PG&E (PCG) 10-K risk factor changes: FY2018 vs FY2017

Any of these factors, in whole or in part, could materially affect PG&E Corporation’s and the Utility’s [removed: business,] financial condition, results of operations, liquidity, [removed: cash flows,] and [removed: stock price.][added: cash flows.]

PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected by potential losses resulting from the impact of the [added: 2018 Camp fire and 2017] Northern California [removed: wildfires.][added: wildfires, notwithstanding the commencement of the Chapter 11 Cases.]

PG&E Corporation and the Utility [removed: also expect to be] [added: are] the subject of [removed: additional] lawsuits and could be the subject of additional investigations, citations, fines or enforcement [removed: actions.][added: actions in connection with the 2018 Camp fire and 2017 Northern California wildfires.]

PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected by potential losses resulting from the impact of the [removed: multiple wildfires that spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Del Norte, Lake, Nevada,] [added: 2018 Camp fire] and [removed: Yuba Counties, as well as in the area surrounding Yuba City, beginning on October 8,] 2017 [removed: (the “Northern] [added: Northern] California [removed: wildfires”).][added: wildfires, notwithstanding the commencement of the Chapter 11 Cases.]

[removed: The] [added: If PG&E Corporation and the Utility are unable to recover the full amount of their insurance, PG&E Corporation’s and the] Utility’s financial condition, results of operations, liquidity, and cash flows could be materially [removed: affected if the Utility is unable to recover such costs.][added: affected.]

If the Utility’s facilities, such as its electric distribution and transmission lines, are determined to be the [added: substantial] cause of one or more fires, and the doctrine of inverse condemnation applies, the Utility could be liable for property damage, [added: business interruption,] interest, and attorneys’ fees without having been found negligent, which liability, in the aggregate, could be substantial and have a material adverse effect on PG&E Corporation and the [removed: Utility.][added: Utility, including on PG&E Corporation's and the Utility's ability to develop and consummate a successful plan of reorganization.]

(See “The doctrine of inverse condemnation, if applied by courts in litigation to which PG&E Corporation or the Utility are subject, could significantly expand the potential liabilities from such litigation and materially [removed: negatively] affect PG&E Corporation’s and the Utility’s financial condition, results of operations, [added: liquidity,] and cash flows” below.) In addition to such claims for property damage, [removed: interest] [added: business interruption, interest,] and attorneys’ fees, the Utility could be liable for fire suppression costs, evacuation costs, medical expenses, personal injury damages, [added: punitive damages,] and other damages under other theories of liability, including if the Utility were found to have been negligent, which liability, in the aggregate, could be substantial and have a material adverse effect on PG&E Corporation and the [removed: Utility.][added: Utility, including on PG&E Corporation’s and the Utility’s ability to develop and consummate a successful plan of reorganization.]

Further, the Utility could be subject to material fines or penalties if the CPUC or any [removed: other] law enforcement agency brought an enforcement [removed: action] [added: action, including a criminal proceeding,] and determined that the Utility failed to comply with applicable laws and regulations.

If [added: PG&E Corporation or] the Utility were to be found liable for certain or all of [removed: such other costs and expenses,] the [removed: amount of PG&E Corporation’s] [added: costs, expenses] and [removed: the Utility’s liability could be higher than the approximately $10 billion estimated in] [added: other losses described above with] respect [removed: of] [added: to] the [removed: wildfires that occurred in October 2017, depending on] [added: 2018 Camp fire and 2017 Northern California wildfires,] the [removed: extent] [added: amount] of [removed: the damage in connection with] such [removed: fire] [added: liability could exceed $30 billion, which amount does not include potential punitive damages, fines and penalties] or [removed: fires.][added: damages related to future claims.]

PG&E Corporation and the Utility [removed: also] are the subject of a [removed: still increasing] number of lawsuits that have been filed against PG&E Corporation and the Utility in Sonoma, Napa and San Francisco Counties’ Superior [removed: Courts,] [added: Courts in connection with the 2018 Camp fire and 2017 Northern California wildfires,] several of which seek to be certified as class [removed: actions.][added: actions, asserting damages that include wrongful death, personal injury, property damage, evacuation costs, medical expenses, punitive damages, attorneys’ fees, and other damages.]

[removed: The lawsuits] [added: These complaints] allege, among other things, negligence, inverse condemnation, [removed: trespass,] [added: trespass] and [removed: private] nuisance.

[removed: They principally] [added: These lawsuits generally] assert that [removed: PG&E Corporation’s and] the Utility’s alleged failure to maintain and repair [removed: their] [added: its] distribution and transmission lines and failure to properly maintain the vegetation surrounding such lines were the causes of the [removed: fires.][added: 2018 Camp fire and 2017 Northern California wildfires.]

[added: Further,] PG&E Corporation and the Utility [removed: expect to] [added: could] be the subject of additional [removed: lawsuits] [added: investigations, citations, fines or enforcement actions] in connection with the [added: 2018 Camp fire and 2017] Northern California wildfires.

The wildfire litigation could take a number of years to be resolved [added: through the Chapter 11 process] because of the complexity of the matters, including the ongoing investigation into the causes of the fires and the growing number of parties and claims involved.

In addition, it could take a number of years before the Utility’s final liability [added: in connection with the 2018 Camp fire and 2017 Northern California wildfires] is known and the Utility could apply for [removed: cost recovery.][added: recovery of costs in excess of insurance.]

The Utility may be unable to [added: fully] recover costs in excess of insurance through regulatory mechanisms and, even if such recovery is possible, it could take a number of years to resolve and a number of years [removed: thereafter] to collect.

[removed: PG&E Corporation and the Utility have considered certain actions that might be taken to attempt to address liquidity needs of the business in such circumstances, but the] [added: The] inability to recover [added: all or a significant portion of] costs in excess of insurance through increases in rates and by collecting such rates in a timely [removed: manner, or any negative assessment by the Utility of the likelihood or timeliness of such recovery and collection,] [added: manner] could have a material [removed: adverse] effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

[removed: (See “If] [added: If] the Utility is unable to recover all or a significant portion of its excess costs in connection with the [added: 2018 Camp fire and 2017] Northern California wildfires and the [added: 2015] Butte fire through ratemaking [removed: mechanisms,] [added: mechanisms and in a timely manner,] PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially [removed: affected” below.)][added: affected.]

[removed: (See “Risks] [added: Risks] Related to [removed: Liquidity] [added: Chapter 11 Proceedings] and [removed: Capital Requirements” below.)][added: Liquidity]

PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected by the ultimate amount of third-party liability that the Utility incurs in connection with the [added: 2015] Butte fire.

In connection with [removed: this matter,] the [added: 2015 Butte fire, the] Utility may be liable for property damages, interest, and attorneys’ fees without having been found negligent, through the doctrine of inverse condemnation.

[added: (See “The doctrine of inverse condemnation, if applied by courts in litigation to which PG&E Corporation or the Utility are subject, could significantly expand the potential liabilities from such litigation and materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows” below.)] In addition, the Utility may be liable for fire suppression costs, personal injury damages, and other damages if the Utility were found to have been negligent.

While the Utility believes it was not negligent, there can be no assurance that a court [removed: or jury] would agree with the Utility.

The Utility currently believes that it is probable that it will incur a loss of [removed: at least] $1.1 [removed: billion, increased from the $750 million previously estimated as of December 31, 2016] [added: billion] in connection with the [added: 2015] Butte fire.

While this amount includes the Utility’s assumptions about fire suppression costs (including its assessment of the Cal Fire loss), it does not include any [removed: significant] portion of the estimated [removed: claims] [added: claim] from the [removed: OES and the County of Calaveras.][added: OES.]

The Utility still does not have sufficient information to reasonably estimate the probable loss it may have for [removed: these] [added: that] additional [removed: claims.][added: claim.]

A change in management’s estimates or assumptions could result in an adjustment that could have a material [removed: impact] [added: effect] on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash [removed: flows.][added: flows, as well as PG&E Corporation’s and the Utility’s ability to develop and consummate a successful plan of reorganization.]

[removed: (See] [added: Business and] Note [removed: 13] [added: 14] to the Consolidated Financial Statements in Item 8.)

If [added: PG&E Corporation or] the Utility [removed: is unable] [added: were] to [removed: recover all] [added: be found liable for any punitive damages] or [removed: a significant portion of its excess costs] [added: subject to fines or penalties] in connection with the [added: 2018 Camp fire and 2017] Northern California [removed: wildfires and the Butte Fire through ratemaking mechanisms, PG&E Corporation’s and the Utility’s] [added: wildfires, their] financial condition, results of operations, liquidity, and cash flows could be materially affected.

[removed: While] [added: For example, while] the CPUC previously approved WEMA tracking accounts for San Diego Gas & Electric Company in 2010, in December 2017, the CPUC denied recovery of costs that San Diego Gas & Electric Company stated it incurred as a result of the doctrine of inverse condemnation, holding that the inverse condemnation principles of strict liability are not relevant to the CPUC’s prudent manager standard.

[removed: That determination is being challenged by] San Diego Gas & [removed: Electric as well as by] [added: Electric,] the [removed: Utility] [added: Utility,] and Southern California [removed: Edison.][added: Edison filed requests for rehearing of that decision.]

The doctrine of inverse condemnation, if applied by courts in litigation to which PG&E Corporation or the Utility are subject, could significantly expand the potential liabilities from such litigation and materially affect PG&E Corporation’s and the Utility’s financial condition, results of operations, [removed: liquidity] [added: liquidity,] and cash flows.

California law includes a doctrine of inverse condemnation that is routinely invoked in [removed: California for wildfire damages.][added: California.]

Plaintiffs have asserted the doctrine of inverse condemnation in lawsuits related to the [added: 2018 Camp fire and 2017] Northern California [added: wildfires] and [added: the 2015] Butte [removed: fires,] [added: fire,] and it is possible that plaintiffs could be successful in convincing courts to apply this doctrine in these or other litigations.

For example, on June 22, 2017, the Superior Court for the County of Sacramento found that the doctrine of inverse condemnation applies to the Utility with respect to the [added: 2015] Butte fire.

Although the Utility has filed a renewed motion for a legal determination of inverse condemnation liability, there can be no assurance that the Utility will be successful in its arguments that the doctrine of inverse condemnation does not apply in the [added: 2015] Butte fire or other litigation against PG&E Corporation or the Utility.

If PG&E Corporation or the Utility were to be found liable for damage under the doctrine of inverse condemnation, but is unable to secure a cost recovery decision from the CPUC to pay for such costs through increases in [removed: rates,] [added: rates or to collect such rates in a timely manner,] the financial condition, results of operations, [removed: liquidity] [added: liquidity,] and cash flows of PG&E Corporation and the Utility would be materially affected by potential losses resulting from the impact of the [added: 2018 Camp fire and 2017] Northern California wildfires.

(See “PG&E [added: Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected by potential losses resulting from the impact of the 2018 Camp fire and 2017 Northern California wildfires, notwithstanding the commencement of the Chapter 11 Cases”, “PG&E] Corporation and the Utility [removed: also expect to be] [added: are] the subject of [removed: additional] lawsuits and could be the subject of additional investigations, citations, fines or enforcement [removed: actions”] [added: actions in connection with the 2018 Camp fire] and [added: 2017 Northern California wildfires” and] “PG&E Corporation’s and the Utility’s financial condition, results of operations, [removed: liquidity] [added: liquidity,] and cash flows could be materially affected by the ultimate amount of third-party liability [removed: that] [added: of] the Utility [removed: incurs] in connection with the [added: 2015] Butte fire” above.)

The Utility could incur material charges, including fines and other penalties, in connection with the ex parte OII, safety culture OII, [added: the locate] and [added: mark OII, and other matters that] the CPUC’s SED [removed: investigations, including the SED’s investigations of the Yuba City incident, which arose from a residential structure fire in Yuba City, California, in January 2017, that resulted in the collapse of a house and injuries to two persons inside the house, or other current and future investigations.][added: may be investigating.]

The Utility also is a target of a number of [removed: investigations.][added: investigations, in addition to certain investigations in connection with the wildfires.]

PG&E Corporation and the Utility filed voluntary petitions for relief under Chapter 11 and are subject to the risks and uncertainties associated with their bankruptcy cases.

On the Petition Date, PG&E Corporation and the Utility filed voluntary petitions for relief under Chapter 11 in the Bankruptcy Court.

For the duration of the Chapter 11 Cases, the financial condition, results of operations, liquidity, and cash flows of PG&E Corporation and the Utility will be subject to various risks, including but not limited to the following:

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| --- | --- |

| • | the ability to develop, consummate, and implement a plan of reorganization with respect to PG&E Corporation and the Utility during the Chapter 11 Cases; |

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| --- | --- |

| • | the ability to develop and obtain applicable Bankruptcy Court, creditor, and regulatory approval of a successful plan of reorganization and the effect of any alternative proposals, views, and objections of official committees, creditors, state and federal regulators, and other stakeholders, which may make it difficult to develop and consummate a successful plan of reorganization in a timely manner; |

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| --- | --- |

| • | the ability to obtain Bankruptcy Court approval with respect to motions in the Chapter 11 Cases and the outcomes of Bankruptcy Court rulings and of the Chapter 11 Cases in general; |

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| --- | --- |

| • | risks associated with third-party motions or adversary proceedings in the Chapter 11 Cases, which may interfere with business operations, including additional collateral requirements, or the ability to formulate and implement a plan of reorganization; |

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| --- | --- |

| • | increased costs related to the Chapter 11 Cases and related litigation; |

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| --- | --- |

| • | potential for an increase in general unsecured claims as a result of the rejection of any executory contracts or unexpired leases as permitted under the Bankruptcy Code; |

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| --- | --- |

| • | the ability to maintain or obtain sufficient financing sources for ongoing operations during the pendency of the Chapter 11 Cases or thereafter or to fund a plan of reorganization and meet future obligations, including commitments outlined in the Utility's 2020 GRC and other regulatory proceedings; |

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| --- | --- |

| • | the potential for a material decrease in the number of counterparties that are willing to engage in transactions, including commodity-related transactions, with PG&E Corporation or the Utility and a significant increase in the amount of collateral required to engage in any such transactions; |

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| --- | --- |

| • | the potential for a loss of, or a disruption in the materials or services received from, suppliers, contractors or service providers with whom the Utility has commercial relationships or adverse developments in the commercial and financial terms on which such providers engage in such relationships with PG&E Corporation and the Utility; |

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| --- | --- |

| • | risks associated with the potential that the Utility will not be able to comply with the capital structure requirements authorized by the CPUC, to the extent applicable, during the pendency of the Chapter 11 Cases or thereafter; |

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| --- | --- |

| • | potential increased difficulty in retaining and motivating key employees and potential increased difficulty in attracting new employees during the pendency of the Chapter 11 Cases and thereafter; |

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| --- | --- |

| • | the significant time and effort required to be spent by senior management in dealing with the Chapter 11 Cases and restructuring activities rather than focusing exclusively on business operations; and |

| | |

According to the Cal Fire California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in California that, in total, burned over 245,000 acres, resulted in 43 fatalities, and destroyed an estimated 8,900 structures.

Subsequently, the number of fatalities increased to 44.

The Utility incurred $219 million in costs for service restoration and repair to the Utility’s facilities (including $97 million in capital expenditures) through December 31, 2017 in connection with these fires.

While the Utility believes that such costs are recoverable through CEMA, its CEMA requests are subject to CPUC approval.

The fires are being investigated by Cal Fire and the CPUC, including the possible role of the Utility’s power lines and other facilities.

The Utility expects that Cal Fire will issue a report or reports stating its conclusions as to the sources of ignition of the fires and the ways that they progressed.

The CPUC’s SED also is conducting investigations to assess the compliance of electric and communication companies’ facilities with applicable rules and regulations in fire impacted areas.

According to information made available by the CPUC, investigation topics include, but are not limited to, maintenance of facilities, vegetation management, and emergency preparedness and response.

Various other entities, including fire departments, may also be investigating certain of the fires.

(For example, on February 3, 2018, it was reported that investigators with the Santa Rosa Fire Department had completed their investigation of two small fires that reportedly destroyed two homes and damaged one outbuilding and had concluded that the Utility’s facilities, along with high wind and other factors, contributed to those fires.) It is uncertain when the investigations will be complete and whether Cal Fire will release any preliminary findings before its investigation is complete.

As of January 31, 2018, the Utility had submitted 22 electric incident reports to the CPUC associated with the Northern California wildfires where Cal Fire has identified a site as potentially involving the Utility’s facilities in its investigation and the property damage associated with each incident exceeded $50,000.

The information contained in these reports is factual and preliminary, and does not reflect a determination of the causes of the fires.

The investigations into the fires are ongoing.

Given the preliminary stages of investigations and the uncertainty as to the causes of the fires, PG&E Corporation and the Utility do not believe a loss is probable at this time.

However, it is reasonably possible that facts could emerge through the course of the various investigations that lead PG&E Corporation and the Utility to believe that a loss is probable, resulting in an accrued liability in the future, the amount of which could be material.

PG&E Corporation and the Utility currently are unable to reasonably estimate the amount of losses (or range of amounts) that they could incur, given the preliminary stages of the investigations and the uncertainty regarding the extent and magnitude of potential damages.

On January 31, 2018, the California Department of Insurance issued a press release announcing an update on property losses in connection with the October and December wildfires in California, stating that, as of such date, “insurers have received nearly 45,000 insurance claims totaling more than $11.79 billion in losses,” of which approximately $10 billion relates to statewide claims from the October 2017 wildfires.

The remaining amount relates to claims from the Southern California December 2017 wildfires.

According to the California Department of Insurance, as of the date of the press release, more than 21,000 homes, 3,200 businesses, and more than 6,100 vehicles, watercraft, farm vehicles, and other equipment were damaged or destroyed by the October 2017 wildfires.

PG&E Corporation and the Utility have not independently verified these estimates.

The California Department of Insurance did not state in its press release whether it intends to provide updated estimates of losses in the future.

If the Utility’s facilities are determined to be the cause of one or more of the Northern California wildfires, PG&E Corporation and the Utility could be liable for the related property losses and other damages.

The California Department of Insurance January 31, 2018 press release reflects insured property losses only.

The press release does not account for uninsured losses, interest, attorneys’ fees, fire suppression costs, evacuation costs, medical expenses, personal injury and wrongful death damages or other costs.

The plaintiffs seek damages that include wrongful death, personal injury, property damage, evacuation costs, medical expenses, punitive damages, attorneys’ fees, and other damages.

In addition, two derivative lawsuits for breach of fiduciary duties and unjust enrichment were filed in the San Francisco County Superior Court on November 16, 2017 and November 20, 2017, respectively.

The Utility has liability insurance from various insurers, which provides coverage for third-party liability attributable to the Northern California wildfires in an aggregate amount of approximately $800 million.

If the Utility were to be found liable for one or more fires, the Utility’s insurance could be insufficient to cover that liability, depending on the extent of the damage in connection with such fire or fires.

Further, SB 819, introduced in the California Senate in January 2018, if it becomes law, would prohibit utilities from recovering costs in excess of insurance resulting from damages caused by such utilities’ facilities, if the CPUC determines that the utility did not reasonably construct, maintain, manage, control, or operate the facilities.

Losses in connection with the wildfires would likely require PG&E Corporation and the Utility to seek financing, which may not be available on terms acceptable to PG&E Corporation or the Utility, or at all, when required.

As of December 31, 2017, neither PG&E Corporation nor the Utility has accrued a liability with respect to the Northern California wildfires.

If PG&E Corporation and the Utility were to determine that it is both probable that a loss has occurred and the amount of loss can be reasonably estimated, a liability would be recorded consistent with applicable accounting principles and as described in Note 13 of the Notes to the Consolidated Financial Statements in Item 8.

As noted above, to the extent that such determination is made and a liability is accrued with respect to the Northern California wildfires, the amount of such liability accrual may be substantial.

To the extent not offset by insurance recoveries determined to be similarly probable and estimable, the liability would reduce the balance sheet equity of PG&E Corporation and the Utility, which could adversely impact the Utility’s ability to maintain its CPUC-authorized capital structure of 52% equity and 48% debt and preferred stock, and which could also adversely impact PG&E Corporation’s and the Utility’s credit ratings and their ability to declare and pay dividends, efficiently raise capital, comply with financial covenants, and meet financial obligations.

(See “PG&E Corporation’s and the Utility’s financial results will be affected by their ability to continue accessing the capital markets and by the terms of debt and equity financings” below.)

Uncertainties relating to and market perception of these matters and the disclosure of findings regarding these matters over time, also could continue or increase volatility in the market for PG&E Corporation’s common stock and other securities, and for the securities of the Utility, and materially affect the price of such securities.

In September 2015, a wildfire (known as the “Butte fire”) ignited and spread in Amador and Calaveras Counties in Northern California.

On April 28, 2016, Cal Fire released its report of the investigation of the origin and cause of the wildfire.

According to Cal Fire’s report, the fire burned 70,868 acres, resulted in two fatalities, destroyed 549 homes, 368 outbuildings and four commercial properties, and damaged 44 structures.

Cal Fire’s report concluded that the wildfire was caused when a gray pine tree contacted the Utility’s electric line which ignited portions of the tree, and determined that the failure by the Utility and/or its vegetation management contractors, ACRT Inc. and Trees, Inc., to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree.

PG&E Corporation is a holding company whose primary operating subsidiary is [removed: Pacific Gas and Electric Company,] [added: the Utility,] a public utility serving northern and central California.

However, for certain operating costs, such as costs associated with pension [removed: and other employee] benefits, the Utility is authorized to track the difference between actual amounts and forecast amounts and recover or refund the difference through rates (referred to as “Utility Revenues and Costs that did not Impact Earnings” in Results of Operations below).

See “Ratemaking Mechanisms” in Item [removed: 1 for further discussion.][added: 1.]

[added: The recommendations of the commission and the response by the Governor and legislature to those recommendations could materially affect] PG&E [removed: Corporation] [added: Corporation’s] and the Utility’s financial condition, results of operations, [removed: liquidity] [added: liquidity,] and cash [removed: flows could be materially affected by potential losses resulting from the impact of the Northern California wildfires.][added: flows.]

The Utility is unable to predict the timing and outcome of [removed: the CPUC decision in connection with such filings.][added: this proceeding.]

| | [removed: Three Months Ended December 31, | | | | | | | | | | | |] Year Ended December 31, | | | | | | | | | | | [removed: |]

| PG&E [removed: Corporation’s | | | | | | | | | | | | |] [added: Corporation] | [added: (19] | | [added: )] | | [added: (31] | | [added: )] | | [added: 5] | | |

[removed: | Legal] and [removed: regulatory | | | | | | | | | | | | | | | | | | | | | | | | |][added: Legal Proceedings in Item 3.]

See [removed: Footnote 3] [added: "Regulatory Matters"] below.

(See [added: Note 13 and] “Enforcement and Litigation Matters” in Note [removed: 13 to] [added: 14 of the] Notes to the Consolidated Financial Statements in Item [removed: 8 and Item 1A.][added: 8.)]

[removed: MD&A and Note 3] [added: MD&A,] and Note [removed: 8 in] [added: 15 of] the Notes to the Consolidated Financial [removed: Statements.)][added: Statements in Item 8.]

[added: | • |] The [added: Outcome of Other Enforcement, Litigation, and Regulatory Matters. The] Utility’s financial results may continue to be impacted by the outcome of [added: other] current and future enforcement, [removed: litigation,] [added: litigation (to the extent not stayed as a result of the Chapter 11 Cases),] and regulatory matters, including the [removed: impact] [added: outcome] of the [removed: Northern California wildfires, the Butte fire, the safety culture OII] [added: Locate] and [removed: any related fines, penalties, or other ratemaking tools that could be imposed by the CPUC, including as a result] [added: Mark OII, phase two] of the [added: Safety Culture OII, the outcome of] phase two of the [removed: proceeding, the] ex parte [removed: OII and the related proposed decision, the potential recommendations that the third-party monitor (retained by the Utility in the first quarter of 2017 as part of its compliance with] [added: OII,] the sentencing terms of the Utility’s January 27, 2017 federal criminal [removed: conviction) may make,] [added: conviction, including the oversight of the Utility’s probation] and [added: the] potential [added: recommendations by the third-party monitor, and potential] penalties in connection with the Utility’s safety and other self-reports. [added: (See Notes 13 and 14 of the Notes to the Consolidated Financial Statements in Item 8.) |]

(See [removed: “Enforcement] [added: Notes 9] and [removed: Litigation Matters” in Note 13] [added: 14] of the Notes to the Consolidated Financial Statements in Item [removed: 8, Item 3.][added: 8.)]

Legal Proceedings, [removed: and] Item [removed: 1A.][added: 7.]

[removed: -] The [removed: Timing] [added: Utility cannot predict the timing] and [removed: Outcome] [added: outcome] of [removed: Ratemaking Proceedings.][added: the audit.]

[removed: (See “Disallowance of Plant Costs” in] [added: See] Note [removed: 13] [added: 4] of the Notes to the Consolidated Financial Statements in Item [removed: 8.)][added: 8.]

For more information about the [removed: factors and] risks that could [added: materially] affect PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, or that could cause future results to differ from historical results, see [removed: Item] [added: “Item] 1A.

In addition, this [removed: 2017] [added: 2018] Form 10-K contains forward-looking statements that are necessarily subject to various risks and uncertainties.

These statements reflect management’s judgment and opinions that are based on current estimates, expectations, and projections about future events and assumptions regarding these events and [removed: management's] [added: management’s] knowledge of facts as of the date of this [removed: 2017 Form 10-K.][added: report.]

See the section entitled [removed: “Forward\-Looking] [added: “Forward-Looking] Statements” below for a list of some of the factors that may cause actual results to differ materially.

PG&E Corporation and the Utility are [removed: not able] [added: unable] to predict all the factors that may affect future results and do not undertake an obligation to update forward-looking statements, whether in response to new information, future events, or otherwise.

The following discussion presents PG&E Corporation’s and the Utility’s operating results for [added: 2018,] 2017, [removed: 2016,] and [removed: 2015.][added: 2016.]

The following table provides a summary of net income [added: (loss)] available for common shareholders:

| (in millions) | [removed: 2017] [added: 2018] | | | [removed: 2016] | [added: 2017] | | [removed: 2015] | | [added: 2016 | | |]

| Consolidated Total | $ | [removed: 1,646] [added: (6,851] | [added: )] | [added: |] $ | [removed: 1,393] [added: 1,646] | | [added: |] $ | [removed: 874] [added: 1,393] | [added: |]

| Utility | $ | [removed: 1,677] [added: (6,832] | [added: )] | [added: |] $ | [removed: 1,388] [added: 1,677] | | [added: |] $ | [removed: 848] [added: 1,388] | [added: |]

PG&E Corporation’s net income [removed: consists] [added: (loss)] primarily [added: consists] of income [removed: taxes,] [added: taxes and] interest expense on long-term [removed: debt,] [added: debt] and other income from investments.

[removed: The decrease in] PG&E [removed: Corporation’s] [added: Corporation's] net income [removed: for] [added: decreased in] 2017, as compared to 2016, [removed: is] primarily due to the impact of the Tax Act and interest expense, partially offset by the impact of the San Bruno Derivative Litigation.

The table below shows certain items from the Utility’s Consolidated Statements of Income for [added: 2018,] 2017, [removed: 2016,] and [removed: 2015.][added: 2016.]

In addition, expenses that have been specifically authorized (such as [removed: the payment of pension] [added: energy procurement] costs) and the corresponding revenues the Utility is authorized to collect to recover such costs, do not impact earnings.

| | [added: 2018 | | | | | | | | | | | |] 2017 | | | | | | | [removed: 2016] | | | | | [added: 2016] | | [removed: 2015] | | | | | | [added: |]

| | Revenues and Costs: | | | | | | | [added: | | | | |] Revenues and Costs: | | | | | | | [added: | | | | |] Revenues and Costs: | | | | | | [added: | | |]

| (in millions) | That Impacted Earnings | | [added: | |] That Did Not Impact Earnings | | [added: | |] Total Utility | | | [added: |] That Impacted Earnings | | [added: | |] That Did Not Impact Earnings | | [added: | |] Total Utility | | | [added: |] That Impacted Earnings | | [added: |] That Did Not Impact Earnings | | [added: |] Total Utility | | [added: |]

| Electric operating revenues | $ | [removed: 7,897] [added: 7,859] | [removed: $] | [removed: 5,230] | $ | [removed: 13,127] [added: 4,854] | | [added: |] $ | [removed: 7,955] [added: 12,713] | [removed: $] | [removed: 5,910] | $ | [removed: 13,865] [added: 7,897] | | [added: |] $ | [removed: 7,442] [added: 5,230] | [removed: $] | [removed: 6,215] | $ | [removed: 13,657] [added: 13,127] | [added: | | 7,955 | | | 5,910 | | | 13,865 | | |]

| Natural gas operating revenues | [added: 3,046] | [added: | | | 1,001 | | | | 4,047 | | | |] 2,969 | | [added: | |] 1,042 | | [removed: 4,011] | | [added: 4,011] | [removed: 2,767] | | [removed: 1,035] | [added: 2,767] | [removed: 3,802] | | [added: 1,035] | [removed: 2,082] | | [removed: 1,094] [added: 3,802] | | [removed: 3,176] |

| Total operating revenues | [added: 10,905] | [added: | | | 5,855 | | | | 16,760 | | | |] 10,866 | | [added: | |] 6,272 | | [removed: 17,138] | | [added: 17,138] | [removed: 10,722] | | [removed: 6,945] | [added: 10,722] | [removed: 17,667] | | [added: 6,945] | [removed: 9,524] | | [removed: 7,309] [added: 17,667] | | [removed: 16,833] |

| Cost of electricity | [added: —] | [removed: \-] | | [removed: 4,309] | [added: 3,828] | [added: | | | 3,828 | | | | — | | | |] 4,309 | | | [removed: \-] | [added: 4,309] | [removed: 4,765] | | [removed: 4,765] | [added: —] | | [removed: \-] | [added: 4,765] | [removed: 5,099] | | [removed: 5,099] [added: 4,765] | [added: | |]

| Cost of natural gas | [added: —] | [removed: \-] | | [removed: 746] | [added: 671] | [added: | | | 671 | | | | — | | | |] 746 | | | [removed: \-] | [added: 746] | [removed: 615] | | [removed: 615] | [added: —] | | [removed: \-] | [added: 615] | [removed: 663] | | [removed: 663] [added: 615] | [added: | |]

| Depreciation, amortization, and decommissioning | [added: 3,036] | [removed: 2,854] | | [removed: \-] | [added: —] | [added: | | | 3,036 | | | |] 2,854 | | | [removed: 2,754] | [added: —] | [removed: \-] | | [added: | 2,854 | | | |] 2,754 | | | [removed: 2,611] [added: —] | | [removed: \-] | [added: 2,754] | [removed: 2,611] | [added: |]

| Interest income [removed: (1)] | [added: 74] | | | | [added: —] | [added: | | | 74 | | | |] 30 | | | | [added: —] | | | [added: | 30 | | | |] 22 | | | [added: —] | | | [added: 22] | [removed: 8] | [added: |]

Business for further discussion.

Chapter 11 Proceedings

On the Petition Date, PG&E Corporation and the Utility filed voluntary petitions for relief under Chapter 11 in the Bankruptcy Court.

PG&E Corporation's and the Utility’s Chapter 11 Cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM).

PG&E Corporation and the Utility continue to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with applicable provisions of the Bankruptcy Code and the orders of the Bankruptcy Court.

As debtors in possession, PG&E Corporation and the Utility are authorized to continue to operate as ongoing businesses, and may pay all debts and honor all obligations arising in the ordinary course of their businesses after the Petition Date.

However, PG&E Corporation and the Utility may not pay third-party claims or creditors on account of obligations arising before the Petition Date or engage in transactions outside the ordinary course of business without approval of the Bankruptcy Court.

Under the Bankruptcy Code, third-party actions to collect pre-petition indebtedness owed by PG&E Corporation or the Utility, as well as most litigation pending against PG&E Corporation and the Utility (including the third-party matters described under Note 13 of the Notes to the Consolidated Financial Statements in Item 8), are subject to an automatic stay.

Absent an order of the Bankruptcy Court providing otherwise, substantially all pre-petition liabilities will be administered under a Chapter 11 plan of reorganization to be voted upon by creditors and other stakeholders, and approved by the Bankruptcy Court.

However, under the Bankruptcy Code, regulatory or criminal proceedings are generally not subject to an automatic stay, and PG&E Corporation and the Utility expect these proceedings to continue during the pendency of the Chapter 11 Cases.

To assure ordinary course operations, on January 31, 2019, PG&E Corporation and the Utility received interim approval from the Bankruptcy Court on a variety of “first day” motions, including motions that authorize them to maintain their existing cash management system, to continue wage and salary payments and other benefits to their employees, to secure debtor in possession financing and other customary relief.

On February 27, 2019, PG&E Corporation and the Utility received final approval of the first day motion to continue wage and salary payments and other benefits to their employees (with one limited objection with respect to a discrete matter having been preserved by the Bankruptcy Court) and certain other first day motions for customary relief.

Hearings on certain other first day motions, including a hearing to consider final approval of PG&E Corporation’s and the Utility’s motions to continue their existing cash management system and to approve their debtor in possession financing, have not been held and no assurances can be given that the Bankruptcy Court will approve such motions on a final basis.

PG&E Corporation and the Utility are unable to predict the date of the final hearing with respect to such motions, but there are hearings currently scheduled for March 12, March 13 and March 27, 2019.

In connection with the Chapter 11 Cases, PG&E Corporation and the Utility entered into the DIP Credit Agreement, among the Utility, as borrower, PG&E Corporation, as guarantor, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as collateral agent, and the DIP Lenders.

The DIP Credit Agreement provides for $5.5 billion in the form of (i) the DIP Revolving Facility in an aggregate amount of $3.5 billion, including a $1.5 billion letter of credit subfacility, (ii) the DIP Initial Term Loan Facility in an aggregate principal amount of $1.5 billion and (iii) the DIP Delayed Draw Term Loan Facility in an aggregate principal amount of $500 million, subject to the terms and conditions set forth therein.

As a result of the Bankruptcy Court’s interim approval of the DIP Credit Agreement on January 31, 2019, and the satisfaction of the other conditions thereof, the DIP Credit Agreement became effective on February 1, 2019, and a portion of the DIP Revolving Facility in the amount of $1.5 billion (including $750 million of the letter of credit subfacility) was made available to PG&E Corporation and the Utility.

As of February 28, 2019, the remainder of the DIP Revolving Facility (including the remainder of the $1.5 billion letter of credit subfacility), the DIP Initial Term Loan Facility and the DIP Delayed Draw Term Loan Facility are unavailable for borrowing and will remain unavailable until and unless the Bankruptcy Court approves the availability thereof following a final hearing.

PG&E Corporation and the Utility are unable to predict the date of the final hearing, but it is currently scheduled for March 13, 2019.

There can be no assurances that the Bankruptcy Court will grant final approval of the DIP Facilities at the final hearing, or at all.

Borrowings under the DIP Credit Agreement are senior secured obligations of the Utility, secured by substantially all of the Utility’s assets and entitled to superpriority administrative expense claim status in the Utility’s Chapter 11 Case.

The Utility’s obligations under the DIP Credit Agreement are guaranteed by PG&E Corporation, and such guarantee is a senior secured obligation of PG&E Corporation, secured by substantially all of PG&E Corporation’s assets and entitled to superpriority administrative expense claim status in PG&E Corporation’s Chapter 11 Case.

The DIP Credit Agreement will mature on December 31, 2020, subject to the Utility’s option to extend the maturity to December 31, 2021 if certain terms and conditions are satisfied, including the payment of an extension fee.

The Utility paid customary fees and expenses in connection with obtaining the DIP Credit Agreement.

The commencement of the Chapter 11 Cases constituted an event of default or termination event, and caused an automatic and immediate acceleration of the debt outstanding under or in respect of certain instruments and agreements relating to direct financial obligations of PG&E Corporation and the Utility (the “Accelerated Direct Financial Obligations”).

Accordingly, as a result of the commencement of the Chapter 11 Cases, the principal amount of the Accelerated Direct Financial Obligations, together with accrued interest thereon, and in case of certain indebtedness, premium, if any, thereon, immediately became due and payable.

However, any efforts to enforce such payment obligations are automatically stayed as of the Petition Date, and are subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The material Accelerated Direct Financial Obligations include the outstanding senior notes, agreements in respect of certain series of pollution control bonds, and PG&E Corporation's term loan facility, as well as short-term borrowings under PG&E Corporation's and the Utility's revolving credit facilities and the Utility's term loan facility disclosed in Note 4 of the Notes to the Consolidated Financial Statements in Item 8.

The filing of the Chapter 11 Cases may also provide the counterparties under certain commodity and related agreements with the right to declare an event of default and to seek termination of such agreements, with such rights subject to the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

(For more information, see "Liquidity and Financial Resources - Financial Resources - Acceleration of Pre-petition Debt Obligations" in Item 7.

MD&A.)

Under the priority scheme established by the Bankruptcy Code, certain post-petition and secured or “priority” pre-petition liabilities need to be satisfied before general unsecured creditors and holders of PG&E Corporation’s and the Utility’s equity are entitled to receive any distribution.

No assurance can be given as to what values, if any, will be ascribed in the Chapter 11 Cases to the claims and interests of each of these constituencies.

Additionally, no assurance can be given as to whether, when or in what form unsecured creditors and holders of PG&E Corporation's or the Utility’s equity may receive a distribution on such claims or interests.

Under the Bankruptcy Code, PG&E Corporation and the Utility may assume, assume and assign, or reject certain executory contracts and unexpired leases, including, without limitation, leases of real property and equipment, subject to the approval of the Bankruptcy Court and to certain other conditions.

Any description of an executory contract or unexpired lease in this Annual Report on Form 10-K, including, where applicable, the express termination rights thereunder or a quantification of their obligations, must be read in conjunction with, and is qualified by, any overriding rejection rights PG&E Corporation and the Utility have under the Bankruptcy Code.

For the duration of the Chapter 11 Cases, PG&E Corporation’s and the Utility’s business is subject to the risks and uncertainties of bankruptcy.

For example, the Chapter 11 Cases could adversely affect PG&E Corporation’s and the Utility’s relationships with suppliers and employees which, in turn, could adversely affect the value of PG&E Corporation’s and the Utility’s business and assets.

At this time, it is not possible to predict with certainty the impact of the Chapter 11 Cases on PG&E Corporation’s and the Utility’s business or various creditors, or whether or when PG&E Corporation and the Utility will emerge from bankruptcy.

PG&E Corporation’s and the Utility’s future results depend upon the confirmation, and successful implementation, on a timely basis, of a Chapter 11 plan of reorganization.

Beginning on October 8, 2017, multiple wildfires spread through Northern California, including Napa, Sonoma, Butte, Humboldt, Mendocino, Del Norte, Lake, Nevada, and Yuba Counties, as well as in the area surrounding Yuba City (the “Northern California wildfires”).

According to the Cal Fire California Statewide Fire Summary dated October 30, 2017, at the peak of the wildfires, there were 21 major wildfires in California that, in total, burned over 245,000 acres, resulted in 43 fatalities, and destroyed an estimated 8,900 structures.

Subsequently, the number of fatalities increased to 44.

The fires are being investigated by Cal Fire and the CPUC, including the possible role of the Utility’s power lines and other facilities.

The Utility expects that Cal Fire will issue a report or reports stating its conclusions as to the sources of ignition of the fires and the way that they progressed.

The CPUC’s SED is also conducting investigations to assess the compliance of electric and communication companies’ facilities with applicable rules and regulations in fire impacted areas.

According to information made available by the CPUC, investigation topics include, but are not limited to, maintenance of facilities, vegetation management, and emergency preparedness and response.

It is uncertain when the investigations will be complete and whether Cal Fire will release any preliminary findings before its investigation is complete.

See Item 1A.

Risk Factors.

Tax Cuts and Jobs Act of 2017

On December 22, 2017, the U.S. government enacted expansive tax legislation commonly referred to as the Tax Act.

Among other provisions, the Tax Act reduces the federal income tax rate from 35 percent to 21 percent beginning on January 1, 2018 and eliminated bonus depreciation for utilities.

The Tax Act also required PG&E Corporation and the Utility to re-measure existing deferred income tax assets and liabilities to reflect the lower federal tax rate.

During the three months and year ended December 31, 2017, PG&E Corporation, on a consolidated basis, recorded a one-time provisional tax expense of $147 million to reflect the transitional impacts of the Tax Act.

Of this amount, $83 million is attributable to the re-measurement of PG&E Corporation’s net deferred tax asset comprised primarily of net operating loss carry\-forwards and compensation-related items.

The remaining $64 million is related to the re-measurement of the Utility’s deferred taxes not reflected in authorized revenue requirements, such as disallowed plant.

The Utility also recorded a provisional $5.7 billion re-measurement of its deferred tax balances (related to flow-through and normalized timing differences for plant-related items) which was offset by a change from a net deferred income tax regulatory asset to a net regulatory liability.

The net deferred income tax regulatory liability will be refunded to customers over the regulatory lives of the related assets.

The final transition impacts of the Tax Act may materially vary from the above recorded amounts due to, among other things, future regulatory decisions from the CPUC that could differ from the Utility’s determination of how the impacts of the Tax Act are allocated between customers and shareholders.

As a result of the Tax Act, the Utility intends to file by the end of March 2018 (i) revised revenue requirements and rate base in its 2017 GRC (for years 2018 and 2019) and 2015 GT&S rate case (for 2018) as well as a proposed implementation plan in connection thereto, and (ii) revised revenue requirement and rate base forecast in its 2019 GT&S rate case.

On an aggregate basis, the Utility anticipates an annual reduction to revenue requirements of approximately $500 million starting in 2018, and incremental increases to rate base of approximately $500 million in 2018 and $800 million in 2019 as a result of the Tax Act.

The estimated benefit to customers is driven by the lower federal income tax rate applied to future earnings and the return of excess deferred income taxes.

These benefits are partially offset by earnings on higher rate base and lower tax benefits from flow-through items.

In addition to this reduction in future revenue requirements, the Tax Act is expected to accelerate when PG&E Corporation resumes paying federal taxes, primarily due to the elimination of bonus depreciation; although future taxes are expected to be lower due to the lower federal tax rate.

PG&E Corporation now expects to pay federal taxes starting in 2020, although that timing would be impacted by any significant changes to future results of operations.

Additionally, because the revenue reduction is expected to precede the reduction in federal income tax payments, PG&E Corporation’s and the Utility’s operating cash flows will be negatively impacted resulting in additional financing needs.

The tables below include a summary reconciliation of PG&E Corporation’s consolidated income available for common shareholders and EPS to earnings from operations and EPS based on earnings from operations for the three months and twelve months ended December 31, 2017 compared to the three months and twelve months ended December 31, 2016 and a summary reconciliation of the key drivers of PG&E Corporation’s earnings from operations and EPS based on earnings from operations for the three months and twelve months ended December 31, 2017 compared to the three months and twelve months ended December 31, 2016.

“Earnings from operations” is a non-GAAP financial measure and is calculated as income available for common shareholders less items impacting comparability.

“Items impacting comparability” represent items that management does not consider part of the normal course of operations and affect comparability of financial results between periods.

PG&E Corporation uses earnings from operations to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short and long-term operating plans, and employee incentive compensation.

PG&E Corporation believes that earnings from operations provide additional insight into the underlying trends of the business allowing for a better comparison against historical results and expectations for future performance.

Earnings from operations are not a substitute or alternative for GAAP measures such as income available for common shareholders and may not be comparable to similarly titled measures used by other companies.

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

| | | | | | | | Earnings per | | | | | | | | | | | | Earnings per | | | | | |

| | | | | | | | Common Share | | | | | | | | | | | | Common Share | | | | | |

| (in millions, | Earnings | | | | | | (Diluted) | | | | | | Earnings | | | | | | (Diluted) | | | | | |

| except per share amounts) | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | 2016 | | | 2017 | | | | 2016 | |

| Earnings on a GAAP basis | $ | 114 | | $ | 692 | | $ | 0.22 | | $ | 1.36 | | $ | 1,646 | | $ | 1,393 | | $ | 3.21 | | $ | | 2.78 |

| Items Impacting | | | | | | | | | | | | | | | | | | | | | | | | |

Information responding to Item 7A is set forth under the heading “Risk Management Activities,” in [added: MD&A in] Item [removed: 7.][added: 7 and in Note 9: Derivatives and Note 10: Fair Value Measurements of the Notes to the Consolidated Financial Statements in Item 8.]

MD&A and in Note 9: Derivatives and Note 10: Fair Value Measurements of the Notes to the Consolidated Financial Statements in Item 8.

At December 31, [removed: 2017,] [added: 2018,] PG&E Corporation and the Utility had approximately [removed: 23,000] [added: 24,000] regular employees, approximately [removed: 20] [added: 13] of which were employees of PG&E Corporation.

Of the Utility’s regular employees, approximately [removed: 15,000] [added: 14,500] are covered by collective bargaining agreements with the local chapters of three labor unions: the International Brotherhood of Electrical Workers; the Engineers and Scientists of California; and the Service Employees International Union.

The collective bargaining agreements currently in effect will expire on December 31, [removed: 2019.][added: 2021.]

It is possible that [added: any of] these [removed: regulatory] filings or information included therein could be deemed to be material information.

PG&E Corporation and the Utility also routinely post or provide direct links to presentations, documents, and other information that may be of interest to investors at http://investor.pgecorp.com, under the “News & Events: Events & Presentations” [added: tab and links to certain documents and information related to the 2018 Camp fire, the 2017 Northern California wildfires, and the 2015 Butte fire which may be of interest to investors, at http://investor.pgecorp.com, under the “Wildfire Updates”] tab, in order to publicly disseminate such information.

This [removed: 2017] [added: 2018] Form 10-K contains forward-looking statements that are necessarily subject to various risks and uncertainties.

For a discussion of the significant risks that could affect the outcome of these forward-looking statements and PG&E Corporation’s and the Utility’s future financial [removed: condition and] [added: condition,] results of operations, [added: liquidity, and cash flows,] see Item 1A.

[removed: ###] Regulatory [removed: and Enforcement] Environment

The CPUC also has [added: exercised] jurisdiction over the Utility's issuances of securities, dispositions of utility assets and facilities, energy purchases on behalf of the Utility's electric and natural gas retail customers, rates of return, rates of depreciation, oversight of nuclear decommissioning, and aspects of the siting of facilities used in providing electric and natural gas utility service.

The California State Legislature also directs the CPUC to implement state laws and policies, such as the laws relating to [added: wildfires and wildfire cost recovery,] increasing renewable energy resources, the development and widespread deployment of distributed generation and self-generation resources, the reduction of GHG emissions, the establishment of energy storage procurement targets, and the development of a state-wide electric vehicle charging infrastructure.

MD&A and Item [removed: 1A.][added: 3.]

The CAISO controls the operation of the electric transmission system in California and provides open access transmission service on a [removed: non\-discriminatory] [added: non-discriminatory] basis.

(For more information about Diablo Canyon, see “Regulatory Matters [removed: –] [added: -] Diablo Canyon Nuclear Power Plant” in Item 7.

The goal of the [added: third-party] monitor is to help ensure that the Utility takes reasonable and appropriate steps to maintain the safety of its gas and electric operations and maintains effective ethics, compliance, and safety related incentive programs on a Utility-wide basis.

(For [removed: additional] [added: more] information see Item 1A.

(See “Environmental Regulation [removed: \-] [added: -] Air Quality and Climate Change” below.)

[removed: ###] Ratemaking Mechanisms

As a result, the Utility’s base revenues are not impacted by fluctuations in sales resulting [removed: from rate changes] [added: from, for example, weather] or [removed: usage.][added: economic conditions.]

Due to the seasonal nature of the Utility’s business and rate design, customer electric bills are generally higher during summer months (May [removed: –] [added: -] October) because of higher demand, driven by air conditioning loads.

Customer bills related to gas service generally increase during the winter months (November [removed: –] [added: -] March) to account for the gas peak due to heating.

[removed: (See] [added: See] “Regulatory Matters” in Item 7.

MD&A for more information on specific CPUC [removed: proceedings.)][added: proceedings.]

Parties in the Utility's GRC include the [removed: ORA] [added: PAO] and TURN, who generally represent the overall interests of residential customers, as well as a myriad of other intervenors who represent other business, community, customer, environmental, and union interests.

(For more information about the Utility’s GRC, see “Regulatory Matters [removed: −2017] [added: 2017] General Rate Case” and “Regulatory Matters [removed: −2020] [added: 2020] General Rate Case” in Item 7.

Parties in the Utility's GT&S rate case include the [removed: ORA] [added: PAO] and TURN, who generally represent the overall interests of residential customers, as well as other intervenors who represent other business, community, customer, environmental, and union interests.

(For more information, see “Regulatory Matters [removed: –] [added: -] 2015 Gas Transmission and Storage Rate Case” and “Regulatory Matters [removed: –] [added: -] 2019 Gas Transmission and Storage Rate Case” in Item 7.

The CPUC [added: previously] adopted an adjustment mechanism to allow the Utility’s capital structure and ROE to be adjusted if the utility bond index changes by certain thresholds on an annual basis.

[removed: (For] [added: For] more [removed: information,] [added: information about these matters,] see [removed: “Regulatory Matters – CPUC Cost of Capital” in] Item 7.

(For more information, see “Regulatory Matters [removed: –Transmission] [added: -Transmission] Owner Rate Cases” in Item 7.

In addition, the utilities are required to obtain CPUC approval of their [removed: bundled customer procurement plans] [added: BCPPs] based on long-term demand forecasts.

In October 2015, the CPUC approved the Utility’s most recent [removed: bundled customer procurement plan.][added: BCPP.]

California law allows electric utilities to recover the costs incurred in compliance with their CPUC-approved [removed: bundled customer procurement plans] [added: BCPPs] without further after-the-fact reasonableness review by the CPUC.

(For more information, see “Electric Utility Operations [removed: –] [added: -] Electricity Resources” below as well as Note [removed: 13] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.)

Additionally, the CPUC has authorized the Utility to provide [removed: a discount rate] [added: discounted rates] for [removed: low-income] [added: specified types of] customers, [removed: known] [added: such] as [added: for low-income customers under the] California Alternate Rates for Energy [removed: (“CARE”),] [added: (“CARE”) program,] which is [removed: subsidized] [added: paid for] by the Utility’s other customers.

Nuclear decommissioning costs are [added: generally] collected in advance through rates and are held in nuclear decommissioning trusts to be used for the eventual decommissioning of each nuclear unit.

(For more [removed: information,] [added: information] see [removed: “Regulatory Matters” in] Item [removed: 7.][added: 1A.]

The Utility provides “bundled” services (i.e., electricity, transmission and distribution services) to [removed: most] customers in its service territory.

The Utility is required to maintain [removed: generating] capacity adequate to meet its customers’ demand for electricity (“load”), including peak demand and planning and operating reserves, deliverable to the locations and at times as may be necessary to provide reliable electric service.

The Utility is required to dispatch, or schedule all of the electric resources within its portfolio [removed: in the most cost-effective way.][added: using least-cost dispatch.]

The following table shows the percentage of the Utility’s total deliveries of electricity to customers in [removed: 2017] [added: 2018] represented by each major electric resource, and further discussed below.

Each of PG&E Corporation and the Utility is a separate entity, with distinct creditors and claimants, and is subject to separate laws, rules, and regulations.

In 2018 and 2017, Northern California experienced major wildfires.

For more information about the 2018 Camp fire and 2017 Northern California wildfires, see Item 3.

Legal Proceedings, Item 7.

MD&A, and Note 13 of the Notes to the Consolidated Financial Statements in Item 8.

Chapter 11 Proceedings

On January 29, 2019, PG&E Corporation and the Utility filed for Chapter 11 protection.

For more information about the Chapter 11 bankruptcy filings see Item 7.

MD&A and Note 15 of the Notes to the Consolidated Financial Statements in Item 8.

PG&E Corporation and the Utility are facing extraordinary challenges relating to the wildfires that occurred in Northern California in 2017 and 2018.

Management has concluded that these circumstances raise substantial doubt about PG&E Corporation’s and the Utility’s ability to continue as going concerns, and their independent registered public accountants have included an explanatory paragraph in their auditors’ report which states certain conditions exist which raise substantial doubt about PG&E Corporation’s and the Utility’s ability to continue as going concerns in relation to the foregoing.

MD&A and Note 1 of the Notes to the Consolidated Financial Statements in Item 8.

Effective January 1, 2019, the maximum statutory penalty increased to $100,000.

Risk Factors and "U.S. District Court Matters and Probation" in Item 3.

Legal Proceedings and in Note 15 of the Notes to the Consolidated Financial Statements in Item 8.)

The Utility expects to submit its next cost of capital application to the CPUC on or about April 22, 2019.

In 2018, the Utility filed a proposed formula rate at FERC, which would be updated annually according to the formula.

Memorandum Account Costs

Periodically, costs arise which could not be anticipated by the Utility during CPUC GRC rate requests resulting from catastrophic events, changes in regulation, or extraordinary changes in operating practices.

The Utility may seek authority to track incremental costs in a memorandum account and the CPUC may authorize recovery of costs tracked in memorandum accounts if the costs are deemed incremental and prudently incurred.

These accounts, which include the CEMA, WEMA, and FHPMA, among others, allow the Utility to track the costs associated with work related to disaster and wildfire response, and other wildfire prevention-related costs.

While the Utility believes such costs are recoverable, rate recovery requires CPUC authorization in separate proceedings or through a GRC.

(For more information, see “Regulatory Matters - Wildfire Expense Memorandum Account”, “Regulatory Matters - Catastrophic Expense Memorandum Account”, and “Regulatory Matters - Fire Hazard Prevention Memorandum Account” in Item 7.

On February 8, 2019, the CPUC approved the Utility’s filing that suspended certain elements of its current BCPP as a result of its financial condition, effective as of January 16, 2019.

Additionally, on January 25, 2019, the Utility filed with the CPUC an update to its BCPP to further refine how it manages certain elements of its procurement activity and provide detail of its sales framework.

The updated BCPP would be effective upon CPUC approval.

The CPUC:

| | |

| --- | --- |

| • | deferred consideration of replacement resources to the CPUC’s Integrated Resource Planning proceeding; |

| | |

| --- | --- |

| • | authorized rate recovery for up to $211.3 million (compared with the $352.1 million requested by the Utility) for an employee retention program; |

| | |

| --- | --- |

| • | authorized rate recovery for an employee retraining program of $11.3 million requested by the Utility; |

| | |

| --- | --- |

| • | rejected rate recovery of the proposed $85 million for the community impacts mitigation program on the grounds that rate recovery for such a program requires legislative authorization; |

| | |

Risk Factors.)

Risk Factors below.)

During 2017, the CPUC continued to implement state law requirements to reform residential electric rates to more closely reflect the utilities’ actual costs of service, reduce cross-subsidization among customer rate classes, implement new rules for net energy metering (which currently allow certain self-generating customers to receive bill credits for surplus power at the full retail rate), and allow customers to have greater control over their energy use.

(See “Regulatory Matters – 2015 – 2016 Energy Efficiency Incentives Awards” in Item 7.

MD&A.)

The Utility plans to file the 2020 GRC in the third quarter of 2018.

In December 2014, the CPUC established two new procedures concerning safety-related activities, the Safety Model Assessment Proceeding and the RAMP, preceding a utility’s GRC.

The purpose of the Safety Model Assessment Proceeding is to undertake a comprehensive analysis of each utility’s risk-based decision making approach.

The RAMP submittal includes a utility’s prioritization of the risks it is facing, and a prioritization of risk mitigation alternatives, as well as a risk mitigation plan.

The Utility filed its first RAMP submittal with the CPUC on November 30, 2017.

The Utility filed the 2019 GT&S rate case application on November 17, 2017.

The Utility has continued to invest in its vision for a future electric grid which will allow customers to choose new, advanced energy supply technologies and services to meet their needs consistent with safe, reliable and affordable electric service.

In 2017, the Utility continued to work on the foundation for its program to deploy up to 7,500 charging stations.

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

| Solar | | | 0.5 | % | | | | |

| Total | | | | | | | 53.4 | % |

| Renewable | | | 1.9 | % | | | | |

| Total | | | | | | | 5.8 | % |

| Renewable | | | 29.0 | % | | | | |

| Total | | | | | | | 39.6 | % |

| Solar | | | 8,294 | | | | 13.5 | % |

| Wind | | | 5,047 | | | | 8.2 | % |

| Geothermal | | | 2,796 | | | | 4.6 | % |

| Biopower | | | 2,217 | | | | 3.6 | % |

| Total | | | 20,297 | | | | 33.1 | % |

The Utility’s 2017 energy storage target is 120 MW, plus an additional amount to replace failed and rejected agreements for a total of approximately 160 MW.

On November 30, 2016, the Utility issued its 2016 request for offer.

On December 1, 2017, the Utility submitted contracts for 165 MW of energy storage projects for CPUC review.

One of the projects is a 20 MW distribution deferral project that would be Utility-owned.

| Total | | | | 136 | | 7,687 |

For example, in 2013, the Utility, MidAmerican Transmission, LLC, and Citizens Energy Corporation were selected by the CAISO to jointly develop a new 230-kV transmission line to address the growing power demand in the Fresno, Madera and Kings counties area.

However, the 2022 in-service date for the 70-mile line was subsequently postponed by the CAISO, and the CAISO has placed the project on hold.

The Utility has stopped all work on the project pending a decision from the CAISO that could defer or cancel the project.

A decision by the CAISO is expected by March 2018.

In addition, as a part of the CAISO's 2016-2017 planning efforts, the CAISO found that a number of lower-voltage transmission projects were no longer required and recommended cancelling or requiring further review in the 2017-2018 planning cycle.

Throughout 2017, the Utility upgraded several substations and re-conductored a number of transmission lines to improve maintenance and system flexibility, reliability and safety.

The Utility expects to undertake various additional transmission projects over the next several years to upgrade and expand the capacity of its transmission system to secure access to renewable generation resources and replace aging or obsolete equipment and improve system reliability.

The Utility also has taken steps to improve the physical security of its transmission substations and equipment.

In 2017, the Utility continued to deploy its fault location, isolation, and service restoration circuit technology that involves the rapid operation of smart switches to reduce the duration of customer outages.

Another 92 circuits were outfitted with this equipment, bringing the total deployment to 882 of the Utility’s 3,200 distribution circuits.

For more information regarding material lawsuits and proceedings, see [removed: “Enforcement and Litigation Matters” in Note 13 of the Notes to the Consolidated Financial Statements in] Item [removed: 8 and in Item] 7.

The [removed: CPUC authorized the] SED [removed: to engage] [added: engaged] a consultant to assist in the SED’s investigation and the preparation of a report containing the SED’s [removed: assessment.][added: assessment, and subsequently, to report on the implementation by the Utility of the consultant's recommendations.]

On May 8, 2017, the CPUC [removed: President] released the consultant’s report, accompanied by a scoping memo and ruling.

The scoping memo [removed: establishes] [added: established] a second phase in [removed: this] [added: the] OII in which the CPUC [removed: will evaluate] [added: evaluated] the safety recommendations of the [removed: consultant that may lead to the CPUC’s adoption of the recommendations in the report, in whole or in part.][added: consultant.]

[removed: This phase] [added: Phase two] of the proceeding [removed: will] also [removed: consider] [added: considered] all necessary measures, including, but not limited to, a potential reduction of the Utility’s return on [removed: equity until any recommendations adopted by the CPUC are implemented.][added: equity.]

The scoping memo directed the Utility [removed: and other parties] to file testimony addressing a number of issues [removed: including] [added: including:] adoption of the safety recommendations from the consultant, the Utility’s implementation process for the safety recommendations of the consultant, the Utility’s Board of Director’s actions and initiatives related to safety culture and the consultant’s recommendations, the Utility’s corrective action program, and the Utility’s response to certain specified safety incidents that occurred in 2013 through 2015.

The Utility’s testimony was submitted to the CPUC on January 8, 2018 and stated that the Utility agrees with all [removed: of] the recommendations of the consultant and supports their adoption by the CPUC.

Other parties’ responsive testimony [removed: is due] [added: was submitted on] February 16, 2018, [removed: and] [added: followed by] the Utility’s rebuttal [removed: is due] [added: testimony on] February 23, 2018.

PG&E Corporation and the Utility are unable to predict [removed: the outcome of this proceeding, including] whether additional fines, penalties, or other ratemaking tools [removed: will ultimately be adopted by the CPUC, and whether the CPUC will require that] [added: such as] a [removed: portion] [added: potential reduction] of [added: the Utility's] return on equity [removed: for the Utility] [added: will] be [removed: dependent on making safety progress as] [added: adopted by] the CPUC [removed: may define] in [added: future phases of] this proceeding.

As required under the policy, [added: starting in 2017,] the Utility [removed: paid] [added: pays] an annual interim mitigation [removed: fee beginning in 2017,] [added: fee,] which it will continue to pay until operations cease in 2025.

PG&E Corporation and the Utility believe that the ultimate outcome of this matter will not have a material [removed: impact] [added: effect] on the Utility’s financial [removed: condition or] [added: condition,] results of [removed: operations.][added: operations, liquidity, and cash flows.]

MD&A, and Notes 13, 14, and 15 of the Notes to the Consolidated Financial Statements in Item 8.

U.S. District Court Matters and Probation

On August 9, 2016, the jury in the federal criminal trial against the Utility in the United States District Court for the Northern District of California, in San Francisco, found the Utility guilty on one count of obstructing a federal agency proceeding and five counts of violations of pipeline integrity management regulations of the Natural Gas Pipeline Safety Act.

On January 26, 2017, the court issued a judgment of conviction against the Utility.

The court sentenced the Utility to a five-year corporate probation period, oversight by a third-party monitor for a period of five years, with the ability to apply for early termination after three years, a fine of $3 million to be paid to the federal government, certain advertising requirements, and community service.

The probation includes a requirement that the Utility not commit any local, state, or federal crimes during the probation period.

As part of the probation, the Utility has retained a third-party monitor at the Utility’s expense.

The goal of the third-party monitor is to help ensure that the Utility takes reasonable and appropriate steps to maintain the safety of its gas and electric operations, and to maintain effective ethics, compliance and safety related incentive programs on a Utility-wide basis.

On November 27, 2018, the court overseeing the Utility’s probation, issued an order requiring that the Utility, the United States Attorney’s Office for the Northern District of California (the “USAO”) and the third-party monitor provide written answers to a series of questions regarding the Utility’s compliance with the terms of its probation, including what requirements of the Utility’s probation “might be implicated were any wildfire started by reckless operation or maintenance of PG&E power lines” or “might be implicated by any inaccurate, slow, or failed reporting of information about any wildfire by PG&E.” The court also ordered the Utility to provide “an accurate and complete statement of the role, if any, of PG&E in causing and reporting the recent 2018 Camp fire in Butte County and all other wildfires in California” since January 2017 (“Question 4 of the November 27 Order”).

On December 5, 2018, the court issued an order requesting that the Office of the California Attorney General advise the court of its view on “the extent to which, if at all, the reckless operation or maintenance of PG&E power lines would constitute a crime under California law.” The responses of the Attorney General were submitted on December 28, 2018, and the responses of the Utility, the USAO and the third-party monitor were submitted on December 31, 2018.

On January 3, 2019, the court issued a new order requiring that the Utility provide further information regarding the Atlas fire.

the court noted that “\[t\]his order postpones the question of the adequacy of PG&E’s response” to Question 4 of the November 27 Order.

On January 4, 2019, the court issued another order requiring that the Utility provide “with respect to each of the eighteen October 2017 Northern California wildfires that \[Cal Fire\] has attributed to \[the Utility’s\] facilities,” information regarding the wind conditions in the vicinity of each fire’s origin and information about the equipment allegedly involved in each fire’s ignition.

The responses of the Utility were submitted on January 10, 2019.

On January 9, 2019, the court ordered the Utility to appear in court on January 30, 2019, as a result of the court’s finding that “there is probable cause to believe there has been a violation of the conditions of supervision” with respect to reporting requirements related to the 2017 Honey fire.

In addition, on January 9, 2019, the court issued an order (the “January 9 Order”) proposing to add new conditions of probation that would require the Utility, among other things, to:

| | |

| --- | --- |

| • | prior to June 21, 2019, “re-inspect all of its electrical grid and remove or trim all trees that could fall onto its power lines, poles or equipment in high-wind conditions, . . . identify and fix all conductors that might swing together and arc due to slack and/or other circumstances under high-wind conditions\[,\] identify and fix damaged or weakened poles, transformers, fuses and other connectors \[and\] identify and fix any other condition anywhere in its grid similar to any condition that contributed to any previous wildfires”, |

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| --- | --- |

| • | “document the foregoing inspections and the work done and . . . rate each segment’s safety under various wind conditions” and |

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| --- | --- |

| • | at all times from and after June 21, 2019, “supply electricity only through those parts of its electrical grid it has determined to be safe under the wind conditions then prevailing.” |

The Utility was ordered to show cause by January 23, 2019 as to why the Utility’s conditions of probation should not be modified as proposed.

The Utility's response was submitted on January 23, 2019.

The court requested that Cal Fire file a public statement, and invited the CPUC to comment, by January 25, 2019.

On January 30, 2019, the court found that the Utility had violated a condition of its probation with respect to reporting requirements related to the 2017 Honey fire.

The court issued an order stating that a sentencing hearing on the probation violation will be set at a later date.

Also on January 30, 2019, the court ordered the Utility to submit to the court on February 6, 2019 the 2019 Wildfire Safety Plan that the Utility was required to submit to the CPUC by February 6, 2019 in accordance with SB 901, and invited interested parties to comment on such plan by February 20, 2019.

In addition, on February 14, 2019, the court ordered the Utility to provide additional information, including on its vegetation clearance requirements.

The Utility submitted its response to the court on February 22, 2019.

As of February 24, 2019, to the Utility’s knowledge, no parties have submitted comments to the court on the 2019 Wildfire Safety Plan.

On November 29, 2018, the CPUC approved the PD in connection with this proceeding.

The decision directed the Utility to implement the recommendations set forth in the May 2017 consultant report no later than July 1, 2019, and to submit quarterly reports on the Utility's implementation status beginning in the fourth quarter of 2018.

On December 21, 2018, the CPUC issued a Scoping Memo and Ruling (the “Scoping Memo”) setting forth the scope to be addressed in the next phase of its ongoing investigation into whether the organizational culture and governance of PG&E Corporation and the Utility prioritize safety and adequately directs resources to promote accountability and achieve safety goals and standards (the “Safety Culture OII”).

The Scoping Memo provides that the CPUC “will examine \[PG&E’s\] current corporate governance, structure, and operations to determine if the utility is positioned to provide safe electrical and gas service, and will review alternatives to the current management and operational structures of providing electric and gas service in Northern California.”

In the Scoping Memo, the CPUC alleges that the Utility has had “serious safety problems with both its gas and electric operations for many years” and despite penalties and other remedial measures in connection with these problems, PG&E Corporation and the Utility have failed to develop “a comprehensive enterprise-wide approach to addressing safety.” The Scoping Memo outlines a number of proposals to address the CPUC’s concerns regarding PG&E Corporation’s and the Utility’s safety culture, including, but not limited to, (i) replacement of all or part of PG&E Corporation’s and the Utility’s existing boards of directors and corporate management, (ii) separating the Utility’s gas and electric distribution and transmission businesses into separate companies, (iii) reorganizing the Utility into regional subsidiaries based on regional distinctions, (iv) reconstituting the Utility as a publicly owned utility or utilities, (v) providing for entities other than the Utility to provide generation services and (vi) conditioning the Utility’s return on equity on safety performance.

The Scoping Memo does not propose penalties and states that this phase “is not a punitive phase.” The Utility submitted its background filing to the CPUC on January 16, 2019 and opening comments were filed on February 13, 2019.

MD&A.

On January 29, 2018, the CPUC modified the procedural schedule to allow more time for parties to better identify areas of agreement to reduce the number of issues that may require hearings.

| [added: |] For the Fiscal Year Ended December 31, [removed: 2017 |] [added: 2018] |

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

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

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

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

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

| [added: |] Accelerated filer ☐ | | Accelerated filer ☐ | [added: |]

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

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

Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, [removed: 2017,] [added: 2018,] the last business day of the most recently completed second fiscal quarter:

| PG&E Corporation common stock | [removed: $33,956] [added: $22,620] million |

| Common Stock outstanding as of February [removed: 1, 2018:] [added: 22, 2019:] | |

| Designated portions of the Joint Proxy Statement relating to the [removed: 2018] [added: 2019] Annual Meetings of Shareholders | Part III (Items 10, 11, 12, 13 and 14) |

[removed: [UNITS] [added: UNITS] OF [removed: MEASUREMENT](#UNITSOFMEASUREMENT)][added: MEASUREMENT]

[removed: [GLOSSARY](#GLOSSARY)][added: GLOSSARY]

[added: |] [Ratemaking [removed: Mechanisms](#RatemakingMechanisms)][added: Mechanisms](#sB7C2DBE4248DE3CDF04BDC0D645607D1) |]

[added: |] [Electric Utility [removed: Operations](#electutilops)][added: Operations](#s79E717E447A7131E5D70DC0D5E703768) |]

[added: |] [Natural Gas Utility [removed: Operations](#natgasutilops)][added: Operations](#sFF2B518B8F1A4A116680DC0D5E737637) |]

[removed: [Competition](#competition)][added: | [Competition](#s5AA151AEFF0DEFD8C746DC0D64CADA07) |]

[added: |] [Environmental [removed: Regulation](#enviroregs)][added: Regulation](#s2658DFC92D042C41390BDC0D64FC5EBB) |]

[added: |] [ITEM 1A. [added: RISK FACTORS](#s12803373C657B24A1C49DC0D651EA7EC) |]

[added: | [ITEM 1B.] UNRESOLVED STAFF [removed: COMMENTS](#ITEM1B.UNRESOLVEDSTAFFCOM)][added: COMMENTS](#s69E75BCB7FB73E99E60EDC0D6618C2F5) |]

[added: | [ITEM 3.] LEGAL [removed: PROCEEDINGS](#ITEM3.LEGALPROCEEDINGS)][added: PROCEEDINGS](#sB1812380FA5281C361A0DC0D66747AFD) |]

[added: | [ITEM 4.] MINE SAFETY [removed: DISCLOSURES](#item4minesafety)][added: DISCLOSURES](#s20ECB513B94B1CF65071DC0D669F6982) |]

[added: |] [EXECUTIVE OFFICERS OF THE [removed: REGISTRANTS](#executiveofficers)][added: REGISTRANTS](#s264F25D4104359A63654DC0D66BEC2C9) |]

[removed: Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities](#ITEM5.MarketforRegistrant)][added: | [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES](#sAB2F189461B219BD60F3DC0D67139009) |]

[added: | [ITEM 6.] SELECTED FINANCIAL [removed: DATA](#ITEM6.SELECTEDFINANCIALDA)][added: DATA](#s800F56FC5A04882651C5DC0D67449D5E) |]

[added: | [ITEM 7.] MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#ITEM7.MANAGEMENTSDISCUSSI)][added: OPERATIONS](#sA2C3DCF8F31EF9224932DC0D676A6C0D) |]

[removed: [OVERVIEW](#overview)][added: | [OVERVIEW](#s091EE6E55C455420EF58DC0D5E86DE10) |]

[added: |] [RESULTS OF [removed: OPERATIONS](#RESULTSOFOPERATIONS)][added: OPERATIONS](#s11E7583E9E8A503A5E10DC0D5E74C525) |]

[added: |] [LIQUIDITY AND FINANCIAL [removed: RESOURCES](#liquidity)][added: RESOURCES](#sE5A065D14E54AC1FA6CCDC0D5ED3D996) |]

[added: |] [CONTRACTUAL [removed: COMMITMENTS](#CONTRACTUALCOMMITMENTS)][added: COMMITMENTS](#sA3BE55E5016190BADBDBDC0D602930C7) |]

[added: |] [ENFORCEMENT AND LITIGATION [removed: MATTERS](#ENFORCEMENTANDLITIGATIONM)][added: MATTERS](#s6A73F904FE679C1A452CDC0D683F3E4E) |]

[added: |] [REGULATORY [removed: MATTERS](#REGULATORYMATTERS)][added: MATTERS](#sBAD7AB870AA0DE3B2181DC0D5EA2CD06) |]

[added: |] [LEGISLATIVE AND REGULATORY [removed: INITIATIVES](#LEGISLATIVEANDREGULATORYI)][added: INITIATIVES](#s7235D3BFC0C610993892DC0D68925F1A) |]

[added: |] [ENVIRONMENTAL [removed: MATTERS](#ENVIRONMENTALMATTERS)][added: MATTERS](#sD59297A3AB9D23B4BC45DC0D68B214C2) |]

[added: |] [RISK MANAGEMENT [removed: ACTIVITIES](#riskmanagementactivities)][added: ACTIVITIES](#s875FF8760126F5C5C665DC0D68E50F40) |]

[added: |] [CRITICAL ACCOUNTING [removed: POLICIES](#criticalaccountingpolicies)][added: POLICIES](#s5A5872B84613EF9E58C1DC0D6044AF4C) |]

[added: |] [NEW ACCOUNTING [removed: PRONOUNCEMENTS](#newaccountingpronouncements)][added: PRONOUNCEMENTS](#s4A7C02E9DB19A85AF00EDC0D6938CFBF) |]

[added: |] [FORWARD-LOOKING [removed: STATEMENTS](#FORWARD-LOOKINGSTATEMENTS)][added: STATEMENTS](#s9E6BCC3F1B52827A5768DC0D695C4E3E) |]

10-K 1 pge-123118x10k.htm 10-K

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| PG&E Corporation: | 527,561,429 shares |

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| [PART 1](#s4E0342B401E9AF075C0FDC0D63D118B8) |

| [ITEM 1. BUSINESS](#s5E62829FCA797827CE72DC0D64066086) |

10-K 1 form10k.htm FORM 10-K

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See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

| Emerging growth company ☐ | | Emerging growth company ☐ |

| PG&E Corporation: | 514,969,045 shares |

[PART I](#part1)

[ITEM 1.

BUSINESS](#ITEM1.BUSINESS)

[Regulatory and Enforcement Environment](#RegulatoryandEnforcementE)

RISK FACTORS](#ITEM1A.RISKFACTORS)

[ITEM 1B.

[ITEM 2.

PROPERTIES](#ITEM2.PROPERTIES)

[ITEM 3.

[ITEM 4.

[PART II](#PARTII)

[ITEM 5.

[ITEM 6.

[ITEM 7.

[ITEM 7A.

[ITEM 8.

[PG&E Corporation](#pgecorp)

[ITEM 9.

[ITEM 9A.

Other Information](#ITEM9B.OtherInformation)

[ITEM 10.

Executive Compensation](#ITEM11.ExecutiveCompensat)

[ITEM 12.

[ITEM 13.

[ITEM 14.

[PART IV](#PARTIV)

[ITEM 15.

Form 10-k summary](#ITEM16.Form10-ksummary)

| DIDF | Distribution Investment Deferral Framework |

| DOI | U.S. Department of the Interior |

| ORA | Office of Ratepayer Advocates |

| PHMSA | Pipeline and Hazardous Materials Safety Administration |

| PSEP | pipeline safety enhancement plan |

| Westinghouse | Westinghouse Electric Company, LLC |

The Utility owns or has obtained the right to occupy and/or use real property comprising the Utility's electricity and natural gas distribution facilities, [added: electric generation facilities,] natural gas gathering facilities and generation facilities, and natural gas and electricity transmission facilities, which are described in Item 1.

In total, the Utility occupies 11 million square feet of real property, including [removed: 9] [added: 8] million square feet owned by the Utility.

The Utility currently owns approximately [removed: 160,000] [added: 160,000,] acres of land, including approximately [removed: 132,000] [added: 131,000] acres of watershed lands.

In 2002 the Utility agreed to implement its [removed: “Land Conservation Commitment” (“LCC”)] [added: LCC] to permanently preserve the six “beneficial public values” on all the watershed lands through conservation easements or equivalent protections, as well as to make approximately 70,000 acres of the watershed lands available for donation to qualified organizations.

The following individuals serve as executive officers (1) of PG&E Corporation and/or the Utility, as of February [removed: 9, 2018.][added: 28, 2019.]

| Name | | Age | | [added: |] Positions Held Over Last Five Years | | Time in Position |

| | | | | [added: | Vice] President, [removed: Electric Operations] [added: Business Technology] | | [removed: August 17, 2015 to] September [removed: 15,] [added: 1,] 2015 [added: to August 31, 2018] |

| [added: Jesus Soto, Jr.] | | [added: 51] | | [added: | Senior Vice] President, Gas Operations | | [removed: August 17, 2015 to] September [removed: 15,] [added: 8,] 2015 [added: to present] |

| Jason P. Wells | | [removed: 40] [added: 41] | | [added: |] Senior Vice President and Chief Financial Officer, PG&E Corporation | | January 1, 2016 to present |

| | | | | [added: |] Vice President, Business Finance | | August 1, 2013 to December 31, 2015 |

| | | | | [added: |] Vice President, [removed: Finance] [added: Environmental] | | October 1, 2011 to [removed: July 31, 2013] [added: April 22, 2014] |

| [removed: John R. Simon] | | [removed: 53] | | [added: |] Executive Vice President and General Counsel, PG&E Corporation | | March 1, 2017 to [removed: present] [added: January 13, 2019] |

| | | | | [added: |] Executive Vice President, Corporate Services and Human Resources, PG&E Corporation | | August 17, 2015 to February 28, 2017 |

| | | | | [added: |] Senior Vice President, Human Resources, PG&E Corporation and Pacific Gas and Electric Company | | April 16, 2007 to August 16, 2015 |

| [removed: Karen A. Austin] [added: Kathleen B. Kay] | | 56 | | [added: |] Senior Vice President and Chief Information Officer | | [removed: June] [added: September] 1, [removed: 2011] [added: 2018] to present |

| Loraine M. Giammona | | [removed: 50] [added: 52] | | [added: |] Senior Vice President and Chief Customer Officer | | September 18, 2014 to present |

| | | | | [added: |] Vice President, Customer Service | | January 23, 2012 to September 17, 2014 |

| [removed: Patrick M. Hogan] [added: Michael A. Lewis] | | [removed: 54] [added: 56] | | [added: |] Senior Vice President, Electric Operations | | [removed: February 1, 2017] [added: January 8, 2019] to present |

| | | | | [added: |] Senior Vice President, [removed: Electric Transmission] [added: Human Resources, PG&E Corporation] and [removed: Distribution] [added: Pacific Gas and Electric Company] | | [removed: March] [added: June] 1, 2016 to January 31, 2017 |

| | | | | [added: | Senior] Vice President, [removed: Electric Operations, Asset Management] [added: Engineering, Construction and Operations] | | [removed: November 18,] [added: September 16,] 2013 to September [removed: 7,] [added: 8,] 2015 |

| Julie M. Kane | | [removed: 59] [added: 60] | | [added: |] Senior Vice President, Chief Ethics and Compliance Officer, and Deputy General Counsel, PG&E Corporation and Pacific Gas and Electric Company | | March 21, 2017 to present |

| | | | | [added: |] Senior Vice President and Chief Ethics and Compliance Officer, PG&E Corporation and Pacific Gas and Electric Company | | May 18, 2015 to March 20, 2017 |

| | | | | [added: |] Vice President, General Counsel and Compliance Officer, North America, Avon Products, Inc. | | September 30, 2013 to March 31, 2015 |

| | | | | [added: |] Vice President, Ethics and Compliance, Novartis Corporation | | January 1, 2010 to August 31, 2015 |

| [removed: Steven E. Malnight] | | [removed: 45] | | [added: |] Senior Vice President, Strategy and Policy, PG&E Corporation and Pacific Gas and Electric Company | | March 1, 2017 to [removed: present] [added: August 31, 2018] |

| | | | | [added: |] Senior Vice President, Regulatory Affairs | | September 18, 2014 to February 28, 2017 |

| | | | | [added: |] Vice President, Customer Energy Solutions | | May 15, 2011 to September 17, 2014 |

| Dinyar B. Mistry | | [removed: 56] [added: 57] | | [added: |] Senior Vice President, Human Resources and Chief Diversity Officer, PG&E Corporation and Pacific Gas and Electric Company | | February 1, 2017 to present |

| [added: Janet C. Loduca] | | [added: 51] | | [added: |] Senior Vice [removed: President, Human Resources,] [added: President and Interim General Counsel,] PG&E Corporation and Pacific Gas and Electric Company | | [removed: June 1, 2016 to] January [removed: 31, 2017] [added: 13, 2019 to present] |

| | | | | [added: |] Senior Vice President, Human Resources, Chief Financial Officer, and Controller | | March 1, 2016 to May 31, 2016 |

| | | | | [added: |] Senior Vice President, Human Resources and Controller, PG&E Corporation | | March 1, 2016 to May 31, 2016 |

| | | | | [added: |] Vice President, Chief Financial Officer, and Controller | | October 1, 2011 to February 28, 2016 |

| | | | | [added: |] Vice President and Controller, PG&E Corporation | | March 8, 2010 to February 28, 2016 |

| Fong Wan | | [removed: 56] [added: 57] | | [added: |] Senior Vice President, Energy Policy and Procurement, Pacific Gas and Electric Company | | September 8, 2015 to present |

| | | | | [added: |] Senior Vice President, Energy Procurement | | October 1, 2008 to September 8, 2015 |

| David S. Thomason | | [removed: 42] [added: 43] | | [added: |] Vice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company | | June 1, 2016 to present |

| | | | | [added: |] Vice President and Controller, PG&E Corporation | | June 1, 2016 to present |

| | | | | [added: |] Senior Director, Financial Forecasting and Analysis | | March 2, 2015 to May 31, 2016 |

| | | | | [added: |] Senior Director, Corporate Accounting | | March 2, 2014 to March 1, 2015 |

| | | | | [added: |] Senior Director, Financial Forecasting and Analysis | | September 1, 2012 to March 1, 2014 |

(1) [removed: Ms. Williams,] Mr. [removed: Stavropoulos,] [added: Simon,] Mr. Wells, [removed: Mr. Simon,] Ms. Kane, Mr. [removed: Malnight] [added: Lewis, Ms. Loduca, Mr. Malnight, Mr. Mistry,] and Mr. [removed: Mistry] [added: Soto] are executive officers of both PG&E Corporation and the Utility.

[removed: #] PART II

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| John R. Simon | | 54 | | | Interim Chief Executive Officer, PG&E Corporation | | January 13, 2019 to present |

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| | | | | | Senior Vice President, Application Services, SunTrust Bank, Inc. | | September 2012 to May 2015 |

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| | | | | | Vice President, Electric Distribution Operations | | August 1, 2018 to January 7, 2019 |

| | | | | | Senior Vice President and Chief Distribution Officer, Duke Energy | | September 2016 to August 2018 |

| | | | | | Senior Vice President and Chief Transmission Officer, Duke Energy | | January 2015 to August 2016 |

| | | | | | Senior Vice President, Energy Delivery, Progress Energy Florida | | January 2008 to December 2014 |

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| | | | | | Senior Vice President and Deputy General Counsel | | December 1, 2018 to January 13, 2019 |

| | | | | | Vice President and Deputy General Counsel | | March 1, 2017 to November 30, 2018 |

| | | | | | Vice President, Investor Relations, PG&E Corporation | | January 1, 2015 to February 28, 2017 |

| | | | | | Vice President, Safety, Health, and Environment | | April 23, 2014 to December 31, 2014 |

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| Steven E. Malnight | | 46 | | | Senior Vice President, Energy Supply and Policy | | September 1, 2018 to present |

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| Geisha J. Williams | | 56 | | Chief Executive Officer and President, PG&E Corporation | | March 1, 2017 to present |

| | | | | President, Electric | | September 15, 2015 to February 28, 2017 |

| | | | | Executive Vice President, Electric Operations | | June 1, 2011 to August 16, 2015 |

| Nickolas Stavropoulos | | 59 | | President and Chief Operating Officer | | March 1, 2017 to present |

| | | | | President, Gas | | September 15, 2015 to February 28, 2017 |

| | | | | Executive Vice President, Gas Operations | | June 13, 2011 to August 16, 2015 |

| | | | | Vice President, Electric Strategy and Asset Management | | September 8, 2015 to February 29, 2016 |

| | | | | Senior Vice President, Transmission and Distribution Engineering and Design, BC Hydro | | October 2011 to November 2013 |

| Jesus Soto, Jr. | | 50 | | Senior Vice President, Gas Operations | | September 8, 2015 to present |

| | | | | Senior Vice President, Engineering, Construction and Operations | | September 16, 2013 to September 8, 2015 |

| | | | | Senior Vice President, Gas Transmission Operations | | May 29, 2012 to September 15, 2013 |

As of February [removed: 1, 2018,] [added: 22, 2019,] there were [removed: 53,878] [added: 49,939] holders of record of PG&E Corporation common stock.

Information about the frequency and amount of dividends on common stock declared by PG&E Corporation and the Utility for the two most recent fiscal years and information about the restrictions upon the payment of dividends on their common stock appears in “Liquidity and Financial Resources [removed: –] [added: -] Dividends” in Item 7.

PG&E Corporation made equity contributions to the Utility totaling [removed: $50] [added: $45] million during the quarter ended December 31, [removed: 2017.][added: 2018.]

PG&E Corporation did not make any sales of unregistered equity securities during [removed: 2017] [added: 2018] in reliance on an exemption from registration under the Securities Act of 1933, as amended.

During the quarter ended December 31, [removed: 2017,] [added: 2018,] PG&E Corporation did not redeem or repurchase any shares of common stock outstanding.

Also, during the quarter ended December 31, [removed: 2017,] [added: 2018,] the Utility did not redeem or repurchase any shares of its various series of preferred stock outstanding.

The high and low closing prices of PG&E Corporation common stock for each quarter of the two most recent fiscal years are set forth in the table entitled “Quarterly Consolidated Financial Data (Unaudited)” which appears after the Notes to the Consolidated Financial Statements in Item 8.

| (in millions, except per share amounts) | [added: 2018 | | | |] 2017 | | | [added: |] 2016 | | | [removed: 2015] | [added: 2015] | | [removed: 2014] | | [added: 2014] | [removed: 2013] | |

| PG&E Corporation | | | | | | | | | | | | | | | [added: | | | | |]

| For the Year | | | | | | | | | | | | | | | [added: | | | | |]

| Operating revenues | $ | [added: 16,759 | | | $ |] 17,135 | | [added: |] $ | 17,666 | | [added: |] $ | 16,833 | | [added: |] $ | 17,090 | | [removed: $ | 15,598 |]

| Operating income [added: (loss)] | [added: (9,700] | [added: | ) | |] 2,956 | | | [added: |] 2,177 | | | [added: |] 1,508 | | | [removed: 2,450] | [added: 2,450] | | [removed: 1,762] |

| Net income [added: (loss)] | [added: (6,837] | [added: | ) | |] 1,660 | | | [added: |] 1,407 | | | [added: |] 888 | | | [removed: 1,450] | [added: 1,450] | | [removed: 828] |

| Net earnings [added: (loss)] per common share, basic (1) | [added: (13.25] | [added: | ) | |] 3.21 | | | [added: |] 2.79 | | | [added: |] 1.81 | | | [removed: 3.07] | [added: 3.07] | | [removed: 1.83] |

| Net earnings [added: (loss)] per common share, diluted | [added: (13.25] | [added: | ) | |] 3.21 | | | [added: |] 2.78 | | | [added: |] 1.79 | | | [removed: 3.06] | [added: 3.06] | | [removed: 1.83] |

| Dividends declared per common share (2) | [added: —] | [added: | | |] 1.55 | | | [added: |] 1.93 | | | [added: |] 1.82 | | | [removed: 1.82] | [added: 1.82] | | [removed: 1.82] |

| At Year-End | | | | | | | | | | | | | | | [added: | | | | |]

| Common stock price per share | $ | [added: 23.75 | | | $ |] 44.83 | | [added: |] $ | 60.77 | | [added: |] $ | 53.19 | | [added: |] $ | 53.24 | | [removed: $ | 40.28 |]

| Total assets [added: (3)] | [added: 76,995] | [added: | | |] 68,012 | | | [added: |] 68,598 | | | [added: |] 63,234 | | | [removed: 60,228] | [added: 60,228] | | [removed: 55,693] |

| Long-term debt (excluding current portion) | [added: —] | [added: | | |] 17,753 | | | [added: |] 16,220 | | | [added: |] 15,925 | | | [removed: 15,151] | [added: 15,151] | | [removed: 12,805] |

| Capital lease obligations (excluding current portion) (3) | [added: 9] | [added: | | |] 18 | | | [added: |] 31 | | | [added: |] 49 | | | [removed: 69] | [added: 69] | | [removed: 90] |

| Pacific Gas and Electric Company | | | | | | | | | | | | | | | [added: | | | | |]

| Operating revenues | $ | [added: 16,760 | | | $ |] 17,138 | | [added: |] $ | 17,667 | | [added: |] $ | 16,833 | | [added: |] $ | 17,088 | | [removed: $ | 15,593 |]

| Operating income [added: (loss)] | [added: (9,699] | [added: | ) | |] 2,900 | | | [added: |] 2,181 | | | [added: |] 1,511 | | | [removed: 2,452] | [added: 2,452] | | [removed: 1,790] |

| Income [added: (loss)] available for common stock | [added: (6,832] | [added: | ) | |] 1,677 | | | [added: |] 1,388 | | | [added: |] 848 | | | [removed: 1,419] | [added: 1,419] | | [removed: 852] |

| Total assets | [added: 76,471] | [added: | | |] 67,884 | | | [added: |] 68,374 | | | [added: |] 63,037 | | | [removed: 59,964] | [added: 59,964] | | [removed: 55,137] |

| Long-term debt (excluding current portion) | [added: —] | [added: | | |] 17,403 | | | [added: |] 15,872 | | | [added: |] 15,577 | | | [removed: 14,799] | [added: 14,799] | | [removed: 12,805] |

MD&A and in PG&E Corporation’s Consolidated Statements of Equity, the Utility’s Consolidated Statements of Shareholders’ Equity, and Note 5 [added: of the Notes to the Consolidated Financial Statements] in Item 8.

(3) The capital lease obligations amounts are included in noncurrent liabilities [removed: –] [added: --] other in [removed: PG&E Corporation’s] [added: PG&E's Corporation's] and the [removed: Utility’s] [added: Utility's] Consolidated Balance Sheets.

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| For the Year | | | | | | | | | | | | | | | | | | | |

| At Year-End | | | | | | | | | | | | | | | | | | | |

| Capital lease obligations (excluding current portion) (3) | 9 | | | | 18 | | | | 31 | | | | 49 | | | | 69 | | |

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| | Year ended December 31, | | | | | | | | [added: | | |]

| | [removed: 2017] [added: 2018] | | | [removed: 2016] | [added: 2017] | | [removed: 2015] | | [added: 2016 | | |]

| Operating Revenues | | | | | | | | | [added: | | |]

| Electric | $ | [removed: 13,124] [added: 12,713] | | [added: |] $ | [removed: 13,864] [added: 13,124] | | [added: |] $ | [removed: 13,657] [added: 13,864] | [added: |]

| Natural gas | [added: 4,046] | [added: | | |] 4,011 | | | [removed: 3,802] | [added: 3,802] | | [removed: 3,176] |

| Total operating revenues | [added: 16,759] | [added: | | |] 17,135 | | | [removed: 17,666] | [added: 17,666] | | [removed: 16,833] |

| Operating Expenses | | | | | | | | | [added: | | |]

| Cost of electricity | [added: 3,828] | [added: | | |] 4,309 | | | [removed: 4,765] | [added: 4,765] | | [removed: 5,099] |

| Cost of natural gas | [added: 671] | [added: | | |] 746 | | | [removed: 615] | [added: 615] | | [removed: 663] |

| Depreciation, amortization, and decommissioning | [added: 3,036] | [added: | | |] 2,854 | | | [removed: 2,755] | [added: 2,755] | | [removed: 2,612] |

| Interest income | [added: 76] | [added: | | |] 31 | | | [removed: 23] | [added: 23] | | [removed: 9] |

| Interest expense | [added: (929] | [removed: (888)] | [added: )] | | [removed: (829)] [added: (888] | | [added: )] | [removed: (773)] | [added: (829 | | ) |]

| Other income, net | [added: 424] | [removed: 72] | | | [removed: 91] [added: 123] | | | [removed: 117] | [added: 188 | | |]

| Income [added: (Loss)] Before Income Taxes | [added: (10,129] | [added: | ) | |] 2,171 | | | [removed: 1,462] | [added: 1,462] | | [removed: 861] |

| Income tax provision (benefit) | [added: (3,292] | [added: | ) | |] 511 | | | [removed: 55] | [added: 55] | | [removed: (27)] |

| Net [removed: Income] [added: income] | [added: —] | [removed: 1,660] | | [added: —] | [added: | | |] 1,407 | | | [removed: 888] | [added: — | | | | 1,407 | | | | — | | | | 1,407 | | |]

| Preferred stock dividend requirement of subsidiary | [removed: |] 14 | | | [added: |] 14 | | | [added: |] 14 | [added: | |]

| Income [removed: Available] [added: available] for [removed: Common Shareholders] [added: common shareholders] | $ | [removed: 1,646] [added: (6,851] | [added: )] | [added: |] $ | [removed: 1,393] [added: 1,646] | | [added: |] $ | [removed: 874] [added: 1,393] | [added: |]

| Weighted Average Common Shares Outstanding, Basic | [added: 517] | [added: | | |] 512 | | | [removed: 499] | [added: 499] | | [removed: 484] |

| Weighted Average Common Shares Outstanding, Diluted | [added: 517] | [added: | | |] 513 | | | [removed: 501] | [added: 501] | | [removed: 487] |

| Net Earnings [added: (Loss)] Per Common Share, Basic | $ | [removed: 3.21] [added: (13.25] | [added: )] | [added: |] $ | [removed: 2.79] [added: 3.21] | | [added: |] $ | [removed: 1.81] [added: 2.79] | [added: |]

| Net Earnings [added: (Loss)] Per Common Share, Diluted | $ | [removed: 3.21] [added: (13.25] | [added: )] | [added: |] $ | [removed: 2.78] [added: 3.21] | | [added: |] $ | [removed: 1.79] [added: 2.78] | [added: |]

[removed: |] See accompanying Notes to the Consolidated Financial Statements. [removed: | | | | | | | | |]

| Net [removed: Income] [added: income] | [removed: $] [added: —] | [added: | | — | | | |] 1,660 | | [removed: $] | [removed: 1,407] | [added: —] | [removed: $] | [removed: 888] | [added: | 1,660 | | | | — | | | | 1,660 | | |]

| Other Comprehensive Income | | | | | | | | | [added: | | |]

| Pension and other postretirement benefit plans obligations [added: (net of taxes of $2, $0, and $1, at respective dates)] | [added: 4] | | | | [added: 1] | | | | [added: (2 | | ) |]

| [added: Pension and other postretirement benefit plans obligations] (net of taxes of [removed: $0, $1,] [added: $2, $3,] and [removed: $0,] [added: $1,] at respective dates) | [added: (5] | [removed: 1] | [added: )] | | [removed: (2)] [added: 4] | | | [removed: (1)] | [added: (1 | | ) |]

| Total other comprehensive income (loss) | [added: 4] | [added: | | |] 1 | | | [removed: (2)] | [added: (2] | | [removed: (18)] [added: )] |

| Comprehensive Income [added: (Loss)] | [added: (6,833] | [added: | ) | |] 1,661 | | | [removed: 1,405] | [added: 1,405] | | [removed: 870] |