Notes due January 15, 2040 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, 20

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