PG&E (PCG) 10-K/A risk factor changes: FY2019 vs FY2018

| (Mark One) | | [removed: | | | | | | |]

| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | | | | | | |]

| | For the Fiscal Year Ended December 31, [removed: 2018 | | | | | | |] [added: 2019] |

| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | [removed: | | | | | | |]

| | For the transition period from [removed: _________] [added: ________________] to ___________ | [removed: | | | | | | |]

| Commission File Number | | [removed: |] Exact Name of Registrant as Specified In Its Charter | | [removed: |] State or Other Jurisdiction of Incorporation or Organization | | IRS Employer Identification Number |

| [removed: 1-12609 |] [added: 001-12609] | | PG&E CORPORATION | | [removed: |] California | | 94-3234914 |

| [removed: 1-2348 |] [added: 001-02348] | | PACIFIC GAS AND ELECTRIC COMPANY | | [removed: |] California | | 94-0742640 |

| [removed:  | | | | |  | |] [added: ] | [added: ] |

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

| Title of each class | [added: Trading Symbol(s)] | Name of each exchange on which registered |

| [removed: PG&E Corporation:] Common [removed: Stock,] [added: stock,] no par value | [added: PCG] | [added: The] New York Stock Exchange |

| [removed: Pacific Gas and Electric Company:] First [removed: Preferred Stock,] [added: preferred stock,] cumulative, par value $25 per [removed: share:] [added: share, 5% redeemable] | [added: PCG-PD] | NYSE American [added: LLC] |

[removed: Securities registered] [added: Securities registered] pursuant to Section 12(g) of the Act: [removed: None][added: None]

| PG&E Corporation | Yes ☐ No [removed: ☑] [added: ☒] |

| Pacific Gas and Electric Company | Yes ☐ No [removed: ☑] [added: ☒] |

| PG&E Corporation | Yes [removed: ☑ No] ☐ [added: No ☒] |

| Pacific Gas and Electric Company | Yes [removed: ☑ No] ☐ [added: No ☒] |

| PG&E Corporation | [removed: ☑] [added: ☐] |

| Pacific Gas and Electric Company | [removed: ☑] [added: ☐] |

| | PG&E Corporation | [removed: |] Pacific Gas and Electric Company | |

| | Large accelerated filer [removed: ☑ |] [added: ☒] | Large accelerated filer ☐ | |

| | Accelerated filer ☐ | [removed: |] Accelerated filer ☐ | |

| | Non-accelerated filer ☐ | [removed: |] Non-accelerated filer [removed: ☑] [added: ☒] | |

| | Smaller reporting company ☐ | [removed: |] Smaller reporting company ☐ | |

[removed: Aggregate] [added: Aggregate] market value of voting and non-voting common equity held by non-affiliates of the [removed: registrants as] [added: registrants as] of [removed: June 30, 2018,] [added: December 31, 2019,] the last business day of the most recently completed [removed: second] [added: fourth] fiscal [removed: quarter:][added: quarter:]

| PG&E Corporation common stock | [removed: $22,620] [added: $6,607] million | |

| Common Stock outstanding as of [removed: April 15, 2019:] [added: March 10, 2020:] | | |

| PG&E Corporation: | | [removed: 529,210,278] [added: 529,785,896] shares |

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, [removed: 2018,] [added: 2019,] originally filed with the U.S. Securities and Exchange Commission (the “SEC”) on February [removed: 28, 2019] [added: 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 [removed: will] [added: do] not [added: expect to] file their joint definitive proxy statement within 120 days of the end of their fiscal year ended December 31, [removed: 2018.][added: 2019.]

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 [removed: which] [added: that] occurred at a date subsequent to the filing of the Original Filing other than as expressly indicated in this Amendment No. 1.

[removed: | [Item 10. ](#ITEM10.DIRECTORSEXECUTIVE) | [Directors,] [added: Directors,] Executive Officers and Corporate [removed: Governance](#ITEM10.DIRECTORSEXECUTIVE) | [1](#ITEM10.DIRECTORSEXECUTIVE) |][added: Governance 1]

[removed: | [Item 11.](#ITEM11.EXECUTIVECOMPENSAT) | [Executive Compensation](#ITEM11.EXECUTIVECOMPENSAT) | [8](#ITEM11.EXECUTIVECOMPENSAT) |][added: Item 11.]

[removed: | [Item 12.](#ITEM12.SECURITYOWNERSHIPO) | [Security] [added: Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ITEM12.SECURITYOWNERSHIPO) | [57](#ITEM12.SECURITYOWNERSHIPO) |][added: Matters 54]

[removed: | [Item 13.](#ITEM13.CERTAINRELATIONSHI) | [Certain] [added: Certain] Relationships and Related Transactions, and Director [removed: Independence](#ITEM13.CERTAINRELATIONSHI) | [60](#ITEM13.CERTAINRELATIONSHI) |][added: Independence 57]

[removed: | [Item 14.](#ITEM14.PRINCIPALACCOUNTAN) | [Principal] [added: Principal] Accountant Fees and [removed: Services](#ITEM14.PRINCIPALACCOUNTAN) | [63](#ITEM14.PRINCIPALACCOUNTAN) |][added: Services 61]

[removed: | [Item 15.](#ITEM15.EXHIBITSANDFINANCI) | [Exhibits] [added: Exhibits] and Financial Statement [removed: Schedules](#ITEM15.EXHIBITSANDFINANCI) | [66](#ITEM15.EXHIBITSANDFINANCI) |][added: Schedules 63]

| --- | --- | --- | --- | --- | --- | --- |

| First preferred stock, cumulative, par value $25 per share, 5% series A redeemable | PCG-PE | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 4.80% redeemable | PCG-PG | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 4.50% redeemable | PCG-PH | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 4.36% series A redeemable | PCG-PI | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 6% nonredeemable | PCG-PA | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 5.50% nonredeemable | PCG-PB | NYSE American LLC |

| First preferred stock, cumulative, par value $25 per share, 5% nonredeemable | PCG-PC | NYSE American LLC |

| PG&E Corporation | Yes ☒ No ☐ |

| Pacific Gas and Electric Company | Yes ☒ No ☐ |

| PG&E Corporation | Yes ☒ No ☐ |

| Pacific Gas and Electric Company | Yes ☒ No ☐ |

| --- | --- | --- | --- |

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.

| PG&E Corporation: | | ☐ | Yes | ☒ | No |

| --- | --- | --- | --- | --- | --- |

| Pacific Gas and Electric Company: | | ☐ | Yes | ☒ | No |

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.

Item 10.

Executive Compensation 7

Item 12.

Item 13.

Item 14.

Item 15.

ii

Defined terms used in this Amendment No. 1 but not defined below are defined in the Original Filing.

| --- | --- |

| Utility Board | the Board of Pacific Gas and Electric Company |

iii

10-K/A 1 form10ka.htm AMENDMENT NO. 1

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | |

| Redeemable: 5% Series A, 5%, 4.80%, 4.50%, 4.36% | | |

| Nonredeemable: 6%, 5.50%, 5% | | |

| | |

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K:

| | | | | |

| --- | --- | --- | --- | --- |

Item 15 of Part IV has also been amended to reflect the filing of amended and restated Bylaws of PG&E Corporation and of the Utility, amended as of April 10, 2019 and April 5, 2019, respectively.

| | [Signatures](#SIGNATURES) | [76](#SIGNATURES) |

| BlueMountain | Blue Mountain Credit Alternatives Master Fund L.P., together with certain of its affiliates |

Set forth below are the name and age of each of PG&E Corporation’s and the Utility’s current directors as of [removed: April 30, 2019 and director nominees,] [added: March 10, 2020,] and the positions held by each director [removed: and director nominee] with PG&E Corporation and the Utility, each director’s [removed: and director nominee’s] principal occupation and business experience during the last five years, and the year of the commencement of each director’s [removed: and director nominee’s] term as a director.

Additionally, for each [removed: director and director nominee,] [added: 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 [removed: and director nominee] for election as a director [added: 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 [removed: and director nominee] serves or has served as a director in the previous five years.

| Richard R. Barrera | | [removed: 47] [added: 48] | | April 2019 | | Director |

| Nora Mead Brownell | | [removed: 71] [added: 72] | | April 2019 | | Director |

| [removed: Frederick W. Buckman] [added: Cheryl F. Campbell] | | [removed: 73] [added: 60] | | April 2019 | | Director |

| [removed: Cheryl F. Campbell] [added: Michael J. Leffell] | | [removed: 59] [added: 61] | | April 2019 | | Director |

| Fred J. Fowler | | [removed: 73] [added: 74] | | March 2012 | | Director |

| William D. Johnson | | [removed: 65] [added: 66] | | [removed: N/A] [added: May 2019] | | CEO and President of PG&E Corporation* |

| [removed: Michael J. Leffell] [added: Dominique Mielle] | | [removed: 60] [added: 51] | | April 2019 | | Director |

| [removed: Kenneth Liang] [added: Meridee A. Moore] | | [removed: 57] [added: 62] | | April 2019 | | Director |

| [removed: Dominique Mielle] [added: Kristine M. Schmidt] | | [removed: 50] [added: 56] | | April 2019 | | Director |

| [removed: Meridee A. Moore] [added: Alejandro D. Wolff] | | [removed: 61] [added: 63] | | April 2019 | | Director |

| Eric D. Mullins | | [removed: 56] [added: 57] | | September 2016 | | Director |

[removed: Richard] [added: Richard] R.

[removed: Barrera] [added: Barrera] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

[removed: Jeffrey] [added: Jeffrey] L.

[removed: Bleich] [added: Campbell] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

Mr. Bleich was a partner in the San Francisco, CA office of Dentons US LLP (a multinational law firm) from 2016 to April [removed: 2019.][added: 2019 specializing in cybersecurity, technology, and complex disputes.]

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 [removed: litigators, litigated] [added: lawyers, litigating] a variety of complex civil cases and [removed: handled] landmark state and U.S. Supreme Court pro bono cases.

Mr. Bleich serves on several [added: non-profit] boards, including as Chair of the Fulbright Foreign Scholarship Board (appointed by President [removed: Obama).][added: Obama), and the Jeff Bleich Centre on Digital Technology, Security, and Governance at Flinders University.]

In addition to his legal and public sector experience, Mr. Bleich has [removed: served on] [added: led] the boards of numerous [added: public and] private organizations, including as the Chair of the California State University Board of Trustees, President of the California State Bar, [removed: a member] [added: Chair] of the [removed: Governor’s International Trade and Investment Council, and] [added: ABA’s Amicus Curiae Committee, Director of the White House Commission on Youth Violence,] President of the Bar Association of San [removed: Francisco.][added: Francisco, and a member of the Governor’s International Trade and Investment Council.]

[removed: Nora Mead Brownell] [added: Leffell] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

She served as a member of the boards of National Grid (2012 to April [removed: 2019),] [added: 2019) and] of Spectra Energy Partners (2007 to [removed: 2018), and of Oncor, Inc. (2007 to 2014).][added: 2018).]

Ms. Brownell previously also served on the boards of Tangent (2000 to April 2019) and [removed: Comverge] [added: Converge] Inc. (2007 to [added: 2014), and of Oncor, Inc. (2007 to] 2014).

Ms. Brownell is currently [removed: a director of] [added: serving on the] Morgan Stanley Infrastructure Advisory Board and [added: as a director] of Mead Family Investments (previously Times Publishing Co.) (1996 to present), and she previously served as a [removed: director] [added: member] of [added: the] Direct Energy Advisory Board (2014 to 2017) and of New World Capital [added: Strategic] Advisory [removed: Board (2009] [added: Council (2011] to 2016).

[removed: Buckman] [added: Moore] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

[removed: Cheryl] [added: Cheryl] F.

[removed: Campbell] [added: Schmidt] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

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 [added: 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).

[removed: Fred] [added: Fred] J.

[removed: Fowler] [added: 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 [removed: (master] [added: (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 [added: Ovintiv, Inc. (formerly] Encana [removed: Corporation (natural] [added: Corporation) (a natural] gas producer) since 2010 and of DCP Midstream Partners, LP [removed: (master] [added: (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 [removed: (natural] [added: (a natural] gas gathering and processing, transmission and storage, and distribution company) (2006 to 2008) and served as a director of that company.

[removed: William] [added: William] D.

Mr. Johnson served as President and CEO of the Tennessee Valley Authority (TVA) from [removed: 2012] [added: 2013] to April 2019.

[removed: Michael] [added: Michael] J.

[removed: Leffell] [added: Wolff] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

[removed: Kenneth Liang] [added: Dominique Mielle] has served as a member of the Boards of PG&E Corporation and the Utility since April 2019.

[removed: Dominique Mielle] [added: Smith] has served as a member of the Boards of PG&E Corporation and the Utility since [removed: April] [added: October] 2019.

| William L. Smith | | 62 | | October 2019 | | Director |

| Andrew M. Vesey | | 64 | | August 2019 | | CEO and President of the Utility |

| John M. Woolard | | 54 | | October 2019 | | Director |

| * | Board of Directors of PG&E Corporation and the Utility |

| | Board of Directors of the Utility only |

Mr. Bleich is an attorney and serves as Court-appointed Special Master, and mediator for the United States District Courts.

Ltd (from 2017 to present).

She is currently a consultant, providing safety and leadership consulting in the utility and energy industries.

Ms. Campbell is an NACD Governance Fellow.

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 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).

Before returning capital in 2017, Watershed managed institutional capital, primarily for endowments, foundations and pension funds.

She serves on the Audit and Governance Committees of the BCIC boards.

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).

Prior to Farallon, Ms. Moore worked in Lehman Brothers’ investment bank and was a corporate law attorney at Simpson Thacher and Bartlett.

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.

Ms. Schmidt served as a member of the Western Energy Imbalance Market (WEIM) Governing Body in the western region.

William L.

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.

Mr. Wolff currently also serves since 2017 as a board member of.

Mr. Wolff currently serves as on Albemarle’s Health, Safety & Environment Committee and chairs its Compensation Committee.

John M.

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.

| Kristine M. Schmidt | | 55 | | April 2019 | | Director |

| Alejandro D. Wolff | | 62 | | April 2019 | | Director |

| * | indicates that the applicable nominee is not a director of the Corporation or the Utility as of the date of this Amendment No. 1, but is expected to become a member of the Board of the Utility on May 2, 2019. Mr. Johnson is expected to become CEO and President of PG&E Corporation on May 2, 2019. |

Mr. Bleich is an attorney.

Ltd (from 2017 to present) and the advisory board of Amber Kinetics, Inc. (from 2017 to present).

Frederick W.

He is the retired President and Chief Executive Officer of Powerlink Transmission Company (transmission investment for private equity).

Mr. Buckman was President and CEO of Shaw Group’s Power Group (engineering firm) (2009-2010), a managing partner for utilities at Brookfield Asset Management (alternative asset management company focusing on real estate, renewable power, infrastructure and private equity) (2007-2009), President and CEO of Trans-Elect (electric and gas transmission system development) (1999-2006), and has held various leadership positions in the utility and energy industry, including President and CEO of Pacificorp (electric energy company) (1994-1998) and CMS Energy (natural gas and electric energy company)(1986-1994).

He also served on the Board of Directors of SmartWires, Inc. from 2011-2019 (transmission technology company).

Mr. Buckman currently serves as a board member of StanCorp Financial Group Incorporated (insurance and financial services company) and Solomon Corporation (sales and service of transformers and related equipment).

Mr. Buckman brings over 30 years of experience in the utility, energy, and asset management sectors.

In addition to serving as the CEO of two U.S. utilities, Mr. Buckman has extensive experience in utility operation and management, safety assessment, engineering and construction management, project development and nuclear plant design.

She is currently a consultant and the Executive Director of Gold Shovel Standard Association (non-profit organization working to reduce damage to underground infrastructure).

Johnson is the incoming CEO and President of PG&E Corporation.

He is a former senior Managing Director and Head of Restructurings, Oaktree Capital Management (a global alternative investment management firm with expertise in credit strategies).

From Oaktree’s formation in 1995 until June 2001, Mr. Liang was Oaktree’s General Counsel.

Before that, he served as a Senior Vice President at TCW Group.

Mr. Liang served as a member of the boards of Tribune Media (media/entertainment/real estate company) (2013-2015) and of STORE Capital Corporation (a real estate investment trust) (2012 to 2016).

Mr. Liang served as chairman of the board of Excel Maritime (dry bulk shipping company) (2014 to 2018).

He also served on the boards of Chassix (automotive parts company) (2016 to 2018) and of Pulse Electronics (mobile electronics company) (2015 to 2018).

Mr. Liang has also served on the board of Flintridge Preparatory School (2012 to 2018).

Mr. Liang has extensive U.S. and international experience as a significant stakeholder in prominent and complex restructurings of many troubled businesses inside and outside of Chapter 11 and in court-supervised reorganizations, including Enron, Energy Future Holdings, Tribune and Caesars Entertainment.

Mr. Liang holds a J.D. from Georgetown University and a B.S. from the University of Southern California, has been a long-time California resident and has close family relatives who live in PG&E Corporation’s service area.

She is the Founder, CEO and Chief Investment Officer of Watershed Asset Management, a San Francisco-based alternative asset manager.

Watershed managed capital for institutional investors for 15 years.

Ms. Moore has invested and participated in numerous restructurings in and out of Chapter 11, including PG&E Corporation’s restructuring in 2001.

Ms. Schmidt was the Chair of the inaugural Western Energy Imbalance Market (WEIM) Governing Body, which promotes the integration of surplus renewables energy into the grid, and was a member of the board with governance responsibility over the wholesale energy imbalance market in the western region, including California.

Mr. Wolff currently serves as a board member of JetSMART Holdings Limited (private airline operating in South America) (2017 to present).

Mr. Wolff currently serves as a director of Albemarle, a global specialty chemicals company.

Mr. Wolff also serves as the Lead Independent Director and Chair of the Corporate Governance and Nominating Committee of Versum Materials, an electronic materials company with operations in California, and as a director of JetSMART Holdings, an airline in South America.

Certain Agreements with BlueMountain

In connection with BlueMountain’s proposal to nominate director candidates that has since been withdrawn, Mr. Buckman entered into a nomination agreement (the “Nomination Agreement”) with BlueMountain, pursuant to which Mr. Buckman agreed, among other things, to be nominated by BlueMountain for election to the Corporation Board at the 2019 annual meeting, and, if elected, to serve as a director of the Corporation.

Pursuant to the Nomination Agreement, BlueMountain agreed to pay to Mr. Buckman $100,000 in connection with the nomination.

The Nomination Agreement includes customary reimbursement and indemnification provisions in favor of Mr. Buckman.

On April 22, 2019, Richard C.

Kelly resigned from the Boards of the Corporation and the Utility.

Also, PG&E Corporation entered into a Settlement Agreement (the “Settlement Agreement”) with BlueMountain.

In connection with the execution and delivery of the Settlement Agreement, and effective upon such resignation, Frederick W.

Buckman was appointed to fill the resulting vacancies on the Boards.

Pursuant to the terms of the Settlement Agreement with BlueMountain, the Corporation has agreed to propose to amend its Restated Articles of Incorporation to increase the size of the Corporation Board to 15 directors and to recommend that the Corporation’s shareholders vote in favor of such proposal at the 2019 annual meeting of the shareholders of the Corporation.

As part of this review, the [added: 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:

[removed: See “2019 Non-employee] [added: Non-Employee] Director [added: Total 2019] Compensation [removed: Program” below.][added: Summary]

[removed: The] [added: In determining the amounts and forms of compensation for 2019, the] Compensation Committee [removed: used] [added: considered] Pay [removed: Governance’s] [added: Governance LLC’s (“Pay Governance”)] benchmark analyses of director compensation at [removed: utility] [added: the compensation peer group used for the NEOs] and [removed: Fortune 500] [added: S&P 250] companies and Willis Towers [removed: Watson] [added: Watson’s] analysis of director compensation at companies undergoing Chapter 11 restructuring.

[removed: 2018] [added: 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 [removed: 2018.][added: 2019.]

| [removed: B. Minicucci(6)] [added: Benito Minicucci(7)] | | [removed: 60,000] [added: 32,968] | | [removed: 0] | | | | [removed: 40] [added: 32] | | [removed: 60,040] [added: 33,000] |

| (4) | Represents (i) premiums paid for accidental death and dismemberment insurance, and (ii) matching gifts, paid or payable for [removed: 2018,] [added: 2019,] to qualified organizations pursuant to the Matching Gifts Program, which establishes a set fund for matching eligible gifts made by employees and directors on a dollar-for-dollar basis, up to a total of $1,000 per calendar year per individual, as follows: [removed: Mr. Parra $1,000] [added: Ms. Brownell $1,000, Ms. Moore $1,000,] and Ms. [removed: Smith] [added: Mielle] $1,000. |

| [added: Annual Retainer] | Per Quarter | Annual |

| As determined by the applicable Board (none paid during [removed: 2018)] [added: 2019)] | | |

| [removed: Special] [added: Special] Committee Per-Meeting [removed: Fees(1)] [added: Fees(1)] | | |

Retainers and fees [removed: are] [added: were] paid as [removed: descried] [added: described] in the above summary table.

[removed: These RSUs vest] [added: Such awards are granted following a non-employee director’s election to the Board of Directors of PG&E Corporation] at the [added: annual shareholder meeting, are vested at the] earlier of the end of the [added: recipient] director’s annual elected term or one year after the date of [removed: grant] [added: grants,] and are [removed: then] settled [removed: as] [added: in] shares of PG&E Corporation common stock.

Under the PG&E Corporation 2005 Deferred Compensation Plan for Non-Employee Directors, directors of PG&E Corporation and the Utility may elect to defer all of their retainers, all of their meeting [removed: fees,] [added: fees (if any),] or both.

Directors who participate in the Deferred Compensation Plan may elect either to (1) convert their deferred compensation into common stock equivalents, the value of which is tied to the market value of PG&E Corporation common stock, or (2) have their deferred compensation deemed to be invested in the [added: AA] Utility Bond Fund (which is described in the narrative following the “Non-Qualified Deferred [removed: Compensation—2018” table under this Item 11).][added: Compensation—2019”).]

2019 [removed: Non-employee Director] [added: Officer] Compensation Program

In [removed: connection with the companies’ financial situation, in late 2018] [added: addition, for 2019,] the companies [removed: retained] [added: consulted with] Willis Towers Watson (“WTW”) [removed: as an independent consultant] for the discrete, targeted purpose of [removed: advising] [added: obtaining guidance to advise] the [removed: Compensation] Committee, the Boards of Directors, and management with respect to incentive plans, retention plans, and non-employee director compensation for companies undergoing financial restructurings.

[removed: On January 29, 2019,] [added: It began with] PG&E Corporation and the [removed: Utility each filed] [added: Utility’s (together, “PG&E”) January 29, 2019 filing of] a voluntary petition for relief under Chapter 11 [added: to address, among other things, liabilities associated with devastating wildfires] in [removed: the Bankruptcy Court.][added: recent years.]

Based on its [removed: review and] [added: review,] discussion with [removed: management,] [added: management and advice from Pay Governance, independent advisor to] the [added: Committee, the] Compensation Committee has recommended to the Boards of PG&E Corporation and the Utility that the “Compensation Discussion and Analysis” section be included in this Part III.

[removed: (1)] The [removed: four] [added: three] names listed above reflect the composition of the Compensation Committee as of [removed: February 19, 2019,] [added: March 24, 2020,] the date of this Compensation Committee report.

This CD&A describes the companies’ compensation philosophy, executive compensation program, [removed: and] how the NEOs were compensated in [removed: 2018.][added: 2019 and how that compensation may change in 2020.]

| | 4. | [removed: 2018] [added: 2019] NEO Compensation Structure |

| [removed: | 5.] [added: 4.] | 2019 NEO Compensation Structure |

Detailed information regarding [removed: 2018] [added: 2019] NEO compensation can be found in the Executive Officer Compensation Information section following this CD&A.

[removed: Performance] [added: As a result of this underperformance, performance-based compensation] awards [added: that were] tied to [removed: 2016-2018 TSR] [added: 2017-2019 relative total shareholder return (“TSR”)] resulted in no [removed: payout,] [added: payout;] outstanding stock options [removed: are] [added: remain] currently entirely underwater, and unvested [added: 2018] restricted stock unit [added: (“RSU”)] grants are worth [removed: 38] [added: approximately 26] percent of [added: grant date market] value as of [removed: April 1,] [added: December 31,] 2019.

The [removed: Committee has been working with its advisors, including WTW, to review the 2019] [added: 2020] executive compensation [removed: program in an effort to] [added: programs] balance [removed: the] [added: key safety, customer welfare and] financial [removed: situation] [added: issues] facing the companies with the need to continue to recruit and retain qualified executives to guide the companies through a period of [removed: uncertainty, including] [added: uncertainty (including] the unpredictability of the stock [removed: price and the resulting effect on the incentive and retentive value of equity-based awards.][added: price).]

We remain committed to providing [removed: safe and reliable gas] [added: safe, reliable, affordable] and [added: clean] electric [removed: services to our customers.][added: and gas services.]

The safety of our [removed: employees,] [added: communities,] our customers, and our [removed: communities] [added: employees] are of utmost importance to [removed: us and we are taking active steps to reduce wildfire risk and assist in rebuilding efforts.][added: us.]

[removed: As a result of the Board’s previously announced Board refreshment process, in] [added: In] April [removed: 2019 eleven new directors joined two continuing directors on] [added: 2019,] the [removed: Board] [added: Boards] of [added: both] PG&E Corporation and the [removed: Utility,] [added: Utility were substantially refreshed,] with [added: 11 new directors joining two continuing directors, and] eight [removed: of ten then-incumbent] [added: incumbent] directors stepping down.

[removed: 2018 SHORT-TERM INCENTIVE PLAN RESULTS][added: | Short-Term Incentive Plan Award(4) | 0 | 0 | 0 | 0 | 0 |]

The STIP is the annual cash incentive plan for [removed: executives.][added: certain employees of PG&E Corporation and the Utility.]

Performance is measured against targets previously approved by the [added: prior] Compensation Committee.

[added: | ● |] Overall safety performance, [added: as] measured with respect to certain pre-set compliance, employee, and operational safety [removed: goals] [added: activities,] exceeded target. [added: |]

[removed: After reviewing] [added: For 2018 STIP awards, which would otherwise have been payable in 2019, management recommended that the prior Compensation Committee exercise its discretion and reduce the] overall [removed: company] performance [added: score to zero, based on a review of overall performance] in light of the devastating 2018 Camp fire, the hardships incurred by [added: various] communities and others, and the companies’ financial circumstances including the need to seek relief under Chapter [removed: 11, management recommended that the Committee exercise its discretion and reduce the company performance score to zero.][added: 11.]

The [added: prior Compensation] Committee and Boards accepted the recommendation and [removed: no] [added: no] 2018 STIP awards were [removed: paid.][added: paid.]

Long-Term Performance and Pay [added: – 2017 Performance Results]

Our equity-based incentive [removed: plan] [added: plan, the Long-Term Incentive Plan (“LTIP”),] is designed to link executive performance to long-term shareholder [removed: returns.][added: returns, safety and financial performance.]

Awards [removed: consist] [added: historically consisted] of (1) performance shares which cliff-vest following a three-year performance period, (2) RSUs with time-based vesting, and (3) stock options with time-based [removed: vesting.][added: vesting (granted in 2018 only).]

[removed: 2016] [added: 2017] Performance Share Result – [removed: TSR][added: Total Shareholder Return (“TSR”)]

Fifty percent of [removed: long-term incentive plan] [added: LTIP] awards granted in [removed: 2016] [added: 2017] were allocated to performance shares with the payout determined by comparing PG&E Corporation’s TSR to that of the companies in its [removed: 2016] [added: 2017] Performance Comparator [removed: Group.][added: Group (“relative TSR”).]

PG&E Corporation’s TSR ranked below all companies in the [removed: 2016] [added: 2017] Performance Comparator Group for the three-year period from [removed: 2016] [added: 2017] to [removed: 2018,] [added: 2019,] resulting in no payout in [removed: 2019] [added: 2020] with respect to these performance shares.

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.

| Richard R. Barrera | | 98,243 | | | | | | 64 | | 98,307 |

| Jeffrey L. Bleich | | 108,792 | | | | | | 64 | | 108,856 |

| Nora Mead Brownell | | 159,891 | | | | | | 1,064 | | 160,955 |

| Frederick W. Buckman(5) | | 67,099 | | | | | | 56 | | 67,155 |

| Cheryl F. Campbell | | 98,243 | | | | | | 64 | | 98,307 |

| Fred J. Fowler | | 120,000 | | | | | | 96 | | 120,096 |

| Michael J. Leffell | | 98,243 | | | | | | 64 | | 98,307 |

| Kenneth Liang(6) | | 49,864 | | | | | | 40 | | 49,904 |

| Dominique Mielle | | 123,627 | | | | | | 1,064 | | 124,691 |

| Meridee A. Moore | | 101,869 | | | | | | 1,064 | | 102,933 |

| Eric D. Mullins | | 120,000 | | | | | | 96 | | 120,096 |

| Kristine M. Schmidt | | 98,243 | | | | | | 64 | | 98,307 |

| William L. Smith | | 26,740 | | | | | | 16 | | 26,756 |

| Alejandro D. Wolff | | 87,363 | | | | | | 64 | | 87,427 |

| John M. Woolard | | 26,740 | | | | | | 16 | | 26,756 |

| Lewis Chew(7) | | 46,705 | | | | | | 32 | | 46,737 |

| Richard C. Kelly(8) | | 69,164 | | | | | | 32 | | 69,196 |

| Roger H. Kimmel(9) | | 5,250 | | | | | | 8 | | 5,258 |

| Richard A. Meserve(7) | | 37,089 | | | | | | 32 | | 37,121 |

| Forrest E. Miller(7) | | 46,705 | | | | | | 32 | | 46,737 |

| Rosendo G. Parra(7) | | 32,968 | | | | | | 32 | | 33,000 |

| Barbara L. Rambo(7) | | 37,089 | | | | | | 32 | | 37,121 |

| Anne Shen Smith(7) | | 35,256 | | | | | | 32 | | 35,288 |

| (1) | Represents receipt of retainers described below following this table. During 2019, the Boards of PG&E Corporation and the Utility were substantially refreshed. All directors named in the table only served for a portion of 2019, with the exceptions of Mr. Fowler and Mr. Mullins. The following former directors resigned in April 2019: Mr. Chew, Mr. Kelly, Dr. Meserve, Mr. Miller, Mr. Minicucci, Mr. Parra, Ms. Rambo, and Ms. Smith. Also in April 2019, the following directors were elected: Mr. Barrera, Mr. Bleich, Ms. Brownell, Mr. Buckman, Ms. Campbell, Mr. Leffell, Mr. Liang, Ms. Mielle, Ms. Moore, Ms. Schmidt, and Mr. Wolff. Subsequently, Mr. Liang and Mr. Buckman resigned in September 2019 and November 2019, respectively, and Mr. Smith and Mr. Woolard were elected in October 2019. |

| (2) | No RSUs were granted in 2019. In lieu of the standard annual award of RSUs provided by the LTIP, non-employee directors were granted replacement stock awards, currently denominated in cash but which will settle in shares of post-emergence PG&E Corporation common stock. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2019 was: Mr. Chew 1,416, Mr. Kimmel 2,302, Dr. Meserve 6,005, Mr. Parra 1,416, and Ms. Rambo 8,712. For more information on stock-based awards, please see description of “Non-Employee Director Stock-Based Compensation.” |

| (3) | No stock options were granted in 2019. No option awards were outstanding at December 31, 2019. |

| (5) | Mr. Buckman resigned on November 12, 2019. |

| (6) | Mr. Liang resigned on September 7, 2019. |

| (7) | Mr. Chew, Dr. Meserve, Mr. Miller, Mr. Minicucci, Mr. Parra, Ms. Rambo and Ms. Smith resigned on April 9, 2019. |

| (9) | Mr. Kimmel resigned on January 14, 2019. |

| As determined by the applicable Board (none paid during 2019) | | |

Such annual awards historically have been comprised of RSUs with a total aggregate value of $140,000, except that the value of the RSUs historically awarded to the PG&E Corporation Chair of the Board is $220,000.

After the filing of the Chapter 11 Cases, LTIP awards to non-employee directors were suspended.

Following consultation with the Compensation Committee’s consultants, the Compensation Committee recommended, and the PG&E Corporation Board approved, equity-based awards for 2019 to replace the standard annual RSU award provided by the LTIP.

The Bankruptcy Court approved the granting of such awards on October 19, 2019 and the awards were granted effective November 13, 2019, consistent with the Equity Grant Date Policy (as defined below).

These replacement stock awards have the same total aggregate value as the standard annual non-employee director RSUs provided for under the LTIP, with the exception of grants awarded to Messrs.

Compensation paid to non-employee directors for 2018 for service on the Boards and their committees is based upon periodic compensation reviews conducted in consultation with the Committee’s executive compensation consultant, Pay Governance LLC.

The Compensation Committee’s most recent reviews of non-employee director compensation were conducted in December 2017, December 2018, and February 2019.

| L. Chew | | 170,000 | | 139,965 | | | | 96 | | 310,061 |

| F. Fowler | | 120,000 | | 139,965 | | | | 96 | | 260,061 |

| J. C. Johnson(5) | | 47,143 | | 0 | | | | 96 | | 47,239 |

| R. C. Kelly | | 235,000 | | 259,972 | | | | 96 | | 495,068 |

| R. H. Kimmel | | 135,000 | | 139,965 | | | | 96 | | 275,061 |

| R. A. Meserve | | 135,000 | | 139,965 | | | | 96 | | 275,061 |

| F. E. Miller | | 170,000 | | 139,965 | | | | 96 | | 310,061 |

| E. D. Mullins | | 120,000 | | 139,965 | | | | 96 | | 260,061 |

| R. G. Parra | | 120,000 | | 139,965 | | | | 1,096 | | 261,061 |

| B. L. Rambo | | 135,000 | | 139,965 | | | | 96 | | 275,061 |

| A. S. Smith | | 120,000 | | 139,965 | | | | 1,096 | | 261,061 |

| (1) | Represents receipt of retainers described below following this table. |

| --- | --- |

| | |

| (2) | Represents the grant date fair value of RSUs granted in 2018 measured in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation—Stock Compensation” (“FASB ASC Topic 718”). Grant date fair value is measured using the closing price of PG&E Corporation common stock on the date of grant. In 2018, each non-employee director who was elected at the 2018 annual meetings of shareholders and was in office as of May 22, 2018—except the Chair of the PG&E Corporation Board—received 3,208 RSUs with a grant date value of $139,965. The Chair of the PG&E Corporation Board received 5,042 RSUs with a grant date value of $219,982. The aggregate number of stock awards outstanding for each non-employee director at December 31, 2018 was: Mr. Chew 3,208, Mr. Fowler 3,208, Secretary Johnson 0, Mr. Kelly 6,046, Mr. Kimmel 3,208, Dr. Meserve 3,208, Mr. Miller 3,208, Mr. Minicucci 0, Mr. Mullins 3,208, Mr. Parra 3,208, Ms. Rambo 3,208, and Ms. Smith 3,208. |

| (3) | No stock options were granted in 2018. The aggregate number of option awards outstanding for each non-employee director at December 31, 2018 was: Mr. Chew 0, Mr. Fowler 0, Ms. Herringer 0, Secretary Johnson 0, Mr. Kelly 0, Mr. Kimmel 0, Dr. Meserve 0, Mr. Miller 4,090, Mr. Minicucci 0, Mr. Mullins 0, Mr. Parra 0, Ms. Rambo 0, and Ms. Smith 0. |

| (5) | Secretary Johnson retired from the Corporation Board effective May 21, 2018. |

| (6) | Mr. Minicucci joined the PG&E Corporation and Utility Boards effective July 1, 2018. |

Non-Employee Director Total 2018 Compensation Summary

| Annual Retainer | | |

Effective January 1, 2018, (1) a quarterly retainer of $7,500 was approved for the non-executive Chair of the Board of the Utility and (2) the quarterly retainer for the Chair of the Compensation Committee increased to $5,000 (from $3,750), and the quarterly retainers for the Chairs of the Finance Committee and the Compliance and Public Policy Committee increased to $3,750 (from $2,500).

Awards for 2018 were granted on May 22, 2018.

Each non-employee director’s award—other than that for the Chair of PG&E Corporation—had a total aggregate value of $140,000 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of RSUs that were granted to each non-employee director after his or her election to the Board.

The award for the Chair of PG&E Corporation had a total aggregate value of $220,000 (rounded down to reflect awards equivalent to whole units with values equivalent to whole shares of PG&E Corporation common stock) and consisted of RSUs that were granted after his election to the Board.

RSUs also will vest and be settled upon the director’s death or disability, or if there is both a Change in Control (as defined in the 2012 PG&E Corporation Officer Severance Policy) and the director is terminated.

Otherwise, RSUs are forfeited if the director ceases to be a member of the Board prior to vesting.

Non-employee directors also may elect to defer settlement of vested RSUs.

Effective January 1, 2018, the total aggregate value of the annual award of stock-based compensation granted to the non-executive Chair of the Board of PG&E Corporation was increased to $220,000 (from $140,000).

In addition, in December 2017, a $40,000 supplemental RSU award was approved for the non-executive Chair of the Board of PG&E Corporation.

Under the PG&E Corporation Equity Grant Date Policy, the supplemental RSU award was granted on February 12, 2018.

The award vested on February 12, 2019.

Post-petition, the companies can continue to pay regular cash directors’ fees under the non-employee director compensation program in the ordinary course of business but may be limited in the ability to issue additional equity compensation to non-employee directors.

II.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During fiscal year 2018, the members of the Compensation Committee were Forrest E.

Miller (Chair), Richard C.

Kelly, Rosendo G.

Parra and Barbara L.

The following table presents certain information regarding shareholders that PG&E Corporation and the Utility [removed: know] [added: 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 [removed: April 24, 2019] [added: March 25, 2020] (except as noted below).

| Class of Stock | Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | [removed: | |] Percent of Class | [removed: |]

| Pacific Gas and Electric Company stock(1) | PG&E Corporation(2) 77 Beale Street P.O. Box 770000 San Francisco, CA 94177 | 264,374,809 | [removed: | |] 96.24% | [removed: |]

| Pacific Gas and Electric Company [removed: first preferred stock(2)] [added: First Preferred Stock, Cumulative, par value $25 per share] | Stonehill Capital [removed: Management LLC, et al.] [added: Partners LLC] 885 Third [removed: Avenue,] [added: Avenue] 30th [removed: Fl] [added: Floor] New York, [removed: NY,] [added: NY] 10022 | [removed: 672,126 | (3) | | 6.5%] [added: 901,506(6)] | [added: 8.7%] |

| PG&E Corporation common stock | The Vanguard Group [removed: Inc.(4)] [added: Inc.(3)] 100 Vanguard Blvd. Malvern, PA 19355 | [removed: 47,523,913 | (4) | | 9.2%] [added: 38,883,390(3)] | [added: 7.26%] |

| (2) | As of [removed: April 24, 2019,] [added: March 25, 2020,] the Corporation held 100% of the issued and outstanding shares of Utility common stock, and no Utility preferred shares. |

| [removed: (4)] [added: (3)] | The information relates to beneficial ownership as of December 31, [removed: 2018,] [added: 2019,] as reported in an amended Schedule 13G filed with the SEC on February [removed: 11, 2019] [added: 12, 2020] by The Vanguard Group, Inc. (“Vanguard”). For these purposes, Vanguard has sole voting power with respect to [removed: 695,977] [added: 243,460] shares of PG&E Corporation common stock, shared voting power with respect to [removed: 251,229] [added: 126,711] shares, sole dispositive power with respect to [removed: 46,685,227] [added: 38,227,556] shares, and shared dispositive power with respect to [removed: 838,686] [added: 236,246] shares of PG&E Corporation common stock held by Vanguard. |

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 [removed: April 15, 2019] [added: March 10, 2020] by the directors, the [removed: nominees for director, the] NEOs, and all directors and executive officers of PG&E Corporation and the Utility as a group.

As of [removed: April 15, 2019,] [added: March 10, 2020,] no listed individual owned shares of any class of Utility securities.

| Name | Beneficial Stock [removed: Ownership(1)(2)] [added: Ownership(1)] | | Percent of [removed: Class(3)] [added: Class(2)] | Common Stock [removed: Equivalents(4)] [added: Equivalents(3)] | | Total | |

| Richard R. [removed: Barrera(5)] [added: Barrera(4)] | 0 | | * | [removed: 0] [added: 8,069] | | [removed: 0] [added: 8,069] | |

| Jeffrey L. [removed: Bleich(5)] [added: Bleich(4)] | 0 | | * | 0 | | 0 | |

| Nora Mead [removed: Brownell(5)] [added: Brownell(4)] | 0 | | * | 0 | | 0 | |

| Cheryl F. [removed: Campbell(5)] [added: Campbell(4)] | 0 | | * | 0 | | 0 | |

| Fred J. [removed: Fowler(5)] [added: Fowler(4)] | [removed: 14,043] [added: 17,251] | | * | 0 | | [removed: 14,043] [added: 17,251] | |

| William D. [removed: Johnson(5)] [added: Johnson(4)] | [removed: 0] [added: 1,033,545] | | * | 0 | | [removed: 0] [added: 1,033,545] | |

| Michael J. [removed: Leffell(5)(8)] [added: Leffell(4)(7)] | 80,360 | | * | [removed: 0] [added: 8,069] | | [removed: 80,360] [added: 88,429] | |

| Dominique [removed: Mielle(5)] [added: Mielle(4)] | 0 | | * | 0 | | 0 | |

| Meridee A. [removed: Moore(5)(9)] [added: Moore(4)(8)] | 140,000 | | * | 0 | | 140,000 | |

| Kristine M. [removed: Schmidt(5)] [added: Schmidt(4)] | 0 | | * | 0 | | 0 | |

| Alejandro D. [removed: Wolff(5)] [added: Wolff(4)] | 0 | | * | 0 | | 0 | |

| Jesus Soto [removed: Jr.(6)] [added: Jr.(5)(6)] | [removed: 36,219] [added: 45,526] | | * | 0 | | [removed: 36,219] [added: 46,526] | |

| Steven E. [removed: Malnight(6)(7)] [added: Malnight(5)(6)] | [removed: 23,367] [added: 15,059] | | * | 0 | | [removed: 23,367] [added: 15,059] | |

| Patrick M. [removed: Hogan(6)(7)] [added: Hogan(5)(6)] | [removed: 26,247] [added: 35,524] | | * | 0 | | [removed: 26,247] [added: 35,524] | |

| Jason P. [removed: Wells(6)] [added: Wells(5)] | [removed: 56,882] [added: 85,091] | | * | 0 | | [removed: 56,882] [added: 85,091] | |

| David S. [removed: Thomason(6)] [added: Thomason(5)] | [removed: 8,549] [added: 12,357] | | * | 0 | | [removed: 8,549] [added: 12,357] | |

| All PG&E Corporation directors and executive officers as a group [removed: (24] [added: (18] persons) | [removed: 743,352] [added: 1,491,434] | | * | [removed: 13,313] [added: 31,597] | | [removed: 756,665] [added: 1,523,031] | |

| All Utility directors and executive officers as a group [removed: (28] [added: (18] persons) | [removed: 809,208] [added: 320,886] | | * | [removed: 13,313] [added: 31,276] | | [removed: 822,521] [added: 352,162] | |

| * | Less than 1 percent | [removed: |]

| (1) | This column includes any shares held in the name of the spouse, minor children, or other relatives sharing the home of the listed individuals and, in the case of current and former executive officers, includes shares of PG&E Corporation common stock held in the defined contribution retirement plan maintained by PG&E Corporation. Except as otherwise indicated below, the listed individuals have sole voting and investment power over the shares shown in this column. Voting power includes the power to direct the voting of the shares held, and investment power includes the power to direct the disposition of the shares held. | [removed: |]

| | This column also includes the following shares of PG&E Corporation common stock in which the listed individuals share voting and investment power: [removed: Ms. Williams 88,354 shares,] Mr. Wells 38,326 [removed: shares, Mr. Simon 38,404 shares, Mr. Stavropoulos 48,679] [added: shares and Ms. Williams 115,996] shares, all PG&E Corporation directors and executive officers as a group [removed: 213,763] [added: 38,326] shares, and all Utility directors and executive officers as a group [removed: 213,763] [added: 0] shares. No reported shares are pledged. | [removed: |]

| [removed: (3)] [added: (2)] | The percent of class calculation is based on the number of shares of PG&E Corporation common stock outstanding as of [removed: April 15, 2019,] [added: March 10, 2020,] which was [removed: 529,210,278] [added: 529,785,896] shares outstanding. | [removed: |]

| [removed: (4)] [added: (3)] | This column reflects the number of stock units that were purchased by listed individuals through salary and other compensation deferrals or that were awarded under equity compensation plans. The value of each stock unit is equal to the value of a share of PG&E Corporation common stock and fluctuates daily based on the market price of PG&E Corporation common stock. The listed individuals who own these stock units share the same market risk as PG&E Corporation shareholders, although they do not have voting rights with respect to these stock units. | [removed: |]

| [removed: (5)] [added: (4)] | [removed: Mr.] [added: Messrs.] Barrera, [removed: Mr.] Bleich, [removed: Ms. Brownell, Mr. Buckman, Ms. Campbell, Mr.] Fowler, [removed: Mr.] [added: Johnson,] Leffell, [removed: Mr. Liang, Ms.] [added: Mullins, Smith, Wolff, and Woolard and Mses. Brownell, Campbell,] Mielle, [removed: Ms.] Moore, [removed: Mr. Mullins, Ms. Schmidt] and [removed: Mr. Wolff] [added: Schmidt] are directors [removed: and director nominees] of both PG&E Corporation and the Utility. Mr. [removed: Johnson] [added: Vesey] is a director [removed: nominee] of [removed: both PG&E Corporation and] the Utility. | [removed: |]

| [removed: (6)] [added: (5)] | [removed: Ms. Williams, Mr. Soto, Mr. Malnight, Mr.] [added: Messrs. Johnson, Vesey,] Wells, [removed: Mr.] Simon, [added: Welsch,] and [removed: Mr. Stavropoulos] [added: Soto and Mses. Loduca and Williams] are included in the Summary Compensation Table as NEOs of both PG&E Corporation and the Utility. [removed: Mr. Hogan] [added: Messrs. Thomason, Lewis, Malnight, Christopher,] and [removed: Mr. Thomason] [added: Hogan] are included in the Summary Compensation Table as NEOs of the Utility only. |

| [removed: (7)] [added: (6)] | Ms. [removed: Williams, Mr. Malnight, Mr.] [added: Williams and Messrs. Soto, Christopher,] Hogan, and [removed: Mr. Stavropoulos] [added: Malnight] were NEOs during [removed: 2018] [added: 2019] but are no longer with PG&E Corporation or the Utility. |

| [removed: (8)] [added: (7)] | Mr. Leffell beneficially owns (i) [removed: 1,375] [added: 1375] shares of PG&E Corporation common stock directly in his name or in his self-directed individual retirement account, (ii) 73,880 shares of PG&E Corporation common stock through his interest in Portage Capital, LLC, a family investment partnership, (iii) [removed: 4,150] [added: 4150] shares of PG&E Corporation common stock held by an entity owned by members of Mr. Leffell’s immediate family and (iv) [removed: 955] [added: 995] shares of PG&E Corporation common stock held in accounts owned by members of Mr. Leffell’s immediate family. Mr. Leffell has sole voting and investment power over all such shares. |

| [removed: (9)] [added: (8)] | Ms. Moore beneficially owns 140,000 shares of PG&E Corporation common stock through her interest in Watershed Asset Management, LLC, an asset management firm. Ms. Moore has sole voting and investment power over all such shares. |

The following table provides information as of December 31, [removed: 2018] [added: 2019] concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

| Plan Category | | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | [removed: |] Weighted Average Exercise Price of Outstanding Options, Warrants and Rights | | | | [removed: |] Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | [removed: |]

| --- | --- | --- | --- |

| PG&E Corporation common stock | Knighthead Capital Management, LLC(4) 1140 Avenue of the Americas, 12th Floor New York, NY 10036 | 14,883,521(4) | 2.81% |

| PG&E Corporation common stock | Abrams Capital Management, L.P.(4) 222 Berkeley Street, 21st Floor Boston, MA 02116 | 25,000,000(4) | 4.7% |

| PG&E Corporation common stock | Gallagher Fiduciary Advisors, LLC(5) 250 Park Avenue, 5th Floor New York, NY 10177 | 29,590,523(5) | 5.6% |

| (4) | The information relates to beneficial ownership as of December 31, 2019, as reported in amended Schedule 13Ds filed with the SEC on January 23, 2020 by Knighthead Capital Management, LLC (“Knighthead”) and Abrams Capital Management, L.P. (“Abrams”). 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. For these purposes, Knighthead has shared voting power with respect to 14,883,521 shares and shared dispositive power with respect to 14,883,521 shares of PG&E Corporation common stock held by Knighthead, while Abrams has sole voting power with respect to 14,000 shares, shared voting power with respect to 25,000,000 shares, sole dispositive power with respect to 14,000 shares and shared dispositive power with respect to 25,000,000 shares of PG&E Corporation common stock held by Abrams. On March 30, 2020, each of Knighthead and Abrams filed amended Schedule 13Ds noting that they had terminated their status as a “group” with respect to the common stock of PG&E Corporation for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. |

| (5) | The information relates to beneficial ownership as of December 31, 2019, as reported in an amended Schedule 13G filed with the SEC on February 14, 2020 by Gallagher Fiduciary Advisors, LLC (“Gallagher”), which serves as independent fiduciary and investment manager for PG&E Corporation Retirement Savings Plan (the “Retirement Plan”) and PG&E Corporation Retirement Savings Plan for Union-Represented Employees (the “Union Retirement Plan”). For these purposes, the Retirement Plan has shared dispositive power with respect to 10,242,537 shares of PG&E Corporation common stock held by the Retirement Plan, the Union Retirement Plan has shared dispositive power with respect to 19,347,986 shares of PG&E Corporation common stock held by the Union Retirement Plan and Gallagher has shared dispositive power with respect to 29,590,523 shares of PG&E Corporation common stock held by Gallagher. |

| (6) | The information relates to beneficial ownership as of December 31, 2019, as reported in an amended Schedule 13G filed with the SEC on March 19, 2020 by Stonehill Capital Management LLC (“Stonehill”). For these purposes, Stonehill has shared voting power with respect to 901,506 shares and shared dispositive power with respect to 901,506 shares of Utility First Preferred Stock, Cumulative, par value $25 per share held by Stonehill. |

| Eric D. Mullins(4) | 5,307 | | * | 15,138 | | 20,445 | |

| William L. Smith(4) | 0 | | * | 0 | | 0 | |

| Andrew. M. Vesey(4) | 25,202 | | * | 0 | | 25,202 | |

| John M. Woolard(4) | 0 | | * | 0 | | 0 | |

| John R. Simon(5) | 83,250 | | * | 321 | | 83,571 | |

| Janet C. Loduca(5) | 21,428 | | * | 0 | | 21,428 | |

| James M. Welsch(5) | 16,758 | | * | 0 | | 16,758 | |

| Michael A. Lewis(5) | 2,223 | | * | 0 | | 2,223 | |

| Geisha J. Williams(5)(6) | 365,577 | | * | 8,565 | | 374,142 | |

| Melvin Christopher(5)(6) | 11,255 | | * | 136 | | 11,391 | |

| | |

| | |

| | | (a) | | | (b) | | | | (c) | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | |

| | |

| --- | --- | --- | --- | --- | --- | --- |

| (3) | The information relates to beneficial ownership as of January 28, 2019, as reported in a Schedule 13G filed with the SEC on February 7, 2019 by Stonehill Capital Management LLC (“Stonehill”) and the following individuals, all of whom share voting and dispositive power with respect to the shares: John Motulsky. Christopher Wilson, Jonathan Sacks, Peter Sisitsky, Michael Thoyer, Michael Stern and Samir Arora. |

| Frederick W. Buckman(5) | 0 | | * | 0 | | 0 | |

| Kenneth Liang(5)(10) | 12,000 | | * | 0 | | 12,000 | |

| Eric D. Mullins(5) | 2,099 | | * | 6,353 | | 8,452 | |

| Geisha J. Williams(6)(7) | 159,632 | | * | 4,282 | | 163,914 | |

| John R. Simon(6) | 56,674 | | * | 160 | | 56,834 | |

| Nickolas Stavropoulos(6)(7) | 68,229 | | * | 2,518 | | 70,747 | |

| --- | --- | --- |

| | | |

| (2) | This column includes the following shares of PG&E Corporation common stock that the individuals have the right to acquire within 60 days of April 15, 2019 through the exercise of vested stock options or the settlement of vested phantom stock awards: Ms. Williams 52,134 shares, Mr. Soto 5,865 shares, Mr. Malnight 5,865 shares, Mr. Hogan 5,213 shares, Mr. Wells 16,292 shares, Mr. Thomason 2,118 shares, Mr. Simon 14,663 shares, Mr. Stavropoulos 19,550 shares, all PG&E Corporation directors and executive officers as a group 136,036 shares, and all Utility directors and executive officers as a group 151,351 shares. These individuals have neither voting power nor investment power with respect to these shares unless and until they are purchased through the exercise of the options or, with respect to the phantom stock awards, settled in shares of PG&E Corporation common stock, under the terms of the 2006 LTIP and the 2014 LTIP. | |

| (10) | 12,000 shares of PG&E Corporation common stock are held by the Liang Family Trust, for which Kenneth and Laura Liang are trustees. In his capacity as a trustee together with Laura Liang, Mr. Liang has sole voting and investment power over all such shares. |

| | | (a) | | | | (b) | | | | | (c) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

__________________________

| [added: |] ● | Transactions where the rates or charges are determined by competitive bids, |

| [added: |] ● | Transactions for the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority, |

| [added: |] ● | Transactions for services as a bank depository of funds, transfer agent, registrar, trustee under a trust indenture, or similar services, |

| [added: |] ● | Benefits received on a pro rata basis by holders of PG&E Corporation or Utility securities, |

| [added: |] ● | Transactions where the individual’s interest arises solely (1) from such person’s position as a director of another corporation or organization which is a party to the transaction, (2) from the direct or indirect ownership of such person and a specific group (consisting of directors, nominees for director, and executive officers of the corporation, or any member of their immediate families), in the aggregate, of less than a 10 percent equity interest in another person (other than a partnership) that is a party to the transaction, or (3) from both such position and ownership, |

| [added: |] ● | Transactions where the individual’s interest arises solely from the holding of an equity interest (including a limited partnership interest, but excluding a general partnership interest) or a creditor interest in another person that is party to the transaction with PG&E Corporation, the Utility, or any of their respective subsidiaries or affiliates, and the transaction is not material to such other person, |

| [added: |] ● | Transactions where the individual’s interest arises only from such person’s position as a limited partner in a partnership engaged in a transaction with PG&E Corporation or the Utility, in which the individual’s interest (when aggregated with any other Related Parties) is less than 10 percent and the individual does not serve as a general partner of, nor hold another position in, the partnership, |

| [added: |] ● | An employment relationship or transaction involving an executive officer of the respective company (and any related compensation resulting solely from that relationship or transaction), if the compensation is reported pursuant to Regulation S-K, Item 402, |

| [added: |] ● | An employment relationship or transaction involving an executive officer of the respective company (and any related compensation resulting solely from that relationship or transaction), if the compensation would have been reported pursuant to Regulation S-K, Item 402 as compensation earned for services if that individual were an executive officer named in the Summary Compensation Table, and such compensation had been approved or recommended to the Board by the PG&E Corporation Compensation Committee (and the executive officer is not an immediate family member of another Related Party), or |

| [added: |] ● | Compensation provided to a director, provided that such compensation is reported pursuant to Regulation S-K, Item 407. |

Since January 1, [removed: 2018,] [added: 2019,] all related party transactions have been approved or ratified by the applicable Audit Committee in accordance with this [removed: Policy.][added: 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.]

Since January 1, [removed: 2018,] [added: 2019,] Ms. Thomason received compensation and related payments and benefits from the Utility with a value of approximately [removed: $120,000.][added: $ 170,000.]

Any payments to Ms. Thomason for services rendered during [removed: 2019] [added: 2020] are expected to be similar in nature and value to payments provided during [removed: 2018,] [added: 2019,] consistent with the Utility’s policies and practices that apply to employee compensation generally.

As of [removed: April 30, 2019,] [added: February 21, 2020,] all of PG&E Corporation’s [added: non-employee] directors also are independent as defined by the NYSE.

Bleich, Nora Mead Brownell, [removed: Frederick W.][added: Cheryl F.]

Leffell, [removed: Kenneth Liang,] Dominique Mielle, Meridee A.

PG&E Corporation and the Utility also have determined that from January 1, [removed: 2018] [added: 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: [removed: Lewis Chew, Jeh C.][added: Frederick W.]

Kimmel, [added: Kenneth Liang,] Richard A.

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 [added: 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.

| --- | --- | --- |

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| | | |

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| | | |

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.

| --- | --- |

Since January 1, 2018, one provider of asset management services in excess of $120,000 has been beneficial owner of at least 5 percent of PG&E Corporation common stock: The Vanguard Group, Inc. (“Vanguard”).

Vanguard (including its affiliates), provided asset management services to grantor trusts associated with certain of the companies’ non-qualified and deferred income benefit plans, and to The PG&E Corporation Foundation.

In exchange for these services, Vanguard earned approximately $143,000 in fees during 2018.

The services were (1) approved by the PG&E Corporation Audit Committee, and (2) subject to terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party.

PG&E Corporation expects that Vanguard will continue to provide similar services and products in the future, at similar levels, in the normal course of business operations.

Buckman, Cheryl F.

Schmidt, and Alejandro D.

Wolff.

Johnson, Richard C.

(Jeh C.

Johnson, who resigned as a director of the Utility on December 7, 2017, served on the Board of the Corporation as of January 1, 2018 but did not stand for reelection at the Corporation’s 2018 annual meeting of shareholders and served through the last day of his term, May 22, 2018.

Roger H.

Kimmel served on the Boards of the Corporation and the Utility but resigned from both Boards on January 14, 2019.)

For [removed: 2019,] [added: 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 [removed: 2019.][added: 2020.]

Fees [removed: Paid to] [added: Billed by] the Independent Auditor During [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

The Audit Committees have reviewed the audit and non-audit fees that PG&E Corporation, the Utility, and their respective controlled subsidiaries have [removed: paid to] [added: 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.

| Audit Fees | [removed: $5.505] [added: $ 2.111] million | [removed: $4.67] [added: $5.505] million |

| Audit-Related Fees | [removed: $0.245] [added: $ 0.095] million | [removed: $0.15] [added: $0.245] million |

| Audit Fees | [removed: $4.896] [added: $1.920] million | [removed: $3.94] [added: $4.896] million |

Audit fees billed for [removed: 2018] [added: 2019] and [removed: 2017] [added: 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, [removed: and] [added: advice regarding adoption of new accounting pronouncements,] support for statutory or regulatory filings or engagements and regulators’ reviews of auditor [removed: workpapers.][added: workpapers, and procedures related to the California Wildfires and going concern.]

Audit-related fees billed in [removed: 2018] [added: 2019] and [removed: 2017] [added: 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, [removed: advice regarding adoption of new accounting pronouncements,] training, and advice concerning internal controls surrounding new applications, systems, or activities.

Deloitte & Touche and its affiliates provided no services in this category during [removed: 2018] [added: 2019] and [removed: 2017.][added: 2018.]

| Category | [removed: |] Description |

| Audit services | [removed: |] Audit and review of annual and quarterly financial statements, expressing opinions on the conformity of the audited financial statements with generally accepted accounting principles, auditing management’s assessment of the effectiveness of internal control over financial reporting, and services that only the independent auditor reasonably can provide (e.g., comfort letters, statutory and regulatory audits, attest services, consents, assistance with and review of documents filed with the SEC, and assistance with new accounting standards, laws, and regulations). |

| Audit-related services | [removed: |] Assurance and related services that traditionally are performed by the independent auditor (e.g., agreed-upon procedure reports related to contractual obligations and financing activities, [removed: consulting regarding accounting pronouncements,] nuclear decommissioning trust audits, and attest services). |

| Tax services | [removed: |] Advice relating to compliance, tax strategy, tax appeals, and specialized tax issues, all of which also must be permitted under the Sarbanes-Oxley Act. |

| Non-audit services | [removed: |] None. |

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.” [added: Management continued to apply this policy in 2019.]

Services Provided During [removed: 2018] [added: 2019] and [removed: 2017][added: 2018]

During [removed: 2018] [added: 2019] and [removed: 2017,] [added: 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.

| | 2019 | 2018 |

| | 2019 | 2018 |

| Audit-Related Fees | $ 0.090 million | $0.245 million |

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.

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

| --- | --- |

| | 2018 | 2017 |

| --- | --- | --- |

Consolidated Statements of Income for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016] [added: 2017] for Pacific Gas and Electric Company.

Condensed Financial Information of Parent as of December 31, [removed: 2018] [added: 2019] and [removed: 2017] [added: 2018] and for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016.][added: 2017.]

Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, [added: 2019,] 2018, [removed: 2017,] and [removed: 2016.][added: 2017.]

| [removed: Exhibit Number] [added: Exhibit Number] | | Exhibit Description |

| 3.1 | | [Restated Articles of Incorporation of PG&E Corporation effective as of May 29, [removed: 2002] [added: 2002, as amended by the Amendment dated June 21, 2019 \[Conformed Copy\]] (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended [removed: March 31, 2003] [added: June 30, 2019] (File No. 1-12609), Exhibit [removed: 3.1)](http://www.sec.gov/Archives/edgar/data/1004980/000100498003000090/ex3-1corparticles.htm)] [added: 3.1)](http://www.sec.gov/Archives/edgar/data/75488/000100498019000028/exhibit31-063019.htm)] |

| 4.6 | | [removed: [Fourth] [added: [Sixth] Supplemental Indenture, dated as of [removed: October 21, 2008,] [added: March 6, 2009,] relating to the issuance of [removed: $600,000,000] [added: $550,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 8.25%] [added: 6.25%] Senior Notes due [removed: October 15, 2018] [added: March 1, 2039] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: October 21, 2008] [added: March 6, 2009] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095013408018294/f50190bexv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095013409004667/f51717p2exv4w1.htm)] |

| 4.7 | | [removed: [Fifth] [added: [Eighth] Supplemental Indenture, dated as of November 18, [removed: 2008,] [added: 2009,] relating to the issuance of [removed: $200,000,000] [added: $550,000,000 aggregate] principal amount of Pacific Gas and Electric Company’s [removed: 8.25%] [added: 5.40%] Senior Notes due [removed: October] [added: January] 15, [removed: 2018] [added: 2040] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 18, [removed: 2008] [added: 2009] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095013408020807/f50592p2exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012309063785/f54080exv4w1.htm)] |

| 4.8 | | [removed: [Sixth] [added: [Ninth] Supplemental Indenture, dated as of [removed: March 6, 2009,] [added: April 1, 2010,] relating to the issuance of [removed: $550,000,000] [added: $250,000,000] aggregate principal amount of [removed: Pacific Gas and Electric Company’s 6.25%] [added: its 5.80%] Senior Notes due March 1, [removed: 2039] [added: 2037] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: March 6, 2009] [added: April 1, 2010] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095013409004667/f51717p2exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310031219/f55380aexv4w1.htm)] |

| 4.9 | | [removed: [Seventh] [added: [Tenth] Supplemental Indenture, dated as of [removed: June 11, 2009,] [added: September 15, 2010,] relating to the issuance of [removed: $500,000,000] [added: $550,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: Floating Rate] [added: 3.50%] Senior Notes due [removed: June 10, 2010] [added: October 1, 2020] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: June 11, 2009] [added: September 15, 2010] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012309013167/f52716exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310086247/f56880exv4w1.htm)] |

| 4.10 | | [removed: [Eighth] [added: [Twelfth] Supplemental Indenture, dated as of November 18, [removed: 2009,] [added: 2010,] relating to the issuance of [removed: $550,000,000] [added: $250,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [added: 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, [removed: 2009] [added: 2010] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012309063785/f54080exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310106910/f57420exv4w1.htm)] |

| 4.11 | | [removed: [Ninth] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: April 1, 2010,] [added: May 13, 2011,] relating to the issuance of [removed: $250,000,000] [added: $300,000,000] aggregate principal amount of [removed: its 5.80%] [added: Pacific Gas and Electric Company’s 4.25%] Senior Notes due [removed: March 1, 2037] [added: May 15, 2021] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: April 1, 2010] [added: May 13, 2011] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310031219/f55380aexv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012311049762/f59188aexv4w1.htm)] |

| 4.12 | | [removed: [Tenth] [added: [Fourteenth] Supplemental Indenture, dated as of September [removed: 15, 2010,] [added: 12, 2011,] relating to the issuance of [removed: $550,000,000] [added: $250,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.50%] [added: 3.25%] Senior Notes due [removed: October 1, 2020] [added: September 15, 2021] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated September [removed: 15, 2010] [added: 12, 2011] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310086247/f56880exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312511245113/d230046dex41.htm)] |

| 4.13 | | [removed: [Twelfth] [added: [Sixteenth] Supplemental Indenture, dated as of [removed: November 18, 2010,] [added: December 1, 2011,] relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.50% Senior Notes due October 1, 2020 and $250,000,000 aggregate principal amount of its 5.40%] [added: 4.50%] Senior Notes due [removed: January] [added: December] 15, [removed: 2040] [added: 2041] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: November 18, 2010] [added: December 1, 2011] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012310106910/f57420exv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312511326784/d262504dex41.htm)] |

| 4.14 | | [removed: [Thirteenth] [added: [Seventeenth] Supplemental Indenture, dated as of [removed: May 13, 2011,] [added: April 16, 2012,] relating to the issuance of [removed: $300,000,000] [added: $400,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 4.25%] [added: 4.45%] Senior Notes due [removed: May] [added: April] 15, [removed: 2021] [added: 2042] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: May 13, 2011] [added: April 16, 2012] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000095012311049762/f59188aexv4w1.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312512163690/d333314dex41.htm)] |

| [removed: 4.15] [added: 4.16] | | [removed: [Fourteenth] [added: [Nineteenth] Supplemental Indenture, dated as of [removed: September 12, 2011,] [added: June 14, 2013,] relating to the issuance of [removed: $250,000,000] [added: $375,000,000] aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due [removed: September] [added: June] 15, [removed: 2021] [added: 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: September 12, 2011] [added: June 14, 2013] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312511245113/d230046dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312513258873/d553640dex41.htm)] |

| [removed: 4.16] [added: 4.23] | | [removed: [Sixteenth] [added: [Twenty-Seventh] Supplemental Indenture, dated as of [removed: December] [added: March] 1, [removed: 2011,] [added: 2016,] relating to the issuance of [removed: $250,000,000] [added: $600,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 4.50%] [added: 2.95%] Senior Notes due [removed: December 15, 2041] [added: March 1, 2026] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: December] [added: March] 1, [removed: 2011] [added: 2016] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312511326784/d262504dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312516487112/d150935dex41.htm)] |

| [removed: 4.17] [added: 4.15] | | [removed: [Seventeenth] [added: [Eighteenth] Supplemental Indenture, dated as of [removed: April] [added: August] 16, 2012, relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s [removed: 4.45%] [added: 2.45%] Senior Notes due [removed: April] [added: August] 15, [added: 2022 and $350,000,000 aggregate principal amount of its 3.75% Senior Notes due August 15,] 2042 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: April] [added: August] 16, 2012 (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312512163690/d333314dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312512358362/d395395dex41.htm)] |

| 4.18 | | [removed: [Eighteenth] [added: [Twenty-First] Supplemental Indenture, dated as of [removed: August 16, 2012,] [added: February 21, 2014,] relating to the issuance of [removed: $400,000,000] [added: $450,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 2.45%] [added: 3.75%] Senior Notes due [removed: August] [added: February] 15, [removed: 2022] [added: 2024] and [removed: $350,000,000] [added: $450,000,000] aggregate principal amount of its [removed: 3.75%] [added: 4.75%] Senior Notes due [removed: August] [added: February] 15, [removed: 2042] [added: 2044] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: August 16, 2012] [added: February 21, 2014] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312512358362/d395395dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514061768/d677927dex41.htm)] |

| [removed: 4.19] [added: 4.17] | | [removed: [Nineteenth] [added: [Twentieth] Supplemental Indenture, dated as of [removed: June 14,] [added: November 12,] 2013, relating to the issuance of [removed: $375,000,000] [added: $300,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.25%] [added: 3.85%] Senior Notes due [removed: June] [added: November] 15, 2023 and [removed: $375,000,000] [added: $500,000,000] aggregate principal amount of its [removed: 4.60%] [added: 5.125%] Senior Notes due [removed: June] [added: November] 15, 2043 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: June 14,] [added: November 12,] 2013 (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312513258873/d553640dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312513437289/d625966dex41.htm)] |

| 4.20 | | [removed: [Twentieth] [added: [Twenty-Fourth] Supplemental Indenture, dated as of November [removed: 12, 2013,] [added: 6, 2014,] relating to the issuance of [removed: $300,000,000] [added: $500,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.85% Senior Notes due November 15, 2023 and $500,000,000 aggregate principal amount of its 5.125%] [added: 4.30%] Senior Notes due [removed: November] [added: March] 15, [removed: 2043] [added: 2045] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November [removed: 12, 2013] [added: 6, 2014] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312513437289/d625966dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514399956/d817490dex41.htm)] |

| [removed: 4.21] [added: 4.19] | | [removed: [Twenty-First] [added: [Twenty-Third] Supplemental Indenture, dated as of [removed: February 21,] [added: August 18,] 2014, relating to the issuance of [removed: $450,000,000] [added: $350,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.75%] [added: 3.40%] Senior Notes due [removed: February] [added: August] 15, 2024 and [removed: $450,000,000] [added: $225,000,000] aggregate principal amount of its 4.75% Senior Notes due February 15, 2044 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: February 21,] [added: August 18,] 2014 (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514061768/d677927dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514312658/d772653dex41.htm)] |

| 4.22 | | [removed: [Twenty-Third] [added: [Twenty-Sixth] Supplemental Indenture, dated as of [removed: August 18, 2014,] [added: November 5, 2015,] relating to the issuance of [removed: $350,000,000] [added: $200,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.40%] [added: 3.50%] Senior Notes due [removed: August] [added: June] 15, [removed: 2024] [added: 2025] and [removed: $225,000,000] [added: $450,000,000] aggregate principal amount of its [removed: 4.75%] [added: 4.25%] Senior Notes due [removed: February] [added: March] 15, [removed: 2044] [added: 2046] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: August 18, 2014] [added: November 5, 2015] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514312658/d772653dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312515367374/d56847dex41.htm)] |

| [removed: 4.23] [added: 4.21] | | [removed: [Twenty-Fourth] [added: [Twenty-Fifth] Supplemental Indenture, dated as of [removed: November 6, 2014,] [added: June 12, 2015,] relating to the issuance of [removed: $500,000,000] [added: $400,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [added: 3.50% Senior Notes due June 15, 2025 and $100,000,000 aggregate principal amount of its] 4.30% Senior Notes due March 15, 2045 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: November 6, 2014] [added: June 12, 2015] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514399956/d817490dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312515221296/d941567dex41.htm)] |

| [removed: 4.24] [added: 4.25] | | [removed: [Twenty-Fifth] [added: [Twenty-Ninth] Supplemental Indenture, dated as of [removed: June 12, 2015,] [added: March 10, 2017,] relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.50%] [added: 3.30%] Senior Notes due [removed: June] [added: March] 15, [removed: 2025] [added: 2027] and [removed: $100,000,000] [added: $200,000,000] aggregate principal amount of its [removed: 4.30%] [added: 4.00%] Senior Notes due [removed: March 15, 2045] [added: December 1, 2046] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: June 12, 2015] [added: March 10, 2017] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312515221296/d941567dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517077796/d179984dex41.htm)] |

| [removed: 4.25] [added: 4.24] | | [removed: [Twenty-Sixth] [added: [Twenty-Eighth] Supplemental Indenture, dated as of [removed: November 5, 2015,] [added: December 1, 2016,] relating to the issuance of [removed: $200,000,000] [added: $250,000,000] aggregate principal amount of Pacific Gas and Electric Company’s [removed: 3.50%] [added: Floating Rate] Senior Notes due [removed: June 15, 2025] [added: November 30, 2017] and [removed: $450,000,000] [added: $400,000,000] aggregate principal amount of its [removed: 4.25%] [added: 4.00%] Senior Notes due [removed: March 15,] [added: December 1,] 2046 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: November 5, 2015] [added: December 1, 2016] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312515367374/d56847dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312516781783/d299243dex41.htm)] |

| 4.26 | | [removed: [Twenty-Seventh Supplemental Indenture,] [added: [Indenture,] dated as of [removed: March 1, 2016,] [added: November 29, 2017,] relating to the issuance of [removed: $600,000,000] [added: $500,000,000] aggregate principal amount of [added: by] Pacific Gas and Electric Company’s [removed: 2.95%] [added: Floating Rate] Senior Notes due [removed: March] [added: November 28, 2018, $1,150,000,000 aggregate principal amount of its 3.30% Senior Notes due December] 1, [removed: 2026] [added: 2027 and $850,000,000 aggregate principal amount of its 3.95% Senior Notes due December 1, 2047] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: March 1, 2016] [added: November 29, 2017] (File No. 1-2348), Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312516487112/d150935dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517355765/d491407dex41.htm)] |

| [removed: 4.27] [added: 4.28] | | [removed: [Twenty-Eighth] [added: [First] Supplemental Indenture, dated as of [removed: December 1, 2016,] [added: February 27, 2014,] relating to the issuance of [removed: $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s Floating Rate Senior Notes due November 30, 2017 and $400,000,000] [added: $350,000,000] aggregate principal amount of [removed: its 4.00%] [added: PG&E Corporation’s 2.40%] Senior Notes due [removed: December] [added: March] 1, [removed: 2046] [added: 2019] (incorporated by reference to [removed: Pacific Gas and Electric Company’s] [added: PG&E Corporation’s] Form 8-K dated [removed: December 1, 2016] [added: February 27, 2014] (File No. [removed: 1-2348),] [added: 1-12609),] Exhibit [removed: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312516781783/d299243dex41.htm)] [added: 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514071280/d685475dex41.htm)] |

| [removed: 4.30] [added: 4.27] | | [Senior Note Indenture, dated as of February 10, 2014, between PG&E Corporation and U.S. Bank National Association (incorporated by reference to PG&E Corporation’s Form S-3 dated February 11, 2014 (File No. 333-193880), Exhibit 4.1)](http://www.sec.gov/Archives/edgar/data/1004980/000119312514045855/d667973dex41.htm) |

| [removed: 4.32] [added: 4.29] | | [Registration Rights Agreement, dated as of August 6, 2018, among Pacific Gas and Electric Company, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc., as representatives of the initial purchasers (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 6, 2018 (File No. 1-2348), Exhibit 4.5)](http://www.sec.gov/Archives/edgar/data/75488/000119312518239786/d442269dex45.htm) |

| [removed: 10.6] [added: 10.57] | [added: *] | [removed: [Term Loan Agreement, dated as of March 2, 2016,] [added: [Letter regarding Compensation Agreement] between Pacific Gas and Electric Company and [removed: The Bank of Tokyo-Mitsubishi UFJ, Ltd.] [added: David S. Thomason dated May 24, 2016] (incorporated by reference to Pacific Gas and Electric Company’s Form [removed: 8-K dated March 2,] [added: 10-Q for the quarter ended June 30,] 2016 (File No. 1-2348), Exhibit [removed: 10.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312516492242/d144509dex101.htm)] [added: 10.2)](http://www.sec.gov/Archives/edgar/data/75488/000100498016000088/exhibit1002.htm)] |

| [removed: 10.8] [added: 10.6] | | [Purchase Agreement, dated as of August 2, 2018, among Pacific Gas and Electric Company, Goldman Sachs & Co. LLC, Mizuho Securities USA LLC, RBC Capital Markets, LLC and SMBC Nikko Securities America, Inc. as representatives of the initial purchasers listed on Schedules I-A and I-B thereto (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 6, 2018 (File No. 1-2348), Exhibit 10.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312518239786/d442269dex101.htm) |

| [removed: 10.9] [added: 10.7] | | [Purchase Agreement, dated as of November 27, 2017, among Pacific Gas and Electric Company and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the initial purchasers listed on Schedules I-A, I-B and I-C thereto (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 29, 2017 (File No. 1-2348), Exhibit 10.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517355765/d491407dex101.htm) |

| [removed: 10.10] [added: 10.8] | | [Settlement Agreement among the California Public Utilities Commission, Pacific Gas and Electric Company and PG&E Corporation, dated as of December 19, 2003, together with appendices (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 8-K dated December 22, 2003 (File No. 1-12609 and File No. 1-2348), Exhibit 99)](http://www.sec.gov/Archives/edgar/data/1004980/000100498003000295/finalexhibit99.htm) |

| [removed: 10.11] [added: 10.43] | | [Transmission Control Agreement among the California Independent System Operator (CAISO) and the Participating Transmission Owners, including Pacific Gas and Electric Company, effective as of March 31, 1998, as amended (CAISO, FERC Electric Tariff No. 7) (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2004 (File No. 1-12609 and File No. 1-2348), Exhibit 10.8)](http://www.sec.gov/Archives/edgar/data/1004980/000104746905004204/a2150586zex-10_8.htm) |

| [removed: 10.12] [added: 10.48] | * | [Restricted Stock Unit Agreement between [removed: Nickolas Stavropoulos] [added: William D. Johnson] and PG&E Corporation for [removed: additional 2015] [added: 2019] grant under the PG&E Corporation 2014 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation’s Form 10-K for the year ended December 31, [removed: 2015] [added: 2019] (File No. 1-12609), Exhibit [removed: 10.16)](http://www.sec.gov/Archives/edgar/data/75488/000100498016000065/exhibit1016.htm)] [added: 10.46)](http://www.sec.gov/Archives/edgar/data/75488/000100498020000009/exhibit1046-123119.htm)] |

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| 3.3 | | [Bylaws of PG&E Corporation amended as of April 10, 2019](https://www.sec.gov/Archives/edgar/data/1004980/000095015719000501/ex3-3.htm) |

| 3.5 | | [Bylaws of Pacific Gas and Electric Company amended as of April 5, 2019](https://www.sec.gov/Archives/edgar/data/1004980/000095015719000501/ex3-5.htm) |

| 4.28 | | [Twenty-Ninth Supplemental Indenture, dated as of March 10, 2017, relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.30% Senior Notes due March 15, 2027 and $200,000,000 aggregate principal amount of its 4.00% Senior Notes due December 1, 2046 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March 10, 2017 (File No. 1-2348), Exhibit 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517077796/d179984dex41.htm) |

| 4.29 | | [Indenture, dated as of November 29, 2017, relating to the issuance of $500,000,000 aggregate principal amount of by Pacific Gas and Electric Company’s Floating Rate Senior Notes due November 28, 2018, $1,150,000,000 aggregate principal amount of its 3.30% Senior Notes due December 1, 2027 and $850,000,000 aggregate principal amount of its 3.95% Senior Notes due December 1, 2047 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November 29, 2017 (File No. 1-2348), Exhibit 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517355765/d491407dex41.htm) |

| 4.31 | | [First Supplemental Indenture, dated as of February 27, 2014, relating to the issuance of $350,000,000 aggregate principal amount of PG&E Corporation’s 2.40% Senior Notes due March 1, 2019 (incorporated by reference to PG&E Corporation’s Form 8-K dated February 27, 2014 (File No. 1-12609), Exhibit 4.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312514071280/d685475dex41.htm) |

| 10.7 | | [Term Loan Agreement, dated as of February 23, 2017, by and among Pacific Gas and Electric Company, the several banks and other financial institutions or entities from time to time parties thereto, The Bank of Tokyo-Mitsubishi UFJ, Ltd. and U.S. Bank National Association, as joint lead arrangers and joint bookrunners and The Bank of Tokyo-Mitsubishi UFJ, Ltd, as administrative agent (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated February 23, 2017 (File No. 1-2348), Exhibit 10.1)](http://www.sec.gov/Archives/edgar/data/75488/000119312517056374/d338156dex101.htm) |

| 10.67 | * | [Form of Performance Share Agreement subject to safety and customer affordability goals for 2015 grants under the PG&E Corporation 2014 Long-Term Incentive Plan (incorporated by reference to PG&E Corporation’s Form 10-Q for the quarter ended March 31, 2015 (File No. 1-12609), Exhibit 10.6)](http://www.sec.gov/Archives/edgar/data/75488/000100498015000038/ex1006.htm) |

| 101.INS | | XBRL Instance Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.INS) |

| 101.SCH | | XBRL Taxonomy Extension Schema Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.SCH) |

| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.CAL) |

| 101.LAB | | XBRL Taxonomy Extension Labels Linkbase Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.LAB) |

| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.PRE) |

| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document (incorporated by reference to PG&E Corporation’s and Pacific Gas and Electric Company’s Form 10-K for the year ended December 31, 2018 (File Nos. 1-12609 and 1-2348), Exhibit 101.DEF) |

| Dated: April 30, 2019 | By: | /s/ LINDA Y.H. CHENG | | |

| | | Name: | Linda Y.H. Cheng | |