PG&E (PCG) 10-K risk factor changes: FY2023 vs FY2022

MD&A and the Consolidated Financial Statements and related notes in Part II, Item 8, “Financial Statements and Supplementary Data” of this [removed: 2022] [added: 2023] Form 10-K.

- [The extent to which the Wildfire Fund and revised recoverability standard under AB 1054 effectively mitigate the risk of liability for damages arising from catastrophic [removed: wildfires;](#i2fb874573a664981961dca676c3cc355_67)][added: wildfires;](#i32e2d2ccf1d242e3b017b10015d2547a_73)]

- [The 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 [removed: Mosquito](#i2fb874573a664981961dca676c3cc355_70) [fire](#i2fb874573a664981961dca676c3cc355_70)[,](#i2fb874573a664981961dca676c3cc355_70) [or] [added: Mosquito fire, or] future [removed: wildfires;](#i2fb874573a664981961dca676c3cc355_70)][added: wildfires;](#i32e2d2ccf1d242e3b017b10015d2547a_76)]

- [Recovery of excess costs in connection with wildfires; [removed: and](#i2fb874573a664981961dca676c3cc355_73)][added: and](#i32e2d2ccf1d242e3b017b10015d2547a_79)]

- [Implementation of wildfire mitigation [removed: initiatives.](#i2fb874573a664981961dca676c3cc355_76)][added: initiatives.](#i32e2d2ccf1d242e3b017b10015d2547a_82)]

- [The hazardous nature of the Utility’s electricity and natural gas [removed: operations;](#i2fb874573a664981961dca676c3cc355_82)][added: operations;](#i32e2d2ccf1d242e3b017b10015d2547a_88)]

- [Changes in the electric power [removed: and gas industries;](#i2fb874573a664981961dca676c3cc355_88)][added: and](#i32e2d2ccf1d242e3b017b10015d2547a_91) [nat](#i32e2d2ccf1d242e3b017b10015d2547a_91)[ural](#i32e2d2ccf1d242e3b017b10015d2547a_91) [gas industries;](#i32e2d2ccf1d242e3b017b10015d2547a_91)]

- [A cyber incident, [removed: cyber security breach, severe natural event or] [added: cybersecurity breach](#i32e2d2ccf1d242e3b017b10015d2547a_94)[,](#i32e2d2ccf1d242e3b017b10015d2547a_94) [or] physical [removed: attack;](#i2fb874573a664981961dca676c3cc355_91)][added: attack;](#i32e2d2ccf1d242e3b017b10015d2547a_94)]

- [The operation and decommissioning of the Utility’s nuclear generation facilities; [removed: and](#i2fb874573a664981961dca676c3cc355_94)][added: and](#i32e2d2ccf1d242e3b017b10015d2547a_97)]

- [Attracting and retaining specialty [removed: personnel.](#i2fb874573a664981961dca676c3cc355_163)][added: personnel.](#i32e2d2ccf1d242e3b017b10015d2547a_100)]

- [Severe [removed: weather conditions,] [added: weather](#i32e2d2ccf1d242e3b017b10015d2547a_106) [events](#i32e2d2ccf1d242e3b017b10015d2547a_106)[,] extended drought and climate change and events resulting from these conditions (including wildfires); [removed: and](#i2fb874573a664981961dca676c3cc355_100)][added: and](#i32e2d2ccf1d242e3b017b10015d2547a_106)]

- [Extensive environmental [removed: laws.](#i2fb874573a664981961dca676c3cc355_103)][added: laws.](#i32e2d2ccf1d242e3b017b10015d2547a_109)]

- [The Enhanced Oversight and Enforcement [removed: Process;](#i2fb874573a664981961dca676c3cc355_109)][added: Process;](#i32e2d2ccf1d242e3b017b10015d2547a_115)]

- [Legislative and regulatory [removed: developments;](#i2fb874573a664981961dca676c3cc355_112)][added: developments;](#i32e2d2ccf1d242e3b017b10015d2547a_118)]

- [Outcomes of enforcement proceedings in connection with extensive regulations to which the Utility is [removed: subject; and](#i2fb874573a664981961dca676c3cc355_115)][added: subject;](#i32e2d2ccf1d242e3b017b10015d2547a_121)]

- [Outcomes of regulatory and ratemaking proceedings and the Utility’s ability to manage its [removed: costs.](#i2fb874573a664981961dca676c3cc355_118)][added: cost](#i32e2d2ccf1d242e3b017b10015d2547a_124)[s; and](#i32e2d2ccf1d242e3b017b10015d2547a_124)]

- [PG&E Corporation’s and the Utility’s substantial [removed: indebtedness;](#i2fb874573a664981961dca676c3cc355_124)][added: indebtedness;](#i32e2d2ccf1d242e3b017b10015d2547a_133)]

- [Restrictions in indebtedness [removed: documents;](#i2fb874573a664981961dca676c3cc355_127)][added: documents;](#i32e2d2ccf1d242e3b017b10015d2547a_136)]

- [Potential additional dilution to holders of PG&E Corporation common [removed: stock;](#i2fb874573a664981961dca676c3cc355_133)][added: stock;](#i32e2d2ccf1d242e3b017b10015d2547a_142)]

- [Ownership and transfer restrictions associated with PG&E Corporation common [removed: stock;](#i2fb874573a664981961dca676c3cc355_139)][added: stock;](#i32e2d2ccf1d242e3b017b10015d2547a_148)]

- [The inability of PG&E Corporation to use some or all of its net operating loss carryforwards and other tax attributes to offset future [removed: income;](#i2fb874573a664981961dca676c3cc355_3931)][added: income;](#i32e2d2ccf1d242e3b017b10015d2547a_154)]

- [PG&E Corporation’s reliance on dividends, distributions and other payments from the [removed: Utility;](#i2fb874573a664981961dca676c3cc355_148)][added: Utility;](#i32e2d2ccf1d242e3b017b10015d2547a_160)]

- [Restrictions on [removed: shareholders](#i2fb874573a664981961dca676c3cc355_151)[’](#i2fb874573a664981961dca676c3cc355_151) [ability] [added: shareholders’ ability] to change the direction or management of PG&E [removed: Corporation;](#i2fb874573a664981961dca676c3cc355_151)][added: Corporation;](#i32e2d2ccf1d242e3b017b10015d2547a_163)]

For more information on the disallowance cap, see Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.

The costs of participating in the Wildfire Fund are expected to exceed $6.7 billion over the [removed: anticipated] ten-year contribution period for the fund.

In addition, there could also be a significant delay between the occurrence of a wildfire and the timing on which the Utility recognizes impairment for the reduction in future [removed: coverage,] [added: coverage] due to the lack of data available to the Utility following a catastrophic event, especially if the wildfire occurs in the service area of another participating electric utility.

Participation in the Wildfire Fund is expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, and [removed: there can be no assurance that] the benefits of participating in the Wildfire Fund [added: may not] ultimately outweigh these substantial costs.

[removed: Although] PG&E [removed: Corporation] [added: Corporation’s] and the [removed: Utility have] [added: Utility’s] recorded liabilities for probable losses in connection with these [removed: fires, these liability estimates] [added: fires] correspond to the lower end of the range of reasonably estimable [removed: losses,] [added: losses unless there is a better estimate,] do not include several categories of potential damages that are not reasonably estimable, and are subject to change based on new information.

[removed: Although there are a number of unknown facts surrounding Cal Fire’s causation determinations of the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, and the 2022 Mosquito fire, the] [added: The] Utility could be subject to significant liability in excess of recoveries that would be expected to have a material impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

PG&E Corporation and the Utility [added: have been the subject of investigations, regulatory enforcement actions, or criminal proceedings in connection with wildfires and] could be the subject of additional investigations, [removed: lawsuits, or] [added: regulatory] enforcement [removed: actions] [added: actions, or criminal proceedings] in connection with the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or other wildfires.

Under California law (including Penal Code section 1202.4), if the Utility were convicted of any [removed: of the charges,] [added: charges in connection with a wildfire,] the sentencing court must order the Utility to “make restitution to the victim or victims in an amount established by court order” that is “sufficient to fully reimburse the victim or victims for every determined economic loss incurred as the result of” the Utility’s underlying conduct, in addition to interest and the victim’s or victims’ attorneys’ fees.

[removed: While the] [added: The] Utility continues to dispute the applicability of inverse condemnation to the Utility, [removed: there can be no assurance that] [added: but] the Utility [removed: will] [added: may not] be successful in challenging the applicability of inverse condemnation in the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, the 2022 Mosquito fire, or other litigation against PG&E Corporation or the Utility.

[removed: Despite] [added: The Utility’s] significant [removed: investment in mitigation measures to improve] infrastructure [added: investment, vegetation management,] and [removed: manage vegetation, as well as implementation of] de-energization [removed: strategies, the Utility may] [added: strategies do] not [removed: be successful in mitigating the] [added: eliminate wildfire] risk [removed: of] [added: and may not prevent] future wildfires.

In addition, wildfires have had and could continue to have (as a result of any future wildfires) adverse consequences on the Utility’s proceedings with the CPUC [removed: (including the Safety Culture OII)] and the FERC, and future regulatory proceedings, including future applications with the OEIS for the safety certification required by AB 1054.

For more information about the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, and the 2022 Mosquito fire, see Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.

[removed: There can be no assurance that the] [added: The] Utility [removed: will] [added: may not] be allowed to recover costs in excess of insurance or amounts potentially available under the Wildfire Fund under AB 1054 in the future either through FERC TO rates or as costs recorded to the WEMA, even if a court decision were to determine that the Utility is liable as a result of the application of the doctrine of inverse condemnation.

For more information on wildfire recovery risk, see “The Wildfire Fund and other provisions of AB 1054 may not effectively mitigate the risk of liability for damages arising from catastrophic wildfires” above and Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.

For example, the Utility may not be able to effectively implement its WMPs if it experiences unanticipated difficulties relative to sourcing, engaging, training, overseeing, [removed: and] [added: or] retaining contract workers it needs to fulfill its mitigation obligations under the WMPs.

See “Electric Utility Operations” and “Natural Gas Utility Operations” in Item [removed: 1.][added: 1 above.]

For more information, see “The operation and decommissioning of the Utility’s nuclear generation facilities expose it to potentially significant [removed: liabilities] [added: liabilities,] and the Utility may not be able to fully recover its costs if regulatory requirements or operating conditions change or the facilities cease operations before the licenses expire” below.

- [Municipalization](#i32e2d2ccf1d242e3b017b10015d2547a_127)[.](#i32e2d2ccf1d242e3b017b10015d2547a_127)

- [Increased customer rates;](#i32e2d2ccf1d242e3b017b10015d2547a_169)

- [T](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[h](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[e Utility](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[’](#i32e2d2ccf1d242e3b017b10015d2547a_4045)[s ability to manage its costs effectively; and](#i32e2d2ccf1d242e3b017b10015d2547a_4045)

- [Inflation](#i32e2d2ccf1d242e3b017b10015d2547a_172) [and supply chain](#i32e2d2ccf1d242e3b017b10015d2547a_172) [issues](#i32e2d2ccf1d242e3b017b10015d2547a_172)[.](#i32e2d2ccf1d242e3b017b10015d2547a_172)

The Utility’s wildfire mitigation initiatives may not be successful or effective in preventing or reducing wildfire-related losses.

Wildfires can occur even when the Utility follows its procedures.

These developments will require further modernization of the electric distribution grid to, among other things, accommodate increasing two-way flows of electricity and increase the grid’s capacity to interconnect these resources.

A substantial reduction in natural gas as an energy source in California without adequate and appropriate recovery of investments could result in impairment of the Utility’s natural gas infrastructure assets if they were not permitted to be repurposed for alternative fuels, were required to be depreciated on an accelerated basis, or were to become stranded.

Nationally, there has been an increase in physical attacks on substations.

Physical attacks targeting the Utility’s physical assets or personnel could cause damage, disrupt operations, or cause injuries.

Cyber attacks targeting utility systems are significant and are continuing to increase in sophistication, magnitude, and frequency.

PG&E Corporation and the Utility face various cybersecurity threats, including attempts to gain unauthorized access to their systems and networks, denial-of-service attacks, threats to their information technology infrastructure, ransomware and phishing attacks, and attempts to gain unauthorized access to confidential or sensitive information about the Utility, customers and employees.

These threats come from a variety of highly organized actors, including nation-state actors.

For more information, see Item 1C.

Cybersecurity.

Precipitation patterns in California vary significantly from year to year, often leading to periods of severe to extreme drought.

The Utility develops its capital plans based on forecasts, including those around load growth, gas system planning, and transportation electrification, which assume that California continues to pursue consistent environmental policies.

If the federal government withdraws its support for grid modernization or prohibits California from pursuing its environmental policies, or if California changes its policies, PG&E Corporation and the Utility may be unable to meet their environmental and financial goals.

In addition, third parties may attempt to bypass the Utility’s existing electric infrastructure system to provide retail electric service to discrete geographic areas or specific customers.

Although the Utility is generally entitled to seek recovery of its cost of capital, because such requests are subject to CPUC review, the Utility may not successfully recover its cost of capital.

Even when cost recovery is granted, the timing of such recovery will generally not occur until after the costs are required to be paid.

The Utility may be unable to manage its costs effectively.

The Utility has set a goal to increase its capital investments to meet safety and climate goals, while also achieving operating cost savings.

The Utility’s ability to achieve such savings depends, in part, on whether the Utility can improve the planning and execution of its work by continuing to implement the Lean operating system.

Even if the Utility is able to reduce some costs, other emerging priorities, such as emergency response, public purpose programs, wildfire mitigation initiatives, or California’s clean energy transition, could require it to reinvest those savings.

The CPUC considers affordability as it adjudicates the Utility’s rate cases, and concerns about affordability could cause the CPUC to approve lesser amounts in the Utility’s ratemaking or cost recovery proceedings.

Additionally, the Bay Area Air Quality Management District has adopted rules that restrict the sale of gas space and water heating appliances, and the CARB is considering similar rules.

If other jurisdictions also adopt similar rules, reduced gas demand could accelerate customers replacing natural gas appliances with electric appliances.

Inflation and supply chain issues may adversely affect PG&E Corporation and the Utility.

- [Appeals of the Confirmation Order;](#i2fb874573a664981961dca676c3cc355_130)

- [Any substantial sale of stock by existing stockholders;](#i2fb874573a664981961dca676c3cc355_136)

- [Tax-related risks and uncertainties, including the grantor trust election for the Fire Victim Trust;](#i2fb874573a664981961dca676c3cc355_142)

- [Restrictions on PG&E Corporation’s and the Utility’s ability to issue dividends;](#i2fb874573a664981961dca676c3cc355_145)

- [The COVID-19 pandemic;](#i2fb874573a664981961dca676c3cc355_154)

- [Increased customer rates; and](#i2fb874573a664981961dca676c3cc355_157)

- [Inflation.](#i2fb874573a664981961dca676c3cc355_3899)

PG&E Corporation and the Utility have also received and have responded or are responding to document, data, and other information requests from the CPUC’s SED, the DOJ, and law enforcement agencies that are investigating these wildfires.

Criminal charges have been filed against the Utility in connection with the 2020 Zogg fire.

If convicted of any of the charges, the Utility currently believes that its total losses associated with the 2020 Zogg fire could materially exceed the accrued estimated liabilities that PG&E Corporation and the Utility have recorded to reflect the lower end of the range of the reasonably estimable range of losses.

The Utility is unable to determine a reasonable estimate of the amount of such additional losses.

The Utility does not expect that any of its liability insurance would be available to cover restitution payments ordered by the court presiding over the criminal proceeding.

Although the Utility spends significant resources on initiatives designed to mitigate wildfire risks, there is no assurance that these initiatives will be successful or effective in reducing wildfire-related losses.

There can be no assurance that the Utility’s wildfire mitigation initiatives will be effective.

The PSPS program has been subject to significant scrutiny and criticism by various stakeholders, including customers, regulators, and lawmakers.

The Utility also is the subject of a class action litigation in connection with the 2019 PSPS events.

above.

Private and public entities, such as the North American Electric Reliability Corporation, and the U.S. federal government, including the Departments of Defense, Homeland Security and Energy, and the White House, have noted that cyber-attacks targeting utility systems are increasing in sophistication, magnitude, and frequency.

The Utility’s operational networks also may face new cyber security risks due to modernizing and interconnecting the existing infrastructure with new technologies and control systems.

None of these breaches or attempts has individually or in the aggregate resulted in a security incident with a material effect on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows.

The Utility maintains cyber liability insurance that covers certain damages caused by cyber incidents.

If the Utility’s actual decommissioning costs, including the amounts held in the nuclear decommissioning trusts, exceed estimated costs, PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows could be materially affected.

As of December 31, 2022, more than 81% of California is experiencing severe to extreme drought.

See “Rising rates for the Utility’s customers could result in circumstances in which the Utility is unable to fully recover costs or earn its authorized ROE” below.

See “Environmental Regulation” in Item 1.

The State of California announced enacted regulations in August 2020 and March 2021 which provide guidance on the requirements of the CCPA.

MD&A) and other matters that the CPUC’s SED may be investigating.

Parties have appealed the Confirmation Order.

Following entry of the Confirmation Order confirming the Plan, certain parties filed notices of appeal with respect to the Confirmation Order.

While a number of such appeals have been dismissed, there can be no assurance that any of the remaining appeals will not be successful and, if successful, that any such appeal would not have a material adverse effect on PG&E Corporation and the Utility.

See Note 2 of the Notes to the Consolidated Financial Statements in Item 8.

Any substantial sale of stock by existing stockholders could depress the market value of PG&E Corporation’s common stock, thereby devaluing the market price.

Certain stockholders, including the Fire Victim Trust, received a large number of shares in the Chapter 11 Cases and may continue to hold shares of PG&E Corporation.

PG&E Corporation can make no prediction as to the effect, if any, that sales of shares, or the availability of shares for future sale, will have on the prevailing market price of shares of PG&E Corporation common stock.

Sales of substantial amounts of shares of common stock in the public market, or the perception that such sales could occur, could depress prevailing market prices for such shares.

Such sales may also make it more difficult for PG&E Corporation to sell equity securities or equity-linked securities in the future at a time and price which it deems appropriate.

PG&E Corporation may also sell additional shares of common stock in subsequent offerings or issue additional shares of common stock or securities convertible into shares of PG&E Corporation common stock.

The issuance of any shares of PG&E Corporation common stock in future financings, acquisitions upon conversion or exercise of convertible securities, or otherwise may result in a reduction of the book value and market price of PG&E Corporation’s outstanding common stock.

If PG&E Corporation issues any such additional shares, the issuance will cause a reduction in the proportionate ownership and voting power of all current shareholders.

PG&E Corporation cannot predict the size of future issuances of shares of PG&E Corporation common stock or securities convertible into shares of PG&E Corporation common stock or, for any issuance, the effect, if any, that such future issuances will have on the market price of PG&E Corporation’s common stock.

These initiatives [added: have] significantly reduced the number of CPUC-reportable ignitions and the number of acres burned.

The success of the Utility’s wildfire mitigation efforts depends on many factors, including whether the Utility [removed: is able to] [added: can] retain or contract for the workforce necessary to execute its wildfire mitigation actions.

For more information on incurred expenditures, see Note [removed: 4] [added: 3] of the Notes to the Consolidated Financial Statements in Item 8.

Although the Utility believes that it has complied substantially with these requirements, it [removed: is undertaking a review] [added: continually reviews] and has identified instances of noncompliance.

The Utility intends to update the CPUC and [added: the] OEIS as its review progresses.

The Utility could face fines, penalties, enforcement action, or other adverse legal or regulatory consequences for [removed: the] late inspections or other noncompliance related to wildfire mitigation efforts.

This risk may be attributable to, and exacerbated by, a variety of factors, including climate (in [removed: particular] [added: particular,] extended periods of seasonal dryness coupled with periods of high wind velocities and other storms), infrastructure, and vegetation conditions.

As of December 31, [removed: 2022,] [added: 2023,] PG&E Corporation and the Utility had recorded aggregate liabilities of [removed: $1.025] [added: $1.125] billion, $400 million, [removed: $1.175] [added: $1.6] billion, and $100 million for claims in connection with the 2019 Kincade fire, the 2020 Zogg fire, the 2021 Dixie fire, and the 2022 Mosquito fire, respectively, and in each case before available insurance, and, in the case of the 2021 Dixie fire and the 2022 Mosquito fire, other probable cost recoveries.

These liability amounts correspond to the lower end of the range of reasonably estimable probable [removed: losses] [added: losses, unless expressly noted otherwise,] but do not include all categories of potential damages and losses.

See “Loss Recoveries” in Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.

As of December 31, [removed: 2022,] [added: 2023,] the Utility has recorded insurance receivables of $430 million for the 2019 Kincade fire, [removed: $370] [added: $374] million for the 2020 Zogg fire, [removed: $530] [added: $526] million for the 2021 Dixie fire, and [removed: $45] [added: $63] million for the 2022 Mosquito fire.

As of December 31, [removed: 2022,] [added: 2023,] the Utility has recorded a Wildfire Fund receivable of [removed: $175] [added: $600] million for the 2021 Dixie fire.

See “Wildfire Fund under AB 1054” in Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8.

The Utility will be permitted to recover its wildfire-related claims [added: in excess of insurance] and legal fees through rates [removed: only if] [added: unless] the CPUC or the FERC, as applicable, determines that the Utility has [added: not] met the [added: applicable] prudency standard.

As of December 31, [removed: 2022,] [added: 2023,] the Utility has recorded receivables for regulatory recovery of [removed: $503] [added: $561] million for the 2021 Dixie fire and $60 million for the 2022 Mosquito fire.

See “2021 Dixie Fire,” and “2022 Mosquito Fire” in Note [removed: 15] [added: 14] of the Notes to the Consolidated Financial Statements in Item 8 for more information.

[removed: In addition, the] [added: The] CPUC [added: also] authorizes the Utility to collect revenues to recover costs that the Utility is allowed to pass through to [removed: customers (referred to as “Utility Revenues and Costs that did not Impact Earnings” below),] [added: customers,] including its costs to procure electricity and natural gas for customers and to administer public purpose and customer programs.

[removed: See] [added: Risk Factors,] Notes [removed: 4] [added: 3] and [removed: 16] [added: 15] of the Notes to the Consolidated Financial Statements in Item [removed: 8] [added: 8,] and “Regulatory Matters” below.

See Note [removed: 16] [added: 10] of the Notes to the Consolidated Financial Statements in Item 8.

[removed: See] [added: For more information, see] “Jurisdictions may attempt to acquire the Utility’s assets through eminent [removed: domain”] [added: domain, and third parties may attempt to acquire the Utility’s customers by bypassing the Utility’s electric infrastructure system”] in Item 1A.

- *PG&E Corporation’s and the Utility’s Ability to Control Operating [added: and Financing] Costs.* Under cost-of-service ratemaking, a utility’s earnings depend on its ability to manage costs within the amounts authorized for recovery in its ratemaking proceedings.

The Utility has set a goal to increase its capital investments to meet safety and climate goals, while also [removed: reducing non-fuel Operating and maintenance costs by two percent per year.][added: achieving operating cost savings.]

[removed: See] [added: Risk Factors and see] “Forward-Looking Statements” above for a list of some of the factors that may cause actual results to differ materially.

PG&E Corporation had a U.S. federal net operating loss carryforward of approximately [removed: $26.6] [added: $32.9] billion and [added: a] California net operating loss carryforward of approximately [removed: $25.2] [added: $32.6] billion as of December 31, [removed: 2022.][added: 2023.]

As discussed below under “Update on Ownership Restrictions in PG&E Corporation’s Amended Articles,” [removed: due to] [added: shares of PG&E Corporation common stock held directly by] the [removed: election] [added: Utility are attributed] to [removed: treat the Fire Victim Trust as a grantor trust] [added: PG&E Corporation] for income tax [removed: purposes,] [added: purposes and are therefore effectively excluded from] the [removed: calculation] [added: total number] of [added: outstanding equity securities when calculating a person’s] Percentage Stock Ownership (as defined in the Amended Articles) [removed: will effectively be based on a reduced number of shares outstanding, namely the total number of outstanding equity securities less the number] [added: for purposes] of [removed: equity securities held by] the [removed: Fire Victim Trust,] [added: 4.75% ownership limitation in] the [removed: Utility, and ShareCo.][added: Amended Articles.]

At various dates throughout [removed: 2022,] [added: 2022 and 2023,] the Fire Victim Trust exchanged Plan Shares for an equal number of New Shares in the manner contemplated by the Share Exchange and Tax Matters Agreement; [removed: in each case,] the Fire Victim Trust thereafter reported that it sold the applicable New Shares.

During the year ended December 31, [removed: 2022,] [added: 2023,] the Fire Victim Trust’s sale of PG&E Corporation common stock in the aggregate amount of [removed: 230,000,000] [added: 247,743,590] shares resulted in an aggregate tax benefit of [removed: $870 million] [added: $1.2 billion] recorded in PG&E Corporation’s and the Utility’s Consolidated Financial Statements.

[removed: Consequently, any shares] [added: Shares] of PG&E Corporation common stock [removed: owned by the Fire Victim Trust, along with any shares owned] [added: held directly] by the Utility [removed: directly,] are [added: attributed to PG&E Corporation for income tax purposes and are therefore] effectively excluded from the total number of outstanding equity securities when calculating a person’s Percentage Stock Ownership (as defined in the Amended Articles) for purposes of the 4.75% ownership limitation in the Amended Articles.

For example, although PG&E Corporation had [removed: 2,466,208,388] [added: 2,611,366,666] shares outstanding as of February [removed: 16, 2023,] [added: 14, 2024,] only [removed: 1,800,721,208] [added: 2,133,623,076] shares (the number of outstanding shares of common stock less the number of shares held [added: directly] by the [removed: Fire Victim Trust, the Utility, and ShareCo)] [added: Utility)] count as outstanding for purposes of the ownership restrictions in the Amended Articles.

As such, based on the total number of outstanding equity securities [removed: and taking into account the shares of PG&E Corporation common stock known to have been sold by the Fire Victim Trust as of February 16, 2023,] a person’s effective Percentage Stock Ownership limitation for purposes of the Amended Articles [removed: as of February 16, 2023] was [removed: 3.46%] [added: 3.88%] of [added: the] outstanding shares.

As of February [removed: 16, 2023, to the knowledge of PG&E Corporation,] [added: 14, 2024,] the Fire Victim Trust [removed: had] [added: reported having] sold [removed: 290,000,000] [added: all of the] shares of PG&E Corporation common stock [removed: in the aggregate.][added: it had owned and no longer owning any shares.]

The following discussion presents PG&E Corporation’s and the Utility’s operating results for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

See “Results of Operations” in Item 7 of the [removed: 2021] [added: 2022] Form 10-K for discussion of results of operations for [removed: 2021] [added: 2022] compared to [removed: 2020.][added: 2021.]

| (in millions) | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Consolidated Total | | | $ | [removed: 1,800] [added: 2,242] | | | | | $ | [removed: (102)] [added: 1,800] | |

| PG&E Corporation | | | [removed: (412)] [added: (288)] | | | | | | [removed: (226)] [added: (412)] | | |

| Utility | | | [removed: 2,212] [added: 2,530] | | | | | | [removed: 124] [added: 2,212] | | |

The table below shows [removed: certain items from] the Utility’s Consolidated Statements of Income for [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

In general, expenses the Utility is authorized to pass through directly to customers (such as costs to purchase electricity and natural gas, as well as costs to fund public purpose programs) and the corresponding amount of revenues collected to recover those pass-through costs do not impact [removed: earnings.][added: net income.]

| Electric operating revenues | | | $ | [removed: 10,357 | | | | | $ | 4,703] [added: 17,424] | | | | | $ | 15,060 | | [removed: | | | $ | 9,542 | | | | | $ | 5,589 | | | | | $ | 15,131 | |]

See “Ratemaking Mechanisms” in Item 1.

Description of the Business regarding how the Utility’s revenues are determined.

In particular, in 2023, the Utility introduced or expanded its use of several measures including downed conductor detection, partial voltage force outs, and transmission operational controls.

Other proceedings that could impact the Utility’s business profile and financial results include actions by municipalities and other public entities to acquire the electric assets of the Utility within their respective jurisdictions, and the Utility’s application to transfer its non-nuclear generation assets to Pacific Generation and potentially sell a minority interest in Pacific Generation.

The Utility plans to achieve such savings by improving the planning and execution of its work through increased efficiencies, including waste elimination through the Lean operating system.

PG&E Corporation and the Utility also work to minimize financing costs by identifying and executing on opportunities to efficiently finance the business, which depends on capital market conditions.

Cumulatively through December 31, 2023, the Fire Victim Trust sold all of its 477,743,590 shares resulting in an aggregate tax benefit of approximately $2 billion recorded in PG&E Corporation’s and the Utility’s Consolidated Financial Statements.

The decrease in PG&E Corporation’s net loss is primarily due to losses recorded in connection with the Wildfire-Related Securities Claims in 2022, with no comparable charges in 2023.

| | | | Year Ended December 31, | | | | | | | | |

| Operating income | | | 2,682 | | | | | | 1,921 | | |

The Utility’s electric and natural gas operating revenues increased by $2.7 billion, or 13%, in 2023 compared to 2022.

These increases were primarily due to:

- approximately $1.5 billion in increased base revenues authorized in the 2023 GRC in 2023;

- approximately $740 million in revenues authorized in the 2021 WMCE proceeding (see “2021 WMCE Application” below) in 2023;

- approximately $585 million in revenues authorized in the 2020 WMCE proceeding in 2023;

- approximately $550 million in interim rate relief authorized in the 2022 WMCE proceeding (see “2022 WMCE Application” below) in 2023;

- an increase of approximately $360 million in revenues to recover the costs associated with RUBA in 2023.

These revenues and associated costs are passed through to customers and do not impact net income.

- additional revenues as authorized through the FERC formula rate in 2023.

Partially offset by:

- a decrease in revenues to recover the cost of electricity procurement (which decreased by approximately $310 million), the cost of natural gas (which decreased by approximately $350 million) and the cost of public purpose programs (which decreased by approximately $70 million).

These costs are passed through to customers and do not impact net income.

(See “Cost of Electricity” and “Operating and Maintenance” below);

- the recognition of approximately $310 million in revenues related to the settlement agreement for the 2018 CEMA application (see “2018 CEMA Application” in Regulatory Matters in the 2022 Form 10-K) in 2022;

- a decrease of approximately $270 million in revenues to recover the costs associated with RTBA in 2023.

| (in millions) | | | 2023 | | | | | | 2022 | | |

This was primarily the result of decreased customer demand volumes for the Utility’s bundled electric services, lower purchased power quantities due to contract expirations and higher net energy sales.

These decreases were partially offset by increased fuel costs due to higher natural gas prices occurring in early 2023.

| (in millions) | | | 2023 | | | | | | 2022 | | |

The cost of natural gas decreased by $346 million in 2023 as compared to 2022.

This was primarily due to favorable price risk management results during the high natural gas price period in early 2023.

This decrease was partially offset by an increase in cap-and-trade program compliance costs in 2023.

The Utility’s operating and maintenance expenses increased by $2.2 billion, or 22%, in 2023 compared to 2022.

These increases were primarily due to:

- the recognition of approximately $485 million in previously deferred expenses as a result of the 2023 GRC in 2023;

- the recognition of approximately $720 million in previously deferred expenses authorized in the 2021 WMCE proceeding (see “2021 WMCE Application” below) in 2023;

- the recognition of approximately $420 million in previously deferred expenses authorized in the 2020 WMCE proceeding in 2023;

- the recognition of approximately $550 million in interim rate relief authorized in the 2022 WMCE proceeding (see “2022 WMCE Application” below) in 2023;

- an increase of approximately $360 million in costs associated with RUBA in 2023.

These costs are passed through to customers and do not impact net income.

In particular, in 2022 the Utility expanded the EPSS program to all high fire risk areas.

See “Self-Reports to the CPUC” in “Regulatory Matters” below.

On September 24, 2021, the Shasta County District Attorney’s Office charged the Utility with 31 counts in connection with the 2020 Zogg fire, of which the court has dismissed 20 counts.

If the Utility were to be convicted of any of the remaining charges, the Utility could be subject to material fines, penalties, and restitution, as well as non-monetary remedies such as oversight requirements.

Accordingly, depending on which charges the Utility were to be convicted of, its total losses associated with the 2020 Zogg fire could materially exceed the $400 million of aggregate liability that PG&E Corporation and the Utility have recorded.

Additionally, the Utility does not expect that any of its liability insurance would cover restitution payments, if such payments were ordered by the court presiding over the criminal proceeding in connection with the 2020 Zogg fire.

The Utility has also applied to transfer its non-nuclear generation assets to Pacific Generation and potentially sell a minority interest in Pacific Generation.

- *The Outcome of Other Enforcement, Litigation, and Regulatory Matters, and Other Government Proposals.* The Utility is subject to enforcement, litigation, and regulatory matters, including those described above, the Safety Culture OII, EOEP proceedings, and actions in connection with the Utility’s WMP, and safety and other self-reports.

In addition, the Utility’s business profile and financial results could be impacted by the outcome of recent calls for municipalization of part or all of the Utility’s businesses, actions by municipalities and other public entities to acquire the electric assets of the Utility within their respective jurisdictions and calls for state intervention, including the possibility of a state takeover of the Utility.

Risk Factors for more information.

These matters could result in penalties, additional regulatory requirements, or changes to the Utility’s operations.

PG&E Corporation and the Utility seek to limit these matters by implementing a robust compliance program and by delivering excellent customer experiences.

The Utility’s ability to meet this goal depends on whether the Utility can improve the planning and execution of its work by continuing to implement the Lean operating system.

In addition, this annual report 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 management’s knowledge of facts as of the date of this report.

PG&E Corporation and the Utility are 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.

Accordingly, PG&E Corporation will recognize income tax benefits and the corresponding DTA as the Fire Victim Trust sells shares of PG&E Corporation common stock, and the amounts of such benefits and assets will be impacted by the price at which the Fire Victim Trust sells the shares, rather than the price at the time such shares were transferred to the Fire Victim Trust.

As a result of the grantor trust election, shares of PG&E Corporation common stock owned by the Fire Victim Trust are treated as held by the Utility and, in turn, attributed to PG&E Corporation for income tax purposes.

Shares owned by ShareCo are also effectively excluded because ShareCo is a disregarded entity for income tax purposes.

The increase in PG&E Corporation’s net loss for 2022, as compared to 2021, is primarily due to increased interest rates on long-term debt.

The table separately identifies the revenues and costs that impacted earnings from those that did not impact earnings.

Revenues that impact earnings are primarily those that have been authorized by the CPUC and the FERC to recover the Utility’s costs to own and operate its assets and to provide the Utility an opportunity to earn its authorized rate of return on rate base.

Expenses that impact earnings are primarily those that the Utility incurs to own and operate its assets.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| | | | 2022 | | | | | | | | | | | | | | | | | | 2021 | | | | | | | | | | | | | | |

| | | | Revenues and Costs: | | | | | | | | | | | | | | | | | | Revenues and Costs: | | | | | | | | | | | | | | |

| (in millions) | | | That Impacted Earnings | | | | | | That Did Not Impact Earnings | | | | | | Total Utility | | | | | | That Impacted Earnings | | | | | | That Did Not Impact Earnings | | | | | | Total Utility | | |

| Operating income (loss) | | | 2,381 | | | | | | (460) | | | | | | 1,921 | | | | | | 2,297 | | | | | | (408) | | | | | | 1,889 | | |

| Reorganization items, net | | | — | | | | | | — | | | | | | — | | | | | | (12) | | | | | | — | | | | | | (12) | | |

(1) These items impacted earnings.

Utility Revenues and Costs that Impacted Earnings

The following discussion presents the Utility’s operating results for 2022 and 2021, focusing on revenues and expenses that impacted earnings for these periods.

In addition, the Utility recognized approximately $113 million in nuclear decommissioning revenues in 2022 with no comparable revenues in 2021.

This is consistent with the 2018 NDCTP final decision that authorized no decommissioning revenues for 2021 and $113 million in revenues in 2022.

These increases were partially offset by a decrease of approximately $180 million of previously deferred revenues recognized in conjunction with interim rate relief collected in 2021 associated with the 2020 WMCE application (see “2020 WMCE Application” below).

The Utility’s operating and maintenance expenses that impacted earnings decreased by $83 million, or 1%, in 2022 compared to 2021, as a result of operating cost efficiencies and decreases in the recognition of previously deferred costs including $90 million related to residential uncollectibles and approximately $180 million recognized in conjunction with interim rate relief associated with the 2020 WMCE application (see “2020 WMCE Application” below).

In addition, during the year ended December 31, 2021, the Utility recorded a $124 million charge related to the September 21, 2021 joint motion for approval of settlement agreement associated with the 2020 WMCE filing, with no comparable charge in the same period in 2022.

SB 901 securitization charges, net, that impacted earnings increased by $608 million, or 100%, in 2022 compared to 2021.

During the year ended December 31, 2022, the Utility recorded $608 million in net SB 901 securitization charges, for inception of the regulatory asset and liability pursuant to the CHT decision, as well as tax benefits realized within income tax expense in the current year related to the Fire Victim Trust’s sale of PG&E Corporation common stock, with no comparable charges in 2021.

Information responding to Item 7A is set forth under the heading “Risk Management Activities,” in MD&A in Item 7 and in Note [removed: 11:] [added: 10:] Derivatives and Note [removed: 12:] [added: 11:] Fair Value Measurements of the Notes to the Consolidated Financial Statements in Item 8.

[removed: ][added: ]

For more [removed: information about material wildfires,] [added: information,] see [added: “Liquidity and Financial Resources” in] Item 7.

This [removed: 2022] [added: 2023] Form 10-K contains forward-looking statements that are necessarily subject to various risks and uncertainties.

The Utility will continue to seek fair and timely regulatory treatment [removed: in order] to support its customer-driven investment plan while pursuing cost-control measures that would allow it to maintain the affordability of its service.

The Lean operating system is an important means of realizing PG&E Corporation’s and the Utility’s objective of achieving [removed: world class] [added: world-class] performance while delivering hometown service.

The Utility [removed: strives to be prepared to continue] [added: is committed] to [removed: deliver] [added: delivering] safe, clean, affordable, and reliable energy in the face of increasingly severe and extreme climate-driven natural hazards.

To build resilience to these hazards, the Utility is working to systematically integrate [removed: the consideration of] forward-looking climate data and tools [removed: in] [added: into] its decision-making.

PG&E Corporation and the Utility also work with policymakers and regulators to advance effective climate [removed: adaptation] [added: change] policy in California, and work directly with local governments and communities on adaptation solutions.

PG&E Corporation and the Utility [removed: have] [added: are also] committed to helping heal the planet.

To meet their longer-term climate goals, PG&E Corporation and the Utility intend to scale their efforts to decarbonize the [removed: electric] [added: energy] system to accommodate a shift to vehicle electrification, integrate a proliferation of distributed energy resources, and achieve increased penetration of renewable energy combined with investments in the grid and energy storage.

PG&E Corporation and the Utility [added: are] also [removed: plan to transition] [added: making progress on transitioning] the gas system to cleaner [removed: fuels, increasingly target natural gas delivery for hard-to-electrify customer sectors,] [added: fuels] and [removed: support] [added: supporting] efforts to accelerate building electrification.

Peak electric loads are expected to increase with increasing temperatures due to direct impacts of ambient temperatures on equipment and direct impacts on electricity demand driven by rising air conditioning installation and usage, and increasingly driven in the future from widespread progress in adoption of [removed: beneficial] [added: strategic] electrification technologies.

A key element of preparing the Utility for the physical risks of climate change is an updated and more detailed system-wide CVA of the Utility’s assets, operations, and services, which the Utility expects to file with the CPUC in [removed: 2024.][added: mid-2024.]

- Helped customers avoid emissions and [added: manage] energy costs through robust energy efficiency programs.

- [removed: Awarded] [added: Managed] contracts for more than [removed: 3.3 GWs] [added: 3.5 GW] of battery energy storage to be deployed over the next several [removed: years,] [added: years and operated 183 MW of Utility-owned battery storage,] strengthening California’s grid efficiency and reliability.

- Brought the total number of interconnected private solar customers to more than [removed: 700,000] [added: 800,000] and supported more than [removed: 50,000] [added: 70,000] customers who have installed battery storage at their homes or businesses.

- Continued to advance decarbonization initiatives for the Utility’s natural gas delivery system, including meeting the CPUC-mandated methane emission reduction target ahead of schedule and [removed: accelerating] [added: accelerated] initiatives to meet its voluntary 2030 reduction goal.

Looking ahead, the Utility expects its GHG-free energy supply mix of renewable, large hydroelectric, and nuclear generation resources to decrease as, beginning in 2023, the Utility [removed: is] [added: was] required to [removed: offer] [added: offer,] for allocation or [removed: sale renewables portfolio standard-eligible (“RPS”) attributes] [added: sale, renewable sources eligible under California's RPS program] that the Utility procured on behalf of customers that subsequently switched to non-Utility [removed: providers in order to comply with regulatory mandates and to manage customer affordability.][added: providers.]

[removed: MD&A)] [added: Generally, differences between forecast costs and actual costs] can occur for numerous reasons, including the volume of work required and the impact of market forces on the cost of labor and materials.

PG&E Corporation and the Utility are committed to taking steps to improve their credit ratings and metrics over time, including by reducing [removed: their debt.][added: PG&E Corporation’s debt by at least $2 billion by the end of 2026.]

For more [removed: information,] [added: information about environmental remediation liabilities,] see Note [removed: 5] [added: 15] of the Notes to the Consolidated Financial Statements in Item 8.

The net proceeds [removed: from both transactions] were used to reimburse the Utility for previously incurred recovery costs, including the retirement of [removed: $5.0] [added: $6.0] billion of Utility [removed: debt and the repayment of a portion] [added: debt, as] of [removed: the loans outstanding under the Utility's revolving credit facility pursuant to the Utility Revolving Credit Agreement.][added: December 31, 2023.]

[removed: On December 20, 2017, the] [added: The] Boards of Directors of PG&E Corporation and the Utility [added: had] suspended quarterly cash dividends [added: in 2017] on both PG&E Corporation’s and the Utility’s common stock, as well as the Utility’s preferred stock.

For more information, see [removed: “Dividends”] [added: “Liquidity and Financial Resources - Dividends”] in Item 7.

Total capital expenditures [removed: (including accruals)] recorded in [removed: 2022] [added: 2023] were [removed: $9.6] [added: $9.8] billion.

The Utility’s total capital expenditures (including accruals) are forecasted to be [removed: between $7.9 billion and $11.2 billion for 2023, between $7.9 billion and $12.2] [added: $10.4] billion for 2024, [removed: between $8.0 billion and] $12.7 billion for 2025, [removed: between $8.1 billion and $13.3] [added: $11.5] billion for 2026, [removed: and between $8.1] [added: $13.6] billion [added: for 2027,] and [removed: $13.8] [added: $14.0] billion for [removed: 2027.][added: 2028.]

The Utility expects to make additional capital expenditures, the recovery of which will be subject to future regulatory [removed: approval, including the 2023 GRC.][added: approval.]

These expenditures include capital expenditures exceeding amounts authorized in the [removed: 2020] [added: 2023] GRC [removed: and 2019 GT&S,] [added: final decision issued on November 17, 2023,] and expenditures to be included in a later [removed: stage of the 2023 GRC] [added: filing] or separate applications.

These expenditures are expected to [removed: primarily] be [added: primarily] for wildfire [removed: mitigation, transportation electrification,] [added: mitigation] and [removed: the Lakeside Building.][added: electrification.]

Additionally, $3.21 billion of fire risk mitigation capital expenditures [removed: will be] [added: has been] excluded from the Utility’s equity [removed: rate] base [added: rate] pursuant to AB 1054.

PG&E Corporation and the Utility are committed to [removed: keeping] [added: finding ways to lower the cost of providing] gas and electric services [removed: affordable] for [removed: all] customers.

The Utility has set a goal to increase customer capital investments while also limiting customer [added: bill] impacts, including by [removed: reducing non-fuel Operating and maintenance costs by two percent per year] [added: achieving operating cost savings] and by seeking efficient financing.

The Utility plans to meet its [removed: two percent non-fuel Operating and maintenance] cost reduction goal through increased [removed: efficiency,] [added: efficiencies,] including waste elimination through the Lean operating system.

In [removed: 2021,] [added: 2022,] the Utility spent [removed: $4.01] [added: $4.79] billion with certified diverse suppliers, representing [removed: 38.7%] [added: 39.3%] of its total spend.

PG&E Corporation and the Utility use the Lean operating system, which includes [removed: four] [added: five] basic [removed: “plays:”] [added: “plays”:] visual management; operating reviews; problem solving; [removed: and] standard [removed: work.][added: work; and waste elimination.]

[added: Teams throughout] PG&E Corporation and the Utility hold daily, weekly, and monthly operating reviews designed to align the performance of workers closest to the work with the goals and objectives of senior leadership.

Standard work reduces costs and increases productivity by [removed: ensuring] [added: establishing] a consistent company-wide method for completing a task.

For instance, the Lean operating system helped the Utility identify patterns in the conditions of ignitions and led to the implementation of [removed: EPSS and] [added: EPSS, which] drove [added: a] significant [removed: benefit and understanding] [added: reduction] in [removed: how PG&E Corporation and the Utility manage customer satisfaction.][added: facility ignitions.]

PG&E Corporation’s and the Utility’s performance is also driven by an increased focus on alignment [removed: on] [added: of] shared outcomes among its leadership and within the organization.

[removed: In 2023, PG&E Corporation’s and] [added: Waste elimination,] the [removed: Utility’s Lean deployment will focus on a] fifth [added: Lean] play, [removed: waste elimination, which] [added: was deployed in 2023 and] enables the companies to identify and eliminate inefficiencies in both process and workflow in a sustainable [removed: manner, as well as] [added: manner and drive] the continued adoption of [removed: a performance playbook] [added: consistent processes] and improvements to financial visibility and controls.

Each of PG&E Corporation and the Utility is a separate entity.

- Delivered electricity to customers in 2023 that was 100% GHG free (see “Electricity Resources” below for more information).

- Helped enable the total number of electric vehicles operating in the Utility’s service area to exceed 550,000; installed more than 475 charging ports for electric vehicles at schools, public charging locations, and in support of fleets; and launched a first of its kind vehicle-to-grid program enabling customers to leverage their electric vehicles to power their home.

The Utility also launched an initiative to purchase California-produced renewable natural gas for its natural gas customers, toward a target to procure renewable natural gas to serve 15% of its bundled residential and small commercial demand by 2030.

These requirements were established to comply with regulatory mandates and to manage customer affordability.

PG&E Corporation’s and the Utility’s voluntary goal continues to be to deliver 70% RPS clean electricity by 2030, compared to a state mandate of 60% (see “Air Quality and Climate Change” below for more information).

In 2022, an affiliate of the Utility issued an aggregate of $7.5 billion of SB 901 securitization bonds.

In November 2023, the Board of Directors of PG&E Corporation reinstated the dividend on PG&E Corporation common stock, declaring a dividend of $21 million, or approximately 1 cent per share, which was paid by January 16, 2024.

The Utility has identified additional opportunities for investment in the coming years in addition to its forecast, including investments in transportation electrification capacity, FERC-jurisdictional assets, electric distribution capacity, hydroelectric facilities, energy storage, information technology, and automation.

The Utility also plans to submit a cost recovery application for its 10-year distribution undergrounding program pursuant to SB 884.

Some of these investments depend on the Utility’s ability to generate or obtain the cash to support such investments over this period of time.

In 2023, the Utility implemented PG&E’s Safety Excellence Management System, which is a more systematic approach to assess risk and evaluate or implement controls for safe operation based on industry standards.

These more targeted scoping criteria are engineered to reduce the number of customers impacted by any particular PSPS event.

In 2023, the Utility had two PSPS events impacting a total of 5,099 customers.

In 2023, the Utility undergrounded 364 miles of lines, nearly double the number of miles undergrounded in 2022.

The Utility’s equipment was not involved in the ignition of any catastrophic wildfires in 2023.

In 2023, the Utility introduced or expanded its use of several measures including downed conductor detection, partial voltage force outs, and transmission operational controls which further decreased wildfire ignition risk.

In 2022 and 2023, the Utility took additional steps to improve customer reliability through several targeted programs, including vegetation management activities to reduce vegetation caused outages, upgrading the system to improve sectionalization, and installing fault indicators to reduce restoration times.

In 2023, the NTSB confirmed that the Utility had successfully addressed all 12 safety recommendations relating to the San Bruno explosion.

Winter precipitation and snowpack provided fuel for increased hydro generation in 2023, exceeding the 15-year average.

The Utility is focused on continuous improvement of asset management and work management systems to support comprehensive non-nuclear generation asset management.

The goal of these efforts is to further improve project execution capabilities and capacity to deliver on asset improvements necessary for long-term safe and reliable generation.

Under the current gas and electric citation programs adopted by the CPUC in September 2016, the SED has discretion whether to issue a penalty for each violation.

Risk Factors, and “Regulatory Matters,” “Legislative and Regulatory Initiatives,” and “Liquidity and Financial Resources” in Item 7.

The CEC also promotes energy management and conservation programs, including setting standards for building and appliance energy efficiency and load management programs.

The Department of Transportation’s (“DOT”) Pipeline and Hazardous Materials Safety Administration has established regulations regarding the design, construction, operation, maintenance, integrity, safety, and security of natural gas distribution, transmission, and underground storage facilities.

The DOT has certified the CPUC to administer oversight and compliance with these regulations for the entities it regulates in California.

Delay in obtaining, or failure to obtain and maintain, any such permits, authorizations, or licenses could prevent construction of new facilities, limit or prevent continued operation of existing facilities, or result in significant additional costs or restrictions on operations.

On May 11, 2023, the EPA released proposed new GHG emissions standards for fossil fuel-fired power plants under Section 111 of the Clean Air Act.

The proposal sets standards for new and existing coal and natural gas-fired plants – stringency of the standards differ based on timelines, unit type, capacity factors, and operating horizon.

Most relevant to the Utility are the standards for existing natural gas units which require on affected units either the installation of carbon capture and sequestration technology beginning in 2035, or co-firing of low-GHG hydrogen beginning in 2032.

The EPA expects to finalize the rule in the second quarter of 2024.

California laws and regulations have established the following targets:

- 50% of retail energy sales to customers from renewable energy sources by 2026 and 60% by 2030.

- Economy-wide State carbon neutrality by 2045, with net negative emissions thereafter.

The CARB plans to update the cap-and-trade regulation in 2024 and is considering reforms that would reduce overall allowance budgets to align with CARB’s 2022 Climate Change Scoping Plan.

| Scope 1 and 2 emissions (1) | | | | | | 3,372,509 | | |

| Scope 3 emissions (2) | | | | | | 38,753,533 | | |

(1) Scope 1 emissions are direct emissions from the Utility’s operations and Scope 2 emissions are indirect emissions from facility electricity use and electric line losses.

(2) Scope 3 emissions are emissions resulting from downstream value chain activities not owned or controlled by the Utility but that which can be indirectly impacted by the Utility’s actions.

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.

Over the past several years, Northern California has experienced major wildfires.

- Delivered clean electricity to customers in 2022 that was more than 95% GHG free.

- Installed approximately 340 charging ports for electric vehicles at schools, parks, public charging locations, and in support of fleets - with nearly half in disadvantaged communities - and received regulatory approval for new innovative pilots on vehicle grid integration, submetering, and dynamic rates.

For more information, see “Electric Integrated Resource Planning and Related Procurement” below.

Generally, differences between forecast costs and actual costs (discussed in “Utility Revenues and Costs that Impacted Earnings” in Results of Operations in Item 7.

PG&E Corporation and the Utility have set goals to reduce their debt over time, including reducing PG&E Corporation’s debt by at least $2 billion by the end of 2026.

Pursuant to SB 901, the Utility filed an application with the CPUC seeking authorization for a post-emergence transaction to recover $7.5 billion of 2017 wildfire claims costs, which was approved by the CPUC on February 28, 2022.

PG&E Wildfire Recovery Funding LLC, a bankruptcy remote, limited liability company wholly owned by the Utility, issued $3.6 billion aggregate principal amount of Series 2022-A Recovery Bonds on May 10, 2022 and $3.9 billion aggregate principal amount of Series 2022-B Recovery Bonds on July 20, 2022.

The Utility intends to use a portion of the remaining proceeds to fund the redemption of $1.0 billion of Utility debt.

For more information, see “Application for Post-Emergence Securitization Transaction” in Item 7.

MD&A.

PG&E Corporation’s and the Utility’s ability to issue dividends is subject to restrictions.

On February 8, 2022, the Board of Directors of the Utility authorized the payment of all cumulative and unpaid dividends on the Utility’s preferred stock.

On June 15, 2022, the Board of Directors of the Utility also reinstated the dividend on the Utility’s common stock.

Similarly, although the Utility generally recovers its electricity and natural gas procurement costs through rates as “pass-through” costs, commodity prices rose substantially in 2022, relative to 2021.

In 2022, the Utility did not have any PSPS events.

In 2022, the Utility undergrounded 180 miles of lines, which exceeded its plan to underground 175 miles of lines.

Even as the Utility works to mitigate wildfire risk, it also works to reduce the impact of those mitigations on its customers, including making the PSPS program less disruptive through sectionalizing devices for both distribution and transmission lines, temporary generation applications, and implementation of microgrids which enable portions of the grid to safely isolate areas from the broader grid and energize them during outages.

For example, in 2022, the Utility prepared 12 distribution microgrids to operate with temporary generation if needed.

In 2023, the Utility will expand its deployment of advanced technology to detect low-current faults, which is expected to further decrease wildfire ignition risk.

In 2022, the Utility’s nuclear and non-nuclear generation operations achieved zero SIF-A incidents and reductions in DART.

Challenged by a drought year, the Utility scheduled dispatch and rescheduled outages to maximize availability during the summer months when demand for electricity is highest.

The Utility is working to implement a comprehensive non-nuclear generation asset management strategy and further mature its outage and project management capabilities.

In 2022, the Utility achieved International Organization for Standardization (“ISO”) 55001 certification for its electric operations and generation asset management systems.

The Utility also achieved ISO 55001 re-certification for its gas operations asset management.

ISO 55001 certification required the Utility to demonstrate that it has policies and procedures to manage its assets responsibly and effectively.

On January 20, 2021, President Biden issued an executive order directing the EPA to consider suspending, revising or rescinding the Trump Administration’s rule for methane emissions from new sources in the oil and gas sector and propose a companion regulation for existing sources, including the transmission, processing and storage segments of the industry.

For power plants, the EPA is expected to propose a more stringent GHG standard for existing sources in the wake of challenges to the Trump Administration’s Affordable Clean Energy rule.

California’s Global Warming Solutions Act of 2006 originally provided for the gradual reduction of state-wide GHG emissions to 1990 levels by 2020.

The California RPS program that requires utilities to gradually increase the amount of renewable energy delivered to their customers is also expected to help reduce GHG emissions in California.

California’s RPS targets are 50% by December 31, 2026 and 60% by December 31, 2030, and the State has set a policy of meeting 100% of retail sales from eligible renewables and zero-carbon resources by December 31, 2045.

In 2022, AB 1279 was signed into law, codifying a statewide goal to achieve economy-wide carbon neutrality by 2045 and to maintain net negative emissions thereafter.

The Utility will be an active participant in regulatory proceedings to determine how the state will achieve carbon neutrality.

The Utility’s third-party verified voluntary GHG inventory reported to The Climate Registry for 2021, which is the most recent data available, totaled Scope 1 and 2 emissions of approximately 4.6 million metric tons of CO2 equivalent (MMT CO2e) and Scope 3 emissions of approximately 42 MMT CO2e, the majority of which came from customer natural gas use.

| Natural gas compressor stations and storage facilities (2) | | | | | | 322,047 | | |

| Distribution fugitive natural gas emissions | | | | | | 589,343 | | |

| Customer natural gas use (3) | | | | | | 41,563,483 | | |

(1) Includes nitrous oxide and methane emissions from the Utility’s generating stations.

(2) Includes emissions from compressor stations and storage facilities that are reportable to CARB.

Risk Factors and Notes [removed: 2, 15,] [added: 14] and [removed: 16] [added: 15] of the Notes to the Consolidated Financial Statements in Item 8.

| | | | For the Fiscal Year Ended December 31, [removed: 2022] [added: 2023] | | |

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

| | | | 415 | | | 973-1000 | | | | | | | | | | | | 415 | | | [removed: 973-1000] [added: 973-7000] | | | | | |

| Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, [removed: 2022,] [added: 2023,] the last business day of the most recently completed second fiscal quarter: | | | | | |

| PG&E Corporation common stock | | | [removed: $20,819] [added: $43,861] million | | |

| Common Stock outstanding as of February [removed: 16, 2023:] [added: 14, 2024:] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Includes [removed: 187,743,590 shares of common stock held by PG&E ShareCo LLC, a wholly-owned subsidiary of PG&E Corporation, and 290,000,000] [added: 477,743,590] shares of common stock held by Pacific Gas and Electric Company. | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Designated portions of the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders | | | Part III (Items 10, 11, 12, 13 and 14) | | |

| [UNITS OF [removed: MEASUREMENT](#i2fb874573a664981961dca676c3cc355_19)] [added: MEASUREMENT](#i32e2d2ccf1d242e3b017b10015d2547a_19)] | | |

| [FORWARD-LOOKING [removed: STATEMENTS](#i2fb874573a664981961dca676c3cc355_25)] [added: STATEMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_28)] | | |

| [ITEM 1. [removed: BUSINESS](#i2fb874573a664981961dca676c3cc355_31)] [added: BUSINESS](#i32e2d2ccf1d242e3b017b10015d2547a_34)] | | |

| [Triple Bottom [removed: Line](#i2fb874573a664981961dca676c3cc355_34)] [added: Line](#i32e2d2ccf1d242e3b017b10015d2547a_37)] | | |

| [Regulatory [removed: Environment](#i2fb874573a664981961dca676c3cc355_37)] [added: Environment](#i32e2d2ccf1d242e3b017b10015d2547a_40)] | | |

| [Environmental [removed: Regulation](#i2fb874573a664981961dca676c3cc355_40)] [added: Regulation](#i32e2d2ccf1d242e3b017b10015d2547a_43)] | | |

| [Ratemaking [removed: Mechanisms](#i2fb874573a664981961dca676c3cc355_43)] [added: Mechanisms](#i32e2d2ccf1d242e3b017b10015d2547a_46)] | | |

| [Human [removed: Capital](#i2fb874573a664981961dca676c3cc355_46)] [added: Capital](#i32e2d2ccf1d242e3b017b10015d2547a_49)] | | |

| [Electric Utility [removed: Operations](#i2fb874573a664981961dca676c3cc355_49)] [added: Operations](#i32e2d2ccf1d242e3b017b10015d2547a_52)] | | |

| [Natural Gas Utility [removed: Operations](#i2fb874573a664981961dca676c3cc355_52)] [added: Operations](#i32e2d2ccf1d242e3b017b10015d2547a_55)] | | |

| [ITEM 1A. RISK [removed: FACTORS](#i2fb874573a664981961dca676c3cc355_58)] [added: FACTORS](#i32e2d2ccf1d242e3b017b10015d2547a_64)] | | |

| [ITEM 1B. UNRESOLVED STAFF [removed: COMMENTS](#i2fb874573a664981961dca676c3cc355_166)] [added: COMMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_175)] | | |

| [ITEM 3. LEGAL [removed: PROCEEDINGS](#i2fb874573a664981961dca676c3cc355_172)] [added: PROCEEDINGS](#i32e2d2ccf1d242e3b017b10015d2547a_181)] | | |

| [ITEM 4. MINE SAFETY [removed: DISCLOSURES](#i2fb874573a664981961dca676c3cc355_175)] [added: DISCLOSURES](#i32e2d2ccf1d242e3b017b10015d2547a_184)] | | |

| [INFORMATION ABOUT OUR EXECUTIVE [removed: OFFICERS](#i2fb874573a664981961dca676c3cc355_178)] [added: OFFICERS](#i32e2d2ccf1d242e3b017b10015d2547a_187)] | | |

| [ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY [removed: SECURITIES](#i2fb874573a664981961dca676c3cc355_184)] [added: SECURITIES](#i32e2d2ccf1d242e3b017b10015d2547a_193)] | | |

| [ITEM 6. SELECTED FINANCIAL [removed: DATA](#i2fb874573a664981961dca676c3cc355_187)] [added: DATA](#i32e2d2ccf1d242e3b017b10015d2547a_196)] | | |

| [ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF [removed: OPERATIONS](#i2fb874573a664981961dca676c3cc355_196)] [added: OPERATIONS](#i32e2d2ccf1d242e3b017b10015d2547a_205)] | | |

| [LIQUIDITY AND FINANCIAL [removed: RESOURCES](#i2fb874573a664981961dca676c3cc355_325)] [added: RESOURCES](#i32e2d2ccf1d242e3b017b10015d2547a_331)] | | |

| [LEGISLATIVE AND REGULATORY [removed: INITIATIVES](#i2fb874573a664981961dca676c3cc355_439)] [added: INITIATIVES](#i32e2d2ccf1d242e3b017b10015d2547a_421)] | | |

| [RISK MANAGEMENT [removed: ACTIVITIES](#i2fb874573a664981961dca676c3cc355_475)] [added: ACTIVITIES](#i32e2d2ccf1d242e3b017b10015d2547a_439)] | | |

| [CRITICAL [removed: ACCOUNTING](#i2fb874573a664981961dca676c3cc355_484)] [added: ACCOUNTING](#i32e2d2ccf1d242e3b017b10015d2547a_448)] ESTIMATES | | |

| [NEW ACCOUNTING [removed: PRONOUNCEMENTS](#i2fb874573a664981961dca676c3cc355_517)] [added: PRONOUNCEMENTS](#i32e2d2ccf1d242e3b017b10015d2547a_481)] | | |

| [ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET [removed: RISK](#i2fb874573a664981961dca676c3cc355_520)] [added: RISK](#i32e2d2ccf1d242e3b017b10015d2547a_484)] | | |

| [ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY [removed: DATA](#i2fb874573a664981961dca676c3cc355_526)] [added: DATA](#i32e2d2ccf1d242e3b017b10015d2547a_490)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#i2fb874573a664981961dca676c3cc355_1649267445439)] [added: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_499)] | | |

| [CONSOLIDATED STATEMENTS OF COMPREHENSIVE [removed: INCOME](#i2fb874573a664981961dca676c3cc355_535)] [added: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_502)] | | |

| [CONSOLIDATED BALANCE [removed: SHEETS](#i2fb874573a664981961dca676c3cc355_541)] [added: SHEETS](#i32e2d2ccf1d242e3b017b10015d2547a_508)] | | |

| [CONSOLIDATED STATEMENTS OF CASH [removed: FLOWS](#i2fb874573a664981961dca676c3cc355_547)] [added: FLOWS](#i32e2d2ccf1d242e3b017b10015d2547a_514)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: EQUITY](#i2fb874573a664981961dca676c3cc355_550)] [added: EQUITY](#i32e2d2ccf1d242e3b017b10015d2547a_517)] | | |

| [Pacific Gas and Electric [removed: Company](#i2fb874573a664981961dca676c3cc355_556)] [added: Company](#i32e2d2ccf1d242e3b017b10015d2547a_523)] | | |

| [CONSOLIDATED STATEMENTS OF [removed: INCOME](#i2fb874573a664981961dca676c3cc355_1649267445455)] [added: INCOME](#i32e2d2ccf1d242e3b017b10015d2547a_529)] | | |

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,611,366,666* | | |

| [GLOSSARY](#i32e2d2ccf1d242e3b017b10015d2547a_22) | | |

| [PART 1](#i32e2d2ccf1d242e3b017b10015d2547a_31) | | |

| [Competition](#i32e2d2ccf1d242e3b017b10015d2547a_58) | | |

| [ITEM 1C. CYBERSECURITY](#i32e2d2ccf1d242e3b017b10015d2547a_3839) | | |

| [ITEM 2. PROPERTIES](#i32e2d2ccf1d242e3b017b10015d2547a_178) | | |

| [PART II](#i32e2d2ccf1d242e3b017b10015d2547a_190) | | |

| [OVERVIEW](#i32e2d2ccf1d242e3b017b10015d2547a_208) | | |

| [RESULTS OF OPERATIONS](#i32e2d2ccf1d242e3b017b10015d2547a_274) | | |

| [LITIGATION MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_334) | | |

| [REGULATORY MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_337) | | |

| [ENVIRONMENTAL MATTERS](#i32e2d2ccf1d242e3b017b10015d2547a_433) | | |

| [PG&E Corporation](#i32e2d2ccf1d242e3b017b10015d2547a_493) | | |

| [NOTE 4: DEBT](#i32e2d2ccf1d242e3b017b10015d2547a_667) | | |

| [NOTE 10: DERIVATIVES](#i32e2d2ccf1d242e3b017b10015d2547a_703) | | |

| [PART III](#i32e2d2ccf1d242e3b017b10015d2547a_871) | | |

| [PART IV](#i32e2d2ccf1d242e3b017b10015d2547a_889) | | |

| [SIGNATURES](#i32e2d2ccf1d242e3b017b10015d2547a_919) | | |

| 1 MMT | | | \= | | | One million metric ton | | |

| 2023 Form 10-K | | | PG&E Corporation’s and the Utility’s joint Annual Report on Form 10-K for the year ended December 31, 2023 | | |

| ALJ | | | administrative law judge | | |

| ASC | | | accounting standards codification | | |

| BPPs | | | Bundled Procurement Plans | | |

| IRS | | | Internal Revenue Service | | |

| LCC | | | Land Conservation Commitment | | |

| NBT | | | Net Billing Tariff | | |

| WGSC | | | Wildfire and Gas Safety Costs | | |

- the Utility’s ability to attract or retain specialty personnel;

- the severity, extent and duration of the global COVID-19 pandemic and the Utility’s ability to collect on customer receivables; and

| Equity Units | | | PCGU | | | The New York Stock Exchange | | |

| PG&E Corporation: | | | | | | | | | | | | | | | | | | | | | | | | 2,466,208,388* | | |

| [GLOSSARY](#i2fb874573a664981961dca676c3cc355_22) | | |

| [PART 1](#i2fb874573a664981961dca676c3cc355_28) | | |

| [Competition](#i2fb874573a664981961dca676c3cc355_55) | | |

| [ITEM 2. PROPERTIES](#i2fb874573a664981961dca676c3cc355_169) | | |

| [PART II](#i2fb874573a664981961dca676c3cc355_181) | | |

| [OVERVIEW](#i2fb874573a664981961dca676c3cc355_199) | | |

| [RESULTS OF OPERATIONS](#i2fb874573a664981961dca676c3cc355_268) | | |

| [LITIGATION MATTERS](#i2fb874573a664981961dca676c3cc355_328) | | |

| [REGULATORY MATTERS](#i2fb874573a664981961dca676c3cc355_340) | | |

| [ENVIRONMENTAL MATTERS](#i2fb874573a664981961dca676c3cc355_469) | | |

| [PG&E Corporation](#i2fb874573a664981961dca676c3cc355_529) | | |

| [NOTE 2: BANKRUPTCY FILING](#i2fb874573a664981961dca676c3cc355_589) | | |

| [NOTE](#i2fb874573a664981961dca676c3cc355_697) [5](#i2fb874573a664981961dca676c3cc355_697)[: DEBT](#i2fb874573a664981961dca676c3cc355_697) | | |

| [NOTE](#i2fb874573a664981961dca676c3cc355_730) [1](#i2fb874573a664981961dca676c3cc355_730)[1](#i2fb874573a664981961dca676c3cc355_730)[: DERIVATIVES](#i2fb874573a664981961dca676c3cc355_730) | | |

| [PART III](#i2fb874573a664981961dca676c3cc355_910) | | |

| [PART IV](#i2fb874573a664981961dca676c3cc355_928) | | |

| [SIGNATURES](#i2fb874573a664981961dca676c3cc355_970) | | |

| CAPP | | | California Arrearage Payment Program | | |

| CCPA | | | California Consumer Privacy Act of 2018 | | |

| Chapter 11 | | | Chapter 11 of Title 11 of the U.S. Code | | |

| Confirmation Order | | | the order confirming the Plan, dated as of June 20, 2020, with the Bankruptcy Court | | |

| D&O Insurance | | | directors’ and officers’ liability insurance | | |

| Diablo Canyon | | | Diablo Canyon nuclear power plant | | |

| DOJ | | | United States Department of Justice | | |

| EVM | | | enhanced vegetation management | | |

| Kincade Amended Complaint | | | The amended criminal complaint filed by the Sonoma County District Attorney’s Office on January 28, 2022 in connection with the 2019 Kincade fire | | |

| OII | | | order instituting investigation | | |

| PCAOB | | | Public Company Accounting Oversight Board (United States) | | |

| QF | | | Qualifying facilities | | |

| TURN | | | The Utility Reform Network | | |

| VSP | | | voluntary separation program | | |

- the risks and uncertainties associated with any future substantial sales of shares of common stock of PG&E Corporation by existing shareholders, including the Fire Victim Trust;

- PG&E Corporation’s and the Utility’s historical financial information not being indicative of future financial performance as a result of the Chapter 11 Cases and the financial and other restructuring undergone by PG&E Corporation and the Utility in connection with their emergence from Chapter 11;

- the severity, extent and duration of the global COVID-19 pandemic and its impact on PG&E Corporation’s and the Utility’s financial condition, results of operations, liquidity, and cash flows, as well as on energy demand in the Utility’s service area, the ability of the Utility to collect on customer receivables, the ability of the Utility to mitigate these effects, including with spending reductions, the ability of the Utility to recover any losses incurred in connection with the COVID-19 pandemic, and the impact of workforce disruptions caused either by illness of workers and their family members or workforce attrition related to potential new workplace regulations such as vaccine mandates; and

Risk Management and Strategy

The objective of PG&E Corporation’s and the Utility’s cybersecurity program is to protect information assets and to mitigate against material cybersecurity threats, data and information compromise, and other risk events that could materially affect the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility.

PG&E Corporation’s and the Utility’s cybersecurity program’s strategy is to establish multiple layers of defense through logical and physical security controls so that if any particular control proves insufficient, other controls may capture and mitigate that risk, such as:

- Developing organizational understanding in managing cybersecurity risks to systems, assets, and data by regularly assessing cybersecurity internal controls and program maturity, including engaging independent third parties and participating in external regulatory compliance assessments;

- Assessing, monitoring, and imposing contractual requirements on third-party service providers for cybersecurity risks and for compliance with PG&E Corporation’s and the Utility’s policies regarding access to company networks, information security, and technology;

- Configuring and monitoring the system; employing policies, controls, and security tools, including training for employees and contractors; and limiting access and operating firewall rules as necessary and appropriate;

- Utilizing multiple government and private assessors, consultants, auditors or other third parties, as well as an internal team, for intelligence gathering, security monitoring, threat hunting, and forensic activities;

- Monitoring emerging data protection laws and regulations and implementing changes to processes designed to comply with any such laws and regulations;

- Responding to cybersecurity incidents as they are detected by containing consequences, investigating causes and impacts, and implementing mitigations;

- Maintaining and utilizing plans for resilience, mitigation, and restoring any capabilities or services that were impaired due to a cybersecurity incident;

- Maintaining cybersecurity liability insurance;

- Maintaining physical controls on a risk-informed basis, including controlling access or monitoring as appropriate; and

- Continuously improving the cybersecurity program by incorporating learning from past experiences and testing, reviewing, and enhancing the controls and capabilities discussed above, including conducting regular cybersecurity incident-response exercises.

PG&E Corporation and the Utility have identified cybersecurity as a key enterprise risk, which they manage through their enterprise risk management system.

PG&E Corporation and the Utility have not experienced any cybersecurity incidents in the last three years that have materially affected the business strategy, results of operations, or financial condition of PG&E Corporation and the Utility.

For more information regarding how cybersecurity threats could materially affect PG&E Corporation and the Utility, see “The Utility’s operational networks and information technology systems could be impacted by a cyber incident, cybersecurity breach, or physical attack.” in Item 1A.

Risk Factors.

Governance

PG&E Corporation’s and the Utility’s Boards of Directors, particularly their Safety and Nuclear Oversight Committees, have primary responsibility for overseeing cybersecurity risk management, including reviewing the companies’ cybersecurity policies, controls, and procedures.

The Safety and Nuclear Oversight Committees participate in cybersecurity risk reviews to promote alignment in operations and asset management in the implementation of mitigation strategies designed to reduce the risk and impact of cybersecurity threats.

In the event that the Safety and Nuclear Oversight Committees identify significant exposures, including with respect to cybersecurity, they communicate such exposure to the Boards of Directors to assess PG&E Corporation’s and the Utility’s risk identification, risk management, and mitigation strategies.

Management provides briefings to the Safety and Nuclear Oversight Committees at least annually, as well as briefings on important cybersecurity incidents and threats as necessary and appropriate or as requested.

These briefings include describing cybersecurity threats, defenses, mitigation strategies, and risk data analytics that may impact the companies’ significant assets.

The Executive Vice President and Chief Information Officer of PG&E Corporation and the Senior Vice President, Chief Security Officer, and Chief Data and Analytics Officer of the Utility have collectively over 50 years of prior work experience in various roles involving information technology and cybersecurity functions.

They are responsible for assessing and managing cybersecurity risks in collaboration with the enterprise risk management team.

Such persons are informed about cybersecurity vulnerabilities and incidents through daily and weekly operating reviews conducted by management and personnel closest to the work as part of the Lean operating system and as otherwise appropriate.

The term of the lease began on April 8, [removed: 2022] [added: 2022,] and the lease grants the Utility an option to purchase the legal parcel that contains the Lakeside Building.

For more information, see Note [removed: 3] [added: 2] of the Notes to the Consolidated Financial Statements in Item 8.

The Utility owns approximately [removed: 148,000] [added: 135,000] acres of land, including approximately [removed: 121,000] [added: 100,000] 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 40,000 acres of the watershed lands available for donation to qualified organizations.

The Utility’s goal is to implement all the LCC transactions by the [removed: end] [added: first quarter] of [removed: 2023,] [added: 2024,] subject to securing all required regulatory approvals.

The Leaseback Agreement commenced on September 17, 2021, and the lease term was extended through June 30, 2024.

On July 11, 2023, the Utility and the Landlord (as defined in Note 2 of the Notes to the Consolidated Financial Statements in Item 8.) entered into an Amendment to Office Lease and an Agreement of Purchase and Sale and Joint Escrow Instructions, pursuant to which the Utility was deemed to have exercised its option to purchase the Property, as modified.

The Utility will continue to lease the Property pursuant to the Lease, as amended, until closing in June 2025.

The Leaseback Agreement commenced on September 17, 2021 and continues through various dates for the various leased spaces, with December 31, 2023 being the latest lease expiration date.

PG&E Corporation also leased approximately 42,000 square feet of office space from a third party in San Francisco, California.

This lease expired, and the leased premises were surrendered at the end of February 2022.

The following individuals serve as executive officers of PG&E Corporation, as of February [removed: 22, 2023.][added: 21, 2024.]

| Patricia K. Poppe | | | | | | [removed: 54] [added: 55] | | | | | | Chief Executive Officer | | | | | | January 4, 2021 to present | | |

| [removed: Christopher A. Foster] | | | | | | [removed: 44] | | | | | | Executive Vice President and Chief [removed: Financial] [added: Customer] Officer | | | | | | March [removed: 20,] [added: 15,] 2021 to [removed: present] [added: October 15, 2023] | | |

| | | | | | | | | | | | | [added: Senior] Vice President and [removed: Interim] Chief [removed: Financial] [added: Information] Officer | | | | | | September [removed: 26,] [added: 21,] 2020 to [removed: March 20, 2021] [added: June 30, 2023] | | |

| Carla J. Peterman | | | | | | [removed: 44] [added: 45] | | | | | | Executive Vice President, Corporate Affairs and Chief Sustainability Officer | | | | | | October 1, 2021 to present | | |

| | | | | | | | | | | | | Executive Vice President, Corporate Affairs | | | | | | June [removed: 1,] 2021 to September [removed: 30,] 2021 | | |

| [removed: Julius Cox] [added: Kaled Awada] | | | | | | [removed: 51] [added: 49] | | | | | | Executive Vice President, [removed: People, Shared Services and Supply Chain,] [added: Chief People Officer,] PG&E Corporation and Pacific Gas and Electric Company | | | | | | [removed: February 1, 2021] [added: January 16, 2024] to present | | |

| | | | | | | | | | | | | Executive Vice President & Chief [removed: Transformation] [added: Human Resources] Officer, [removed: Dynegy] [added: Tenneco] Inc. | | | | | | September [removed: 2017 to April] 2018 [added: to November 2022] | | |

| [removed: Ajay Waghray] | | | | | | [removed: 61] | | | | | | Senior Vice President and Chief Information Officer | | | | | | September 21, 2020 to [removed: present] [added: June 30, 2023] | | |

| [removed: Sumeet Singh] | | | | | | [removed: 44] | | | | | | Executive Vice President, Chief Risk and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2022 to [removed: present] [added: February 28, 2023] | | |

| John R. Simon | | | | | | [removed: 58] [added: 59] | | | | | | Executive Vice President, General Counsel and Chief Ethics & Compliance Officer | | | | | | August 15, 2020 to present | | |

| [removed: Adam L. Wright] [added: Sumeet Singh] | | | | | | 45 | | | | | | Executive Vice President, Operations and Chief Operating Officer, Pacific Gas and Electric Company | | | | | | [removed: February] [added: March] 1, [removed: 2021] [added: 2023] to present | | |

| [removed: Marlene M. Santos] | | | | | | [removed: 62] | | | | | | Executive Vice President and Chief Customer Officer, Pacific Gas and Electric Company | | | | | | March 15, 2021 to [removed: present] [added: October 15, 2023] | | |

| Jason M. Glickman | | | | | | [removed: 42] [added: 43] | | | | | | Executive Vice President, Engineering, Planning, and Strategy, Pacific Gas and Electric Company | | | | | | May 3, 2021 to present | | |

The following individuals serve as executive officers of the Utility as of February [removed: 22, 2023.][added: 21, 2024.]

| [removed: Adam L. Wright] [added: Sumeet Singh] | | | | | | 45 | | | | | | Executive Vice President, Operations and Chief Operating [removed: Officer] [added: Officer, Pacific Gas and Electric Company] | | | | | | [removed: February] [added: March] 1, [removed: 2021] [added: 2023] to present | | |

| Marlene M. Santos | | | | | | [removed: 62] [added: 63] | | | | | | Executive Vice President and Chief Customer [removed: Officer] [added: and Enterprise Solutions Officer, Pacific Gas and Electric Company] | | | | | | [removed: March 15, 2021] [added: October 16, 2023] to present | | |

| Jason M. Glickman | | | | | | [removed: 42] [added: 43] | | | | | | Executive Vice President, Engineering, Planning, and Strategy | | | | | | May 3, 2021 to present | | |

| Stephanie N. Williams | | | | | | [removed: 40] [added: 41] | | | | | | Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company | | | | | | January 10, 2023 to present | | |

| [removed: Sumeet Singh] | | | | | | [removed: 44] | | | | | | Executive Vice President, Chief Risk [removed: Officer] and Chief Safety Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2022 to [removed: present] [added: February 28, 2023] | | |

| Carolyn J. Burke | | | | | | 56 | | | | | | Executive Vice President and Chief Financial Officer | | | | | | May 4, 2023 to present | | |

| | | | | | | | | | | | | Chief Financial Officer & Executive Vice President, Chevron Phillips Chemical Company LLC | | | | | | February 2019 to September 2022 | | |

| | | | | | | | | | | | | Senior positions, including Executive Vice President, Strategy & Administration, Dynegy, Inc. | | | | | | August 2011 to April 2018 | | |

| Ajay Waghray | | | | | | 62 | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2024 to present | | |

| | | | | | | | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation | | | | | | July 1, 2023 to December 31, 2023 | | |

| | | | | | | | | | | | | Global Vice President, Human Resources, Aptiv PLC | | | | | | May 2015 to August 2018 | | |

| Marlene M. Santos | | | | | | 63 | | | | | | Executive Vice President and Chief Customer and Enterprise Solutions Officer, Pacific Gas and Electric Company | | | | | | October 16, 2023 to present | | |

| Ajay Waghray | | | | | | 62 | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 1, 2024 to present | | |

| | | | | | | | | | | | | Executive Vice President and Chief Information Officer, PG&E Corporation | | | | | | July 1, 2023 to December 31, 2023 | | |

| | | | | | | | | | | | | Founder, Agni Growth Ventures, LLC | | | | | | January 2019 to September 2021 | | |

| | | | | | | | | | | | | Executive Vice President and Chief Technology Officer, Assurant Inc. | | | | | | May 2016 to December 2018 | | |

| Kaled Awada | | | | | | 49 | | | | | | Executive Vice President, Chief People Officer, PG&E Corporation and Pacific Gas and Electric Company | | | | | | January 16, 2024 to present | | |

| | | | | | | | | | | | | Executive Vice President & Chief Human Resources Officer, Tenneco Inc. | | | | | | September 2018 to November 2022 | | |

| | | | | | | | | | | | | Global Vice President, Human Resources, Aptiv PLC | | | | | | May 2015 to August 2018 | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | Vice President, Treasury and Investor Relations | | | | | | March 9, 2020 to September 25, 2020 | | |

| | | | | | | | | | | | | Senior positions within PG&E Corporation’s Investor Relations department, including as its Vice President starting in December 2018 | | | | | | November 2017 to March 8, 2020 | | |

| | | | | | | | | | | | | Senior positions within PG&E Corporation and the Utility, including Director, Integrated Grid Planning and Innovation from June 2016 to October 2017 | | | | | | September 2011 to October 2017 | | |

| | | | | | | | | | | | | Senior Vice President & Chief Human Resources Officer, American Electric Power | | | | | | October 2019 to January 2021 | | |

| | | | | | | | | | | | | Executive Vice President & Chief Administrative Officer, Dynegy Inc. | | | | | | October 2014 to September 2017 | | |

| | | | | | | | | | | | | Chief Executive Officer and President, MidAmerican Energy Company | | | | | | January 2018 to January 26, 2021 | | |

| | | | | | | | | | | | | President of MidAmerican Funding LLC | | | | | | January 2018 to January 26, 2021 | | |

| | | | | | | | | | | | | Vice President, Gas Delivery, MidAmerican Energy Company | | | | | | May 2015 to January 2018 | | |

| | | | | | | | | | | | | Vice President, Wind Generation & Development, MidAmerican Energy Company | | | | | | January 2012 to May 2015 | | |

As of February [removed: 16,] [added: 14,] 2023, there were [removed: 43,782] [added: 42,199] holders of record of PG&E Corporation common stock.

MD&A and PG&E Corporation’s Consolidated Statements of Equity, the Utility’s Consolidated Statements of Shareholders’ Equity, and Note [removed: 8] [added: 6] of the Notes to the Consolidated Financial Statements in Item 8.

On July 8, 2021, PG&E Corporation, the Utility, ShareCo and the Fire Victim Trust entered into the Share Exchange and Tax Matters [removed: Agreement, pursuant to which PG&E Corporation and the Utility made a “grantor trust” election for the Fire Victim Trust effective retroactively to the inception of the Fire Victim Trust.][added: Agreement.]

On the dates and in the amounts set forth in the table below, the Fire Victim Trust exchanged a total of [removed: 290,000,000] [added: 477,743,590] Plan Shares, for an equal number of New Shares in the manner contemplated by the Share Exchange and Tax Matters Agreement; in each case, the Fire Victim Trust thereafter reported that it sold the applicable New Shares.

| January [added: 1 - December] 31, 2022 | | | | | | [removed: 40,000,000] [added: 230,000,000] | | |

| April [removed: 14, 2022] [added: 11, 2023] | | | | | | 60,000,000 | | |

As of February 14, 2024, the Fire Victim Trust reported having sold all of the shares of PG&E Corporation common stock it had owned and no longer owning any shares.

| July 12, 2023 | | | | | | 60,000,000 | | |

| December 13, 2023 | | | | | | 67,743,590 | | |

| Total Shares Exchanged | | | | | | 477,743,590 | | |

As a result of the grantor trust election, shares of PG&E Corporation common stock owned by the Fire Victim Trust are treated as held by the Utility and, in turn attributed to PG&E Corporation for income tax purposes.

| October 4, 2022 | | | | | | 35,000,000 | | |

| October 27, 2022 | | | | | | 35,000,000 | | |

| December 12, 2022 | | | | | | 60,000,000 | | |

| Total Shares Exchanged | | | | | | 290,000,000 | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | |

| Electric | | | $ | [removed: 15,060] [added: 17,424] | | | | | $ | [removed: 15,131] [added: 15,060] | | | | | $ | [removed: 13,858] [added: 15,131] | | | | |

| Natural gas | | | [removed: 6,620] [added: 7,004] | | | | | | [removed: 5,511] [added: 6,620] | | | | | | [removed: 4,611] [added: 5,511] | | | | | |

| Total operating revenues | | | [removed: 21,680] [added: 24,428] | | | | | | [removed: 20,642] [added: 21,680] | | | | | | [removed: 18,469] [added: 20,642] | | | | | |

| Cost of electricity | | | [removed: 2,756] [added: 2,443] | | | | | | [removed: 3,232] [added: 2,756] | | | | | | [removed: 3,116] [added: 3,232] | | | | | |

| Cost of natural gas | | | [removed: 2,100] [added: 1,754] | | | | | | [removed: 1,149] [added: 2,100] | | | | | | [removed: 782] [added: 1,149] | | | | | |

| Operating and maintenance | | | [removed: 9,809] [added: 11,924] | | | | | | [removed: 10,200] [added: 9,809] | | | | | | [removed: 8,684] [added: 10,200] | | | | | |

| SB 901 securitization charges, net | | | [removed: 608] [added: 1,267] | | | | | | [removed: —] [added: 608] | | | | | | — | | | | | |

| Wildfire-related claims, net of recoveries | | | [removed: 237] [added: 64] | | | | | | [removed: 258] [added: 237] | | | | | | [removed: 251] [added: 258] | | | | | |

| Wildfire Fund expense | | | [removed: 477] [added: 567] | | | | | | [removed: 517] [added: 477] | | | | | | [removed: 413] [added: 517] | | | | | |

| Depreciation, amortization, and decommissioning | | | [removed: 3,856] [added: 3,738] | | | | | | [removed: 3,403] [added: 3,856] | | | | | | [removed: 3,468] [added: 3,403] | | | | | |

| Total operating expenses | | | [removed: 19,843] [added: 21,757] | | | | | | [removed: 18,759] [added: 19,843] | | | | | | [removed: 16,714] [added: 18,759] | | | | | |

| Operating Income | | | [removed: 1,837] [added: 2,671] | | | | | | [removed: 1,883] [added: 1,837] | | | | | | [removed: 1,755] [added: 1,883] | | | | | |

| Interest income | | | [removed: 162] [added: 606] | | | | | | [removed: 20] [added: 162] | | | | | | [removed: 39] [added: 20] | | | | | |

| Interest expense | | | [removed: (1,917)] [added: (2,850)] | | | | | | [removed: (1,601)] [added: (1,917)] | | | | | | [removed: (1,260)] [added: (1,601)] | | | | | |

| Other income, net | | | [removed: 394] [added: 272] | | | | | | [removed: 457] [added: 394] | | | | | | [removed: 483] [added: 457] | | | | | |

| Reorganization items, net | | | — | | | | | | [removed: (11)] [added: —] | | | | | | [removed: (1,959)] [added: (11)] | | | | | |

| Income Before Income Taxes | | | [removed: 476] [added: 699] | | | | | | [removed: 748] [added: 476] | | | | | | [removed: (942)] [added: 748] | | | | | |

| Income tax provision (benefit) | | | [removed: (1,338)] [added: (1,557)] | | | | | | [removed: 836] [added: (1,338)] | | | | | | [removed: 362] [added: 836] | | | | | |

| Net Income (Loss) | | | [removed: 1,814] [added: 2,256] | | | | | | [removed: (88)] [added: 1,814] | | | | | | [removed: (1,304)] [added: (88)] | | | | | |

| Income (Loss) Attributable to Common Shareholders | | | $ | [removed: 1,800] [added: 2,242] | | | | | $ | [removed: (102)] [added: 1,800] | | | | | $ | [removed: (1,318)] [added: (102)] | | | | |

| Weighted Average Common Shares Outstanding, Basic | | | [removed: 1,987] [added: 2,064] | | | | | | [removed: 1,985] [added: 1,987] | | | | | | [removed: 1,257] [added: 1,985] | | | | | |

| Weighted Average Common Shares Outstanding, Diluted | | | [removed: 2,132] [added: 2,138] | | | | | | [removed: 1,985] [added: 2,132] | | | | | | [removed: 1,257] [added: 1,985] | | | | | |

| Net Income (Loss) Per Common Share, Basic | | | $ | [removed: 0.91] [added: 1.09] | | | | | $ | [removed: (0.05)] [added: 0.91] | | | | | $ | [removed: (1.05)] [added: (0.05)] | | | | |

| Net Income (Loss) Per Common Share, Diluted | | | $ | [removed: 0.84] [added: 1.05] | | | | | $ | [removed: (0.05)] [added: 0.84] | | | | | $ | [removed: (1.05)] [added: (0.05)] | | | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Net Income (Loss) | | | $ | [removed: 1,814] [added: 2,256] | | | | | $ | [removed: (88)] [added: 1,814] | | | | | $ | [removed: (1,304)] [added: (88)] | |

| Pension and other postretirement benefit plans obligations (net of taxes of [added: $6,] $8, [removed: $3,] and [removed: $7,] [added: $3,] at respective dates) | | | [removed: 21] [added: (16)] | | | | | | [removed: 7] [added: 21] | | | | | | [removed: (17)] [added: 7] | | |

| Net unrealized losses on available-for-sale securities (net of taxes of $3, [removed: $0,] [added: $3,] and $0, respectively) | | | [removed: (6)] [added: 8] | | | | | | [removed: —] [added: (6)] | | | | | | — | | |

| Total other comprehensive income (loss) | | | [removed: 15] [added: (8)] | | | | | | [removed: 7] [added: 15] | | | | | | [removed: (17)] [added: 7] | | |

| Comprehensive Income (Loss) | | | [removed: 1,829] [added: 2,248] | | | | | | [removed: (81)] [added: 1,829] | | | | | | [removed: (1,321)] [added: (81)] | | |

| Comprehensive Income (Loss) Attributable to Common Shareholders | | | $ | [removed: 1,815] [added: 2,234] | | | | | $ | [removed: (95)] [added: 1,815] | | | | | $ | [removed: (1,335)] [added: (95)] | |

| [removed: | | |] Balance at December [removed: 31, | | |] [added: 31, 2023] | | | [added: $] | [added: 10] | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| ASSETS | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Current Assets | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| [removed: Cash] [added: Cash] and cash equivalents [added: at December 31] | | | [removed: $] [added: $] | [removed: 734] [added: 635] | | | | | [removed: $] [added: $] | [removed: 291] [added: 734] | | [added: | | | $ | 291 | |]

| Restricted cash (includes [removed: $201] [added: $282] million and [removed: $4] [added: $201] million related to VIEs at respective dates) | | | [added: 297 | | | | | |] 213 | | | | | | [removed: 16] | | | [added: | | | | | |]

| Accounts receivable | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Customers (net of allowance for doubtful accounts of [removed: $166] [added: $445] million and [removed: $171] [added: $166] million at respective dates) (includes [removed: $2.47] [added: $1.7] billion and [removed: $2.06] [added: $2.5] billion related to VIEs, net of allowance for doubtful accounts of [removed: $166] [added: $445] million and [removed: $171] [added: $166] million at respective dates) | | | [added: 2,048 | | | | | |] 2,645 | | | | | | [removed: 2,345] | | | [added: | | | | | |]

| | | | Balance at | | | | | | | | | | | | | | | | | | | | |

| Financing lease liabilities | | | 554 | | | | | | — | | |

| Borrowings under term loan credit facilities | | | 2,100 | | | | | | — | | | | | | — | | |

| Repayments under term loan credit facilities | | | (2,181) | | | | | | — | | | | | | — | | |

| Proceeds from issuance of convertible notes, net of discount and issuance costs of $27, $0, and $0 at respective dates | | | 2,123 | | | | | | — | | | | | | — | | |

| Financing lease liabilities arising from obtaining ROU assets | | | 52 | | | | | | — | | | | | | — | | |

| Reclassification of operating lease liabilities to financing lease liabilities | | | 913 | | | | | | — | | | | | | — | | |

| DWR loan forgiveness and performance-based disbursements | | | 214 | | | | | | — | | | | | | — | | |

| Common stock dividends declared but not yet paid | | | 21 | | | | | | — | | | | | | — | | |

| Common stock issued, net | | | 145,812,810 | | | | | | (2,517) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (2,517) | | | | | | — | | | | | | (2,517) | | |

| Treasury stock disposition | | | — | | | | | | — | | | | | | (247,743,590) | | | | | | 2,517 | | | | | | — | | | | | | — | | | | | | 2,517 | | | | | | — | | | | | | 2,517 | | |

| Common stock dividends declared | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21) | | | | | | — | | | | | | (21) | | | | | | — | | | | | | (21) | | |

| Preferred stock dividend requirement of subsidiary | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14) | | | | | | — | | | | | | (14) | | | | | | — | | | | | | (14) | | |

| Balance at December 31, 2023 | | | 2,133,597,758 | | | | | | $ | 30,374 | | | | | — | | | | | | $ | — | | | | | $ | (5,321) | | | | | $ | (13) | | | | | $ | 25,040 | | | | | $ | 252 | | | | | $ | 25,292 | |

| Electric | | | $ | 17,424 | | | | | $ | 15,060 | | | | | $ | 15,131 | | | | |

| Natural gas | | | 7,004 | | | | | | 6,620 | | | | | | 5,511 | | | | | |

| Cost of electricity | | | 2,443 | | | | | | 2,756 | | | | | | 3,232 | | | | | |

| Cost of natural gas | | | 1,754 | | | | | | 2,100 | | | | | | 1,149 | | | | | |

| SB 901 securitization charges, net | | | 1,267 | | | | | | 608 | | | | | | — | | | | | |

| Wildfire-related claims, net of recoveries | | | 64 | | | | | | 237 | | | | | | 258 | | | | | |

| Wildfire Fund expense | | | 567 | | | | | | 477 | | | | | | 517 | | | | | |

| | | | Balance at | | | | | | | | |

| | | | December 31, 2023 | | | | | | December 31, 2022 | | |

| Restricted cash (includes $282 million and $201 million related to VIEs at respective dates) | | | 294 | | | | | | 213 | | |

| Customers (net of allowance for doubtful accounts of $445 million and $166 million at respective dates) (includes $1.7 billion and $2.5 billion related to VIEs, net of allowance for doubtful accounts of $445 million and $166 million at respective dates) | | | 2,048 | | | | | | 2,645 | | |

| Accrued unbilled revenue (includes $1.1 billion and $1.2 billion related to VIEs at respective dates) | | | 1,254 | | | | | | 1,304 | | |

| Regulatory balancing accounts | | | 5,660 | | | | | | 3,264 | | |

| Regulatory assets | | | 300 | | | | | | 296 | | |

| Gas stored underground and fuel oil | | | 65 | | | | | | 91 | | |

| Materials and supplies | | | 805 | | | | | | 751 | | |

| Wildfire Fund asset | | | 450 | | | | | | 460 | | |

| Electric | | | 80,345 | | | | | | 74,772 | | |

| Gas | | | 29,830 | | | | | | 28,226 | | |

| Financing lease ROU asset and other | | | 787 | | | | | | 18 | | |

| Regulatory assets | | | 17,189 | | | | | | 16,443 | | |

| Customer credit trust | | | 233 | | | | | | 745 | | |

| Nuclear decommissioning trusts | | | 3,574 | | | | | | 3,297 | | |

| Wildfire Fund asset | | | 4,297 | | | | | | 4,847 | | |

| | | | Balance at | | | | | | | | |

| | | | December 31, 2023 | | | | | | December 31, 2022 | | |

| | | | | | | | | | | | | | | | | | | | | |

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

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

| Liabilities subject to compromise | | | — | | | | | | — | | | | | | 413 | | |

| Proceeds from debtor-in-possession credit facility | | | — | | | | | | — | | | | | | 500 | | |

| Repayments of debtor-in-possession credit facility | | | — | | | | | | — | | | | | | (2,000) | | |

| Debtor-in-possession credit facility debt issuance costs | | | — | | | | | | — | | | | | | (6) | | |

| Bridge facility financing fees | | | — | | | | | | — | | | | | | (73) | | |

| Exchanged debt financing fees | | | — | | | | | | — | | | | | | (103) | | |

| Common stock issued | | | — | | | | | | — | | | | | | 7,582 | | |

| Common stock issued in satisfaction of liabilities | | | — | | | | | | — | | | | | | 8,276 | | |

| Balance at December 31, 2019 | | | 529,236,741 | | | | | | $ | 13,038 | | | | | — | | | | | | $ | — | | | | | $ | (7,892) | | | | | $ | (10) | | | | | $ | 5,136 | | | | | $ | 252 | | | | | $ | 5,388 | |

| Common stock issued, net | | | 1,455,441,932 | | | | | | 15,854 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 15,854 | | | | | | — | | | | | | 15,854 | | |

| Liabilities subject to compromise | | | — | | | | | | — | | | | | | 401 | | |

| Bridge facility financing fees | | | — | | | | | | — | | | | | | (33) | | |

| Common stock equity infusion from PG&E Corporation used to satisfy liabilities | | | — | | | | | | — | | | | | | 6,750 | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Balance at December 31, 2019 | | | $ | 258 | | | | | $ | 1,322 | | | | | $ | 8,550 | | | | | $ | (4,796) | | | | | $ | 1 | | | | | $ | 5,335 | |

NOTE 2: BANKRUPTCY FILING

Chapter 11 Proceedings

On January 29, 2019, PG&E Corporation and the Utility commenced the Chapter 11 Cases with the Bankruptcy Court.

Prior to the Emergence Date, PG&E Corporation and the Utility continued to operate their business as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On June 20, 2020, the Bankruptcy Court entered the Confirmation Order confirming the Plan filed on June 19, 2020.

PG&E Corporation and the Utility emerged from Chapter 11 on the Emergence Date of July 1, 2020.

Certain parties filed notices of appeal with respect to the Confirmation Order, including the Ad Hoc Committee of Holders of Trade Claims (the “Trade Committee”).

The Trade Committee appealed the Confirmation Order’s holding, which awarded post-petition interest on general unsecured claims at the federal judgment rate of 2.59%.

The Trade Committee is seeking for its members to receive post-petition interest at the rates specified under their contracts or the rate established under California state law, which is 10%.

The Bankruptcy Court and the federal district court held that the Trade Committee’s members are entitled to post-petition interest at the federal judgment rate.

On June 8, 2021, the Trade Committee appealed the federal district court decision to the Ninth Circuit Court of Appeals.

On August 29, 2022, a three-judge panel of the Ninth Circuit Court of Appeals reversed the federal district court decision 2-1.

On September 12, 2022, the Utility filed a petition for *en banc* review, which was denied on October 5, 2022.

On February 2, 2023, the Utility filed a petition for a writ of certiorari to the Supreme Court of the United States.

PG&E Corporation and the Utility believe it is probable that they will incur a loss in connection with the post-petition interest matter, but the amount of that loss is not reasonably estimable at this time.

If the Ninth Circuit Court of Appeals decision is not reversed, then the matter would be remanded to the Bankruptcy Court to evaluate the rate of interest for each individual contract, the conditions under which the contract rate applies, and whether payment of interest under state law would be warranted for each contract and claimant.

These proceedings therefore will require extensive discovery and motion practice before the Bankruptcy Court with respect to each of these claims on a variety of contractual issues and equitable considerations.

PG&E Corporation and the Utility are unable to predict the timing and outcome of these proceedings or any further appeals.

Except as otherwise set forth in the Plan, the Confirmation Order or another order of the Bankruptcy Court, substantially all pre-petition liabilities were discharged under the Plan.

Unresolved Chapter 11 Claims

PG&E Corporation and the Utility have received over 100,000 proofs of claim since January 29, 2019, of which approximately 80,000 were channeled to a trust for the benefit of holders of certain subrogation claims (the “Subrogation Wildfire Trust”) and the Fire Victim Trust.

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of December 31, [removed: 2022,] [added: 2023,] PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers have concluded that such controls and procedures are effective to ensure that information required to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the 1934 Act is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms, and (ii) accumulated and communicated to PG&E Corporation’s and the Utility’s management, including PG&E Corporation’s and the Utility’s respective principal executive officers and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s report, together with the report of the independent registered public accounting firm, appears in Item 8 of this [removed: 2022] [added: 2023] Form 10-K under the heading “Management’s Report on Internal Control Over Financial Reporting” and “Report of Independent Registered Public Accounting Firm.”

Deloitte & Touche LLP, an independent registered public accounting firm, has audited PG&E Corporation’s and the Utility’s internal control over financial reporting as of December 31, [removed: 2022,] [added: 2023,] based on criteria established in *Internal Control* — *Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

There were no changes in internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, PG&E Corporation’s or the Utility’s internal control over financial reporting.

On December 11, 2023, Patricia K.

Poppe, who serves as the Chief Executive Officer of PG&E Corporation and serves on each of PG&E Corporation’s and the Utility’s Boards of Directors, adopted a Rule 10b5-1 trading arrangement that is intended to satisfy the affirmative defense of Rule 10b5-1(c), for the sale of up to 59,000 shares of PG&E Corporation common stock.

The trading arrangement will terminate on the earlier of December 11, 2024 or the execution of the sale of all 59,000 shares.

Certain officers have made elections to participate in, and are participating in, the PG&E Corporation Retirement Savings Plan (the 401(k) plan), which includes a PG&E Corporation Common Stock Fund investment option, and non-qualified deferred compensation plans, which may have a similar option and are described in PG&E Corporation’s and the Utility’s joint proxy statement.

Also, certain officers have made, and may from time to time make, elections to have shares withheld to cover withholding taxes upon the vesting of restricted stock units or performance share units, or to pay the exercise price and withholding taxes for stock options, which may be designed to satisfy the affirmative defense conditions of Rule 10b5-1 under the Exchange Act or may constitute non-Rule 10b5-1 trading arrangements (as defined in Item 408(c) of Regulation S-K).

Not applicable.

Information regarding executive officers of PG&E Corporation and the Utility is set forth under “Information About Our Executive Officers” at the end of Part I of this [removed: 2022] [added: 2023] Form 10-K.

Other information required by this Item 10 will be included in the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders under the headings “Election of Directors of PG&E Corporation and Pacific Gas and Electric Company” (under the subheadings “Nominees,” “Committee Responsibilities,” “Committee Membership Requirements,” and “Section 16(a) Beneficial Ownership Reporting Compliance,”) and “User Guide” (under the subheading “2024 Annual Meetings,”) which information is incorporated herein by reference.

PG&E Corporation and the Utility have adopted the following documents:

- A Code of Conduct applicable to all officers and employees;

- A Code of Conduct applicable to directors;

- A Code of Conduct applicable to suppliers and contractors;

- Corporate Governance Guidelines (separate guidelines for PG&E Corporation and the Utility); and

- Charters for committees of the Board, including charters for the Audit Committees, the PG&E Corporation Sustainability and Governance Committee, the PG&E Corporation Finance and Innovation Committee and the PG&E Corporation People and Compensation Committee.

Each of these documents is available on PG&E Corporation’s website at https://www.pgecorp.com/about/corporate-governance/company-policies-and-bylaws.html or https://www.pgecorp.com/about/compliance-and-ethics.html.

Any amendment to or waiver from the Code of Conduct that applies to executive officers or directors will be posted on the website.

The following documents are available both on the Corporate Governance section of PG&E Corporation’s website (*www.pgecorp.com/corp/about-us/corporate-governance.page*) and on the Utility’s website (*www.pge.com/en_US/about-pge/company-information/company-information.page,* under the Corporate Governance and the Compliance & Ethics tabs): (1) PG&E Corporation’s and the Utility’s code of conduct (which meets the definition of “code of ethics” of Item 406(b) of the SEC Regulation S-K) adopted by PG&E Corporation and the Utility and applicable to their directors and employees, including their respective principal executive officers, principal financial officers, controllers, and other executive officers, (2) PG&E Corporation’s and the Utility’s respective corporate governance guidelines, and (3) key Board committee charters, including charters for the companies’ Audit Committees and the PG&E Corporation Sustainability and Governance Committee and the People and Compensation Committee.

If any amendments are made to, or any waivers are granted with respect to, provisions of the “code of ethics” by PG&E Corporation or the Utility and that apply to its respective principal executive officers, principal financial officers, or controllers, PG&E Corporation or the Utility, as appropriate, will post the amended code of ethics and any waivers at *www.pgecorp.com/corp/about-us/compliance-ethics/program.page.*

Information responding to Item 11, for each of PG&E Corporation and the Utility, will be included under the headings “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Summary Compensation Table - [removed: 2022,”] [added: 2023,”] “Grants of Plan-Based Awards in [removed: 2022,”] [added: 2023,”] “Outstanding Equity Awards at Fiscal Year End - [removed: 2022,”] [added: 2023,”] “Option Exercises and Stock Vested during [removed: 2022,”] [added: 2023,”] “Pension Benefits - [removed: 2022,”] [added: 2023,”] “Non-Qualified Deferred Compensation - [removed: 2022,”] [added: 2023,”] “Potential Payments Upon Resignation, Retirement, Termination, Change in Control, Death, or Disability,” “Compensation of Non-Employee Directors,” and “Principal Executive Officers’ (PEO) Pay Ratio - [removed: 2022,”] [added: 2023,”] in the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Information regarding the beneficial ownership of securities for each of PG&E Corporation and the Utility is set forth under the headings “Share Ownership Information – Security Ownership of Management” and “Share Ownership Information – Principal Shareholders” in the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders, which information is incorporated herein by reference.

The following table provides information as of December 31, [removed: 2022] [added: 2023] concerning shares of PG&E Corporation common stock authorized for issuance under PG&E Corporation’s existing equity compensation plans.

(1) Includes 160 phantom stock units, [removed: 9,658,300] [added: 9,381,402] restricted stock units and [removed: 19,313,387] [added: 10,218,386] performance shares.

For performance shares, amounts reflected in this table assume payout in shares at 200% of target [added: for operational and financial metrics] or, for performance shares granted in 2021, reflects the estimated payout percentage of [removed: zero percent] [added: 100%] for performance shares using [removed: a total shareholder return] [added: operational] and financial [removed: metric, 200%] [added: metrics, and 100% of target] for [removed: performance shares using operational metrics.][added: the total shareholder return metric.]

For [added: 2019] performance-based stock options, amounts reflected in this table reflect actual payout of 102%.

(2) This is the weighted average exercise price for the [removed: 2,195,834] [added: 1,396,261] options outstanding as of December 31, [removed: 2022.][added: 2023.]

(3) Represents the total number of shares available for issuance under all PG&E Corporation’s equity compensation plans as of December 31, [removed: 2022.][added: 2023.]

In addition, 5.5 million shares related to awards outstanding under the 2006 LTIP at December 31, 2013, or awards granted under the PG&E Corporation 2006 LTIP from January 1, 2014, through May 11, 2014, were cancelled, [removed: forfeited] [added: forfeited,] or expired and became available for issuance under the LTIP.

For more information, see Note [removed: 7] [added: 6] of the Notes to the Consolidated Financial Statements in Item 8.

| Equity compensation plans approved by shareholders | | | | | | 20,996,210 | | | (1) | | | | | | $ | 45.72 | | (2) | | | | | | 61,716,764 | | | (3) | | |

| Total equity compensation plans | | | | | | 20,996,210 | | | (1) | | | | | | $ | 45.72 | | (2) | | | | | | 61,716,764 | | | (3) | | |

| Equity compensation plans approved by shareholders | | | | | | 37,654,078 | | | (1) | | | | | | $ | 40.04 | | (2) | | | | | | 53,350,101 | | | (3) | | |

| Total equity compensation plans | | | | | | 37,654,078 | | | (1) | | | | | | $ | 40.04 | | (2) | | | | | | 53,350,101 | | | (3) | | |

Information responding to Item 13, for each of PG&E Corporation and the Utility, will be included under the headings “Related Party Transactions,” “Independence,” and [removed: “Committees and Memberships”] [added: “Committee Membership Requirements”] in the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Information responding to Item 14, for each of PG&E Corporation and the Utility, will be included under the heading “Information Regarding the Independent Auditor for PG&E Corporation and Pacific Gas and Electric Company” in the Joint Proxy Statement relating to the [removed: 2023] [added: 2024] Annual Meetings of Shareholders, which information is incorporated herein by reference.

Consolidated Statements of Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Comprehensive Income for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Balance Sheets at December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Cash Flows for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] for each of PG&E Corporation and Pacific Gas and Electric Company.

Consolidated Statements of Equity for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] for PG&E Corporation.

Consolidated Statements of Shareholders’ Equity for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020] [added: 2021] for Pacific Gas and Electric Company.

[removed: Condensed] [added: Consolidated] Financial Information of PG&E Corporation (“Parent”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] and for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

Consolidated Valuation and Qualifying Accounts for each of PG&E Corporation and Pacific Gas and Electric Company for the Years Ended December 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020.][added: 2021.]

| 3.1 | | | | | | [Conformed Version of Amended and Restated Articles of Incorporation of PG&E Corporation, filed June 22, 2020, as amended by the Certificate of Amendment of Articles of Incorporation of PG&E Corporation, filed May 24, [removed: 2022](https://www.sec.gov/Archives/edgar/data/1004980/000100498023000029/exhibit-31x12312022.htm)] [added: 2022 (incorporated by reference to PG&E Corporation’s Form 10-K dated December 31, 2022 (File No. 1-12609), Exhibit 3.1)](https://www.sec.gov/Archives/edgar/data/1004980/000100498023000029/exhibit-31x12312022.htm)] | | |

| [removed: 3.2] [added: 3.3] | | | | | | [removed: [Bylaws of PG&E Corporation, Amended] [added: [Amended] and Restated [added: Articles of Incorporation of Pacific Gas and Electric Company, effective] as of June 22, 2020 (incorporated by reference to [removed: PG&E Corporation’s] [added: Pacific Gas and Electric Company’s] Form 8-K dated June 20, 2020 (File No. [removed: 1-12609),] [added: 1-2348),] Exhibit [removed: 3.3)](https://www.sec.gov/Archives/edgar/data/75488/000095015720000795/ex3-3.htm)] [added: 3.2)](https://www.sec.gov/Archives/edgar/data/75488/000095015720000795/ex3-2.htm)] | | |

| [removed: 3.3] [added: 3.4] | | | | | | [removed: [Amended and Restated Articles of Incorporation] [added: [Bylaws] of Pacific Gas and Electric Company, [removed: effective] [added: Amended and Restated] as of [removed: June 22, 2020] [added: May 18, 2023] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: June 20, 2020] [added: May 18, 2023] (File No. 1-2348), Exhibit [removed: 3.2)](http://www.sec.gov/Archives/edgar/data/75488/000095015720000795/ex3-2.htm)] [added: 3.2)](http://www.sec.gov/Archives/edgar/data/75488/000130817923000870/ex3-2_utilitybylaws.htm)] | | |

| [removed: 3.4] [added: 4.5.7] | | | | | | [removed: [Bylaws of Pacific Gas and Electric Company, Amended and Restated] [added: [Eighth Supplemental Indenture, dated] as of [removed: May 20,] [added: March 11,] 2021 (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: May 20,] [added: March 8,] 2021 (File No. 1-2348), Exhibit [removed: 3.1)](https://www.sec.gov/Archives/edgar/data/75488/000095015721000568/ex3-1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312521077390/d141601dex41.htm)] | | |

| [removed: 4.1] [added: 4.4] | | | | | | [Indenture, dated as of August 6, 2018, between Pacific Gas and Electric Company and The Bank of New York Mellon Trust Company, N.A. (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 6, 2018 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312518239786/d442269dex41.htm) | | |

| [removed: 4.2] [added: 4.4.1] | | | | | | [First Supplemental Indenture, dated as of August 6, [removed: 2018, relating to the issuance by Pacific Gas and Electric Company of $500,000,000 aggregate principal amount of 4.25% Senior Notes due August 1, 2023 and $300,000,000 aggregate principal amount of 4.65% Senior Notes due August 1, 2028] [added: 2018] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 6, 2018 (File No. 1-2348), Exhibit 4.2)](https://www.sec.gov/Archives/edgar/data/75488/000119312518239786/d442269dex42.htm) | | |

| [removed: 4.3] [added: 4.4.2] | | | | | | [Second Supplemental Indenture, dated as of July 1, [removed: 2020, to the Indenture, dated as of August 6, 2018, between Pacific Gas and Electric Company and BOKF, N.A., as trustee (including forms of certain series of Reinstated Senior Notes)] [added: 2020] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated July 2, 2020 (File No. 1-2348), Exhibit 4.5)](https://www.sec.gov/Archives/edgar/data/75488/000119312520185803/d947912dex45.htm) | | |

| [removed: 4.4] [added: 4.2] | | | | | | [Indenture, dated as of April 22, 2005, supplementing, amending and restating the Indenture of Mortgage, dated as of March 11, [removed: 2004, as supplemented by a First Supplemental Indenture, dated as of March 23, 2004, and a Second Supplemental Indenture, dated as of April 12, 2004,] [added: 2004 (as supplemented)] between Pacific Gas and Electric Company and The Bank of New York Trust Company, N.A. (incorporated by reference to Pacific Gas and Electric Company’s Form 10-Q for the quarter ended March 31, 2005 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000100498005000134/q105_ex4-1.htm) | | |

| [removed: 4.5] [added: 4.5.18] | | | | | | [removed: [First] [added: [Nineteenth] Supplemental Indenture, dated as of March [removed: 13, 2007, relating to the issuance of $700,000,000 principal amount of Pacific Gas and Electric Company’s 5.80% Senior Notes due March 1, 2037] [added: 30, 2023] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated March [removed: 14, 2007] [added: 28, 2023] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095014907000092/f28330cpexv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523085601/d451112dex41.htm)] | | |

| [removed: 4.6] [added: 4.5.9] | | | | | | [removed: [Third] [added: [Tenth] Supplemental Indenture, dated as of [removed: March 3, 2008, relating to the issuance of $400,000,000 of Pacific Gas and Electric Company’s 6.35% Senior Notes due February 15, 2038] [added: June 22, 2021] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: March 3, 2008] [added: June 22, 2021] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095013408003931/f38560bexv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521196851/d149177dex41.htm)] | | |

| [removed: 4.7] [added: 4.5.11] | | | | | | [removed: [Sixth] [added: [Twelfth] Supplemental Indenture, dated as of [removed: March 6, 2009, relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 6.25% Senior Notes due March 1, 2039] [added: November 15, 2021] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: March 6, 2009] [added: November 10, 2021] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095013409004667/f51717p2exv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521329890/d238028dex41.htm)] | | |

| [removed: 4.8] [added: 4.5.21] | | | | | | [removed: [Eighth] [added: [Twenty-Second] Supplemental Indenture, dated as of November [removed: 18, 2009, relating to the issuance of $550,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 5.40% Senior Notes due January] 15, [removed: 2040] [added: 2023] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November [removed: 18, 2009] [added: 15, 2023] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095012309063785/f54080exv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523280664/d492663dex41.htm)] | | |

| [removed: 4.9] [added: 4.2.12] | | | | | | [removed: [Ninth] [added: [Twenty-Ninth] Supplemental Indenture, dated as of [removed: April 1, 2010, relating to the issuance of $250,000,000 aggregate principal amount of its 5.80% Senior Notes due] March [removed: 1, 2037] [added: 10, 2017] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: April 1, 2010] [added: March 10, 2017] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095012310031219/f55380aexv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312517077796/d179984dex41.htm)] | | |

| [removed: 4.10] [added: 4.5.8] | | | | | | [Ninth Supplemental Indenture, dated as of June 3, 2021, [removed: relating] to the [removed: $800,000,000 aggregate principal amount of 3.000% First Mortgage Bonds due June 15, 2028 (the “First Mortgage Bonds”), between Pacific Gas and Electric Company and the Trustee (including the form] [added: Indenture] of [removed: First] Mortgage [removed: Bonds)] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 1, 2021 (File No. [removed: 1-2348),] [added: 12348),] Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312521180737/d422632dex41.htm) | | |

| [removed: 4.11] [added: 4.5.20] | | | | | | [removed: [Twelfth] [added: [Twenty-First] Supplemental Indenture, dated as of November [removed: 18, 2010, relating] [added: 8, 2023,] to the [removed: issuance] [added: Indenture] of [removed: $250,000,000 aggregate principal amount] [added: Mortgage, dated as] of [removed: Pacific Gas and Electric Company’s 3.50% Senior Notes due October 1,] [added: June 19,] 2020 [removed: and $250,000,000 aggregate principal amount of its 5.40% Senior Notes due January 15, 2040] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated November [removed: 18, 2010] [added: 6, 2023] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095012310106910/f57420exv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523273605/d88970dex41.htm)] | | |

| [removed: 4.12] [added: 4.5.12] | | | | | | [Thirteenth Supplemental Indenture, dated as of [removed: May 13, 2011, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.25% Senior Notes due May 15, 2021] [added: February 18, 2022] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: May 13, 2011] [added: February 16, 2022] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000095012311049762/f59188aexv4w1.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312522046665/d282336dex41.htm)] | | |

| [removed: 4.13] [added: 4.5.13] | | | | | | [Fourteenth Supplemental Indenture, dated as of [removed: September 12, 2011, relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due September 15, 2021] [added: April 4, 2022] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: September 12, 2011] [added: April 4, 2022] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312511245113/d230046dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312522095125/d350762dex41.htm)] | | |

| [removed: 4.14] [added: 4.2.1] | | | | | | [Sixteenth Supplemental Indenture, dated as of December 1, [removed: 2011, relating to the issuance of $250,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.50% Senior Notes due December 15, 2041] [added: 2011] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated December 1, 2011 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312511326784/d262504dex41.htm) | | |

| [removed: 4.15] [added: 4.2.2] | | | | | | [Seventeenth Supplemental Indenture, dated as of April 16, [removed: 2012, relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 4.45% Senior Notes due April 15, 2042] [added: 2012] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated April 16, 2012 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312512163690/d333314dex41.htm) | | |

| [removed: 4.16] [added: 4.2.3] | | | | | | [Eighteenth Supplemental Indenture, dated as of August 16, [removed: 2012, relating to the issuance of $400,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 2.45% Senior Notes due August 15, 2022 and $350,000,000 aggregate principal amount of its 3.75% Senior Notes due August 15, 2042] [added: 2012] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated August 16, 2012 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312512358362/d395395dex41.htm) | | |

| [removed: 4.17] [added: 4.2.4] | | | | | | [Nineteenth Supplemental Indenture, dated as of June 14, [removed: 2013, relating to the issuance of $375,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.25% Senior Notes due June 15, 2023 and $375,000,000 aggregate principal amount of its 4.60% Senior Notes due June 15, 2043] [added: 2013] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated June 14, 2013 (File No. 1-2348), Exhibit 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312513258873/d553640dex41.htm) | | |

| [removed: 4.18] [added: 4.5.19] | | | | | | [Twentieth Supplemental Indenture, dated as of [removed: November 12, 2013, relating to the issuance of $300,000,000 aggregate principal amount of Pacific Gas and Electric Company’s 3.85% Senior Notes due November 15,] [added: June 5,] 2023 [removed: and $500,000,000 aggregate principal amount of its 5.125% Senior Notes due November 15, 2043] (incorporated by reference to Pacific Gas and Electric Company’s Form 8-K dated [removed: November 12, 2013] [added: June 1, 2023] (File No. 1-2348), Exhibit [removed: 4.1)](https://www.sec.gov/Archives/edgar/data/75488/000119312513437289/d625966dex41.htm)] [added: 4.1)](https://www.sec.gov/Archives/edgar/data/1004980/000119312523160746/d502991dex41.htm)] | | |