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UNITEDSTATESSECURITIESANDEXCHANGECOMMISSION

Washington,D.C.,20549FORM10-Q

(Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017

OR

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

For the transition period from ___________ to __________

Commission File Number _______________

Exact Name of Registrant as Specified in its Charter _______________

State or Other Jurisdiction of Incorporation ______________

IRS Employer Identification Number ___________

1-12609 PG&E Corporation California 94-32349141-2348 Pacific Gas and Electric Company California 94-0742640 PG&E Corporation 77 Beale Street P.O. Box 770000 San Francisco, California 94177 ________________________________________

Pacific Gas and Electric Company 77 Beale Street P.O. Box 770000 San Francisco, California 94177______________________________________

Address of principal executive offices, including zip code PG&E Corporation (415) 973-1000 ______________________________________

Pacific Gas and Electric Company (415) 973-7000 _____________________________________

Registrant's telephone number, including area code Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the registrant was required to file such reports), and (2) ha s been sub ject to such filing requirements for the past 90 days. PG&E Corporation: [X] Yes [ ] NoPacific Gas and Electric Company: [X] Yes [ ] No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant toRule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).PG&E Corporation: [X] Yes [ ] NoPacific Gas and Electric Company: [X] Yes [ ] No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.PG&E Corporation: [X] Large accelerated filer [ ] Accelerate d filer [ ] Non-accelerated filer (Do not check if a smaller reporting company)

[ ] Smaller reporting company [ ] Emerging growth companyPacific Gas and Electric Company: [ ] Large accelerated filer [ ] Accelerated filer [X] Non-accelerated filer (Do not check if a smaller reporting company) [ ] Smaller reporting company [ ] Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standardsprovided pursuant to Section 13(a) of the Exchange Act.PG&E Corporation: [ ]Pacific Gas and Electric Company: [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).PG&E Corporation: [ ] Yes [X] No

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Pacific Gas and Electric Company: [ ] Yes [X] No Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Common stock outstanding as of July 21 , 2017 : PG&E Corporation: 512,821,658Pacific Gas and Electric Company: 264,374,809

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PG&ECORPORATIONANDPACIFICGASANDELECTRICCOMPANY

FORM10-QFORTHEQUARTERLYPERIODENDEDJUNE30,2017

TABLEOFCONTENTS

GLOSSARYPARTI.FINANCIALINFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTSPG&E CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMECONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

P ACIFIC GAS AND ELECTRIC COMPANYCONDENSED CONSOLIDATED STATEMENTS OF INCOMECONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMECONDENSED CONSOLIDATED BALANCE SHEETSCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)NOTE 1: ORGANIZATION AND BASIS OF PRESENTATIONNOTE 2: SIGNIFICANT ACCOUNTING POLICIESNOTE 3: REGULATORY ASSETS, LIABILITIES, AND BALANCING ACCOUNTSNOTE 4: DEBTNOTE 5: EQUITYNOTE 6: EARNINGS PER SHARENOTE 7: DERIVATIVESNOTE 8: FAIR VALUE MEASUREMENTSNOTE 9: CONTINGENCIES AND COMMITMENTS

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION ANDRESULTS OF OPERATIONS

OVERVIEWRESULTS OF OPERATIONSLIQUIDITY AND FINANCIAL RESOURCESENFORCEMENT AND LITIGATION MATTERSR EGULATORY MATTERS

STATE AND FEDERAL INITIATIVESENVIRONMEN TAL MATTERSCONTRACTUAL COMMITMENTSRISK MANAGEMENT ACTIVITIESCRITICAL ACCOUNTING POLICIESACCOUNTING STANDARDS ISSUED BUT NOT YET ADOPTEDFORWARD-LOOKING STATEMENTS

ITEM 3. QUANTITATIVE AND QUALITATIV E DISCLOSURES ABOUT MARKET RISKITEM 4. CONTROLS AND PROCEDURES

PARTII.OTHERINFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 1A. RISK FACTORSITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSITEM 5. OTHER INFORMATIONITEM 6. EXHIBITSSIGNATURES

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#FORM10Q_HTM__TOC256000065

GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below. 2016 Form 10-K PG&E Corporation and Pacific Gas and Electric Company's combined Annual Report on Form 10-K for the year ended December 31, 20162017 Q1 Form 10-Q

PG&E Corporation and Pacific Gas and Electric Company's combined Quarterly Report on Form 10-Q for the quarter ended March 31,2017

AB Assembly BillAFUDC allowance for funds used during constructionALJ administrative law judgeARO asset retirement obligationASU accounting standard update issued by the FASB (see below)CAISO California Independent System OperatorCal Fire California Department of Forestry and Fire ProtectionCARB California Air Resources BoardCCA Community Choice AggregatorCentral CoastBoard Central Coast Regional Water Quality Control BoardCEC California Energy Resources Conservation and Development CommissionCO 2 carbon dioxideCP cathodic protectionCPUC California Public Utilities CommissionCRRs congestion revenue rightsDER distributed energy resourcesDIDF Distribution Investment Deferral FrameworkDiablo Canyon Diablo Canyon nuclear power plantDOE U.S. Department of EnergyDOGGR Division of Oil, Gas, and Geothermal ResourcesDOI U.S. Department of the InteriorDRP electric distribution resources planDTSC Department of Toxic Substances ControlEDA equity distribution agreementEMANI European Mutual Association for Nuclear InsuranceEPA Environmental Protection AgencyEPS earnings per common shareEV electric vehicleFASB Financial Accounting Standards BoardFERC Federal Energy Regulatory CommissionGAAP U.S. Generally Accepted Accounting PrinciplesGHG greenhouse gasGRC general rate caseGT&S gas transmission and storageGWH gigawatt-hoursIOU(s) investor-owned utility(ies)IRS Internal Revenue ServiceLTIP long-term incentive planMD&A Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Item 2, of this Form 10-QMOU memorandum of understandingNAV net asset valueNDCTP Nuclear Decommissioning Cost Triennial ProceedingsNEIL Nuclear Electric Insurance LimitedNEM net energy metering

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NERC North American Electric Reliability CorporationNRC Nuclear Regulatory CommissionNTSB National Transportation Safety BoardOEM original equipment manufacturerOES State of California Office of Emergency ServicesOII order instituting investigationOIR order instituting rulemakingORA Office of Ratepayer AdvocatesPCIA Power Charge Indifference AdjustmentPD proposed decisionPFM petition for modificationPHMSA Pipeline and Hazardous Materials Safety AdministrationQF qualifying facilityRegional Board California Regional Water Quality Control Board, Lahontan RegionRFO requests for offersROE return on equityRPS renewable portfolio standardsSB Senate BillSEC U.S. Securities and Exchange CommissionSED Safety and Enforcement Division of the CPUCTE transportation electrificationTO transmission ownerTURN The Utility Reform NetworkUtility Pacific Gas and Electric CompanyVIE(s) variable interest entity(ies)WECC Western Electricity Coordinating CouncilWEMA Wildfire Expense Memorandum AccountWestinghouse Westinghouse Electric Company, LLC

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PARTI.FINANCIALINFORMATIONITEM1.CONDENSEDCONSOLIDATEDFINANCIALSTATEMENTS

PG&ECORPORATIONCONDENSEDCONSOLIDATEDSTATEMENTSOFINCOME

(Unaudited) ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions,exceptpershareamounts) 2017 2016 2017 2016OperatingRevenues

Electric $ 3,323 $ 3,465 $ 6,388 $ 6,596 Natural gas 927 704 2,130 1,547 Totaloperatingrevenues 4,250 4,169 8,518 8,143

OperatingExpenses Cost of electricity 1,123 1,156 1,970 2,106 Cost of natural gas 121 75 446 297 Operating and maintenance 1,546 1,838 3,050 3,848 Depreciation, amortization, and decommissioning 712 699 1,424 1,396 Totaloperatingexpenses 3,502 3,768 6,890 7,647

OperatingIncome 748 401 1,628 496 Interest income 8 5 13 9 Interest expense (225) (207) (443) (410)Other income, net 13 23 34 50

IncomeBeforeIncomeTaxes 544 222 1,232 145 Income tax provision (benefit) 134 12 243 (175)

NetIncome 410 210 989 320 Preferred stock dividend requirement of subsidiary 4 4 7 7

IncomeAvailableforCommonShareholders $ 406 $ 206 $ 982 $ 313 WeightedAverageCommonSharesOutstanding,Basic 511 497 510 495 WeightedAverageCommonSharesOutstanding,Diluted 513 498 512 497 NetEarningsPerCommonShare,Basic $ 0.79 $ 0.41 $ 1.93 $ 0.63 NetEarningsPerCommonShare,Diluted $ 0.79 $ 0.41 $ 1.92 $ 0.63 DividendsDeclaredPerCommonShare $ 0.53 $ 0.49 $ 1.02 $ 0.95

See accompanying Notes to the Condensed Consolidated Financial Statements.

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PG&ECORPORATIONCONDENSEDCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME (Unaudited) ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions) 2017 2016 2017 2016NetIncome $ 410 $ 210 $ 989 $ 320 OtherComprehensiveIncome

Pension and other postretirement benefit plans obligations (net of taxes of $0, $0, $0 and $0, at respective dates) 1 - 1 -

Totalothercomprehensiveincome(loss) 1 - 1 - ComprehensiveIncome 411 210 990 320 Preferredstockdividendrequirementofsubsidiary 4 4 7 7

ComprehensiveIncomeAttributableto CommonShareholders $ 407 $ 206 $ 983 $ 313


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PG&ECORPORATIONCONDENSEDCONSOLIDATEDBALANCESHEETS

(Unaudited) BalanceAt June30, December31,(inmillions) 2017 2016ASSETS CurrentAssets

Cash and cash equivalents $ 178 $ 177 Restricted cash 7 7 Accounts receivable:

Customers (net of allowance for doubtful accounts of $60 and $58 at respective dates) 1,208 1,252 Accrued unbilled revenue 988 1,098 Regulatory balancing accounts 1,565 1,500 Other 760 801

Regulatory assets 522 423 Inventories:

Gas stored underground and fuel oil 132 117 Materials and supplies 369 346

Income taxes receivable 93 160 Other 249 283 Totalcurrentassets 6,071 6,164

Property,Plant,andEquipment Electric 53,692 52,556 Gas 18,555 17,853 Construction work in progress 2,311 2,184 Other 2 2 Totalproperty,plant,andequipment 74,560 72,595

Accumulated depreciation (22,924) (22,014)Netproperty,plant,andequipment 51,636 50,581

OtherNoncurrentAssets Regulatory assets 8,311 7,951 Nuclear decommissioning trusts 2,733 2,606 Income taxes receivable 70 70 Other 1,234 1,226 Totalothernoncurrentassets 12,348 11,853

TOTALASSETS $ 70,055 $ 68,598


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PG&ECORPORATIONCONDENSEDCONSOLIDATEDBALANCESHEETS

(Unaudited) BalanceAt June30, December31,(inmillions,exceptshareamounts) 2017 2016LIABILITIESANDEQUITY CurrentLiabilities

Short-term borrowings $ 1,180 $ 1,516 Long-term debt, classified as current 700 700 Accounts payable:

Trade creditors 1,389 1,495 Regulatory balancing accounts 871 645 Other 423 433

Disputed claims and customer refunds 238 236 Interest payable 220 216 Other 1,927 2,323 Totalcurrentliabilities 6,948 7,564

NoncurrentLiabilities Long-term debt 16,616 16,220 Regulatory liabilities 7,125 6,805 Pension and other postretirement benefits 2,687 2,641 Asset retirement obligations 4,675 4,684 Deferred income taxes 10,753 10,213 Other 2,360 2,279 Totalnoncurrentliabilities 44,216 42,842

CommitmentsandContingencies(Note9) Equity Shareholders'Equity

Common stock, no par value, authorized 800,000,000 shares; 512,220,726 and 506,891,874 shares outstanding at respective dates 12,442 12,198

Reinvested earnings 6,205 5,751 Accumulated other comprehensive loss (8) (9)Totalshareholders'equity 18,639 17,940

NoncontrollingInterest-PreferredStockofSubsidiary 252 252 Totalequity 18,891 18,192

TOTALLIABILITIESANDEQUITY $ 70,055 $ 68,598


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PG&ECORPORATIONCONDENSEDCONSOLIDATEDSTATEMENTSOFCASHFLOWS (Unaudited) SixMonthsEndedJune30,(inmillions) 2017 2016CashFlowsfromOperatingActivities

Net income $ 989 $ 320 Adjustments to reconcile net income to net cash provided by

operating activities: Depreciation, amortization, and decommissioning 1,424 1,396 Allowance for equity funds used during construction (34) (54)Deferred income taxes and tax credits, net 516 350 Disallowed capital expenditures 47 425 Other 121 179 Effect of changes in operating assets and liabilities: Accounts receivable 111 (75) Butte-related insurance receivable 54 (263) Inventories (38) (30) Accounts payable 19 179 Butte-related third-party claims (116) 349 Income taxes receivable/payable 67 (79) Other current assets and liabilities (92) (7) Regulatory assets, liabilities, and balancing accounts, net (353) (769)Other noncurrent assets and liabilities 41 (106)

Netcashprovidedbyoperatingactivities 2,756 1,815 CashFlowsfromInvestingActivities

Capital expenditures (2,474) (2,651)Proceeds from sales and maturities of nuclear decommissioning

trust investments 794 721 Purchases of nuclear decommissioning trust investments (817) (762)Other 8 6

Netcashusedininvestingactivities (2,489) (2,686)CashFlowsfromFinancingActivities

Net issuances (repayments) of commercial paper, net of discount of $3 at respective dates (339) 257 Short-term debt financing 250 250 Short-term debt matured (250) - Proceeds from issuance of long-term debt, net of discount and issuance costs of $11 and $6 at respective dates 734 594 Long-term debt matured or repurchased (345) - Common stock issued 247 289 Common stock dividends paid (488) (440)Other (75) (13)

Netcashprovidedby(usedin)financingactivities (266) 937 Netchangeincashandcashequivalents 1 66 CashandcashequivalentsatJanuary1 177 123 CashandcashequivalentsatJune30 $ 178 $ 189

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Supplementaldisclosuresofcashflowinformation Cash received (paid) for:

Interest, net of amounts capitalized $ (395) $ (357)Income taxes, net 68 54

Supplementaldisclosuresofnoncashinvestingandfinancingactivities Common stock dividends declared but not yet paid $ 271 $ 244 Capital expenditures financed through accounts payable 268 309 Noncash common stock issuances 10 10


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PACIFICGASANDELECTRICCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFINCOME (Unaudited) ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions) 2017 2016 2017 2016OperatingRevenues

Electric $ 3,324 $ 3,465 $ 6,391 $ 6,597 Natural gas 926 704 2,130 1,547 Totaloperatingrevenues 4,250 4,169 8,521 8,144

OperatingExpenses Cost of electricity 1,123 1,156 1,970 2,106 Cost of natural gas 121 75 446 297 Operating and maintenance 1,545 1,837 3,049 3,848 Depreciation, amortization, and decommissioning 712 700 1,424 1,396 Totaloperatingexpenses 3,501 3,768 6,889 7,647

OperatingIncome 749 401 1,632 497 Interest income 7 4 12 8 Interest expense (222) (204) (438) (405)Other income, net 11 21 28 45

IncomeBeforeIncomeTaxes 545 222 1,234 145 Income tax provision (benefit) 136 13 256 (172)

NetIncome 409 209 978 317 Preferred stock dividend requirement 4 4 7 7

IncomeAvailableforCommonStock $ 405 $ 205 $ 971 $ 310


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PACIFICGASANDELECTRICCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFCOMPREHENSIVEINCOME

(Unaudited) ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions) 2017 2016 2017 2016NetIncome $ 409 $ 209 $ 978 $ 317 OtherComprehensiveIncome

Pension and other postretirement benefit plans obligations (net of taxes of $0, $0, $0 and $0, at respective dates ) - 1 1 1

Totalothercomprehensiveincome(loss) - 1 1 1 ComprehensiveIncome $ 409 $ 210 $ 979 $ 318


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PACIFICGASANDELECTRICCOMPANYCONDENSEDCONSOLIDATEDBALANCESHEETS

(Unaudited) BalanceAt June30, December31,(inmillions) 2017 2016ASSETS CurrentAssets

Cash and cash equivalents $ 57 $ 71 Restricted cash 7 7 Accounts receivable:

Customers (net of allowance for doubtful accounts of $60 and $58 at respective dates) 1,208 1,252 Accrued unbilled revenue 988 1,098 Regulatory balancing accounts 1,565 1,500 Other 758 801

Regulatory assets 522 423 Inventories:

Gas stored underground and fuel oil 132 117 Materials and supplies 369 346

Income taxes receivable 84 159 Other 248 282 Totalcurrentassets 5,938 6,056

Property,Plant,andEquipment Electric 53,692 52,556 Gas 18,555 17,853 Construction work in progress 2,311 2,184 Totalproperty,plant,andequipment 74,558 72,593

Accumulated depreciation (22,922) (22,012)Netproperty,plant,andequipment 51,636 50,581

OtherNoncurrentAssets Regulatory assets 8,311 7,951 Nuclear decommissioning trusts 2,733 2,606 Income taxes receivable 70 70 Other 1,111 1,110 Totalothernoncurrentassets 12,225 11,737

TOTALASSETS $ 69,799 $ 68,374


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PACIFICGASANDELECTRICCOMPANYCONDENSEDCONSOLIDATEDBALANCESHEETS

(Unaudited) BalanceAt June30, December31,(inmillions,exceptshareamounts) 2017 2016LIABILITIESANDSHAREHOLDERS'EQUITY CurrentLiabilities

Short-term borrowings $ 1,180 $ 1,516 Long-term debt, classified as current 700 700 Accounts payable:

Trade creditors 1,389 1,494 Regulatory balancing accounts 871 645 Other 468 453

Disputed claims and customer refunds 238 236 Interest payable 218 214 Other 1,664 2,072 Totalcurrentliabilities 6,728 7,330

NoncurrentLiabilities Long-term debt 16,267 15,872 Regulatory liabilities 7,125 6,805 Pension and other postretirement benefits 2,592 2,548 Asset retirement obligations 4,675 4,684 Deferred income taxes 11,063 10,510 Other 2,306 2,230 Totalnoncurrentliabilities 44,028 42,649

CommitmentsandContingencies(Note9) Shareholders'Equity

Preferred stock 258 258 Common stock, $5 par value, authorized 800,000,000 shares;

264,374,809 shares outstanding at respective dates 1,322 1,322 Additional paid-in capital 8,240 8,050 Reinvested earnings 9,220 8,763 Accumulated other comprehensive income 3 2 Totalshareholders'equity 19,043 18,395

TOTALLIABILITIESANDSHAREHOLDERS'EQUITY $ 69,799 $ 68,374


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PACIFICGASANDELECTRICCOMPANYCONDENSEDCONSOLIDATEDSTATEMENTSOFCASHFLOWS (Unaudited) SixMonthsEndedJune30,(inmillions) 2017 2016CashFlowsfromOperatingActivities

Net income $ 978 $ 317 Adjustments to reconcile net income to net cash provided by

operating activities: Depreciation, amortization, and decommissioning 1,424 1,396 Allowance for equity funds used during construction (34) (54)Deferred income taxes and tax credits, net 534 352

Disallowed capital expenditures 47 425 Other 127 144

Effect of changes in operating assets and liabilities: Accounts receivable 113 (76)Butte-related insurance receivable 54 (263)Inventories (38) (30)Accounts payable 45 190 Butte-related third-party claims (116) 349 Income taxes receivable/payable 75 (78)Other current assets and liabilities (72) (5)Regulatory assets, liabilities, and balancing accounts, net (353) (769)

Other noncurrent assets and liabilities 40 (95)Netcashprovidedbyoperatingactivities 2,824 1,803 CashFlowsfromInvestingActivities

Capital expenditures (2,474) (2,651)Proceeds from sales and maturities of nuclear decommissioning

trust investments 794 721 Purchases of nuclear decommissioning trust investments (817) (762)Other 8 6

Netcashusedininvestingactivities (2,489) (2,686)CashFlowsfromFinancingActivities

Net issuances (repayments) of commercial paper, net of discount of $3 at respective dates (339) 257 Short-term debt financing 250 250 Short-term debt matured (250) - Proceeds from issuance of long-term debt, net of discount and issuance costs of $11 and $6 at respective dates 734 594 Long-term debt matured or repurchased (345) - Preferred stock dividends paid (7) (7)Common stock dividends paid (514) (423)Equity contribution from PG&E Corporation 190 280 Other (68) (7)

Netcashprovidedby(usedin)financingactivities (349) 944 Netchangeincashandcashequivalents (14) 61 CashandcashequivalentsatJanuary1 71 59 CashandcashequivalentsatJune30 $ 57 $ 120

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Supplementaldisclosuresofcashflowinformation Cash received (paid) for:

Interest, net of amounts capitalized $ (390) $ (352)Income taxes, net 76 54

Supplementaldisclosuresofnoncashinvestingandfinancingactivities Capital expenditures financed through accounts payable $ 268 $ 309


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NOTESTOTHECONDENSEDCONSOLIDATEDFINANCIALSTATEMENTS(Unaudited)NOTE1:ORGANIZATIONANDBASISOFPRESENTATION

PG&E Corporation is a holding company whose primary operating subsidiary is Pacific Gas and Electric Company, a public utility serving no rthern and cen tralCalifornia. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers. The Utility is primarily regu lated by theCPUC and the FERC. In addition, the NRC oversees the licensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities.

This quarterly report on Form 10-Q is a combined report of PG& E Corporation and the Utility. PG&E Corporation’s Condensed Consolidated Financial Statementsinclude the accounts of PG&E Corporation, the Utility, and other wholly own ed and controlled subsidiaries. The Utility’s Condensed Consolidated FinancialStatements include the accounts of the Utility and its wholly own ed and controlled subsidiaries. All intercompan y transactions have been eliminated inconsolidation. The Notes to the Condensed Consolidated Financial Statements apply to both PG& E Corporation and the Utility. PG&E Corporation and the Utilityassess financial performance and allocate resources on a c onsolidated basis (i.e., the companies operate in one segment) .

The accompanying Condensed Consolidated Financial Statements have been prepared in conformity with GAAP and in accordance with the interim period reportingrequirements of Form 10-Q and refle ct all adjustments (consisting only of normal recurring adjustments) that management believes are necessary for the fairpresentation of PG&E Corporation ’s and the Utility’s financial condition, results of operations, and cash flows for the periods pre sent ed. The information atDecember 31, 201 6 in the Condensed Consolidated Balance Sheets included in this quarterly report was derived from the audited Consolidated Balance Sheets inthe 201 6 Form 10-K. This quarterly report should be read in conjunction wi th the 201 6 Form 10-K.

The preparation of financial statements in conformity with GAAP requires the use of estimates and assumptions that affect the re ported amounts of assets,liabilities, revenues and expenses and the disclosure of contingent asse ts a nd liabilities. Some of the more significant estimates and assumptions relate to theUtility’s regulatory assets and liabilities, legal and regulatory contingencies, insurance recoveries, environmental remediation liabilities, AROs , and pension andother postretirem ent benefit plans obligations. Management believes that its estimates and assumptions reflected in the Condensed Consolidated FinancialStatements are appropriate and reasonable. A change in management’s estimates or assumptions could result i n an adjustment that would have a material impact onPG&E Corporation’s and the Utility’s financial condition and results of operations during the period in which such change occurred. NOTE2:SIGNIFICANTACCOUNTINGPOLICIESThe significant accounting p olicies used by PG&E Corporation and the Utility are discussed in Note 2 of the Notes to the Consolidated Financial Statements in the2016 Form 10-K.VariableInterestEntitiesA VIE is an entity that does not have sufficient equity at risk to finance its activities without additional subordinated financial support from other parties, or whoseequity investors lack any characteristics of a controlling financial interest. An enterprise that has a controlling financial interest in a VIE is a primary beneficiaryand is required to consolidate the VIE. Some of the counterparties to the Utility’s power purchase agreements are considered VIEs. Each of these VIEs was designed to own a power plant that wouldgenerate electricity fo r sale to the Utility. To determine whether the Utility has a controlling interest or was the primary beneficiary of any of these VIEs at June 30,2017 , the Utility assessed whether it ab sorbs any of the VIE’s expected losses or receives any portion of the VIE’s expected residual returns under the terms of thepower purchase agreement, analyzed the variability in the VIE’s gross margin, and considered whether it had any decision-making rig hts associated with theactivities that are most significant to the VIE’s performance, such as dispatch rights and operating and maintenance activities. The Utility’s financial obligation islimited to the amount the Utility pays for delivered electricity and capacity. The Utility did not have any decision-making rights associated with any of the activitiesthat are most significant to the economic per formance of any of these VIEs. Since the Utility was not the primary beneficiary of any of these VIEs at June 30, 2017, it did not consolidate any of them.

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AssetRetirementObligations Detailed studies of t he cost to decommission the Utility’s nuclear generation facilities are conducted every three years in conjunction with the ND CTP . On May25, 2017, the CPUC issued a final decision in the 2015 NDCTP adopting a nuclear decommissioning cost estimate of $1. 1 billion for Humboldt Bay, correspondingto t he Utility’s request, and $2.4 billion for Diablo Canyon, compared to the Utility’ s request of $3.8 billion, or 64 percent of its request. On an aggregate basis, thefinal decision adopt ed a $3.5 billion total nuclear decommissioning cost estimate, compared to $4.8 billion requested by the Utility. Compared to the Utility’sestimated cost to decommission Diablo Canyon, the final decision adopts assumptions which lower costs for large component removal, site sec urity,decommissioning contractor staff, spent nuclear fuel storage, and waste disposal. The Utility can seek recovery of these costs in the 2018 NDCTP. The CPUC’sfinal decision resulted in a $66 million reduction to the ARO on the Condensed Consolidate d Balance Sheets related to the assumed length of the wet cooling periodof spent nuclear fuel after plant shut down. The estimated nuclear decommissioning cost is discounted for GAAP purposes and recognized as an ARO on the Condensed Consolidated Balance Sheets. Thetotal nuclear decommissioning obligation accrue d in accordance with GAAP was $ 3.4 billion at June 30, 2017, and $ 3.5 billion at December 31, 2016 . Theseestimates are based on decommissioning cost studies, prepared in accordance with the CPUC requirements. Changes in these estimates could materially affect theamount of the recorded ARO for these assets. PensionandOtherPost-retirementBenefits PG&E Corporation and the Utility sponsor a non-contributory defined benefit pension plan and cash balance plan. Both plans are included in “Pension Benefits”below. Post-retirement medical and life insurance plans are included in “Other Benefi ts” below. The net periodic benefit costs reflected in PG&E Corporation’s Condensed Consolidated Financial Statements for the three and six months ended June 30, 2017 and2016 were as follows: PensionBenefits OtherBenefits ThreeMonthsEndedJune30,(inmillions) 2017 2016 2017 2016Service cost for benefits earned $ 118 $ 113 $ 15 $ 13 Interest cost 178 179 19 19 Expected return on plan assets (192) (207) (25) (27)Amortization of prior service cost (2) 2 4 4 Amortization of net actuarial loss 5 6 1 1 Netperiodicbenefitcost 107 93 14 10 Regulatory account transfer (1) (23) (8) - - Total $ 84 $ 85 $ 14 $ 10

(1) The Utility recorded these amounts to a regulatory account since they are probable of recovery from, or refund to, customers in future rates. PensionBenefits OtherBenefits SixMonthsEndedJune30,(inmillions) 2017 2016 2017 2016Service cost for benefits earned $ 236 $ 226 $ 30 $ 26 Interest cost 357 358 38 38 Expected return on plan assets (385) (414) (49) (54)Amortization of prior service cost (4) 4 8 8 Amortization of net actuarial loss 11 12 2 2 Netperiodicbenefitcost 215 186 29 20 Regulatory account transfer (1) (46) (17) - - Total $ 169 $ 169 $ 29 $ 20

(1) The Utility recorded these amounts to a regulatory account since they are probable of recovery from, or refund to, customers in future rates.

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There was no material difference between PG&E Corporation and the Utility for the information disclosed above. ReportingofAmountsReclassifiedOutofAccumulatedOtherComprehensiveIncome(Loss)The changes, net of income tax, in PG&E Corporation’s accumulated other comprehensive income (loss) are summarized below: Pension Other Benefits Benefits Total(inmillions,netofincometax) ThreeMonthsEndedJune30,2017Beginning balance $ (25) $ 16 $ (9)Amountsreclassifiedfromothercomprehensiveincome:(1)

Amortization of prior service cost (net of taxes of $1 and $1, respectively) (1) 3 2

Amortization of net actuarial loss (net of taxes of $2 and $1, respectively) 3 - 3

Regulatory account transfer (net of taxes of $1 and $2, respectively) (2) (2) (4)

Netcurrentperiodothercomprehensivegain(loss) - 1 1 Endingbalance $ (25) $ 17 $ (8)

(1) These components are included in the computation of net periodic pension and other postretirement benefi t costs. (See the “Pension and O ther Postretirement Benefits” table above foradditional details.)

Pension Other Benefits Benefits Total(inmillions,netofincometax) ThreeMonthsEndedJune30,2016Beginning balance $ (23) $ 16 $ (7)Amountsreclassifiedfromothercomprehensiveincome:(1)

Amortization of prior service cost (net of taxes of $1 and $1, respectively) 1 3 4

Amortization of net actuarial loss (net of taxes of $2, and $1, respectively) 4 - 4


Netcurrentperiodothercomprehensivegain(loss) - - - Endingbalance $ (23) $ 16 $ (7)

(1) These components are included in the computation of net periodic pension and other postretirement benefit costs. (See the “Pension and Other Postretirement Benefits” table above foradditional details.)

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Pension Other Benefits Benefits Total(inmillions,netofincometax) SixMonthsEndedJune30,2017Beginning balance $ (25) $ 16 $ (9)Amountsreclassifiedfromothercomprehensiveincome:(1)

Amortization of prior service cost (net of taxes of $2 and $3, respectively) (2) 5 3

Amortization of net actuarial loss (net of taxes of $5 and $1, respectively) 6 1 7


Netcurrentperiodothercomprehensivegain(loss) - 1 1 Endingbalance $ (25) $ 17 $ (8)

(1) These components are included in the computation of net periodic pension and other postretirement benefit costs. (See the “P ension and Other Postretirement Benefits” table above foradditional details.)

Pension Other Benefits Benefits Total(inmillions,netofincometax) SixMonthsEndedJune30,2016Beginning balance $ (23) $ 16 $ (7)Amountsreclassifiedfromothercomprehensiveincome:(1)

Amortization of prior service cost (net of taxes of $2 and $3, respectively) 2 5 7

Amortization of net actuarial loss (net of taxes of $4 and $1, respectively) 8 1 9


Netcurrentperiodothercomprehensivegain(loss) - - - Endingbalance $ (23) $ 16 $ (7)

(1) These components are included in the computation of net periodic pension and other postretirement benefit costs. (See the “P ension and Other Postretirement Benefits” table above foradditional details.)

There was no material difference between PG&E Corporation and the Utility for the information disclosed above . RecentlyAdoptedAccountingGuidanceShare-BasedPaymentAccountingIn March 2016, the FASB issued ASU No. 2016-09, Compensation–StockCompensation(Topic718), which amends the existing guidance relating to theaccounting for share-based payment awards issued to employees, including the income tax consequences, classifi cation of awards as either equity or liabilities, andclassification on the statements of cash flows. PG&E Corporation and the Utility have adopted this standard as of the fourth quarter of 2016. ASU 2016-09 requires, on a retrospective basis, that emp loyee taxes paid for withheld shares be classified as cash flows from financing activities rather than as cashflows from operating activities. As such, the Condensed Consolidated Statements of Cash Flows for PG&E Corporation and the Utility for the prior periodspresented were re trospectively adjusted . This change resulted in an increase to cash flows from operating activities and a decrease to cash flows from financingactivities of $ 34 million for the six months ended June 30 , 2016.

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AccountingStandardsIssuedButNotYetAdopted PresentationofNetPeriodicPensionCostIn March 2017, the FASB issued ASU 2017-07, Compensation–RetirementBenefits(Topic715), which amends the existing guidance relating to the presentationof net periodic pension cost and net periodic postretirement benefit cost. The amendment requires an employer to disaggregate the service cost component from theother components of net benefit cost and provides explicit guidance on how to present the service cost component and o ther components in the income statement. In addition, on a prospective basis, the ASU limits the component of net benefit cost eligible to be capitalized to service costs. The ASU will be effective for PG&ECorporation and the Utility on January 1, 2018, with early adoption permitted. Although PG&E Corporation and the Utility are currently evaluating the impact theguidance will have on the Condensed Consolidated Financial Statements and related disclosures , it is not expected to have a material impact t o financial results .RestrictedCashIn November 2016, the FASB issued ASU No. 2016-18, StatementofCashFlows–RestrictedCash(Topic230), which amends the existing guidance relating to thedisclosure of restricted cash and restricted cash equivalen ts on the statement of cash flows. The ASU will be effective for PG&E Corporation and the Utility onJanuary 1, 2018, with early adoption permitted. As of June 30, 2017, PG&E Corporation and the Utility held immaterial balances within restricted cash . P G&ECorporation and the Utility are currently evaluating the impac t the guidance will have on the Condensed Consolidated Statements of Cash Flows and relateddisclosures .RecognitionofLeaseAssetsandLiabilitiesIn February 2016, the FASB issued ASU No. 2016-02, Leases(Topic842), which amends the existing guidance relating to the recognition of lease assets and leaseliabilities on the balance sheet and the disclosure of key information about leasing arrangement s. Under the new standard, an entity must recognize an asset andliability for operating leases on the balance sheet, which were previously not recognized. The ASU will be effective for PG&E Corporation and the Utility onJanuary 1, 2019 and will be appl ied on a modified retrospective basis . P G&E Corporation and the Utility are still evaluating the impact the guidance will have onthe Condensed Consolidated Financial Sta tements and related disclosures. RecognitionandMeasurementofFinancialAssetsandFinancialLiabilities In January 2016, the FASB issued ASU No. 2016-01, FinancialInstruments–Overall(Subtopic825-10):RecognitionandMeasurementofFinancialAssetsandFinancialLiabilities, which amends the existing guidance relating to the recognition, measurement, presentation, and disclosure of financial instruments. Theamendment s require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value,with cha nges in fair value recognized in net income. The majority of PG&E Corporation’s and the Utility’s investments are held in the nuclear decommissioningtrusts. These investments are classified as “available-for-sale” and gains or losses are refundable, or recoverable, from customers through rates. The ASU will beeffective for PG&E Corporation and the Utility on January 1, 2018. PG&E Corporation and the Utility do not anticipate a material impact to the CondensedConsolidated Financial Statements and rela ted disclosures as a result of this ASU.RevenueRecognitionStandardIn May 2014, the FASB issued ASU No. 2014-09, RevenuefromContractswithCustomers, which amends existing revenue recognition guidance, effective January1, 2018 . The objective of the new standard is to provide a single, comprehensive revenue recognition model for all contracts with customers to improvecomparability across entities, industries, jurisdiction s , and capital markets and to provide more useful information to users of fi nancial statements throughimproved and expanded disclosure requirements. PG&E Corporation and the Utility intend to use the modified retrospective method when adopting the newstandard on January 1, 2018. PG&E Corporation and the Utility are currently r eviewing all revenue streams and evaluating the impact the guidance will have on theCondensed Consolidated Financial Statements and related disclosures.

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While the Utility expects that most of its revenue will be included in the scope of ASU 2014-09, it has not yet fully completed its evaluation. The majority of theUtility’s revenue, including energy provided to customers, is from tariff offerings that provide natural gas or electricity without a defined contractual term. For sucharrangements, the Ut ility generally expects that the revenue from contracts with these customers will continue to be equivalent to the electricity or natural gassupplied and billed in that period (including unbilled revenues) and the adoption of the new guidance will not res ult in a significant shift in the timing of revenuerecognition for such sales. The Utility continues to consider the impacts of outstanding industry-re lated issues being addressed by the American Institute of CPAs’Revenue Recognition Working Group and t he FASB’s Transition Resource Group. Additionally, the Utility expects more detailed revenue disclosures related tothe nature, timing and uncertainty in revenues upon adoption of ASU 2014-09. NOTE3:REGULATORYASSETS,LIABILITIES,ANDBALANCINGACCOUNTS RegulatoryAssetsandLiabilities Long-term regulatory assets and liabilities are comprised of the following:

AssetBalanceat

(inmillions)June30,2017 December31,

2016Deferred income taxes $ 4,195 $ 3,859Pension benefits 2,467 2,429Environmental compliance costs 770 778Utility retained generation 342 364Price risk management 84 92Unamortized loss, net of gain, on reacquired debt 69 76Other 384 353Totallong-termregulatoryassets $ 8,311 $ 7,951

LiabilityBalanceat


2016Cost of removal obligations $ 5,342 $ 5,060Recoveries in excess of AROs 661 626Public purpose programs 554 567Other 568 552Totallong-termregulatoryliabilities $ 7,125 $ 6,805

For more information, see Note 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 6 Form 10-K . RegulatoryBalancingAccounts

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Current regulatory balancing accounts receivable and payable are comprised of the following:

Receivable Balanceat


2016Electric distribution $ 285 $ 132 Electric transmission 212 244 Utility generation 117 48 Gas distribution and transmission 433 541 Energy procurement - 132 Public purpose programs 129 106 Other 389 297 Totalregulatorybalancingaccountsreceivable $ 1,565 $ 1,500

Payable Balanceat


2016Electric transmission $ 171 $ 99 Gas distribution and transmission - 48 Energy procurement 86 13 Public purpose programs 376 264 Other 238 221 Totalregulatorybalancingaccountspayable $ 871 $ 645

For more information, see Note 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 6 Form 10-K . NOTE4:DEBTRevolvingCreditFacilitiesandCommercialPaperProgram

The following table summarizes PG&E Corporation’s and the Utility’s outstanding borrowings under their revolving credit facilities and commercial paperprograms at June 30, 2017 :

Lettersof Termination Facility Credit Commercial Facility(inmillions) Date Limit Outstanding Paper AvailabilityPG&E Corporation April 2022 $ 300

(1)$ - $ - $ 300

Utility April 2022 3,000 (2) 42 681 2,277

Totalrevolvingcreditfacilities $ 3,300 $ 42 $ 681 $ 2,577

(1) Includes a $ 50 million lender commitment to the letter of credit sublimit and a $100 million commitment for swingline loans defined as loans that are made available on a same-day basis andare repayable in full within 7 days.

(2) Includes a $500 million lender commitment to the letter of credit sublimit and a $75 million commitment for swingline loans.In May 2017, PG&E Corporation and the Utility each extended the termination dates of their existing revolving credit facilities by one year from April 27, 2021 toApril 27, 2022.OtherShort-termBorrowings In February 2017, the Utility’s $250 million floating rate unsecured term loan, issued in March 2016, matured and was repaid.

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Additionally, in February 2017, the Utility entered into a $250 million floating rate unsecured term loan that matures on February 22, 2018. The proceeds were usedfor general corporate p urposes, including the repayment of a portion of the Utility’s outstanding commercial paper. SeniorNotesIssuancesIn March 2017, the Utility issued $400 million principal amount of 3.30% Senior Notes due March 15, 2027 and $200 million principal amoun t of 4.00% SeniorNotes due December 1, 2046. The proceeds were used for general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercialpaper. PollutionControlBondsIn June 2017, the Utility repurchased and r etired $345 million principal amount of pollution control bonds Series 2004 A through D. Additionally in June 2017, theUtility remarketed three series of pollution control bonds, previously held in treasury, totaling $145 million in principal amount. Ser ies 2008 F and 2010 E bearinterest at 1.75% per annum and mature on November 1, 2026. Series 2008 G bears interest at 1.05% per annum and matures on December 1, 2018.

At June 30, 2017, the interest rates on the $ 614 million principal amount of pollution control bonds Series 1996 C, E, F, and 1997 B and the related loan agreementsranged from 0.84 % to 0.95 % . At June 30 , 2017, the interest rates on the $ 149 million principal amount of pollution control bonds Series 2009 A and B, and therelated loan agreements , were 0.88%. NOTE5:EQUITY

PG&E Corporation’s and the Utility’s changes in equity for the six months ended June 30, 2017 were as follows:

PG&ECorporation Utility Total Total(inmillions) Equity Shareholders'EquityBalanceatDecember31,2016 $ 18,192 $ 18,395 Comprehensive income 990 979 Equity contributions - 190 Common stock issued 257 - Share-based compensation (13) - Common stock dividends declared (528) (514)Preferred stock dividend requirement - (7)Preferred stock dividend requirement of subsidiary (7) - BalanceatJune30,2017 $ 18,891 $ 19,043

In February 2017, PG&E Corporation amended its February 2015 EDA providing for the sale of PG&E Corporation common stock having an aggregate price of upto $275 million. During the six months ended June 30, 2017 , PG&E Corporation sold 0.4 million shares of its common stock under the February 2017 EDA forcash proceeds of $ 28.4 million, net of commissions paid of $ 0.2 million . There were no issuances under the February 2017 EDA for the three months ended June30, 2017. As of June 30, 2017, the remaining sales available under this agreement were $ 246.3 million. PG&E Corporation also issued common stock under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-basedcompensation plans. During the six months ended June 30, 2017 , 4.9 million shares were issued for cash proceeds of $ 218 millio n under these plans.

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NOTE6:EARNINGSPERSHARE

PG&E Corporation’s basic EPS is calculated by dividing the income available for common shareholders by the weighted average number of common sharesoutstanding. PG&E Corporation applies the treasury stock method of reflecting the dilutive effect of outstanding share-based compensation in the calculation ofdiluted EPS. The following is a reconciliation of PG&E Corporation’s income available for common shareholders and weighted average common shares outstanding for calculating diluted EPS: ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions,exceptpershareamounts) 2017 2016 2017 2016Incomeavailableforcommonshareholders $ 406 $ 206 $ 982 $ 313 Weightedaveragecommonsharesoutstanding,basic 511 497 510 495 Add incremental shares from assumed conversions:

Employee share-based compensation 2 1 2 2 Weightedaveragecommonsharesoutstanding,diluted 513 498 512 497 Totalearningspercommonshare,diluted $ 0.79 $ 0.41 $ 1.92 $ 0.63

For each of the periods presented above, the calculation of outstanding common shares on a diluted basis excluded an insignificant amount of options and securitiesthat were antidilutive. NOTE7:DERIVATIVES UseofDerivativeInstruments The Utility is exposed to commodity price risk as a result of its electricity and natural gas procurement activities. Procurement costs are recovered throughcustomer rates. The Utility uses both derivative and non-derivative contracts to manage volatility in customer rates due to fluctuating commodity prices. Derivatives include contracts, such as power purchase agre ements, forwards, futures, swaps, options, and CRRs that are traded either on an exchange or over-the-counter. Derivatives are presented in the Utility’s Condensed Consolidated Balance Sheets recorded at fair value and on a net basis in accordance with master nettingarrangements for each counterparty. The fair value of derivative instruments is further offset by cash collateral paid or received where the right of offset and theintention to offset exist. Price risk management activities that meet t he definition of derivatives are recorded at fair value on PG&E Corporation’s and the Utility’s Condensed ConsolidatedBalance Sheets. These instruments are not held for speculative purposes and are subject to certain regulatory requirements. The Utility expects to fully recover inrates all costs related to derivatives under the applicable ratemaking mechanism in place as long as the Utility’s price risk management activities are carried out inaccordance with CPUC directives. Therefore, all unrealized gains and losses associated with the change in fair value of these derivatives are deferred and recordedwithin the Utility’s regulatory assets and liabilities on the Condensed Consolidated Balance Sheets. Net realized gains or losses on commodity derivat ives arerecorded in the cost of electricity or the cost of natural gas with corresponding increases or decreases to regulatory balancing accounts for recovery from or refund tocustomers. The Utility elects the normal purchase and sale exception for elig ible derivatives. Eligible derivatives are those that require physical delivery in quantities that areexpected to be used by the Utility over a reasonable period in the normal course of business, and do not contain pricing provisions unrelated to the com moditydelivered. These items are not reflected in the Condensed Consolidated Balance Sheets at fair value. Eligible derivatives are accounted for under the accrualmethod of accounting.

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VolumeofDerivativeActivity The volumes of the Utility’s outsta nding derivatives were as follows:

ContractVolumeat June30, December31,

UnderlyingProduct Instruments 2017 2016

Natural Gas (1) (MMBtus (2) ) Forwards, Futures and Swaps 288,947,618 323,301,331 Options 76,490,259 96,602,785

Electricity (Megawatt-hours) Forwards, Futures and Swaps 3,706,674 3,287,397 Congestion Revenue Rights (3) 254,357,332 278,143,281

(1 ) Amounts shown are for the combined positions of the electric fuels and core gas supply portfolios.(2 ) Million British Thermal Units.(3) CRRs are financial instruments that enable the holders to manage variability in electric energy congestion charges due to transmission grid limitations. PresentationofDerivativeInstrumentsintheFinancialStatements At June 30, 2017 , the Utility’s outstanding derivative balances were as follows:

CommodityRisk GrossDerivative TotalDerivative(inmillions) Balance Netting CashCollateral BalanceCurrent assets – other $ 56 $ (10) $ 16 $ 62 Other noncurrent assets – other 123 (4) - 119 Current liabilities – other (52) 10 7 (35)Noncurrent liabilities – other (88) 4 9 (75)Totalcommodityrisk $ 39 $ - $ 32 $ 71

At December 31, 2016 , the Utility’s outstanding derivative balances were as follows:

CommodityRisk GrossDerivative TotalDerivative(inmillions) Balance Netting CashCollateral BalanceCurrent assets – other $ 91 $ (10) $ 1 $ 82 Other noncurrent assets – other 149 (9) - 140 Current liabilities – other (48) 10 - (38)Noncurrent liabilities – other (101) 9 3 (89)Totalcommodityrisk $ 91 $ - $ 4 $ 95

Gains and losses associated with price risk management activities were recorded as follows: CommodityRisk ThreeMonthsEnded SixMonthsEnded June30, June30,(inmillions) 2017 2016 2017 2016Unrealized gain (loss) - regulatory assets and liabilities (1) $ (4) $ 66 $ (52) $ 59 Realized gain (loss) - cost of electricity (2) 1 (12) (4) (41)Realized loss - cost of natural gas (2) (3) (5) (4) (6)Netcommodityrisk $ (6) $ 49 $ (60) $ 12

( 1) Unrealized gains and losses on commodity risk-related derivative instruments are recorded to regulatory liabilities or assets, respectively, rather than being recorded to the CondensedConsolidated Statements of Income. These amounts exclude the impact of cash collateral postings.

( 2) These amounts are fully passed through to customers in rates. Accordingly, net income was not impacted by realized amounts on these instruments. Cash i nflows and outflows associated with derivatives are included in operating cash flows on the Utility’s Condensed Consolidated Statements of Cash Flows. The majority of the Utility’s derivatives contain collateral posting provisions tied to the Utility’s c redit rating from each of th e major credit rating agencies. AtJune 30, 2017 , the Utility’s credit rating was investment grade. If the Utility’s credit rating were to fall below investment grade, the Utility would be required topost additional cash immediately to fully collateralize some of its net liability derivative positions.

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The additional cash collateral that the Utility would be required t o post if the credit risk-related contingency features were triggered was as follows: Balanceat June30, December31,(inmillions) 2017 2016Derivatives in a liability position with credit risk-related

contingencies that are not fully collateralized $ (1) $ (24)Related derivatives in an asset position - 19 Collateral posting in the normal course of business related to

these derivatives - 4 Netpositionofderivativecontracts/additionalcollateral postingrequirements(1) $ (1) $ (1)

(1) This calculation excludes the impact of closed but unpaid positions, as their settlement is not impacted by any of the Utility’s credit risk-related contingencies. NOTE8:FAIRVALUEMEASUREMENTS

PG& E Corporation and the Utility measure their cash equivalents, trust assets, and pri ce risk management instruments at fair value. A three-tier fair valuehierarchy is established that prioritizes the inputs to valuation methodologies used to measure fair v alue:

Level1–Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level2–Other inputs that are directly or indirectly observable in the marketplace. Level3–Unobservable inputs which ar e supported by little or no market activities.

The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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Assets and liabilities measured at fair value on a recurring basis for PG&E Corporation and the Utility are summarized below. Assets held in rabbi trusts are held byPG&E C orporation and not the Utility.

FairValueMeasurements AtJune30,2017(inmillions) Level1 Level2 Level3 Netting(1) TotalAssets: Short-term investments $ 121 $ - $ - $ - $ 121 Nuclear decommissioning trusts

Short-term investments 10 - - - 10 Global equity securities 1,786 - - - 1,786 Fixed-income securities 740 571 - - 1,311 Assets measured at NAV - - - - 16

Totalnucleardecommissioningtrusts(2) 2,536 571 - - 3,123 Price risk management instruments

(Note 7) Electricity 5 9 158 3 175 Gas 2 5 - (1) 6

Totalpriceriskmanagement instruments 7 14 158 2 181

Rabbi trusts Fixed-income securities - 63 - - 63 Life insurance contracts - 71 - - 71

Totalrabbitrusts - 134 - - 134 Long-term disability trust

Short-term investments 5 - - - 5 Assets measured at NAV - - - - 156

Totallong-termdisabilitytrust 5 - - - 161 TOTALASSETS $ 2,669 $ 719 $ 158 $ 2 $ 3,720 Liabilities: Price risk management instruments

(Note 7) Electricity $ 12 $ 17 $ 110 $ (30) $ 109 Gas - 1 - - 1

TOTALLIABILITIES $ 12 $ 18 $ 110 $ (30) $ 110

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral.(2) Represents amount before deducting $ 390 million, primarily related to deferred taxes on appreciatio n of investment value.

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FairValueMeasurements AtDecember31,2016

(inmillions) Level1 Level2 Level3 Netting(1) TotalAssets: Short-term investments $ 105 $ - $ - $ - $ 105 Nuclear decommissioning trusts

Short-term investments 9 - - - 9 Global equity securities 1,724 - - - 1,724 Fixed-income securities 665 527 - - 1,192 Assets measured at NAV - - - - 14

Totalnucleardecommissioningtrusts(2) 2,398 527 - - 2,939 Price risk management instruments

(Note 9 in the 2016 Form 10-K) Electricity 30 18 181 (18) 211 Gas - 11 - - 11

Totalpriceriskmanagement instruments 30 29 181 (18) 222

Rabbi trusts Fixed-income securities - 61 - - 61 Life insurance contracts - 70 - - 70

Totalrabbitrusts - 131 - - 131 Long-term disability trust

Short-term investments 8 - - - 8 Assets measured at NAV - - - - 170

Totallong-termdisabilitytrust 8 - - - 178 TOTALASSETS $ 2,541 $ 687 $ 181 $ (18) $ 3,575

Liabilities: Price risk management instruments

(Note 9 in the 2016 Form 10-K) Electricity $ 9 $ 12 $ 126 $ (21) $ 126 Gas - 2 - (1) 1

TOTALLIABILITIES $ 9 $ 14 $ 126 $ (22) $ 127

(1) Includes the effect of the contractual ability to settle contracts under master netting agreements and margin cash collateral.(2) Represents amount before deducting $3 33 million, primarily related to deferred taxes on appreciation of investment value. ValuationTechniques

The following describes the valuation techniques used to measure the fair value of the assets and liabi lities shown in the tables above. There are no restrictions onthe terms and conditions upon which the investments may be redeemed. Transfers between levels in the fair value hierarchy are recognized as of th e end of thereporting period. There were no material transfers between any levels for the six months ended June 30, 2017 and 2016 .

TrustAssets

AssetsMeasuredatFairValueIn general, investments held in the trusts are exposed to various risks, such as interest rate, cred it, and market volatility risks. N uclear decommissioning trust assetsand other trust assets are composed primarily of equity and fixed-income securities and also include short-ter m investments that are money market funds valued atLevel 1.

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Global e quity securities primarily include i nvestments in common stock that are valued based on quoted prices in active markets and are classified as Level 1. Fixed-income securities are primarily composed of U.S. government and agency securities, municipal securities, and other fixed-income securities, includingcorporate debt securities. U.S. government and agency securities primarily consist of U.S. Treasury securities that are classified as Level 1 because the fair value isdetermined by observable market prices in active markets. A market approach is generally used to estimate the fair value of fixed-income securities classified asLevel 2 using evaluated pricing data such as broker quotes, for similar securities adjusted for observable differences. Significant inputs used in the valuation modelgenerally include benchmark yield curves and issuer spreads. The external credit ratings, coupon rate, and maturity of each security are considered in the valuationmodel, as applicable. AssetsMeasuredatNAVUsingPracticalExpedientInvestments in the nuclear decommissioning trusts and the long-term disability trust that are measured at fair value using the NAV per share practical expedient havenot been classified in the fair value hierarchy tables above. The fair value amounts are included in the tables above in order to reconcile to the amounts presented inthe Condensed Consolidated Balance Sheets. These investments include commingled funds that are composed of equity securities traded publicly on exchanges aswell as fixed-income securities that are composed primarily of U.S. government securities and asset-backed securities. PriceRiskManagementInstrumentsPri ce risk management instruments include physical and financial derivative contracts, such as power purchase agreements, forwards, futures, swaps, options, andCRRs that are traded either on an exchange or over-the-counter.

Power purchase agreements, forw ards, and swaps are valued using a discounted cash flow model. Exchange-traded futures that are valued using observable marketforward prices for the underlying commodity are classified as Level 1. Over-the-counter forwards and swaps that are identical t o exchange-traded futures, or arevalued using forward prices from broker quotes that are corroborated with market data are classified as Level 2. Exchange-traded options are valued usingobservable market data and market-corroborated data and are classif ied as Level 2.

Long-dated power purchase agreements that are valued using significant unobservable data are classified as Level 3. These Level 3 contracts are valued using eitherestimated basis adjustments from liquid trading points or techniques, in cluding extrapolation from observable prices, when a contract term extends beyond a periodfor which market data is available. Market and credit risk ma nagement utilizes models to derive pricing inputs for the valuation of the Utility’s Level 3 instruments using pricing inputs from br okers and historical data.

The Utility holds CRRs to hedge the financial risk of CAISO-imposed congestion charges in the day-ahead market. Limited market data is available in the CAISOauction and between auction dates; therefore, the Utility utilizes historical prices to forecast forward prices. CRRs are classified as Level 3.

Level3MeasurementsandSensitivityAnalysis

The Utility’s market and credit risk management function, which reports to PG&E Corporation’s Chief Financial Officer , is responsible for determining the fairvalue of the Utility’s price risk management derivatives. The Utility’s finance and risk management functions collaborate to determine the appropriate fair valuemethodologies and classification for each derivative. Inputs used and the fair value of Leve l 3 instruments are reviewed period-over-period and compared withmarket conditions to determine reasonableness.

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Significant increases or decreases in any of those inputs would result in a significantly higher or lower fair value, respectively. All reasonable costs related to Level3 instruments are expected to be recoverable through customer rates; therefore, there is no impact to net income resulting from changes in the fair value of theseinstruments. (See Note 7 above.) FairValueat (inmillions) AtJune30,2017 Valuation Unobservable FairValueMeasurement Assets Liabilities Technique Input Range(1)

Congestion revenue rights $ 158 $ 37 Market approach CRR auction prices $ (11.88) - 10.54Power purchase agreements $ - $ 73 Discounted cash flow Forward prices $ 18.81 - 38.80

(1) Represents price per megawatt-hour FairValueat (inmillions) AtDecember31,2016 Valuation Unobservable FairValueMeasurement Assets Liabilities Technique Input Range(1)

Congestion revenue rights $ 181 $ 35 Market approach CRR auction prices $ (11.88) - 6.93Po wer purchase agreements $ - $ 91 Discounted cash flow Forward prices $ 18.07 - 38.80

(1) Represents price per megawatt-hour

Level3Reconciliation

The following table present s the re conciliation for Level 3 price risk management instruments for the three and six months ended June 30, 2017 and 2016 : PriceRiskManagementInstruments(inmillions) 2017 2016Asset (liability) balance as of April 1 $ 49 $ 75 Net realized and unrealized gains:

Included in regulatory assets and liabilities or balancing accounts (1) (1) (9)Asset(liability)balanceasofJune30 $ 48 $ 66

(1) The costs related to price risk management activities are fully passed through to customers in rates . Accordingly, u nrealized gains and losses are deferred in re gulatory liabilities and assetsand net income is not impacted.

PriceRiskManagementInstruments(inmillions) 2017 2016Asset (liability) balance as of January 1 $ 55 $ 89 Net realized and unrealized gains:

Included in regulatory assets and liabilities or balancing accounts (1) (7) (23)Asset(liability)balanceasofJune30 $ 48 $ 66

(1) The costs related to price risk management activities are fully passed through to customers in rates . Accordingly, u nrealized gains and losses are deferred in re gulatory liabilities and assetsand net income is not impacted.

FinancialInstrumentsPG&E Corporation and the Utility use the following methods and assumptions in estimating fair value for financial instruments:

The fair values of cash, restricted cash, net accounts receivable, short-term borrowings, accounts payable, customer deposits, and the Utility’s variable ratepollution control bond loan agreements approximate their carrying values at June 30, 2017 and December 31, 2016 , as they are short-term in nature or haveinterest rates that reset daily.

The fair values of the Utility’s fixed-rate senior notes and fixed-rate pollution control bonds and PG&E Corporation’s fixed-rate senior notes were based onquoted market pri ces at June 30, 2017 and December 31, 2016 .

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The carrying amount and fair value of PG&E Corporation’s and the Utility’s debt instruments were as follows (the table be low excludes financial instruments withcarrying values that approximate their fair values):

AtJune30,2017 AtDecember31,2016(inmillions) CarryingAmount Level2FairValue CarryingAmount Level2FairValuePG&E Corporation $ 348 $ 352 $ 348 $ 352 Utility 16,208 18,583 15,813 17,790 AvailableforSaleInvestmentsThe following table provides a summary of available-for-sale investments:

Total Total Amortized Unrealized Unrealized TotalFair(inmillions) Cost Gains Losses ValueAsofJune30,2017 Nuclear decommissioning trusts

Short-term investments $ 10 $ - $ - $ 10 Global equity securities 527 1,277 (2) 1,802 Fixed-income securities 1,260 57 (6) 1,311

Total(1) $ 1,797 $ 1,334 $ (8) $ 3,123

AsofDecember31,2016 Nuclear decommissioning trusts

Short-term investments $ 9 $ - $ - $ 9 Global equity securities 584 1,157 (3) 1,738 Fixed-income securities 1,156 48 (12) 1,192

Total(1) $ 1,749 $ 1,205 $ (15) $ 2,939

(1) Represents amounts before deducting $ 390 million and $3 33 million at June 30, 2017 and December 31, 2016 , res pectively, primarily related to deferred taxes on appreciation of investmentvalue.

The fair value of fixed-income securities by contractual maturity is as follows:

Asof(inmillions) June30,2017Less than 1 year $ 6 1–5 years 452 5–10 years 308 More than 10 years 545 Totalmaturitiesoffixed-incomesecurities $ 1,311

The following table provid es a summary of activity for fixed income and equity securities : ThreeMonthsEnded SixMonthsEnded June30, June30, 2017 2016 2017 2016(inmillions) Proceeds from sales and maturities of nuclear decommissioning

trust investments $ 324 $ 282 $ 794 $ 721 Gross realized gains on securities held as available-for-sale 13 4 42 9 Gross realized losses on securities held as available-for-sale (3) (1) (8) (3)

NOTE9:CONTINGENCIESANDCOMMITMENTS PG& E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to enforcement and litigation mattersand environmental remediation. A provision for a loss contingency is recorded when it is both probable that a loss has been incurred and the amount of the loss canbe reasonably estimated. A gain contingency is recorded in the period in which all uncertainties have been resolved. The Utility also has substantial financialcommitments in connecti on with agreements entered into to support its operating activities. For more information, see Note 13 “Contingencies and Commitments”of the Notes to the Consolidated Financial Statements in the 2016 Form 10-K. PG&E Corporation’s and the Utility’s finan cial condition, results of operations, andcash flows may be materially affected by the outcome of the following matt ers.

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EnforcementandLitigationMatters

ButteFireLitigationandRegulatoryCitations In September 2015, a wildfire (known as the “Butt e fire”) ignited and spread in Amador and Calaveras Counties in Northern California. On April 28, 2016, CalFire released its report of the investigation of the origin and cause of the wildfire. According to Cal Fire’s report, the fire burned 70,868 acre s, resulted in twofatalities, destroyed 549 homes, 368 outbuildings and four commercial properties, and damaged 44 structures. Cal Fire’s report concluded that the wildfire wascaused when a gray p ine tree contacted the Utility’s electric line which igni ted portions of the tree, and determined that the failure by the Utility and/or itsvegetation management contractors, ACRT Inc. and Trees, Inc., to identify certain potential hazards during its vegetation management program ultimately led tothe failure o f the tree. Third-PartyClaims O n May 23, 2016, individual plaintiffs filed a master complaint against the Utility and its two vegetation management contractors in the Superior Court ofCalifornia for Sacramento County. Subrogation insurers also filed a separate master complaint on the same date. The California Judicial Council had previouslyauthorized the coordination of all cases in Sacramento County. As of June 30, 2017 , approximately 60 complain ts have been filed against the Utility and its twovegetation management contractors in the Superior Court of California in the Counties of Calaveras, San Francisco, Sacramento, and Amador involvingapproximately 2,050 individual plaintiffs representing ap proximately 1,180 households and their insurance companies. These complaints are part of or are in theprocess of being added to the two master complaints. Plaintiffs seek to recover damages and other costs, principally based on inverse condemnation andnegligence theories of liability. Plaintiffs also seek punitive damages. The number of individual complaints and plaintiffs may increase in the future. The Utilitycontinues mediating and settling cases. In addition, o n April 13, 2017, Cal Fire filed a complaint with the Superior Court of the State of California, County of Calaveras, seeking to recover $87 million forits costs incurred on the theory that the Utility and its vegetation management contractors were negligent, among other claims. Also, in May 2017, the OES indicated that it intends to bring a claim against the Utility that it estimates in the approximate amount of $190 million . This claimwould include costs incurred by the OES for tree and debris removal, infrastructure damage, erosion control, and oth er claims related to the Butte f ire. Also, in June2017, the County of Calaveras indicated that it intends to bring a claim against the Utility that it estimates in the approximate amount of $85 million . This claimwould include costs that the County of Calaveras incurred or expects to incur for infrastructure damage, erosion control , and other costs related to the Butte f ire. T wo trials have been scheduled in connection with the Butte fire. On April 14, 2017, the Superior Court of California for Sacr amento County found that six“preference” households (households that include individuals who due to their age and/or physical condition are not likely to meaningfully participate in a trial undernormal scheduling) are entitled to a trial . The trial has been s c heduled to commence on August 14 , 2017 in Sacramento. The court also set a representative trial date for October 30, 2017 in Sacramento. A representative trial is a trial where the parties agree, or the court decides, onplaintiffs who are “representati ve” of broader groups of plaintiffs such that the trial may assist the parties in settling other cases after obtaining verdicts in therepresentative trial.

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EstimatedLossesfromThird-PartyClaims In connection with this matter, the Utility may be liab le for property damages, interest, and attorneys’ fees without having been found negligent, through the theoryof inverse condemnation. On June 22, 2017, the Superior Court for the County of Sacramento rul ed on a motion of several plaintiffs and found tha t the Utility isliable for inverse condemnation. While the ruling is binding only between the Uti lity and the plaintiffs in the coordination p roceeding, others could file law suit sand make similar claims. In addition, the Utility may be liable for fire s uppression costs, personal injury damages, and other damages if the Utility were found tohave been negligent. While the Utility believes it was not negligent, there can be no assurance that a court or jury would agree with the Utility. The Utility believes that it is probable that it will incur a loss of at least $750 million in connection with the Butte fire. This amount is based on assumptions aboutthe number, size, and type of structures damaged or destroyed, the contents of such structures, th e number and types of trees damaged or destroyed, as well asassumptions about personal injury damages, attorneys’ fees, fire suppression costs, and certain other damages , but does not include punitive damages for which theUtility could be liable. In add ition, w hile this amount includes the Utility’s early assumptions about fire suppression costs (including its assessment of the Cal Fireloss) , it does not include any significant portion of the estimated claims from the OES and the County of Calaveras. Th e Utility currently does not have sufficientinformation to reasonably estimate any liability it may have for these additional claims. The Utility currently is unable to reasonably estimate the upper end of the range of losses because it is still in an ea rly stage of the evaluation of claims, themediation and settlement process, and discovery. The process for estimating costs associated with claims relating to the Butte fire requires management to exercisesignificant judgment based on a number of assump tions and subjective factors. As more information becomes known, including additional discovery from theplaintiffs , results from the ongoing mediation and settlement process, review of potential claims from the OES and the County of Calaveras, outcomes o f futurecourt or jury decisions, and information about damages, including punitive damages, that the Utility could be liable for, management estimates and assumptionsregarding the financial impact of the Butte fire may result in material increases to the loss accrued. The following table presents changes in the third-party claims liability since December 31, 2015. The balance for the third-party claims liability is included in Othercurrent liabilities in PG&E Corporation’s and the Utility’s Condensed C onsolidated Balance Sheets: LossAccrual(inmillions) Balance at December 31, 2015 $ - Accrued losses 750 Payments (1) (60)BalanceatDecember31,2016 $ 690 Accrued losses - Payments (1) (116)BalanceatJune30,2017 $ 574

(1) As of June 30, 2017 the Utility entered into settlement agreements in connection with the Butte fire corresponding to approximately $380 million of which $176 million has been paid by the

Utility. In addition to the amounts reflected in the table above, the Utility has incurred cumulative legal expenses of $ 54 million in connection with the Butte fire. For thethree months and six months ended June 30, 2017, the Utility has incurred legal expenses in connection with the Butte fire of $17 and $27 m illion, respectively. LossRecoveries The Utility has liability insurance from various insurers, which provides coverage for third-party liability attributable to the Butte fire in an aggregate amount ofapproximately $900 million. The Utility records i nsurance recoveries when it is deemed probable that a recovery will occur and the Utility can reasonably estimatethe amount or its range. Through June 30, 2017, the Utility recorded $6 46 million for probable insurance recoveries in connection with losses related to the Buttefire. While the Utility plans to seek recovery of all insured losses, it is unable to predict the ultimate amount and timing of such insurance recoveries. In addition, inthe second quarter of 2017, the Utility received $32 million of reimbursements from the insurance polic ies of one of its vegetation management contractors (excluded from t he table below) . Recoveries of additional amounts under the insurance policies of the Utility’s vegetation management contractor s , including policies where the Utility is listed as an add itional insured, are uncertain.

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The following table presents changes in the insurance receivable since December 31, 2015. The balance for the insurance receivable is included in Other accountsreceivable in PG& E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets: InsuranceReceivable(inmillions) Balance at December 31, 2015 $ - Accrued insurance recoveries 625 Reimbursements (50)BalanceatDecember31,2016 $ 575 Accrued insurance recoveries 21 Reimbursements (75)BalanceatJune30,2017 $ 521

If the Utility records losses in connection with claims relating to the Butte fire that materially exceed the amount the Utility accrued for these liabilities, PG&ECorporation’s and the Utility’s financial condition, results of operations, or cash flows could be materially affected in the reporting periods during which additionalcharges are recorded, depending on whether the Utility is able to record or collect insurance recoveries i n amounts sufficient to offset such additional accruals. If the Utility’s ultimate liability were to exceed amounts recoverable under its liability insurance coverage and from third parties, the Utility would expect to seekauthorization from the CPUC to recover any excess amounts from customers. On July 26, 2017, the Utility filed an application with the CPUC requesting toestablish a Wildfire Expense Memorandum Account to track wildfire expenses and to preserve the opportunity for the Utility to reque st recovery of wildfire costs inexcess of insurance at a future date. The resolution of claims, the recoveries from other potentially responsible parties, and future regulatory proceedings, if any,could extend over a number of years. RegulatoryCitations On April 25, 2017, the SED issued two citations to the Utility in connection with the Butte fire, totaling $8.3 million. The SED’s investigation found that neitherthe Utility nor its vegetation management contractors took appropriate steps to prevent the gray pine from leaning and contacting the Utility’s electric line, whichcreated an unsafe and dangerous condition that resulted in that tree leaning and making contact with the electric line, thus causing a fire. The Utility paid thecitation s in June 2017. CPUCMattersOrderInstitutinganInvestigationintoCompliancewithExParteCommunicationRulesOn March 28, 2017, the Utility , the Cities of San Bruno and San Carlos, the ORA, the SED, and TURN (together, the “parties”) jointly submitted to t he CPUC asettlement agreement in connection with the order instituting an investigation into the Utility’s compliance with the CPUC’ s ex parte communication rules and jointly moved for its approval. As pre viously disclosed, the Utility has already incurred a disallowance of $72 million imposed by the CPUC in connection withcertain ex parte communications in the Utility’s 2015 GT&S rate case. Of the $72 million total GT&S ex parte disallowance, $57 million was recognized in 2016and the remaining $15 million was recognize d in the first quarter of 2017. Pursuant to the settlement agreement, the Utility agreed to a total financial remed y of $86.5 million comprised of: (1) a $1 million payment to the Californ ia General Fund, (2) forgoing collection of $63.5 million of GT&S revenue requirements for the years 2018 ($31.75 million) and 2019 ($31.75 mi llion), (3) a $10 millionone-time revenue requirement adjustment to be amortized in equivalent annual amounts ov e r its next GRC cyc le (i.e. , the GRC following the 2017 GRC), and (4)compensation payments to the Cities of San Bruno and San Carlos in a total amount of $12 million ($6 million to each city). In addition, the settlement agreementprovides for certain non-financial remedies, including enhanced noticing obligations between the Utility and CPUC decision-makers, as well as certification ofemployee training on the CPU C ex parte communication rules. Under the terms of the settlement agreement, customers wi ll bear no costs associated with thefinancial remedies set forth above. O n June 19, 2017, the assigned ALJ issued a ruling requesting that the Utility file a supplemental briefing on the number of admitted violations and whether or notthose violations w ere continuing. The Utility filed the brief on June 23, 2017, admitting that 12 communications were violation s of the CPUC’s ex parte rules andnoting that the additional communications at issue in the proceeding had been included by other parties and the Utility did not agree they constituted violations. TheUtility did not admit that any particular violation was continuing, which would be decided by the CPUC if there were no settlement. The CPUC may accept, reject, or modify the terms of the settlement agreement, including imposing additional penalt ies on the Utility. T he statutory deadline forthis proceeding was extended from May 17, 2017 to December 29, 2017. The Utility is unable to predict the outcome of this proceeding. At June 30 , 2017, PG&E Corporation’s and the Utility’s Condensed Consolidated Balance Sheets include a $13 million accrual for the portions of the settlementagreement that would be payable to the California General Fund and the Citie s of San Bruno and San Carlos. In accordanc e with accounting rules, adjustmentsrelated to revenue requirements would be recorded in the perio ds in which they are incurred. For more information about the proceeding, see Note 13 “Contingencies and Commitments” of the Notes to the Consolidated Fina ncial Statements in the 2016Form 10-K.

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OrderInstitutinganInvestigationintotheUtility’sSafetyCulture On August 27, 2015, the CPUC began a formal investigation into whether the organizational culture and governance of PG&E Corporation and the Utility prioritizesafety and adequately direct resources to promote accountability and achieve safety goals and standards. The CPUC directed the SED to evaluate the Utility’s andPG&E Corporation’s organizational culture, governance, policies, practices, and accountability metrics in relation to the Utility’s record of operations, including itsrecord of safety incidents. The CPUC authorized the SED to engage a consult ant to assist in the SED’s investigation and the preparation of a report containing theSED’s assessment. On May 8, 2017, the CPUC President released the consultant's report, accompanied by a scoping memo and ruling. The scoping memo establishes a second phase inthis OII in which th e CPUC wil l evaluate the safety recommendations of the consultant which may lead to the CPUC’s adoption of the recommendations in th ereport, in whole or in part. This phase of the proceeding will also consider all necessary measures, including, but not limited to, a reduction of the Utility’s return onequity until any recommendations adopted by the CPUC are implemented. The Utility plans to adopt the vast majority of the consultant's recommendations and tohave completed most of the agreed-upon recommendations by the middle of 2018. A prehearing conference has been scheduled for August 1, 2017. Under thecurrent schedule, the Utility’s testimony is expected to occur in the f ourth quarter of 2017 with other parties’ testimony and evidentiary hearings expected in thefirst quarter of 2018. PG&E Corporation and the Utility are unable to predict the outcome of this proceeding, including whether additional fines, penalties, or other ratemaking tools willultimately be adopted by the CPUC, and whether the CPUC will requi re that a portion of return on equity for the Utility be dependent on making safety progress asthe CPU C may define in this proceeding. NaturalGasTransmissionPipelineRights-of-Way In 2012, the Utility notified the CPUC and the SED that the Utility planned to complete a system-wide survey of its transmission pipelines in an effort to address aself-reported violation whereby the Utility did not properly identify encroachments (such as building structures and vegetation overgrowth) on the Util ity’s pipelinerights-of-way. The Utility also submitted a proposed compliance plan that set forth the scope and timing of remedial work to remove identified encroachments overa multi-year period and to pay penalties if the proposed milestones were not m et. In March 2014, the Utility informed the SED that the survey had been completedand that remediation work, including removal of the encroachments, was expected to continue for several years. The SED has not addressed the Utility’s proposedcompliance p lan, and it is reasonably possible that the SED will impose fines on the Utility in the future based on the Utility’s failure to continuously survey itssystem and remove encroachments. T he Utility is unable to reasonably estimate the amount or range of f uture charges that could be incurred given the SED’s widediscretion and the number of factors that can be considered in determining penalties.

PotentialSafetyCitations The CPUC has delegated authority to the SED to issue citations and impose penalties for violations identified through audits, investigations, or self-reports. Thereare a number of audit findings, as well as other potential violations identified through various investigations and the Utility’s self-reported non-compliance with lawsand regulations, on which the SED has yet to act. This includes the Utility’s February 2017 self-report related to customer service representatives who handle gasemergency calls that was not timely submitted to the CPUC. The Utility believes it is probable that the SED will impose penalties or take other enforcement actionwith respect to some or all of these violations. The Utility is unable to reasonably estimate the amount or range of future charges that could be incurred for finesimposed by the SED wit h respect to these matters given the wide discretion the SED and other CPUC staff has in determining whether to bring enforcement actionand the number of factors that can be considered in determining the amount of fines. The SED has discretion whether to issue a penalty for each violation, but if it assesses a penalty for a violation, it is required to impose the maximum statutorypenalty of $50,000 , with an administrative limit of $8 million per citation issued. The SED may, at its discretion, impose penalties on a daily basis, or on less than adaily basis, for violations that continued for more than one day. The SED also has wide discretion to determine the amount of penalties based on the totality of thecircumstances, including such factors as the gravity of the violations; the type of harm caused by the violations and the number of persons affected; and the goodfaith of the entity charged in attempting to achieve compliance, after notification of a violation. The SED also is required to consider the appropriateness of theamount of the penalty to the size of t he entity charged. The SED historically has exercised broad discretion in determining whether violations are continuing andthe amount of penalties to be imposed. The CPUC can also issue a n OII and possible additional fines even after the SED has issued a citation. The SED hasimposed fines on the Utility ranging from $50,000 to $16.8 million for violations of electric and nat ural gas laws and regulations.

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FederalInvestigations In 2014, both the U.S. Attorney's Office in San Francisco and the California Attorney General's office opened investigations into matters related to allegedlyimproper communication between the Utility and CPUC personnel. The Utility has cooperated with those inv estigations. In addition, in October 2016, the Utilityreceived a grand jury subpoena and letter from the U.S. Attorney for the Northern District of California advising that the Utility is a target of a federal investigationregarding possible criminal vi olations of the Migratory Bird Treaty Act and conspiracy to violate the act. The investigation involves a removal by the Utility of ahazard ous tree that c ontained an osprey nest and egg in Inverness, California, on March 18, 2016. The utility is coopera ting with this investigation. It is uncertainwheth er any charges will be brought against the Utility as a result of these investigations.OtherMatters PG&E Corporation and the Utility are subject to various claims, lawsuits , and regulatory proceeding s that separately are not considered material . Accruals forcontingencies related to such matters (excluding amounts related to the contingencies discussed above under “Enforcement and Litigation Matters” ) totaled $43million at June 30, 2017 and $45 mill ion at December 31, 2016. These amounts are included in O ther current liabilities in the Condense d Consolidated BalanceSheets. The resolution of these matters is not expected to have a material impact on PG&E Corporation’s and the Utility’s financial co ndition, results of operations,or cash flows. DisallowanceofPlantCostsIn May 2017, the Utility filed a settlement agreement with the CPUC related to the recovery of license renewal costs and cancelled project costs within its pendingapplication t o retire Diablo Canyon Power Plant. The settlement agreement allows for recovery from customers of $18.6 million of the total license renewal projectcost of $53 million evenly over an 8-year period beginning January 1, 2018. Related to cancelled project costs, the settlement allows for recovery from customers of100% of the direct costs incurred prior to June 30, 2016 and 25% recovery of direct costs incurred after June 30, 2016. During the three and six months ended June30, 2017, th e Utility incurred charges of $47 million related to settlement agreement, of which $24 million is for cancelled projects and $23 million is for disallowedlicense renewal costs.

In addition, the Utility is subject to various cost caps within its rate cases that increase the risk of overspend throughout the rate case cycles. Charges may berequired in the future based on the Utility’s ability to manage its capital spending and on the outcome of the CPUC’s audit of 2011 through 2014 capital spendingrelated to its 2015 GT& S rate case. PG&E Corporation and the Utility would record a charge when it is both probable that costs incurred or projected to be incurredfor recently completed plant will not be recoverable through rates and the amount of disallowance can be reasonabl y estimated. Capital disallowances are reflectedin operating and maintenance expenses in the Condensed Consolidated Statements of Income . For more information , see Note 13 “Contingencies andCommitments” of the Notes to the Consolidated Financial St atem ents in the 2016 Form 10-K. EnvironmentalRemediationContingencies

The Utility’s environmental remediation liability is primarily included in non-current liabilities on the Condensed Consolidated Balance Sheets and is composed ofthe following:

Balanceat June30, December31,(inmillions) 2017 2016Topock natural gas compressor station (1) $ 313 $ 299 Hinkley natural gas compressor station (1) 128 135 Former manufactured gas plant sites owned by the Utility or third parties 319 285 Utility-owned generation facilities (other than fossil fuel-fired), other facilities, and third-party disposal sites

131 131

Fossil fuel-fired generation facilities and sites 124 108 Totalenvironmentalremediationliability $ 1,015 $ 958

(1) See “Natural Gas Compressor Station Sites” below.

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The Utility’s gas compressor stations, former manufactured gas plant sites, power plant sites, gas gathering sites, and sites used by the Utility for the storage,recycling, and disposal of potenti ally hazardous substances are subject to requirements issued by the EPA under the federal Resource Conversation and RecoveryAct as well as other state hazardous waste laws. The Utility has a comprehensive program in place designed to comply with federal, state, and local laws andregulations related to hazardous materials, waste, remediation activities, and other environmental requirements. The Utility assesses and monitors, on an ongoingbasis, measures that may be necessary to comply with these laws and regulations and implements changes to its program as deemed appropriate. The Utility’sremediation activities are overseen by the DTSC, several California regional water quality control boards, and various other federal, state, and local agencies. The Uti lity’s environmental remediation liability at June 30, 2017 reflects its best estimate of probable future costs associated with its final remediation plan s . Future costs will depend on ma ny factors, including the extent of work to implement final remediation plans and the Utility’s required time frame for remediation. Future changes in cost estimates and the assumptions on which they are based may have a material impact on the Utility’s f uture financial condition and cash flows. At June 30, 2017 , the Utility expected to recover $ 718 m illion of its environmental remediation liability through various ratemaking mech anisms authorized bythe CPUC. Some of the Utility ’s environmental remediation liability, such as the environmental remediation costs associated with the Hinkley site discussed below,will not be recove red in rates.

NaturalGasCompressorStationSites

The Utility is legally responsible for remediating groundwater contamination caused by hexavalent chromium used in the past at the Utility’s natural gas compressorstations. One of these stations is located near Needles, California a nd is referred to below as the “Topock site.” Another station is located near Hinkley, Californiaand is referred to below as the “Hinkley site.” The Utility is also required to take measures to abate the effects of the contamination on the environment.

TopockSite The Utility’s remediation and abatement efforts at the Topock site are subject to the regulatory authority of the DTSC and the DOI. In November 2015, the Utilitysubmitted its final remediation design to the agencies for approval. The Utility’s design proposes that the Utility construct an in-situ groundwater treatment systemto convert hexavalent chromium into a non-toxic and non-soluble form of chromium. The DTSC conducted an additional environmental review of the proposeddesign and issued a draft environmental impact report for public comment in January 2017. After the DTSC considers public comments that may be made, theDTSC is expected to issue a final environmental impact report in late 2017. After the Utility modifies its design in respon se to the final report, the Utility will seekapproval to begin construction of the new in-situ treatment system in 2018.HinkleySite

The Utility has been implementing interim remediation measures at the Hinkley site to reduce the mass of the chromium p lume and to monitor and controlmovement of the plume. The Utility’s remediation and abatement efforts at the Hinkley site are subject to the regulatory authority of the Regional Board. InNovember 2015, the Regional Board adopted a final clean-up and abat ement order to contain and remediate the underground plume of hexavalent chromium andthe potential environmental impacts. The final order states that the Utility must continue and improve its remediation efforts, define the boundaries of the chromiumplum e, and take other action. Additionally, the final order requires setting plume capture requirements, requires establishing a monitoring and reporting program,and finalizes deadlines for the Utility to meet interim cleanup targets.

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ReasonablyPossibleEnvironmentalContingencies

Although the Utility has provided for known environmental obligations that are probable and reasonably estimable, the Utility’s undiscounted future costs couldincrease by as much as $ 1.0 billion (incl uding amounts related to the Topock and Hinkley sites described above) if the extent of contamination or necessaryremediation is greater than anticipated or if the other potentially responsible parties are not financially able to contribute to these costs . The Utility may incur actualcosts in the future that are materially different than this estimate and such costs could have a material impact on results of operations, financial condition, and cashflows during the period in which they are recorded. NuclearInsurance The Utility maintains multiple insurance policies through NEIL and EMANI, covering nuclear or non- nuclear events at the Utility’s two nuclear generating unitsat Diablo Canyon and the retired Humboldt Bay Unit 3. If NEIL losses in any p olicy year exceed accumulated funds, the Utility could be subject to a maximumaggregate annual retrospective premium obligation of approximately $ 58 million. EMANI provides $ 200 million for any one accident and in the annualaggregate the excess of the combined amount recoverable und er the Utility’s NEIL policies . For more information about the Utility’s nuclear insurancecoverage, see Note 13 of the Notes to the Consolidated Financial Statements in Item 8 of the 2016 Form 10-K.

ResolutionofRemainingChapter11DisputedClaims Various electricity suppliers filed claims in the Utility’s proceeding filed under Chapter 11 of the U.S. Bankruptcy Code seeking payment for energy suppli ed to theUtility’s customers between May 2000 and June 2001. While the FERC and judicial proceedings are pending, the Utility has pursued, and continues to pursue,settlements with electricity suppliers. The Utility has entered into a number of settleme nt agreements with various electricity suppliers to resolve some of thesedisputed claims and to resolve the Utility’s refund claims agains t these electricity suppliers. Under these settlement agreements, a mounts payable by the parties are,in some instan ces, subject to adjustment based on the outcome of the various refund offset and interest issues being considered by the FER C. Generally, any netrefunds, claim offsets, or other credits that the Utility receives from electricity suppliers either through settlement or through the conclusion of the various FERC andjudicial proceedings are refunded to customers through rates in future periods. At December 31, 2016, the Consolidated Balance Sheets reflected $236 million in net claims within Disputed claims and customer refunds. There were nosignificant changes to this balance during the six months ended June 30, 2017. The Utility is uncertain when or how the remaining net disputed claims liability willbe resolved.

TaxMatters PG&E Corporation’s and the Utility’s unrecognized tax benefits may change significantly within the next 12 months due to the resolution of audits. As of June 30,2017 , it is reasonably possible tha t unrecognized tax benefits will decrease by approximately $ 70 million within the next 12 months. PG&E Corporation and theUtility believe that the majority of the decrease will not impact net income. 40

GainContingencies LitigationRelatedtotheSanBrunoAccident As of June 30 , 2017, there were seven shareholder derivative lawsuits seeking recovery on behalf of PG&E Corporation and the Utility for alleged breaches offiduciary duty by certain curr ent and former officers and directors (the “Individual Defendants”), among other claims. Four of the cases were consolidated as theSanBrunoFireDerivativeCasesand are pending in the Superior Court of California, County of San Mateo (the “Court”). Th e remaining three cases are Tellardinv.AnthonyF.Earley,Jr.,etal., IronWorkersMid-SouthPensionFundv.Johns,etal.,and Bushkinv.Rambo,etal. (the “Additional Derivative Cases”).

On March 15, 2017, the parties in the SanBrunoFireDerivativeCasesfiled with the Court a settlement that they reached to resolve the consolidated shareholderderivative lawsuit and certain additional claims against the Individual Defendants. Pursuant to the settlement stipulation , subject to certain conditions : (1) theIndividual Defendants’ directors and officers liability insurance carriers will pay $90 million to PG&E Corporation within 11 business days of the entry of thejudgment approving settlement in the SanBrunoFireDerivativeCases, (2) PG&E Corporat ion and the Utility will implement certain corporate governancetherapeutics for five years , and (3) the Utility will implement certain gas operations therapeutics and maintain certain of them for three years , at an estimated costof up to approximately $3 2 million. In addition, PG&E Corporation agreed to pay any fee and expense award that the Court may grant to counsel for the plaintiffs in the SanBrunoFireDerivativeCasesin an amount not to exceed $25 million for fees and $500,000 for expenses. PG& E Corporation and the Utility also agreed, under their indemnification obligations to the Individual Defendants, to pay $18.3 million of the Individual Defendants’ costs, fees, and expenses incurred in conne ction with responding to,defending and settling the SanBrunoFireDerivativeCasesand the Additional Derivative Cases, including certain fees and expenses for investigating theseclaims. The $18.3 million has been paid, with the majority reflected in PG&E Corporation’s and the Utility’s financial sta tements through December 31, 2016. The settlement is expressly conditioned on, among other things, the Additional Derivative Cases being dismissed with prejudice, which condition can only bewaived by PG&E Corporation and a majority of the Individual Def endants. The preliminary settlement approval hearing took place on A pril 21, 2017. At this hearing, PG&E Corporation and the Utility agreed that notwithstanding theexpiration of the five-year and three-year periods applicable to the corporate and gas op erations therapeutics described above, neither entity will make any materialchanges to such therapeutics unless those changes are reported in PG&E Corporation’s Corporate Responsibility and Sustainability Report or another suitable reportat least three m onths prior to their taking effect. With this modification, the Court preliminarily approved the settlement, preliminarily finding it fair, reasonable,adequate, and in the best interests of PG&E Corporation, the Utility, and the shareholders of PG&E Corp oration. Pursuant to the settlement, plaintiffs in the SanBrunoFireDerivativeCasesfiled an amended complaint on May 16, 2017 designed to capture the broadest range ofclaims to be dismissed as part of the overall settlement. The parties have stipulated that defendants need not respond to the amended complaint unless the settlementfails. On July 18, 2017, the Court issued a judgment approving the settlement. The Court also directed PG&E Corporation to provide at least quarterly reports to th eCourt and to the City of San Bruno summarizing the progress of the implementation of the corporate governance an d gas operations therapeutics. Also, as of July19, 2017, the Additional Derivative Cases were dismissed. The settlement will become effecti ve when all remaining conditions specified in the settlementstipulation are satisfied. There was no impact on PG&E Corporation or the Utility’s Condensed Consolidated Financial Statements fo r the three and six months ended June 30, 2017. PG&ECorporation estimates it will record $65 million in the period when the insurance proceeds are received. PurchaseCommitments In the ordinary course of business, the Utility enters into various agreements to purchase power and electric capacity; natural gas supply, transportation, and storage;nuclear fuel supply and services; and various other commitments. At December 31, 2016, t he Utility had undiscounted future expected obligations ofapproximately $47 billion. (See Note 1 3 of the Notes to the Consolidated Financ ial Statements in Item 8 of the 201 6 Form 10-K . ) The Utility has not enteredinto any new material commitments during the six months ended June 30, 2017.

ITEM2.MANAGEMENT’SDISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTSOFOPERATIONS

OVERVIEWPG&E Corporation is a holding company whose pr imary operating subsidiary is Pacific Gas and Electric Company, a public utility serving northern and centralCalifornia. The Utility generates revenues mainly through the sale and delivery of electricity and natural gas to customers.

The Utility is regulated primarily by the CPUC and the FERC. The CPUC has jurisdiction over the rates, terms , and conditions of service for the Utility’selectricity a nd natural gas distribution op erations, electric generation, and natural gas transportation and storage. The FERC has jurisdiction over the rates andterms and conditions of service governing the Utility’s electric transmission operations and interstate natural gas transportation cont racts. The NRC oversees thelicensing, construction, operation, and decommissioning of the Utility’s nuclear generation facilities. The Utility is also subject to the jurisdiction of other federal,state, an d local governmental agencies.

This is a combined quarterly report of PG&E Corporation and the Utility and should be read in conjunction with each company’s separate Condensed ConsolidatedFinancial Statements and the Notes to the Condensed Consolidated Financial Statements included in this quart erly report. It also should be read in conjunction withthe 2016 Form 10-K.

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SummaryofChangesinNetIncomeandEarningsperShare

The tables below include a summary reconciliation of the key changes in PG&E Corporation’s consolidated income available for common shareholders and EPS toearnings from operations and EPS based on earnings from operations for three and six months ended June 30, 2017 as compared to the same periods in 2016 and asum mary reconciliation of the key drivers of PG&E Corporation’s earnings from operations and EPS based on earnings from operations for the three and sixmonths ended June 30, 2017 as compared to the same periods in 2016. “Earnings from operations” is a non-G AAP financial measure and is calculated as incomeavailable for common shareholders less items impacting comparability. “Items impacting comparability” represent items that management does not consider part ofthe normal course of operations and affect co mparability of financial results between periods. PG&E Corporation uses earnings from operations to understand andcompare operating results across reporting periods for various purposes including internal budgeting and forecasting, short and long-term op erating plans, andemployee incentive compensation. PG&E Corporation believes that earnings from operations provide additional insight into the underlying trends of the businessallowing for a better comparison against historical results and expectations for future performance. Earnings from operations are not a substitute or alternative forGAAP measures such as income available for common shareholders and may not be comparable to similarly titled measures used by other companies. ThreeMonthsEndedJune30, SixMonthsEndedJune30, Earningsper Earningsper CommonShare CommonShare(in millions, Earnings (Diluted) Earnings (Diluted)

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

PG&ECorporation’s

EarningsonaGAAPbasis $ 406 $ 206 $ 0.79 $ 0.41 $ 982 $ 313 $ 1.92 $ 0.63

Items Impacting

Compa rability: (1)

Pipel ine related expenses (2) 17 16 0.03 0.03 33 29 0.06 0.06 Legal and regulatory related expenses (3) 2 8 0.01 0.02 4 18 0.01 0.04 Fines and penalties (4) - 112 - 0.22 36 163 0.07 0.32 Butte fire related insurance

recoveries, net of legal costs (5) (17) (125) (0.03) (0.25) (15) 101 (0.03) 0.20 GT&S revenue timing impact (6) - - - - (88) - (0.17) - Diablo Canyon settlement-related disallowance (7) 32 - 0.06 - 32 - 0.06 - GT&S capital disallowance - 113 - 0.23 - 113 - 0.23 PG&ECorporation’s EarningsfromOperations(8) $ 440 $ 330 $ 0.86 $ 0.66 $ 984 $ 737 $ 1.92 $ 1.48

All amounts presented in the table above are tax adjusted at PG&E Corporatio n’s statutory tax rate of 40.75 percent, exce pt as indicated below. (1) “Items impacting comparability” represent items that management does not consider part of the normal course of operations and affect comparability of financial results between periods.

(2) The Utility incurred costs of $29 mill ion (before the tax impact of $12 million) and $56 million (before the tax impact of $23 million) during the three and six months ended June 30 ,2017, respectively, for pipeline related expenses incurred in connection with the multi-year effort to identify and remove encroachments from transmission pipeline rights-of-way.

(3) The Utility incurred costs of $3 mill ion (before the tax impact of $1 million) and $7 million (before the tax impact of $3 million) during the three and six months ended June 30 , 2017,

respectively, for legal and regulatory related expenses incurred in connection with various enforcement, regulatory, and litigation activities regardin g natural gas matters and regulatorycommunications.

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(4) T he Utility incurred costs of $60 millio n (before the tax impact of $2 4 million) during the six months ended June 30 , 2017, for fines and penalties. This includes costs of $32 million(before the tax impact of $13 million) during the six months ended June 30 , 2017, associated with safety-related cost disallowances imposed b y the C PUC in its April 9, 2015 decision(“San Bruno Penalty Decision”) in the gas transmission pipeline investigations. The Utility also recorded $15 million (before the tax impact of $6 million) during the six months endedJune 30 , 2017, for disallowanc es imposed by the CPUC in its final phase two decision of the 2015 GT&S rate case for prohibited ex parte communications. In addition, the Utilityrecorded $12 million (before the tax impact of $5 million) and $1 million (which is not tax deductible) duri ng the six months ended June 3 0 , 2017, for financial remedies in connectionwith the settlement filed with the CPUC on March 28, 2017, related to the OrderInstitutinganInvestigationintoCompliancewithExParteCommunicationRules. Future fines or penalties may be imposed in connection with other enforcement, regulatory, and litigation activities regarding regulatory communications.

(5) The Utility recorded insurance recoveries, net of legal costs, of $ 29 million (before the tax impact of $ 12 million) and $ 26 mill ion (before the tax impact of $11 million) during the

three and six months ended June 30, 2017, respectively, associated with the Butte fire. This includes $46 million (before the tax impact of $19 million) and $53 million (before th e taximpact of $22 million) during the three and six months ended June 30, 2017, respectively, for insurance recoveries, partially offset by $ 17 million (before the tax impact of $ 7 million)and $ 27 million (before the tax impact of $ 11 million) recorded during the three and six months ended June 30, 2017, respectively, for legal costs associated with the Butte fire.

(6) As a result of the CPUC’s final phase two decision in the 2015 GT&S rate case, during the six months ended June 30 , 2017, the Utility recorded revenues of $150 million (before the tax

impact of $62 million) in excess of the 2017 authorized revenue requirement, which includes the final component of under-collected revenues retroactive to January 1, 2015. (7) As a result of the settlement agreement submitted to the CPUC in connection with the Utility’s pending joint proposal to retire the Diablo Canyon Power Plant, the Utility recorded a total

disallowance of $47 million (before the tax impact of $15 million) during the three and six month s ended June 30, 2017, comprised of cancelled projects of $24 million (before the taximpact of $6 million) and disallowed license renewal costs of $23 million (before the tax impact of $9 million), with no corresponding charges during the same period s in 2016. Aportion of the cancelled projects and disallowed license renewal costs currently is not tax deductible.

(8 ) “Earnings from operations” is a non-GAAP financial measure. ReconciliationofKeyDriversofPG&ECorporation’sEPSfromOperations(Non-GAAP):

ThreeMonthsEndedJune30, SixMonthsEndedJune30, Earningsper Earningsper CommonShare CommonShare

(in millions, except per share amounts) Earnings (Diluted) Earnings (Diluted)

2016 Ea rnings from Operations (1) $ 330 $ 0.66 $ 737 $ 1.48

Timing of 2015 GT&S revenue impact (2) 75 0.15 150 0.29

Growth in rate base earnings (3) 34 0.07 51 0.10 Miscellaneous 22 0.04 51 0.10

Tax benefit on stock compensation (4) - - 31 0.06 Impact of 2017 GRC decision (5) (21) (0.04) (36) (0.07)Increase in shares outstanding - (0.02) - (0.04)

2017EarningsfromOperations(1) $ 440 $ 0.86 $ 984 $ 1.92

( 1 ) See first table above for a reconciliation of EPS on a GAAP basis to EPS from Operations. All amounts presented in the table above are tax adjusted at PG&E Corporation’s statutory

tax rate of 40.75 percent, except for tax benefits on stock compensation. See Footnote 4 below.

(2 ) Represents the impact in 2016 of the delay in the Utility’s 2015 GT&S rate case. The CPUC issued its final phase two decision on December 1, 2016, delaying recognition of the full2016 revenue increase until the fourth quarter of 2016.

(3 ) Represents the impact of the increase in rate base as authorized in various rate cases, including the 2017 GRC, during the three and six months ended June 30, 2017 as compared to the

same periods in 2016. As the final decision in the 2017 GRC was approved by the CPUC in May 2017, this amount includes revenues authorized for the three months ended March 31,2017 that were not recorded until the second quarter of 2017.

(4 ) Represents the incremental tax benefit related to share-based compen sation awards that vested during the six months ended June 30, 2017. Pursuant to ASU 2016-09, Compensation–StockCompensation(Topic718), which PG&E Corporation and the Utility adopted in 2016, excess tax benefits associated with vested awards are refl ected in net income.

(5 ) Represents the impact of lower tax repair benefits as a result of the CPUC’s final decision in the 2017 GRC proceeding, partially offset by the delayed revenue recognition of 2017 GRC-

related capital costs (depreciation and inter est) until the second quarter of 2017 when the CPUC issued its final decision in the 2017 GRC.

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KeyFactorsAffectingFinancialResultsPG&E Corporation and the Utility believe that their future results of operations, financial condition, and cash flows will be materially affected by the followingfactors:

TheOutcomeofEnforcement,Litigation,andRegulatoryMatters. The Utility’s future financial results may continue to be impacted by the outcome ofcurrent and future enforcement, litigation, and regulatory matters, incl uding the impact of the Butte fire, the safety culture OII and any related fines,penalties, or o ther ratemaking tools that could be imposed by the CPUC, including as a result of the phase two of the proceeding, the ex parte OII and therelated settlement agreement that is subject to the CPUC approval, the potential recommendations that the third-part y monitor may make related to theUtility’s conviction i n the federal criminal trial , and potential penalties in connection with the Utility’s safety and other self-reports. (See Item 1A . RiskFactors in the 2016 Form 10-K. )

TheTimingandOutcomeofRatemakingProceedings.The Utility’s results may be impacted by the ti ming and outcome of its FERC TO18 and TO19 rate cases. (S ee “Transmission Owner Rate Cases” in “Regulatory Matters” below for more information.) Additionally, the Utility plans to file its 2019GT&S rate case in the fourth quarter of 2017. The outcome of regulatory proceedings can be affected by many factors, including arguments made byintervening parties, potential rate impacts, the Utility’s reputation, the regulatory and political e nvironments, and other factors.

TheAbilityoftheUtilitytoControlandRecoverOperatingCostsandCapitalExpenditures.The Utility is committed to delivering safe, reliable,sustainable, and affordable electric and gas services to its customers. In creasing demands from state laws and policies relating to increased renewableenergy resources, the reduction of GHG emissions, the expansion of energy efficiency programs, the development and widespread deployment ofdistributed generation and self-genera tion resources, and the development of energy storage technologies have increased pressure on the Utility to achieveefficiencies in its operations in order to maintain the affordability of its service. In any given year the Utility’s ability to earn its authorized rate of returndepends on its ability to manage costs within the amounts authorized in rate case decisions. The Utility forecasts that in 2017 it will incur unrecoveredpipeline-related expenses ranging from $8 0 million to $125 million which pr imarily relate to costs to identify and remove encroachments fromtransmission pipeline rights-of-way. Also, the CPUC decision in the Utility’s 2015 GT&S rate case establishes various cost caps that will increase the riskof overspend over the rate case c ycle through 2018 . (See “Disallowance of Plant Costs” in Note 9 of the Notes to the Condensed Consolidated FinancialStatements in Item 1.)

TheAmountandTimingoftheUtility’sFinancingNeeds. PG&E Corporation contributes equity to the Utility as need ed to maintain the Utility’s CPUC -authorized capital structure. For the six months ended June 30, 2017, PG&E Corporation issued $257 mill ion of common stock and used $190 million ofthe cash proceeds to make equity contributions to the Utility. PG& E Corporation forecasts that it will continue issuing a material amount of equity infuture years, including $400 million to $500 million in 2017, primarily to support the Utility’s capital expenditures. PG&E Corporation may issueadditional equity to fun d unrecoverable pipeline-related expenses and to pay fines and penalties that may be required by the final outcomes of pendingenforcement matters. These additional issuances c ould have a material dilutive impact on PG&E Corporation’s EPS. PG&E Corporati on’s and theUtility’s ability to access the capital markets and the terms and rates of future financings could be affected by the outcome of the matters discussed in Note9 of the Notes to the Condensed Consolidated Financial Statements in Item 1, changes in their respective credit ratings, general economic and marketconditions, and other factors.

ChangesintheUtilityIndustry.The utility industry is undergoing transformative change driven by technological advancements enabling customer choice(for example, customer-owned gen eration and energy storage) and state climate policy supporting a decarbonized economy. California’s environmentalpolicy objectives are accelerating the pace and scope of the industry change. The electric grid is a critical e nabler of the adoption of new energytechnologies that support California's climate change and GHG reduction objectives, which continue to be publicly supported by California policy makersnotwithstanding a recent change in the fed eral approach to such mat ters. In order to enable the California clean energy economy, sustained investmentsare required in grid modernization, renewable integration projects, energy efficiency programs, energy storage options, electric vehicle infrastructure andState infrastru cture modernization (e.g. rail and water projects). The Utility forecasts ove r $1 billion in gri d investments through 2020, that wouldinclude increased remote control and sensor technology of the grid, integration inv estments in connection with DER bi-di rectional energy flows andvoltage fluctuations , advanced grid data analytics, grid storage that enables renewable integration, expanded infrastructure for light, medium , and heavy-duty EVs, transmission integration for renewables, and energy efficiency an d demand response programs. In addition, these changes brought about bytechnological advancements and climate policy may cause a reduction in natural gas usage and increase natural gas costs. The combination of reducednatural gas load and increased cos ts could result in higher natural gas customer bills and potential cost recovery risk.

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For more information about the factors and risks that could affect future results of operations, financial condition, and cash flows, or that could cause future resultsto differ from historical results, see “Item 1A. Risk Factors” in the 2016 Form 10-K and in Part II below under “Item 1A. Risk Factors . ” In addition, t his quarterlyr eport contains fo rward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect manageme nt’s judgment andopinions that are based on current estimates, expectations, and projections about future events and assumptions re gard ing these events and management’ sknowledge of facts as of the date of this report. See the section entitled “Forward-Looking Statements” below for a list of some of the factors that may cause actualresults to differ materially. PG&E Corporation and the Utility are not able to predict all the factors that may affect future results and do not undertake an obligationto update forward-looking statements, whether in response to new informati on, future events, or otherwise. RESULTSOFOPERATIONS PG&ECorporationThe consolidated results of operations consist primarily of results related to the Utility, which are discussed in the “Utility” section below. The following tableprovides a summary of net income available for common shareholders for the t hree and six months ended June 30, 2017 and 2016 : ThreeMonthsEndedJune30, SixMonthsEndedJune30,(inmillions) 2017 2016 2017 2016Consolidated Total $ 406 $ 206 $ 982 $ 313 PG&E Corporation 1 1 11 3 Utility $ 405 $ 205 $ 971 $ 310

PG&E Corporation’s net income primarily consists of income taxes and interest expense on long-term d ebt . The increase in PG&E Corporation’s net income forthe six months ended June 30, 2017 as compared to the same period in 2016 is primarily due to the effect of income tax benefits.

Utility The tables below show certain items from the Utility’s Condensed Consolidated Statements of Income for the three and six months ended June 30, 2017 and 2016 . The tables separately identify the r evenues and costs that impact ed earnings from those that did not impact earnings. In general, expenses the Utility is authorizedto 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 corre spondingamount of revenues collected to recover those pass-through costs, do not impact earnings. In addition, expenses that have been specifically authorized ( such as thepayment of pension costs ) and the corresponding revenues the Utility is authorized to collect to recover such costs do 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 assetsand to provide the Utility an oppo rtunity to earn its authorized rate of return on rate base. Expenses that impact earnings are primarily those that the Utility incurs toown and operate its assets.

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ThreeMonthsEndedJune30,2017 ThreeMonthsEndedJune30,2016 Revenues/Costs: Revenues/Costs:

(inmillions)That Impacted

EarningsThat Did Not

Impact Earnings Total Utility That Impacted


Impact Earnings Total UtilityElectric operating revenues $ 1,948 $ 1,376 $ 3,324 $ 1,993 $ 1,472 $ 3,465 Natural gas operating revenues 760 166 926 525 179 704 Totaloperatingrevenues 2,708 1,542 4,250 2,518 1,651 4,169

Cost of electricity - 1,12 3 1,123 - 1,156 1,156 Cost of natural gas - 121 121 - 75 75 Operating and maintenance 1,247 298 1,545 1,417 420 1,837 Depreciation, amortization, and decommissioning 712 - 712 700 - 700 Totaloperatingexpenses 1,959 1,542 3,501 2,117 1,651 3,768

Operatingincome 749 - 749 401 - 401 Interest income (1) 7 4 Interest expense (1) (222) (204)Other income, net (1) 11 21 Incom e before income taxes 545 222 Income tax provision (1) 136 13 Net income 409 209 Preferred stock dividend requirement (1) 4 4 IncomeAvailableforCommonStock $ 405 $ 205

(1) These items impacted earnings for the three months ended June 30, 2017 and 2016 . SixMonthsEndedJune30,2017 SixMonthsEndedJune30,2016 Revenues/Costs: Revenues/Costs:

(inmillions)That Impacted


Impact Earnings Total Utility That Impacted


Impact Earnings Total UtilityElectric operating revenues $ 3,930 $ 2,461 $ 6,391 $ 3,910 $ 2,687 $ 6,597 Natural gas operating revenues 1,539 591 2,130 1,048 499 1,547 Totaloperatingrevenues 5,469 3,052 8,521 4,958 3,186 8,144

Cost of electricity - 1,97 0 1,970 - 2,106 2,106 Cost of natural gas - 446 446 - 297 297 Operating and maintenance 2,413 636 3,049 3,065 783 3,848 Depreciation, amortization, and decommissioning 1,424 - 1,424 1,396 - 1,396 Totaloperatingexpenses 3,837 3,052 6,889 4,461 3,186 7,647

Operatingincome 1,632 - 1,632 497 - 497 Interest income (1) 12 8 Interest expense (1) (438) (405)Other income, net (1) 28 45 Incom e before income taxes 1,234 145 Income tax provision (benefit) (1) 256 (172)Net income 978 317 Preferred stock dividend requirement (1) 7 7 IncomeAvailableforCommonStock $ 971 $ 310

(1) These items impacted earnings for the six months ended June 30, 2017 and 2016 . UtilityRevenuesandCoststhatImpactedEarnings The following discussion presents the Utility’s operating results for the three and six months ended June 30, 2017 and 2016 , focusing on revenues and expenses thatimpact ed earnings for these periods.

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OperatingRevenuesThe Utility’s electric and natural gas operating revenues that impacted earnings increased by $ 190 million, or 8% , and by $ 511 million, or 10 %, in the three andsix months ended June 30, 2017, respectively, compared to the same periods in 2016 primarily due to additional base revenues authorized by the CPUC in the 2015GT&S rate case and the 2017 GRC, and by the FERC in the TO rate case. The final 2015 GT&S rate case decision authorized the Utility to collect, over a 36-month period, the difference between ad opted revenue requirements andamounts previously collected in rates, retroactive to January 1, 2015, beginning August 1, 2016. Accounting rules allow the Utility to recognize revenues in a givenyear only if they will be collected from customers within 2 4 months of the end of that year. As a result, the Utility recognized $102 million in January 2017 relatedto remaining retroactive revenues that had not previously been recognized. OperatingandMaintenanceThe Utility’s operating and maintenance expe nses that impacted earnings decreased by $ 170 million, or 12% , in the three months ended June 30, 2017 comparedto the sa me period in 201 6. During the three months ended June 30, 2017, the Utility recorded $291 million fewer disallowed charges (in the second quarter of2017, the Utility incurred a $47 million disallowance related to the Diablo Canyon settlement as compared to $338 million of disallowed capital charges related tothe 2015 GT&S rate case decision and San Bruno Penalty Decision during the same period in 2016) and $46 million in lower charges related to the Butte fire (seeNote 9 of the Notes to the Condensed Consolidated Fin ancial Statements). Additionally, the Utility incurred a $24 million charge in connection with the natural gasdistribution facilities record-keeping investigation during the three months ended June 30, 2016, with no similar charge in the same period of 2 017. Thesedecreases were partially offset by $214 million fewer insurance recoveries related to the Butte fire (in the three months ended June 30, 2017 the Utility recorded $46million in insurance recoveries related to the Butte fire as compared to appr oximately $260 million in the same period in 2016). The Utility’s operating and maintenance expenses that impacted earnings decreased by $652 million, or 21% , in the six months ended June 30, 2017 compared tothe same period in 2016. During the six months ended June 30, 2017 the Utility recorded $378 million fewer disallowed charges (in the s ix months ended June 30,2017 the Utility incurred a $47 million disallowance related to the Diablo Canyon settleme nt as compared to $425 million of disallowed capital charges related tothe 2015 GT&S rate case decision and San Bruno Penalty Decision during the same period in 2016) and $424 million in lower charges related to the Butte fire (seeNote 9 of the Notes to the Condensed Consolidated Financial Statements). Additionally, the Utility incurred a $24 million charge in connection with the natural gasdistribution facilities record-keeping investigation during the six months ended June 30, 2016, with no similar ch arge in the same period of 2017. These decreaseswere partially offset by $207 million fewer insurance recoveries related to the Butte fire (in the six months ended June 30, 2017, the Utility recorded $53 million ininsurance recoveries related to the But te fire as compared to approximately $260 million in the same period in 2016 ). The Utility’s future financial statements will continue to be impacted by additional charges associated with costs related to the Butte fire and unrecoverable pipeline-related expenses. (See “Key Factors Affecting Financial Results” above and Note 9 of the Notes to the Condensed Consolidated Financial Statements.)Depreciation,Amortization,andDecommissioning The Utility’s depreciation, amortization, and decommissioning expenses increased by $ 12 million , or 2% , and by $28 million, or 2%, in the three and six monthsended June 30 , 201 7 compa red to the same per iod s in 201 6 primarily due to higher depreciation rates as authorized in the 2017 GRC and capital additions. InterestExpenseThe Utility’s interest expense for the periods presented increased by$18 million, or 9%, and by $33 millio n, or 8%, in the three and six months ended June 30, 2017,respectively, as compared to the same periods in 2016. These increases were primarily due to higher levels of long term debt and short term borrowings in 201 7compared to 201 6 . InterestIncome,andOtherIncome,Net There were no material changes to interest income and other income, net for the periods presented.

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IncomeTaxProvision The income tax provision increased by $ 123 million in the three months ended June 30, 2017 as compared to the same period in 2016. The effective tax rates forthe three months ended June 30, 2017 and 2016 were 25% and 6%, respectively. The increases in the income tax provision and the effective tax rate primar ilyresulted from higher pre-tax income in 2017 as compared to 2016, as well as higher benefits resulting from various property-related tax deductions recorded duringthe three months ended June 30, 2016 as compared to the same period in 2017. The income tax provision increased by $ 428 million in the six months ended June 30 , 201 7 as compared to the same period in 201 6 . The effective tax rate s forthe six months ended June 30 , 201 7 and 2016 were 21% and (119%), respectively. Th e increase in the income tax provision and the effective tax rate primarilyresulted from higher pre-tax income in 2017 as compared to 2016. UtilityRevenuesandCoststhatdidnotImpactEarnings

Fluctuations in revenues that did not impact earnings are primarily driven by electricity and natural gas procurement costs. See below for more information.CostofElectricityThe Utility’s cost of electricity includes the cost of power purchased from third parties (including renewable energy resources), transmission, fuel used in its owngeneration facilities, fuel supplied to other facilities under power purchase agreements, costs to comply with California’s cap-and-trade program, and realized gainsand losses on price risk management activities. (See N ote 7 of the Notes to the Condensed Consolidated Financial Statements.) ThreeMonthsEndedJune30, SixMonthsEndedJune30,(inmillions) 2017 2016 2017 2016Cost of purchased power $ 1,079 $ 1,113 $ 1,863 $ 1,999 Fuel used in own generation facilities 44 43 107 107 Totalcostofelectricity $ 1,123 $ 1,156 $ 1,970 $ 2,106

Average cost of purchased power per kWh (1) $ 0.114 $ 0.099 $ 0.111 $ 0.101 Totalpurchasedpower(inmillionsofkWh)(2) 9,425 11,228 16,716 19,767

( 1 ) Average cost of purchased power was impacted primarily by lower Utility electric customer demand and a larger percentage of higher cost renewable energy resource s being allocated to fewerUtility electric customers.

(2) The decrease in purchased power for the three and six months ended June 30 , 2017 compared to the same periods in 2016 was primarily due to lower Utility electric customer demand and anincrease in generation from hydroelectric facilities.

The Utility’s total purchased power is driven by customer demand, the availability of the Utility’s own generation facilities (including Diablo Ca nyon and itshydroelectric plants), regulatory requirements to procure certain types of energy, and the cost-effectiveness of each source of electricity.

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CostofNaturalGas The Utility’s cost of natural gas includes the costs of procurement, storage an d transportation of natural gas, costs to comply with California’s cap-and-tradeprogram, and realized gains and losses on price risk management activities. (See Note 7 of the Notes to the Condensed Consolidated Financial Statements.) TheUtility’s cost of natural gas is impacted by the market price of natural gas, changes in the cost of storage and transportation, and changes in customer demand. ThreeMonthsEndedJune30, SixMonthsEndedJune30,(inmillions) 2017 2016 2017 2016Cost of natural gas sold $ 93 $ 44 $ 386 $ 225 Transportation cost of natural gas sold 28 31 60 72 Totalcostofnaturalgas $ 121 $ 75 $ 446 $ 297 Average cost per Mcf (1) of natural gas sold $ 2.27 $ 1.16 $ 2.88 $ 1.91 Totalnaturalgassold(inmillionsofMcf) 41 38 134 118

(1) One thousand cubic feet OperatingandMaintenanceExpenses

The Utility’s operating expenses also include certain recoverable costs that the Utility incurs as part of its operations such as pension contributions and publicpurpose programs costs. If the Utility were to spend over authorized amounts, these expenses could have an impact on earnings. LIQUIDITYANDFINANCIALRESOURCESOverview

The Utility’s ability to fund operations, finance capital expenditures, and make distributions to PG&E Corporation depends on the levels of its operating cash flowsand access to the capital and credit markets. The CPUC auth orizes the Utility’s capital structure, the aggregate amount of long-term and short-term debt that theUtility may issue, and the revenue requirements the Utility is able to collect to recover its cost of capital . The Utility generally utilizes equity con tributions fromPG&E Corporation and long-term senior unsecured debt issuances to maintain its CPUC-authorized capital structure consisting of 52% equity and 48% debt andpreferred stock. The Utility relies on short-term debt, including commercial paper, to fund temporary financing needs. PG &E Corporation’s ability to fund operations, make scheduled principal and interest payments, fund equity contributions to the Utility, and pay dividendsprimarily depends on the level of cash distributions received from the Utility and PG&E Corporation’s access to the capital and credit markets. PG&E Corporationhas material stand-alone cash flows related to the issuance of equity and long-term debt, dividend payments, and issuances and repayments under its revolvin gcredit facility and commercial paper program. PG&E Corporation relies on short-term debt, including commercial paper, to fund temporary financing needs. PG&E Corporation’s equity contributions to the Utility are funded primarily t hrough common stoc k issuances. PG&E Corporation forecast s that it will issue between $400 million and $ 5 00 milli on in common stock during 2017 , primarily to fund equity contributions to the Utility. The Utility’s equity needs will continueto be affec ted by the timing and outcome of unrecover able pipeline-related expenses , and by fines, penalties and claims that may be imposed in connection withthe matters described in “Enforcement and Litigation Matters” below. Common stock issuances by PG&E C orporation to fund these needs c ould have a materialdilutive impact on PG&E Corporation’s EPS.

CashandCashEquivalents

Cash and cash equivalents consist of cash and short-term, highly liquid investments with original maturities of three months or less. PG&E Corporation and theUtility maintain separate bank accounts and primarily invest their cash in money market funds.

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FinancialResources

DebtandEquityFinancings

In February 2017, PG&E Corporation amended its February 2015 EDA providing for the sale of PG&E Corp oration common stock having an aggregate gross priceof up to $275 million. During the six months ended June 30, 2017 , PG&E Corporation sold 0.4 million shares of its common stock under the February 2017 EDAfor cash proceeds of $ 28 million, net of commissions paid of $ 0.2 million . There were no issuances under the February 2017 EDA for the three months endedJune 30, 2017. As of June 30, 2017 , the remaining gross sales av ailable under this agreement were $ 246 million. PG&E Corporation also issued common stock under the PG&E Corporation 401(k) plan, the Dividend Reinvestment and Stock Purchase Plan, and share-basedcompensat ion plans. During the six months ended June 30, 2017 , 4.9 million shares were issued for cash proceeds of $ 218 million under these plans. The proceeds from these sales were used for general corporat e purposes, including the contribution of e quity to the Utility. For the six months ended June 30, 2017, PG&E Corporation made equity contributions to the Utility of $ 190 million. In February 2017, the Utility’s $250 million f loating rate unsecured term loan, issued in March 2016, matured and was repaid. Additionally, in February 2017, theUtility entered into a $ 250 million floating rate unsecured term loan that matures on February 22, 2018. In Mar ch 2017, the Utility issued $ 400 million principalamount of 3.30% Senior Notes due March 15, 2027 and $ 200 million principal amount of 4.00% Senior Notes due December 1, 2046. The proceeds were usedfor general corporate purposes, including the repayment of a portion of the Utility’s outstanding commercial paper. PollutionControlBondsIn June 2017, the Utility repurchased and retired $345 million principal amount of pollution control bonds Series 2004 A through D. Additionally, in June 2017, theUtility remarketed three series of pollution control bonds, previously held in treasury, totalling $145 million in principal amount. Series 2008 F and 2010 E bearinterest at 1.75% per annum and mature on November 1, 2026. Series 2008 G bears interest at 1.05% per annum and matures on December 1, 2018.

RevolvingCreditFacilitiesandCommercialPaperPrograms

In May 2017, PG&E Corporation and the Utility each extended the termination dates of their existing revolving credit facilities by one year from April 27, 2021 toApril 27, 2022. At June 30, 2017 , PG&E Corporation and the Utility ha d $ 300 million and $ 2.3 billion available under their respective $300 million and $3.0billion revolving credit facilities. (See Note 4 of the Notes to the Condensed Consolidated Financial Statements.) PG&E Corporation and the Utility can issue commercial paper up to the maximum amounts of $300 million and $2.5 billion, respectively. For the six months endedJune 30, 2017, PG&E Corporation and the Utility had an average outstanding commercial paper bal ance of $ 60 million and $ 603 million, and a maximumoutstanding balance of $ 161 million and $ 1.1 billion, respectively. At Ju ne 30, 2017, the Utility had an outstanding commercial paper balance of $ 681 millionand PG&E Corporation did not have any commercial paper outstanding. The revolving credit facilities require that PG&E Corporation and the Utili ty maintain a ratio of total consolidated debt to total consolidated capitalization of at most65% as of the end of each fiscal quarter. At June 30, 2017 , PG&E Corporation’s and the Utility’s total consolidated debt to total consolidated capitalization wa s 50% and 49 %, respectively. PG&E Corporation’s revolving credit facility agreement also requires that PG&E Corpo ration own, directly or indirectly, at least 80% ofthe common stock and at least 70% of the voting capital stock of the Utility. In addition, the revolving credit facilities include usual and customary provisionsregarding events of default and covenants including covenants limiting liens to those permitted under PG&E Corporation’s and the Utility’s senior note indentures,mergers, and imposing conditions on the sale of all or substantially all of PG&E Corporation’s and the Utility’s assets and other fundamental changes. At June 30,2017 , PG&E Corporation and the Utility were in compliance with all covenants under their respective revolving credit facilities.

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Dividends

In May 2017, the Board of Directors of PG&E Corporation approved a new annual common stock cash dividend of $2.12 per share ($0.53 per share quarterly), anincrease from t he previous annual cash dividend of $1.96 per share ($0.49 per share quarterly), and the Board of Directors of the Utility approved a new annualcommon stock cash dividend of $1.08 billion ($270 million quarterly), an increase from the previous annual cash dividend of $976 million ($244 million quarterly).

In May 2017, the Board of Directors of PG&E Corporation declared quarterly dividends of $0. 53 per share, totaling $ 271 million, of which approximately $ 266million was paid on July 15 , 2017, to shareholders of record on June 30 , 2017. Additionally, i n May 2017, the Board of Directors of the Utility declared a common stock dividend of $ 270 million that was paid to PG&E Corp oration on June 6,2017 and declared dividends o n its outstanding series of preferred stock, payable on August 15, 2017, to shareholders of record on July 31 , 2017.

UtilityCashFlows

The Utility’s cash flows were as follows: SixMonthsEndedJune30,(inmillions) 2017 2016Net cash provided by operating activities $ 2,824 $ 1,803 Net cash used in investing activities (2,489) (2,686)Net cash provided by (used in) financing activities (349) 944 Netchangeincashandcashequivalents $ (14) $ 61

OperatingActivities

The Utility’s cash flows from operating activities primarily consist of receipts from customers less payments of operating expenses, other than expenses such asdepreciation that do not require the use of cash . These items fluctuate within the normal course of business due to the timing and amount of customer billings andcollections and vendor billings and payments .

During the six months ended June 30, 2017 , net cash provided by operating activities in creased by $ 1 b illion c ompared to th e same period in 2016. This increase was primarily due to additional electric and natural gas operating revenues collected as authorized by the CPUC in the 2015 GT&S rate case and by the FERCin the TO rat e case and the $400 million refund to natural gas customers in the second quarter of 2016, as required by the San Bruno Penalty Decision, with nocorresponding activity in 2017. Additionally, during the six months ended June 30, 2017, the Utility made pa yments related to the Butte fire which were mostlyoffset by reimbursements under its insurance policies. ( See Note 9 of the Notes to the Condensed Consolidated Financial Statements. )

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Future cash flow from operating activities will be affected by various factors, including:

the timing and outcome of ratemaking proceedings, including the TO 18 and TO19 rate case s and other proceedings ;

the timing and amounts of costs , including fines and penalties, that may be incur red in connection with Butte fire and the timing and amount of relatedinsurance recoveries, the ex parte OII, the safety culture OII, costs associated with potential recommendations by the third-party monitor, potential penaltiesin connection with the Ut ility’s safety and other self-reports, and costs, fines or penalties that may be imposed in connection with other enforcement andlitigation matters;

the timing and amount of costs the Utility incurs, but does not recover, associated with its electric and natural gas system s, including amounts related tocancelled projects and relicensing ;

the timing and amount of tax payments (including the bonus depreciation), tax refunds, net collateral payments, and interest payments, as well as changes intax regulat ions that could be adopted by Congress as a result of the new federal administration and other proposals; and

the timing of the resolution of the Chapter 11 disputed claims and the amount of principal and interest on these claims that the Utility will be required topay.

InvestingActivities

During the six months ended June 30, 2017, net cash used in investing activities decreased by $ 197 million compared to the same period in 201 6 . The Utility’sinvesting activities primarily consist of construction of new and replacement facilities necessary to provide safe and reliable electricity and natural gas services to itscustomers. Cash used in investing activities also includes the proceeds from sales of nuclear decommissioning tru st investments which are largely offset by theamount of cash used to purchase new nuclear decommissioning trust investments. The funds in the decommissioning trusts, along with accumulated earnings, areused exclusively for decommissioning and dismantlin g the Utility’s nuclear generation facilities. Future cash flows used in investing activities are largely dependent on the timing and amount of capital expenditures. The Utility estimates that it will incurapproximately $5.9 billion in capital expenditu res in 2017, $6.1 billion in 2018 and $6.0 billion 2019 .

FinancingActivities

Net cash provided by financing activities de creased by $ 1.3 b illion from $944 million for the six months ended June 30, 2016 to $349 million of net cash used infinancing activities for the six months ended June 30, 2017. Cash provided by or used in finan cing activities is driven by the Utility’s financing needs, whichdepend on the level of cash provided by or used in operating activities, the level of cash provided by or used in investing activities, the conditions in the capitalmarkets, and the maturit y date of existing debt instruments. The Utility generally utilizes long-term debt issuances and equity contributions from PG&ECorporation to maintain its CPUC-authorized capital structure, and relies on short-term debt to fund temporary financing needs. ENFORCEMENTANDLITIGATIONMATTERSPG&E Corporation and the Utility have significant contingencies arising from their operations, including contingencies related to the enforcement and litigationmatters described in Note 9 of the Notes to the Condensed Consolidated Financial Statements. The outcome of these matters, individually or in the aggregate, couldhave a material effect on PG&E Corporation’s and the Utility’s future financial results. In addition, PG&E Corpo ration and the Utility are involved in otherenforcement and litigati on matters described in the 2016 Form 10-K and “Part II. Other Information, Item 1. Legal Proceedings . ” DepartmentofInteriorInquiryIn September 2015, the Utility was notified that t he DOI had initiated an inquiry into whether the Utility should be suspended or debarred from entering into federalprocurement and non-procurement contracts and programs citing the San Bruno explosion and indicating, as the basis for the inquiry, alleged poor record-keeping,poor identification and evaluation of threats to gas lines and obstruction of the NTSB’s investigation. The Utility filed its initial response on November 2, 2015 todemonstrate that it is a “presently responsible” contractor under fe deral procurement regulations and that it believes suspension or debarment is not appropriate. On December 21, 2016, the Utility and the DOI entered into an interim administrative agreement that reflects the DOI’s determination that the Utility remainseligible to contract with federal government agencies while the DOI determines whether any

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further action is necessary to protect the federal go vernment’s business interests. On May 8, 2017, DOI sent a series of follow-up questions to the Utility seekingclarification regarding gas operational matters, the Utility’s risk assessment process, and the Utility’s compliance and ethics framework. The Utility expects torespond to the questions in the third quarter of 2017. The Utility could incur material cos ts, not recoverable through rates, to implement any remedial and othermeasures that could be imposed, the amount of which the Utility is currently unable to estimate. For more information, see PG&E Corporation’s and the Utility’s 2016 Form 10-K . OtherPendingLawsuits“GhostShip”Fire On December 2, 2016, a fire occurred in the “Ghost Ship” warehouse in Oakland, California, during a music event. Thirty six people died in the fire, and manyothers were seriously injured. The families of 22 people wh o died in the fire have filed lawsuits against the property owner, the master tenant and neighboringtenants, and others, alleging defective electrical wiring and violations of fire safety codes. On May 16, 2017, a master complaint was filed, and added both PG&E Corporation and the Utility as defendants. The master complaint alleges that the Utilityviolated the California Labor Code and various electric rules in that it (1) should have inspected the premises to evaluate potential workplace hazards to U tilityemployees installing/maintaining its meters there, (2) should not have permitted sub-meters in the building or should have inspected those sub-meters, and (3) shouldhave known that the building’s sub-meters and electrical system as a whole were dan gerous and s hould have terminated service. The Utility filed a demurrer to them aster complaint on June 30, 2017 on multiple grounds, including that the Utility has no duty to inspect its customers’ electrical equipment . A hearing on thedemurrer is sche duled for September 12, 2017. Several investigations regarding the origin and cause of the fire were conducted, including by the City of Oakland and the C ounty of Alameda, the CPUC, and athird-party consulting and engineering firm. In June 2017, the Cit y of Oakland released Oakland Fire Department’s report of the investigation stating that the causeof the fire was undetermined. The other investigations remain underway. ValeroRefineryOutage On June 30, 2017, Valero Energy Corp. filed a lawsuit against the Utility after an outage occurred in its Benicia refinery in May 2017. Valero is seeking in excess of$75 million from the Utility, alleging damages to complex refinery equipment, lost revenue and other dama ges. The Utility has retained a third -party consultingand engineering firm to perform a caus al evaluation of this outage. PG&E Corporation and the Utility are uncertain when and how the Ghost Ship Fire and the Valero Outage lawsuits will be resolved. REGULATORYMATTERS The Utility is subj ect to substantial regulation by the CPUC, the FERC, the NRC and other federal and state regulatory agencies. Significant regulatorydevelopments that have occurred since the 2016 Form 10-K was filed with the SEC are discussed below.

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2017GeneralRateCaseOn May 11, 2017, the CPUC issued a final decision approving the alternate PD in the Utility’s 2017 GRC, which determined the annual amount of base revenues (or“revenue requirements”) that the Utility is authorized to collect from customers from 2017 t hrough 2019 to recover its anticipated costs for electric distribution,natural gas distribution, and electric generation operations and to provide the Utility an opportunity to earn its authorized rate of return. It approved, with certainmodifications, the settlement agreement that the Utility, the ORA, TURN, and 12 other intervening parties jointly submitted to the CPUC on August 3, 2016 (the“settlement agreement”). Modifications from the settlement agreement to the final decision included a tax memor andum account and approval of a stand-aloneapplication with the CPUC or a filing in the CPUC’s ongoing residential rate reform proceeding to recover customer outreach and other costs incurred as a result ofresidential rate reform implementation. The new tax memorandum account will track any revenue differences resulting from changes in income tax expense causedby net revenue changes, mandatory or elective tax law changes, tax accounting changes, tax procedural changes, or tax policy changes during the 2 017 through2019 GRC period. It will remain open and the balance in the ac count will be reviewed in every subsequent GRC proceeding until a CPU C decision closes theaccount. The final decision approved a revenue requirement increase of $88 million for 2 017, with additional increases of $444 million in 2018 and $361 million in 2019, inline with the amounts proposed in the settlement agreement. The following table shows the revenue requirement amounts approved in the final decision based online of busin ess and cost category as well as the differences between the 2016 authorized revenue requirements and the amounts approved in the final decision: Increase/ Amounts (Decrease)(in millions) Approvedin 2016vs.LineofBusiness: FinalDecision(1) FinalDecisionElectric distribution $ 4,151 $ (62)Gas distribution 1,738 (3)Electric generation 2,115 153 Totalrevenuerequirements $ 8,004 $ 88 CostCategory: (in millions) Operations and maintenance $ 1,794 $ 131 Customer services 334 15 Administrative and general 912 (99)Less: Revenue credits (152) (21)Franchise fees, taxes other than income, and other adjustments 170 132 Depreciation (including costs of asset removal), return, and income taxes 4,946 (70)Totalrevenuerequirements $ 8,004 $ 88

(1) Amounts approved in the final decision are the same as the amounts that were proposed in the settlement agreement. As required by the final decision, the Utility has submitted a variety of compliance filings, including a filing on June 12, 2017, which provides an accounting for theJanuary 2017 $300 million expense reduction announcement and on July 10, 2017, providing an update of the cost effectiv eness study for the SmartMeter™Upgrade project. The Utility is unable to predict what, if any, actions the CPUC will take regarding these submissions. For more information, see PG&E Corporation’s and the Utility’s 2016 For m 10-K and 2017 Q1 Form 10-Q . 2015GasTransmissionandStorageRateCase During 2016, the CPUC approved final decision s in phase one and phase two of the Utility’s 2015 GT&S rate case . T he phase one decision adopted the revenuerequirements that the Utility is authorized to collect through rates beginning August 1, 2016, to recover its costs of gas transmission and storage services for the 2015GT&S rate case period (2015 through 2018) an d phase two determined the allocation of the $850 million penalty assessed in the San Bruno Penalty Decision andthe revenue requirement reduction for the five-month delay caused by the Utility’s violation of the CPUC ex parte communication rules in this p roceeding.

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The phase one decision excluded from rate base $696 million of capital spending in 2011 through 2014 in excess of the amount adopted. The decision permanentlydisallow ed $120 m illion of that amount and ordered that the remaining $57 6 million be subject to a third- party audit overseen by the CPUC staff, with thepossibility that the Utility may seek recovery in a future proceeding . A draft of the audit report is expected in the first quarter of 2018. The decision alsoestablished various cos t caps that will increase the risk of overspend over the current rate case cycle including new one- way capital balancing accounts. Additionalcharges may be required in the future based on the Utility’s ability to manage its capital spending and on the ou t come of the CPUC’s audit of 2011 through 2014capital spending. The final phase two decision adopted total weighted average rate base of $2.8 billion in 2015, $2.8 billion in 2016, $3.0 billion in 2017, and $3.5 billion in 2018. The final phase two dec ision reduced rate base by the full amount of the disallowed capital expenditures but did not remove the associated deferred taxes, which theUtility believes constitutes a normalization violation. In the final decision, the CPUC authorized the Utility to establish a Tax Normalization Memorandum Accountto track relevant costs and clarified that it is the CPUC’s intention that the Utility comply with normalization rules and avoid the potential adverse consequences of anormalization violation. The CPUC al lowed the Utility to seek a ruling from the IRS and the Utility filed the ruling request with the IRS on April 10, 2017. In August 2016 and January 2017, TURN, ORA and Indicated Shippers filed applications for rehearing of the phase one and phase two deci sions, respectively. TheUtility cannot predict when or if the CPUC will grant the rehearing s or if it will adop t the parties’ recommendations. Additionally, in June 2017, the Utility filed aPFM of the phase one decision to eliminate the requirement tha t the Utility install new CP systems in 2018 because the Utility is not in a position to identify theoptimal location for such new systems in 2018. Instead, the Utility requested to be allowed to continue its current CP program. On July 17, 2017, the CP UC directedthe Utility to provide supplemental information regarding the PFM. The Utility is unable to predict if and when the CPUC would adopt the PFM . In the event thePFM is not adopted and the Utility fails to perform the mandated new CP systems, th e Utility could incur fines and penalties, the amount of which the Utility isunable to predict. With the addition of a third attrition year, the Utility’s next GT&S cycle will begin in 2019. The Utility plans to file its 2019 GT&S rate case in the fou rth quarterof 2017. For more information, see PG&E Corporation’s and the Utility’s 2016 Form 10-K and 2017 Q1 Form 10-Q . TransmissionOwnerRateCases TransmissionOwnerRateCasefor2017 On July 29, 2016, the Utility filed a rate case (the “TO1 8 rate case”) at the FERC requesting a 2017 retail electric transmission revenue requirement of $1.718billion, a $387 million increase over the 2016 revenue requirement of $1.331 billion. The forecasted network transmission rate base for 2017 is $6.7 bil lion. TheUtility is also seeking a return on equity of 10.9% , which includes an incentive component of 50 basis points for the Utility’s continuing participation in theCAISO. In the filing, the Utility forecasted that it will make investments of $1.296 billion in 2017 in various capital projects. On September 30, 2016, the FERC issued an order accepting the Utility’s July 2016 filing and set it for hearing, but held the hearing procedures in abeyance forsettlement procedures . The order set an effec tive date for rates of March 1, 2017, and made the rates subject to refund following resolution of the case. On March17, 2017, the FERC chief judge issued an order terminating the settlement procedures due to an impasse in the settlement negotia tions rep orted by the parties. Intervenor testimonies were submitted to the CPUC on July 5, 2017. Hearings are scheduled to take place starting January 9, 2018, with an initial decision expectedon or before June 1, 2018. The hearings are expected to address the prudence of the Utility’s infrastructure expansion and replacement, the Utility’s proposed returnon equity of 10.9%, the Utility’s proposed increase of its composite depreciation rate from the curren t settlement level of 2.52% to a rate of 3.26%, and the Utility’srevised methodology for allocating existing overhead costs. The Utility is unable to predict whether the parties will be able to re - engage in settlementnegotiations. On March 31, 2017, several of the parties that had already intervened in the TO18 rate case filed a complaint at the FERC, and requested that the complaint beconsolidated with the rate case. The complaint asserts that the Utility’s revenue requirement request in TO18 is unreasonably high and should be re duced. T hecomplaint asks that, if the outcome of the litigation in TO18 is that the Utility’s revenue requirement should be set at a lower level than the settled revenuerequirement from the TO17 settlement , that the FERC order refunds to that lower leve l determined in TO18 litigation. On April 20, 2017, the Utility answered thecomplaint, re questing that FERC dismiss it. The current number of commissioners at the FERC does not meet the FERC quorum requirements. U ntil such quorumis reached, the Utility does not expect any action to be taken on the complaint.

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TransmissionOwnerRateCasefor2018 On July 27, 2017, the Util ity filed a rate case (the “TO19 rate case ”) at the FERC requesting a 2018 retail electric transm ission revenue requirement of $1.7 92 billion, a $74 million increase over the proposed 2017 revenue requirement of $1.718 billion. A FE RC order accepting the TO19 rate case filing, setting an effectivedate for rates, subject to hearing and refund, i s expected by September 30, 2017. Whil e the Utility request ed that the new rates be effective on October 1, 2017 ,subject to refund, pending a final decision by the FERC, the Utility anticipates that the rates will be suspended for five months and made effective on March 1, 2018, subject to re fund. For more information, see PG&E Corporation’s and the Utility’s 2016 Form 10-K and 2017 Q1 Form 10-Q. CostofCapitalOn July 13, 2017, the CPUC voted out a final decision in the cost of capital proceeding for the Utility, Southern California Ediso n Company, San Diego Gas &Electric Company, and Southern California Gas Company (collectively, the “ IOUs”). The CPUC adopted, with no modifications, the revised proposed decisionissued by the two assigned Administrative Law Judges on July 12, 2017, gran ting in full the joint PFM that the I OUs , the ORA , and T URN submitted to theCPUC on February 7, 2017. As requested in the PFM, the final decision extends the Utility’s next cost of capital application filing deadline by two years to Apr il 22, 2019, for the year 2020. The final decision also reduces the Utility’s authorized return on equity from 10.40% to 10 .25%, effective January 1, 2018, and resets the Utility’s authorized costof long-term debt and preferred sto ck effective January 1, 2018. (The long- term debt cost reset will reflect actual embedded costs as of the end of August 2017 andforecasted interest rates for the new long-term debt scheduled to be issued for the re mainder of 2017 and all of 2018.) In addition, the decision suspends the cost ofcapital adjustment mechanism to adjust cost of capital for 2018, but allows the adjustment mechanism to ope rate for 2019 if triggered. The Utility’s current capitalstructure of 52% common equity, 47% long-ter m debt, and 1% preferred equity remains uncha nged. The final decision also leaves the proceeding open to facilitate gathering of information to inform the next cost of capital proceeding, as well as to provide a possiblevenue in which to consider whether the Utility’s return on equity should be r educ ed until any recommendations that the CPUC may adopt in the second phase of itssafety culture investigation are implemented, as described in the assigned Commissioner’s May 8, 2017 Scoping Memo and Ruling issued in the Safety Culture OII. The Utilit y expects to submit to the CPUC in September 2017 its updated cost of capital and corresponding revenue requirement impacts resulting from the adoptedPFM with an effective date of January 1, 2018. W hile the actual changes to the Utility’s revenue require ment will not be known until the above-mentioned filing issubmitted and the actual cost of debt through August 2017 and the forecasted cost through 2018 are quantified in the third quarter of 2017, the Utility estimates thatits annual revenue requirement will be reduced by approximately $100 million, beginning in 2018. These estimates are based on current and forecasted marketinterest rates. Changes in market interest rates can have material effects on the cost of the Utility’s future financings and co nsequently on the estimated change inannual revenue requirements. For more information, see PG&E Corporation’s and the Utility’s 2016 Form 10-K and 2017 Q1 Form 10-Q. DiabloCanyonNuclearPowerPlant JointProposalforPlantRetirement On August 11, 2016, the Utility submitted an application to the CPUC to retire Diablo Canyon at the expiration of its current operating licenses in 2024 and 2025and replace it with a portfolio of energy efficiency and GHG-free resources. The application implements a joint proposal between the Utility and the Friends of theEarth, Natural Resources Defense Council, Environment California, International Brotherhood of Electrical Workers Local 1245, Coalition of California UtilityEmployees, and Alliance for Nuclear R esponsibility. PG&E subsequently modified its testimony to move consideration of two tranches of post-2025 replacementprocurement to the C PUC’s Integrated Resource Plan proceeding . More than 40 parties have submitted responses and protests to the Utilit y’s application. Rebuttal testimony and comments on the community impact mitigationprogram settlement agreement were submitted to the CPUC on March 17, 2017. Evidentiary hearings took place in April 2017. Certain intervenors argued that aportion of or the entire community impact mitigation program and employee retention plan be funded by shareholders.

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On May 23, 2017, the Utility filed a settlement agreement that was reached with the parties listed above as well as TURN, ORA, and San Luis Obispo Mo thers forPeace, related to the recovery of license renewal costs and cancelled project costs. The settlement agreement would allow for recovery from customers of $18.6million of the total license renewal project cost of $53 million evenly over an 8-year period beginning January 1, 2018. Related to cancelled project costs, thesettlement agreement would allow for recovery from customers of 100% of the direct costs incurred prior to June 30, 2016, and 25% recovery of direct costsincurred after June 30, 2 016. On June 22, 2017, the Green Power Institute filed comments on the settlement agreement recommending that only $9.3 million of thelicense renewal project costs be recovered from customers. During the three and six months ended June 30, 2017, the Uti lity incurred charges of $47 million relatedto the settlement agreement, of which $24 million is for cancelled projects and $23 million is for disallowed license renewal costs. Opening and reply briefs were filed on May 26, 2017, and June 16, 2017, respe ctively, in which no new issues were raised. The Utility expects that a final decisionwill be issued by the end of 2017. Upon CPUC approval of the application and such approval becoming final and non-appealable, the Utility will withdraw itslicense ren ewal application currently pending before the NRC. PG&E Corporation and the Utility are unable to predict whether the CPUC will approve theapplication. CaliforniaStateLandsCommissionLandsLease On June 28, 2016, California State Lands Commission ap proved a new lands lease for the intake and discharge structures at Diablo Canyon to run concurrently withDiablo Canyon’s current operating licenses, until Diablo Canyon Unit 2 ceases operations in August 2025. The Utility believes that the approval of t he new leasewill ensure sufficient time for the Utility to identify and bring online a portfolio of GHG-free replacement resources. The Utility will submit a future lease extensionrequest to address the period of time required for plant decommissioning, which under NRC regulations can take as long as 60 years. On August 28, 2016, theWorld Business Academy filed a writ in the Los Angeles Superior Court asserting that the State Lands Commission committed legal error when it determined thatthe short term lease extension for an existing facility was exempt from review under the California Environmental Quality Ac t and alleging that the State LandsCommission should be required to perform an environmental review of the new lands lease. The trial took place on July 11, 2017, in Los Angeles Superior Courtand the j udge dismissed the petition on all grounds, ruling that the State Lands Commission properly determined the short term lease extension was subject to theexisting facilities exemption under the Califo rnia Environmental Quality Ac t . World Business Academy has 60 days from entry of judgement to appeal thedecision to the California Court of Appeals.AssetRetirementObligations Detailed studies of the cost to decommission the Utility’s nuclear generat ion facilities are conducted every three years in conjunction with the ND CTP . On May25, 2017, the CPUC issued a final decision in the 2015 NDCTP adopting a nuclear decommissioning cost estimate of $1. 1 billion for Humboldt Bay, correspondingto t he Utili ty’s request, and $2.4 billion for Diablo Canyon, compared to the Utility’ s request of $3.8 billion, or 64 percent of its request. On an aggregate basis,the final decision adopt ed a $3.5 billion total nuclear decommissioning cost estimate, compared to $4 .8 billion requested by the Utility. Compared to the Utility’sestimated cost to decommission Diablo Canyon, the final decision adopts assumptions which lower costs for large component removal, site security,decommissioning contractor staff, spent nuclea r fuel storage, and waste disposal. The Utility can seek recovery of these costs in the 2018 NDCTP. The CPUC’sfinal decision resulted in a $66 million reduction to the ARO on the Condensed Consolidated Balance Sheets related to the assumed length of the wet cooling periodof spent nuclear fuel after plant shut-down. The estimated nuclear decommissioning cost is discounted for GAAP purposes and recognized as an ARO on the Condensed Consolidated Balance Sheets. Thetotal nuclear decommissioning oblig ation accrue d in accordance with GAAP was $3.4 billion at June 30, 2017, and $ 3.5 billion at December 31, 2016 . Theseestimates are based on decommissioning cost studies, prepared in accordance with the CPUC requirements. Changes in these estimates could materially affect theamount of the recorded ARO for these assets. As of June 30, 2017 , the nuclear decommissioning trust acc ounts’ total fair value was $3.1 billion. Changes in the estimated costs, the timing of decommissioningor the assumptions under lying these estimates could cause material revisions to the estimat ed total cost to decommission. The Utility expects to file its 2018 NDCTP application in late 2018 or early 2019. For more information, see PG&E Corporation’s and the Utility’s 2016 Form 10-K and 2017 Q1 Form 10-Q .

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ApplicationtoEstablishaWildfireExpenseMemorandumAccountOn July 26 , 2017, the Utility fil ed an application with the CPUC req uesting to establish a W EMA to track wildfire expenses and to preserve the opportunity forthe Utility to request recovery of wildfire costs in excess of insurance at a future date. Concurrently with this application, the Utility also submitted a motion to theCPUC requesting that the WEMA be deemed effective as of July 26, 2017, such that the Utility may begin recording costs to the account, while the application ispending before the CPUC. Under the W E MA as proposed, the Util ity would record incremental costs related to wildfire, including: (1) payments to satisfy wildfire claims, including anydeductibles, co-insurance and other insurance expense paid by the Utility but excluding costs that have already been authorized in the Utility's GRC ; (2) outsidelegal costs incurred in the defense of wildfire claims; (3) premium costs not in rates; and (4 ) the cost of financing these amounts . Insurance proceeds, as well asany payments received from third parties, would be credited to the W E MA as they are received. Any recovery in rates of costs recorded to the W E MA isspecifically conditioned on authorization by a CPUC decision that may be issued in response to a future application by the Utility. The Utility intends to begin recording Butte fire costs to the WEMA upon its implementation. The W E MA would not include costs related to the restoration ofservice and repair of utility facilities resulting from the Butte fire. The Utility already has cost recovery mechanisms approved by the CPUC, the Major EmergencyBalancing Account and Catastr ophic Events Memorandum Account f or recording and addressing recovery of costs related to restoration of service and repair ofutility facilities, which are different from those intended to be tracked in the W E MA. Any costs recoverable through the Major Emergency Balancing Account andCa tastr ophic Events Memorandum Account will be excluded from the W E MA. Under the schedule proposed by the Utility, a proposed decision on the application could be issued as early as in October 2017. The Utility is unable to predict if theCPUC will approve its application. As indicated in Note 9 of the Notes to the Condensed Consolidated Financial Statements, if the Utility's ultimate liability inconnection with the Butte fire litigation were to exceed the amounts recoverable under its liability insurance coverage and from third parties, the Utility wouldexpect to seek autorization from the CPUC to recover any excess amounts from customers. PortfolioAllocationMethodologyFilingandPowerChargeIndifferenceAdjustmentOIROn April 25, 2017, the Utility, along with Southern California Edison Company and San Diego Gas & Electric Company, filed a joint application with the CPUC onhow to allocate costs associated with long-term power contracts in a manner that ensures all customers are treated equally. At issue is how customers withincommunities that choose to implement CCA power arrangements and those served under direct acce ss pay for their share of the contract costs. The utilities believethat these customers are not paying their full share of costs associated with the long-term contracts, which results in other customers paying more, which isinconsistent with state law. The Utility is committed to helping create a cost allocation method that treats all customers fairly and equally, whether they continue toreceive service from the Utility or choose a CCA or direct access provider. The Utility projects that approximately 50 percent of its customers will purchaseelectricity from a CCA or direct access provider by 2020. Without changes to the current cost allocation system, contract and facilities costs will be shifted tocustomers who remain with the Utility or live in a reas that do not have access to alternative electricity providers. The utilities’ joint proposed approach wouldreplace the current system, which is known as the PCIA , with an updated system known as the Po rtfolio Allocation Methodology . On June 29, 2017, the CPUC dismissed the Utility’s joint Portfolio Allocation Methodology application without prejudice and approved instead an OIR to review,revise, and consider alternatives to the PCIA. Topics to be included in the OIR are as follows: (1) improve the transparency of the existing PCIA process, (2) revisethe current PCIA methodology to increase stability and certainty, (3) review specific issues related to inputs and calculations for the current PCIA methodology, and(4) consider alternativ es to the PCIA. The OIR indicates that although this rulemaking focuses on the PCIA, it is situated in the larger context of cons umer choicein energy services. However, it is not intended to be a follow-up to the CPUC and Energy Commission Joint En Banc on Retail Choice in California, that will beseparately developed by the CPUC. Comments on the OIR are due and a preliminary scoping memo is expected on July 31, 2017. The Utility expects a finaldecision within 18 months of the opening of the rulemakin g .ElectricDistributionResourcesPlan As required by California law, on July 1, 2015, the Utility filed its proposed DRP for approval by the CPUC. The Utility’s plan identifies optimal locations on itselectric distribution system for deployment of DERs. The Utility’s proposal is designed to allow energy technologies to be interconnected with each other andintegrated into the larger grid while continuing to provide customers with safe, reliable , and affordable electric service.

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On February 27, 2017, the CPUC issued a ruling that seeks the development of a process for incor porating DER forecasts into the DRP and takes into considerationthe coordination with other statewide planning and forecasting processes, such as the CPUC’s Integrated Resourc e Plan process, the CEC’s Integrated EnergyPolicy Report, and the CAISO’s Transmission Planning Process. This ruling mandate d the Utility, along with Southern California Edison and San Diego Gas andElectric to develop a draft joint proposal for the CPUC and stakeholder consideration on the process for developing DER forecasts that is coordinated with thevarious statewide planning and forecasting processes. The utilities submitted a draft joint proposal for CPUC and stakeholder consideration on June 9, 2017. Comments were submitted by stakeholders on the draft proposal on July 10, 2017 and a CPUC decision on the proposal may be issued before the end of 2017. On May 16, 2017, the CPUC issued a ruling requiring stakeholder responses to questions posed i n a CPUC staff wh ite paper on grid modernization. The whitepaper is aimed at informing the development of a CPUC framework to evaluate grid-modernization investments. A workshop took place and comments weresubmitted by stakeholders in June 2017. The CPU C may issue a decision on a grid - modernization i nvestment framework by the end of 2017. On June 15, 2017, the CPUC authorized the Utility’s second DRP demonstration project to test and evaluate the ability of DERs to achieve locational benefits. OnJune 30, 2017, the CPUC issued another ruling soliciting stakeholder responses on questions set forth in a CPUC staff white paper on proposing a DIDF . The DIDFaims to establish a future process for identifying distribution deferral opportun ities for DERs. Sta keholder comments on DIDF are due on August 7, 2017, withreply comments due August 18, 2017. The CPUC may issue a decision on a DIDF framework and a future process for development of DER growth forecasts by theend of 2017. The Utility is unable to pred ict when a final CPUC decision approving, disapproving, or modifying the Utility’s DRP will be issued. IntegratedDistributedEnergyResourcesProceeding–RegulatoryIncentivesPilotProgram On April 4, 2016, the CPUC issued a ruling proposing to establish, on a pilot basis, an interim program offering regulatory incentives to the Utility and the other twolarge California IOUs for the deployment of cost-effective DERs. The ruling stated that it did not intend for this phase to adopt a new regulat ory framework orbusiness model for the California electric utilities. On December 22, 2016, the CPUC issued a final decision in the proceeding which authorizes a pilot to test aregulatory incentive mechanism through which the Utility will earn a 4% pre- tax incentive on annual payments for DERs, as well as test a regulatory process thatwill allow the Utility to competitively solicit DER services to defer distribution infrastructure. Each utility is required to conduct at least one pilot, but may conductup to three additional pilots. In June 2017, the Utility submitted a pilot project proposal to the CPUC for approval to begin solicitations. The p ilot aim s to evaluate the effectiveness of anearnings opportunity in motivating utilities to source DERs. A CPUC decision approving, disapproving, or modifying the pilot project is expected by the end of2017. TransportationElectrificationApplication California Law ( SB 350 ) requires the CPUC, in consultation with the CARB and the CEC, to direct the Utili ty and electrical corporations to file applications forprograms and investments to accelerate widespread TE. In September 2016, the CPUC directed the Utility and the other large IOUs to file TE applications whichinclude both short-term projects (of up t o $20 million in total) and two to five-year programs with a requested revenue requirement determined by the U tility. OnJanuary 20, 2017, the Utility filed its TE application with the CPUC requesting a total of up to $253 million (approximately $211 mill ion in capital expenditures) inprogram funding over five years (2018 - 2022) primarily related to make-ready infrastructure for TE in medium to heavy-duty vehicle sectors. The CPUC hasscheduled proposed decisions to be issued on the Utility’s TE applica tion by the end of 2017.

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GasandElectricSafetyCitationProgramThe SED periodically audits utility operating practices and conducts investigations of potential violations of laws and regulations applicable to the safety of theCalifornia utilities’ electric and natural g as facilities and operations. The CPUC has delegated authority to the SED to issue citations and impose penalties forviolations identified through audits, investigations, or self-reports. Under both the gas and electric programs, t he SED has discretion whether to issue a penalty foreach violation, but if it assesses a penalty for a violation, it is required to impose the maximum statutory penalty of $50,000. The SED may, at its discretion, imposepenalties on a daily basis, or on less than a daily basis, for violations that continued for more than one day.

On September 29, 2016, the CPUC issued a final decision adopting improvements and refinements to its gas and electric safety citation programs. Specifically, thefinal decision refines the criteria for the SED to use in determining whether to issue a citation and the amount of penalty, sets an administrative limit of $8 millionper citation issued, makes self-reporting voluntary in both gas and electric programs, adopts detailed criteria for the utilities to use to voluntarily self-report apotential violation, and refines other issues in the programs. The decision also merges the rules applicable to its gas and electric safety citation programs into asingle set of rules that re place the previous safety citation programs and adopts non-substantive changes to these programs so that the programs can be similar instructure and process where appropriate. On February 21, 2017, California State Senator Jerry Hill filed a petition for modification of the CPUC’s September 29, 2016 decision regarding the safety citationprogram. The petition for modification requests that the decision be modified to reinstate mandatory self-reporting for gas safety potential violations and r equiregas u tilities to notify local governments within 30 days when a s elf-report is submitted to SED. Under the request, electric utilities would keep the voluntary self-reporting regime and would not be required to notify local governments, but the CPUC has discre tion to direct notification within ten days on a case-by-case basis. The CPUC’s Office of Safety Advocates filed a response suggesting additional potential modification to the gas and electric safety citation programs. The Utilitycannot predict when or h ow the CPUC will act on the petition of modification. BulkElectricSystemReliabilityStandardViolations The FERC has certified the NERC as the Electric Reliability Organization with the authority to establish and enforce reliability standards for t he bulk electricsystem, subject to the FERC review. The NERC has delegated authority to the WECC as the Regional Entity for the Western Interconnection to monitorcompliance with reliability standards, assure mitigation of violations, and assess penaltie s, subject to the NERC and the FERC review. The NERC’s reliability standards govern all aspects of the operation of the grid that impact reliability, including protection of critical assets, cybersecurity, communications, emergencypreparedness, vegetatio n management, transmission planning, transmission operation, facilities design and rating. The WECC, NERC, and FERC periodically audit electric utilities for compliance with the reliability standards, and may also conduct spot checks and investigate potential compliance violations. The WECC, NERC, and FERC have the authority to impose monetary and non-monetary sanctions for violations of reliabilitystandards, including monetary penalties up to $1 million per day per violation. The amount of a penalty depends upon the risk posed by the violation of a particularstandard, the severity of the particular violation, and the duration of the violation. Entities found in violation of a standard must also submit a mitigation plan forapproval by the WECC, NERC , and FERC. Entities generally discuss with the WECC the sanctions for an alleged violation and may mutually agree on a reductionin a proposed penalty depending upon mitigating factors and mitigation plans. The Utility has submitted several self-repo rts to the WECC that are pending the WECC ’s review. Previously, final monetary penalties that were imposed on theUtility for alleged violations of reliability standards have ranged from less than a few thousand dollars to $1.2 million .

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NaturalGasStorageRegulationsOn January 6, 2016, the California Governor ordered the DOGGR to issue emergency regulations to require gas storage facility operators throughout California,including the Utility, to comply with new safety and reliability measures . On Fe bruary 5, 2016, the DOGGR adopted the emergency regulations. The Utilityimplemented the regulations and submitted an Underground Storage Risk and Integrity Management Plan on August 5, 2016 that is pending DOGGR approval. Additionally, in September 201 6, the California Governor signed SB 887 directing DOGGR and CARB to develop permanent regulations for gas storage facilityoperations in California . The DOGGR released proposed regulations on May 19, 2017 that would replace the emergency regulations issu ed in 2016. The proposedregulation s maintain the major elements from the 2016 emergency regulations but are more prescriptive and include some new requirements for recordsmanagement, leak reporting , and decommissioning. Public workshops took place and comments were submitted to the DOGGR regarding the proposed regulationsin July 2017. The Utility is unable to estima te the timing of when the DOGGR will make changes and/or adopt the proposed regulations. The PHMSA has also issued interim final rules effective January 18, 2017 regulating gas storage fa cilities at the federal level. PHMSA’s regulations are subject toa challenge in federal courts related to the implementation timeframe and the practices that have become mandatory under these new regula tions. PG&ECorporation and the Utility are unable to predict the outcome of that challenge .

The Utility may incur significant costs to comply with the new regulations related to (1) the development of a natural gas leak prevention and response program, (2)the development of a plan for corrosion monitoring and evaluation, (3) proactive replacement of equipment at risk of failure, and (4) a review of risk managementplans to consider various risk factors. On March 20, 2017, the Utility submitted an advi ce letter with the CPUC to request a memorandum account to track thefuture incremental costs associated with imp lementing the new regulations. On July 6, 2017, the CPUC rejected the advice letter stating that it includes matters thatrequire deliberation beyond the scope of an advice letter.

CPUCGeneralOrder112-F

In June 2015, the CPUC issued a decision that imposed new operation and maintenance standar ds for natural gas systems. The ne w standards became effectiveJanuary 1, 2017. The new standards require additional expenditures in the areas of gas leak repair, leak survey, high consequence area identification, and operatorqualifications, and could impact the Utility’s ability to timel y recover certain costs. The Utility expects to incur over $50 million in costs to implement the newstandards in 2017 and 2018, cumulatively. On January 31, 2017, the Utility filed a petition for modification of the CPUC ’s 2015 decision requesting a memorandum account to record for possible future recovery the cost to implement the new requirements concerning the Utility’s natural gas transmission operations in2017 and 2018. (In June 2016, the CPUC modified the G T&S rate case cycle, making the earliest effective date for rates for the next GT&S rate case January 1,2019, rathe r than 2018. As a result , in absence of the requested memorandum account, the Utility would not be able to recover additional revenue to pay for costsincurred prior to 2019.) Th e Utility is unable to predict the timing and outcome of this proceeding.

RetailChoice

On May 19, 2017, California energy companies, along with other stakeholders discussed retail choice and the future of California’ s electric industry at a CPUC “enbanc” meeting. Specifically, the goal of the meeting was to frame a discussion on the trends that are driving change within California’s electricity sector and overallclean-energy economy and to lay out elements of a path forward to ensure that California achieves its reliability, affordability, equity , and carbon reductionimperatives while recognizing the important role that technology and customer preferences wil l play in shaping this future. The CPUC has indicated that it inte ndsto open a rulemaking to examine, and coordinate among other open proceedings, rate design and the future role, structure, and other functions of the three Californiaelectric IOUs. The Utility is unable to predict when the CPUC may open a rulemaking.

STATEANDFEDERALINITIATIVESCaliforniaCap-and-TradeProgramExtension California’s AB 32, the Global Warming solutions act of 2006, provides for the gradual reduction of state-wide GHG emissions to 1990 levels by 2020. To achievethe 2020 target , CA R B has approved a comprehensive C ap-and- T rade P rogram that set s gradually declining limits on the amount of GHGs that may be emittedby major GHG emission sources. On June 28, 2017, the California Supreme Court denied an appeal from lower courts brought b y business groups opposing the Cap-an d-Trade Program. On July 17, 2017, the California legislature approved two bills supported by the California Governor and legislative leaders, AB 398 andAB 617. AB 398 will extend the Cap-and-Trade Program from 2020 to 2030 and AB 617 will improve California air quality control through increased monitoringand penalties. CARB’s 2017 Scoping Plan Update establishes the framework to meet the new climate targets and is expected to be adopted by the end of 2017. StrengtheningtheCybersecurityofFederalNetworksandCriticalInfrastructureExecutiveOrder On May 11, 2017, President Donald J. Trump signed Executive Order “Strengthening the Cybersecurity of Federal Networks and Critical Infrastructure” thatincludes prov isions, among other things, for the executive branch to use its authorities and capabilities to support the cybersecurity risk management efforts of theowners and operators of critical infrastructure. Among other things, it requires heads of appropriate sector-specific agencies to identify authorities and capabilitiesthat agencies could employ to support the cybersecurity efforts of critical infrastructure entities identified to be at greatest risk of attacks that could reasonably resultin catastrophic regional or national effects on public health or safety, economic security, or national security. It also requires within 180 days of the cybersecurityorder, before November 7, 2017, a classified report detailing the findings and recommendations for bett er supporting the cybersecurity risk management efforts ofsuch entities. The Utility is unable to predict the impact that the executive order will have on the Utilit y until the report is released and the federal administrationtakes steps to impleme nt some or all of the report’s recommendations.

ENVIRONMENTALMATTERS

The Utility’s operations are subject to extensive federal, state, and local laws and permits relating to the protection of the environment and the safety and health ofthe Utility’s personnel and the public. These laws and requirements relate to a broad r ange of the Utility’s activities, including the remediation of hazardous wastes;the reporting and reduction of CO 2 and other GHG emissions; the discharge of pollutants into the air, water, and soil ; the reporting of safety and reliabilitymeasures for nat ural gas storage facilities ; and the transportation, handling, storage, and disposal of spent nuclear fuel. (See Note 9 of the Notes to the CondensedConsolidated Financial Statements, as well as “Item 1A. Risk Factors” and Note 13 of the Notes to the Con solidated Financial Statements in the 2016 Form 10-K.)

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CONTRACTUALCOMMITMENTSPG& E Corporation and the Utility enter into contractual commitments in connection with future obligations that relate to purchases of electricity and natural gas forcustomers, purchases of transportation capacity, purchases of renewable energy, and purchases of fuel and transportation to support the Utility’s generationactivities. (See “Purchase Commitments” in Note 9 of the Notes to the Condensed Consolidated Financial Statements). Contractual commitments that relate tofinancing arrangements include long -term debt, preferred stock, and certain forms of regulatory financing. For more in-depth discussion about PG&E Corporation’sand the Utility’s contractual commitments, see “Liquidity and Financial Resources” above and Management’s Discussion and Analysis of Financial Condition andResults of Operations – Contractual Commitments in the 201 6 Form 10-K.

Off-BalanceSheetArrangementsPG&E Corporation and the Utility do not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a current or future material effecton their financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, otherthan those discussed in Note 13 of the Notes to the Consolidated Financial Statements in the 201 6 Form 10-K (the Utility’s commodity purchase agreements).

RISKMANAGEMENTACTIVITIES

PG&E Corporation , mainly through its owner ship of the Utility, and the Utility are exposed to market risk, which is the risk that changes in market conditions willadversely affect net income or cash flows. PG&E Corporation and the Utility face market risk associated with their operations; their financing arrangements; themarketplace for elect ricity, natural gas, electric transmission, natural gas transportation, and storage, emissions allowances and offset credits, other goods andservices , and other aspects of their businesses. PG&E Corporatio n and the Utility categorize market risks as “ commodity pric e risk” and “interest rate risk. ” TheUtility is also exposed to “credit risk,” the risk that counterparties fail to perform their contractual obligations. The Utility actively manages market risk through risk management programs designed to support business objectives, discourage unauthorized risk-taking, reducecommodity cost vola tility, and manage cash flows. T he Utility uses derivative instruments only for risk mitigation purposes and not for speculative purposes. TheUtility’s risk management activities include the use of physical and financial instruments such as forward contracts, futures, swaps, options, and other instrumentsand agreements, most of which are accounted for as derivativ e instruments. Some contracts are accounted for as leases. The Utility manages credit risk associatedwith its counterparties by assigning credit limits based on evaluations of their financial conditions, net worth, credit ratings, and other credit crite ria as deemedappropriate. Credit limits and credit quality are monitored periodically. These activities are discussed in detail in the 2016 Form 10-K. There were no significantdevelopments to the Utility ’s and PG&E Corporation ’s risk management activities during the six months ended June 30, 2017 .CRITICALACCOUNTINGPOLICIESThe preparation of the Condensed Consolidated Financial Sta tements in accordance with GAAP involves the use of estimates and assumptions that affect th erecorded amounts of assets and liabilities as of the date of the Condensed Consolidated Financial Statements and the reported amounts of revenues and expensesduring the reporting period. PG&E Corporation and the Utility consider their accounting polici es for regulatory assets and liabilities, loss contingencies associatedwith environmental remediation liabilities and legal and regulatory matters, accounting policies for insurance recoveries, ARO s, and pension and otherpostretirement benefits plans to be critical accounting policies. These policies are considered critical accounting policies due, in part, to their complexity and becausetheir application is relevant and material to the financial position and results of operations of PG&E Corporation an d the Utility, and because these policies requirethe use of ma terial judgments and estimates. Actual results may differ materially from these estimates. These accounting policies and their key characteristics arediscussed in detail in the 2016 Form 10-K . ACCOUNTINGSTANDARDSISSUEDBUTNOTYETADOPTED See the discussion above in Note 2 of the Notes to the Condensed Consolidated Financial Statements.

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FORWARD-LOOKINGSTATEMENTS This report contains forward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect management’s judgment andopinions which are based on current estimates, expectations, and projections a bout future events and assumptions regarding these events and management'sknowledge of facts as of the date of this report . These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines,associated with various investigations and proceedings; forecasts of pipeline-related expenses that the Utility will not recover through rates; forecasts of capitalexpenditures; estimates and assumptions used in critical accounting policies, including those relating to r egulatory assets and liabilities, environmental remediation,litigation, third-party claims, and other liabilities; and the level of future equity or debt issuances. These statements are also identified by words such as “assume,”“expect,” “intend,” “fore cast,” “plan,” “project,” “believe,” “estimate,” “predict,” “anticipate,” “may,” “should,” “would,” “could,” “potential” and similarexpressions. PG&E Corporation and the Utility are not able to predict all the factors that may affect future results. Som e of the factors that could cause futureresults to differ materially from those expressed or implied by the forward-looking statements, or from historical results, include, but are not limited to:

the timing and outcomes of the TO 18 and TO19 rate case s and other ratemaking and regulatory proceedings; the timing and outcome of the Butte fire litigation , whether insurance is sufficient to cover the Utility’s liability resulting therefrom ; the timing andoutcome of any proceeding to recover costs in excess of insurance from customers, if any; the effect, if any, that the SED’s $8.3 million citations issued inconnection with the Butte fire may have on Butte fire litigation; and whether additional investigations and proceedings in connection with the Butte fire willbe opened and any additional fines or penalties imposed on the Utility ; the outcome of the probation and the monitorship imposed as a result of the Utility’s conviction in the federal criminal trial, the timing and outcomes of thedebarment proceeding, the SED’s unresolved enforcement matters relating to the Utility’s compliance with natural gas-related laws and regulations, andother investigations that have been or may be commenced re lating to the Utility’s compliance with natural gas- and electric- related laws and regulationsand ex parte communications , and the ultimate amount of fines, penalties, and remedial costs that the Utility may incur in connection with the outcomes;

the ti ming and outcomes of the U.S. Attorney’s Office in San Francisco and the California Attorney General’s office investigations in connection withcommunications between the Utility’s personnel and CPUC officials, whether additional criminal or regulatory inv estigations or enforcement actions arecommenced with respect to allegedly improper communications, and the extent to which such matters negatively affect the final decisions to be issued inthe Utility’s ratemaking proceedings , and the timing and outcome of the federal investigation regarding possible criminal violations of the Migratory BirdTreaty Act and conspiracy to violate the act ; the effects on P G&E Corporation and the Utility’s reputations caused by the Utility’s conviction in the federal criminal trial, the state and federalinvestigations of natural gas incidents, matters relating to the criminal federal trial, improper communications between the CPUC and the Utility, and theUtility’s ongoing work to remove encroachments from transmission pipeline rights-of-way; whether the Utility can control its costs within the authorized levels of spending, and successfully implement a streamlined organizational structure andachieve project savings, the extent to which the Utility i ncurs unrecoverable costs that are higher than the forecasts of such costs, and changes in costforecasts or the scope and timing of planned work resulting from changes in customer demand for electricity and natural gas or other reasons; whether the Utili ty is able to successfully adapt its business model to significant change that the electric industry is undergoing and the impact such changewill have on the natural gas industry;

the impact of the increasing cost of natural gas regulations, including th e SB 887 directing DOGGR and CARB to develop permanent regulations for gasstorage facility operations in California to comply with new safety and reliability measures, the PHSMA rules effective January 18, 2017 regulating gasstorage facilities at the fed eral level; and the CPUC General Order 112-F that went into effect on January 1, 2017 and that requires additional expendituresin the areas of gas leak repair, leak survey, high consequences area identification, and operator qualifications, and could impa ct the Utility’s ability totimely recover such costs;

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wh ether the Utility and its third- party vendors and contractors are able to protect the Utility’s operational networks and information technology systemsfrom cyber- and physical attacks, or other in ternal or external hazards; the timing and outcome of the complaint filed by the CPUC and certain other parties with the FERC on February 2 , 2017 that requests that the Utilityprovide an open and transparent planning process for its capital transmission projects that do not go through the C A ISO’s Transmission Planning Processin order to allow for participation and input from interested parties; the amount and timing of additional common stock and debt issuances by PG&E Corporation, including the dilutiv e impact of common stock issuances tofund PG&E Corporation’s equity contributions to the Utility as the Utility incurs charges and costs, including fines, that it cannot recover through rates;

the outcome of the safety culture OII , including of its phase two proceeding opened on May 8, 2017 and future legislative or regulatory actions that may betaken to require the Utility to separate its electric and natural gas businesses, restructure into separate entities, undertake some other corporate restructuring, or implement corporate governance changes;

the outcome of current and future self-reports, investigations or other enforcement proceedings that could be commenced or notices of violation that couldbe issued relating to the Utility’s compliance with laws, rules, regulations, or orders applicable to its operations, including the construction, expansion orreplacement of its electric and gas facilities, electric grid reliability, inspection and maintenance practices, customer billing and privacy, physic al and cybersecurity, env ironmental laws and regulations; the outcomes of the CPUC’s data requests, including in connection with the Utility’s S martMeter™ cost-benefit analysis, and of the Utility’s PFMs,including in connection with the installation of new CP systems in 2018; the timing and outcomes of the “Ghost Ship” and Valero refinery outage lawsuits; the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility’s known and unk nownremediation obligations; and the extent to which the Utility is able to recover environmental costs in rates or from other sources;

the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility’s natural gas compressor station site located nearHinkley, California;

the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry, including operations,seismic design, security, safety, relicensi ng, the storage of spent nuclear fuel, decommissioning, cooling water intake, or other issues; the impact of actionstaken by state agencies that may affect the Utility’s ability to continue operating Diablo Canyon; whether the CPUC approves the joint prop osal that willphase out the Utility’s Diablo Canyon nuclear units at the expiration of their licenses in 2024 and 2025; and whether the Utility will be able to successfullyimplement its retention and retraining and development programs for Diablo Canyon employees, and whether these programs will be recovered in rates;

the impact of droughts , floods, or other weather-related conditions or events, wildfires (such as the Butte fire), climate change, natural disasters, acts ofterrorism, war, vandalism (incl uding cyber-attacks), downed power lines, and other events, that can cause unplanned outages, reduce generating output,disrupt the Utility’s service to customers, or damage or disrupt the facilities, operations, or information technology and systems owned by the Utility, itscustomers, or third parties on which the Utility relies , and of the potential inadequacy of the Utility’s emergency preparedness ; whether the Utility incursliability to third parties for property damage or personal injury caused by su ch events; whether the Utility is subject to civil, criminal, or regulatorypenalties in connection with such events; and whether the Utility’s insurance coverage is available for these types of claims and sufficient to cover theUtility’s liability;

the breakdown or failure of equipment that can cause fires and unplanned outages (such as the power outage on April 21, 2017 in San Francisco, that initialinformation suggests was due to an equipment failure that led to a fire at Larkin Street substation, and that impacted approximately 88,000 customers); andwhether the Utility will be subject to investigations, penalties, and other costs in connection with such events;

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how the CPUC and the CARB implement state environmental laws relating to GHG, renewable energy targets, energy efficiency standards, DERs, electricvehicles, and similar matters, including whether the Utility is able to continue recovering associated compliance costs, such as the cost of emissionallowances and offsets under cap-and-trade reg ulations; and whether the Utility is able to timely recover its associated investment costs;

whether the Utility’s climate change adaptation strategies are successful;

the impact that reductions in customer demand for electricity and natural gas have on the Utility’s ability to make and recover its investments through ratesand earn its authorized return on equity, and whether the Utility is successful in addressing the impact of growing distributed and renewable generationresources, changing customer de mand for natural gas and electric services , and an increasing number of customers departing PG&E’s procurement servicefor CCAs ;

the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Utility can manage and respond to the volatility of energycommodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; andwhether the Utility is able to recover timely its electric generation and ene rgy commodity costs through rates, including its renewable energy procurementcosts;

whether, as a result of Westinghouse’s Chapter 11 proceeding, the Utility will experience issues with nuclear fuel supply, nuclear fuel inventory, andrelated services an d products that Westinghouse supplies, and whether such proceeding will affect the Utility’s contracts with Westinghouse;

the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connec tion with third-partyclaims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Utility can continue to obtain adequate insurancecoverage for future losses or claims, especially following a major event th at causes widespread third-party losses;

the ability of PG&E Corporation and the Utility to access capital markets and other sources of debt and equity financing in a timely manner on acceptableterms;

changes in credit ratings which could result in incr eased borrowing costs especially if PG&E Corporation or the Utility were to lose their investment gradecredit ratings;

the impact of federal or state laws or regulations, or their interpretation, on energy policy and the regulation of utilities and their holding companies,including how the CPUC interprets and enforces the financial and other conditions imposed on PG&E Corporation when it became the Utility’s holdingcompany, and whether the ultimate outcomes of the CPUC’s pending investigations, the Util ity ’s conviction in the federal criminal trial , and otherenforcement matters will impact the Utility’s ability to make distributions to PG&E Corporation, and, in turn, PG&E Corporation’s ability to pay dividends;

the impact of the corporate tax reform co nsidered by the new federal administration and the outcome of federal or state tax audits and the impact of anychanges in federal or state tax laws, policies, regulations, or their interpretation;

changes in the regulatory and economic environment, inclu ding potential changes affecting renewable energy sources and associated tax credits, as a resultof the new federal administration; and

the impact of changes in GAAP, standards, rules, or policies, including those related to regulatory accounting, and the impact of changes in theirinterpretation or application.

Additional information about risks and uncertainties, including more detail about the factors described in this report, is included throughout MD&A, in “Item 1A.Risk Factors” below, and in the 2016 Form 10-K, including the “Risk Factors” section. Forward-looking statements speak only as of the date they are made. PG&ECorporation and the Utility do not undertake any obligation to update forward-looking statements, whether in response to new in formation, future events, orotherwise. Additionally, PG&E Corporation and the Utility routinely provide links to the Utility’s principal regulatory proceedings before the CPUC and the FERC athttp://investor.pgecorp.com, under the “Regulatory Filings” tab, so that such filings are available to investors upon filing with the relevant agency. It is possible thatthese regulatory filings or information included therein could be deemed to be material information. The information contained on this website is not part of this orany other report that PG&E Corporation or the Utility files with, or furnishes to, the SEC. PG&E Corporation and the Utility are providing the address to thiswebsite solely for the information of investors and do not intend the addres s to be an active link.

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ITEM3.QUANTITATIVEANDQUALITATIVEDISCLOSURESABOUTMARKETRISK

PG&E Corporation’s and the Utility’s primary market risk results from changes in energy commodity prices. PG&E Corporation and the Utility engage in pricerisk management activities for non-trading purposes only. Both PG&E Corporation and the Utility may engage in these price risk management activities usingforward contracts, futures, options, and swaps to hedge the impact of market fluctuations on energy commodity prices and interest rates. (See the section aboveentitled “Risk Management Activities” in Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.)

ITEM4.CONTROLSANDPROCEDURES

Based on an evaluation of PG&E Corporation’s and the Utility’s disclosure controls and procedures as of June 30, 2017 , PG&E Corporation’s and the Utility’srespective principal executive officers and principal financi al officers have concluded that such controls and procedures are effective to ensure that informationrequired to be disclosed by PG&E Corporation and the Utility in reports that the companies file or submit under the Securities Exchange Act of 1934, as am ended,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&ECorporation’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. There were no changes in internal control over financial reportin g that occurred during the quarter ended June 30, 2017 , that have materially affected, or arereasonably likely to materially affect, PG& E Corporation’s or the Utility’s internal control over financial reporting.

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PARTII.OTHERINFORMATION

ITEM1.LEGALPROCEEDINGS

In addition to the following legal proceedings, PG& E Corporation and the Utility are involved in various legal proceedings in the ordinary course of their business. For more information regarding PG&E Corporation’s and the Utility’s contingencies, see Note 9 of the Notes to the Condensed Consolidated Fina ncial Statementsand Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations, “Enforcement and Litigation Matters.” ButteFireLitigationIn September 2015, a wildfire (known as the “Butte fire”) ignited and spread in Amador and Calaveras Counties in Northern California. On April 28, 2016, Cal Firereleased its report of the investigation of the origin and cause of the wildfire. According to Cal Fire’s report, the fire burned 70,868 acres, resulted in two f atalities,destroyed 549 homes, 368 outbuildings and four commercial properties, and damaged 44 structures. Cal Fire’s report concluded that the wildfire was caused when agray pine tree contacted the Utility’s electric line which ignited portions of the tree, and determined that the failure by the Utility and/or its vegetation managementcontractors, ACRT Inc. and Trees, Inc., to identify certain potential hazards during its vegetation management program ultimately led to the failure of the tree. On May 23, 2016, individual plaintiffs filed a master complaint against the Utility and its two vegetation management contractors in the Superior Court of Californiafor Sacramento County. Subrogation insurers also filed a separate master complaint on the same d ate. The California Judicial Council had previously authorizedthe coordination of all cases in Sacramento County. As of June 30, 2017, approximately 60 complaints have been filed against the Utility and its two vegetationmanagement contractors in the S uperior Court of California in the Counties of Calaveras, San Francisco, Sacramento, and Amador involving approximately 2,050individual plaintiffs representing approximately 1,180 households and their insurance companies. These complaints are part of or are in the process of being addedto the two master complaints. Plaintiffs seek to recover damages and other costs, principally based on inverse condemnation and negligence theories of liability. Plaintiffs also seek punitive damages. The number of indi vidual complaints and plaintiffs may increase in the future. The Utility continues mediating and settlingcases. In addition, o n April 13, 2017, Cal Fire filed a complaint with the Superior Court of the State of California, County of Calaveras, seeking to recover $87 million forits costs incurred on the theory that the Utility and its vegetation management contractors were negligent, among other claims. Also, in May 2017, the OES indicated that it intends to bring a claim against the Utility that it estimates in the approximate amount of $190 million. This claimwould include costs incurred by the OES for tree and debris removal, infrastructure damage, er osion control, and other claims related to the Butte fire. Also, in June2017, the County of Calaveras indicated that it intends to bring a claim against the Utility that it estimates in the approximate amount of $85 million. This claimwould include cos ts that the County of Calaveras incurred or expects to incur for infrastructure damage, erosion control, and other costs related to the Butte fire. Two trials have been scheduled in connection with the Butte fire. On April 14, 2017, the Superior Court of California for Sacra mento County found that six“preference” households (households that include individuals who due to their age and/or physical condition are not likely to meaningfully participate in a trial undernormal scheduling) are entitled to a trial. The trial has b een scheduled to commence on August 14, 2017 in Sacramento. The court also set a representative trial date for October 30, 2017 in Sacramento. A representative trial is a trial where the parties agree, or the court decides, onplaintiffs who are “represe ntative” of broader groups of plaintiffs such that the trial may assist the parties in settling other cases after obtaining verdicts in therepresentative trial. For more information regarding the Butte fire, see Note 9 “Contingencies and Commitments” of the Notes to the Condensed Consolidated Financial Statements. 69

FederalCriminalTrial As previously disclosed, o n June 14, 2016, a federal criminal trial against the Utility began in the United States District Court for the Northern District of Cal ifornia, in San Francisco, on 12 felony counts , subsequently reduced to 11 counts, alleging that the Utility knowingly and willfully violated minimum safety standardsunder the Natural Gas Pipeline Safety Act relating to record-keeping, pipeline integrity man agement, and identification of pipeline threats, and one felony countcharging that the Utility obstructed the NTSB investigation into the cause of the San Bruno accident. On August 9, 2016, the jury returned its verdict. The juryacquitted the Utility o n six of the record-keeping allegations but found the Utility guilty on six felony counts that include one count of obstructing a federal agencyproceeding and five counts of violations of pipeline integrity management regulations of the Natural Gas Pipeli ne Safety Act. On January 26, 2017, the court issued a judgment of conviction sentencing the Utility to a five-year corporate probation period, oversight by a third-party monitorfor a period of five years, with the ability to apply for early terminatio n after three years, a fine of $3 million which was paid to the federal government in February2017, certain advertising requirements, and communit y service. The Utility did not appeal the convictions. The probation includes a requirement that the Utilit ynot commit any local, state, or federal crime s during the probation period. PG&E Corporation and the monitor entered into a monitor retention agreement on April 12, 2017. The goal of the monitorship is to prevent the criminal conductwith respect to gas pipeline transmission safety that gave rise to the conviction. To that end, the goal of the monitor is to help ensure that the Utility takes reasonableand appropriate steps to maintain the safety of th e gas transmission pipeline system, performs appropriate integrity management assessments on its gas transmissionpipelines, and maintains an effective ethics and compliance program and safety related incentive program. The Utility could incur material costs, not recoverable through rates, in the event of non-compliance with the terms of probation and in connection with themonitorship (including but not limited to costs resulting from potential recommendations that the m onitor may make in the future ). LitigationRelatedtotheSanBrunoAccidentAs of June 3 0 , 2017, there were seven shareholder derivative lawsuits seeking recovery on behalf of PG&E Corporation and the Utility for alleged breaches offiduciary duty by certain current and former officers and directors (the “Individual Defendants”), among other claims. Four of the cases were consolidated as theSanBrunoFireDerivativeCasesand are pending in the Superior Court of California, County of San Mateo (the “ Court”). The remaining three cases are Tellardinv.AnthonyF.Earley,Jr.,etal.,IronWorkersMid-SouthPensionFundv.Johns,etal.,and Bushkinv.Rambo,etal. (the “Additional Derivative Cases”). On March 15, 2017, the parties in the SanBrunoFireDerivativeCasesfiled with the Court a settlement that they reached to resolve the consolidated shareholderderivative lawsuit and certain additional claims against the Individual Defendants. Pursuant to the settlement stipulation , subject to certain conditions : (1) theIndividual Defendants’ directors and officers liability insurance carriers will pay $90 million to PG&E Corporation within 11 business days of the entry of thejudgment approving settlement in the SanBrunoFireDerivativeCases, (2) PG &E Corporation and the Utility will implement certain corporate governancetherapeutics for five years, and (3) the Utility will implement certain gas operations therapeutics and maintain certain of them for three years, at an estimated cost ofup to appro ximately $32 million. In addition, PG&E Corporation agreed to pay any fee and expense award that the Court may grant to counsel for the plaintiffs in the SanBrunoFireDerivativeCasesin an amount not to exceed $25 million for fees and $500,000 for exp enses. PG&E Corporation and the Utility also agreed, under their indemnificationobligations to the Individual Defendants, to pay $18.3 million of the Individual Defendants’ costs, fees, and expenses incurred in connection with responding to,defending an d settling the SanBrunoFireDerivativeCasesand the Additional Derivative Cases, including certain fees and expenses for investigating theseclaims. The $18.3 million has been paid, with the majority reflected in PG&E Corporation’s and the Utility’s fi nancial statements through December 31, 2016. The settlement is expressly conditioned on, among other things, the Additional Derivative Cases being dismissed with prejudice, which condition can only bewaived by PG&E Corporation and a majority of the Ind ividual Defendants. 70

The preliminary settlement approval hearing took place on April 21, 2017. At this hearing, PG&E Corporation and the Utility agreed that notwithstanding theexpiration of the five-year and three-year periods applicable to the corporat e and gas operations therapeutics described above, neither entity will make any materialchanges to such therapeutics unless those changes are reported in PG&E Corporation’s Corporate Responsibility and Sustainability Report or another suitable reportat l east three months prior to their taking effect. With this modification, the Court preliminarily approved the settlement, preliminarily finding it fair, reasonable,adequate, and in the best interests of PG&E Corporation, the Utility, and the shareholders of PG&E Corporation. On July 18, 2017, the Court issued a judgment approving the settlement. The Court also directed PG&E Corporation to provide at least quarterly reports to theCourt and to the City of San Bruno summarizing the progress of the implemen tation of the corporate governance an d gas operations therapeutics. Also, as of July19, 2017, the Additional Derivative Cases were dismissed. The settlement will become effective when all remaining conditions specified in the settlementstipulation are satisfied. For additional information regarding these matters, see “Part I, Item 3. Legal Proceedings” in the 2016 Form 10-K and Note 9 . OtherEnforcementMattersFines may be imposed, or other regulatory or governmental enforcement action could be taken, with respect to the Utility’s self-reports of non - compliance withelectric and natural gas safety regulations a nd other enforcement matters. See the discussion entitled “Enforcement and Litigation Matters” above in Part I, Item 2.Management’s Disc ussion and Analysis of Financial Condition and Results of Operations and in Note 9 of the Notes to the Condensed Consolidated FinancialStatements. In addition, see “Part I, Item 3. Legal Proceedings” in the 2016 Form 10-K.DiabloCanyonNuclearPowerPlant For more information regarding the 2003 settlement agreement between the Central Coast Water Board , the Utility , and the California Attorney General’s Office,see “Part I, Item 3 . Legal Proceedings” in the 2016 Form 10- K.

ITEM1A.RISKFACTORS For information about the significant risks that could affect PG&E Corporation’s and the Utility’s future financial condition, results of operations, and cash fl ows,see the section of the 2016 Form 10-K entitled “Risk Factors,” as supplemented below, and the section of this quarterly report entitled “ Cautionary LanguageForward-Looking Statements.” Theelectricpowerindustryisundergoingsignificantchangedrivenbytechnologicaladvancementsandadecarbonizedeconomy,whichcouldmateriallyimpacttheUtility’soperations,financialcondition,andresultsofoperations. The electric power industry is undergoing transformative change driven by technological advancements enabling customer choice (for example, customer-ownedgeneration and energy storage) and a decarbonized economy. California's environmental policy objectives are accelerating the pace and scope of the industrychange. The electric grid is a critical enabler of the adoption of new energy technologies that sup port California's climate change and GHG reduction objectives,which continue to be publicly supported by California policy makers notwithstanding a recent change in the federal approach to such ma tters. California utilitiesare experiencing increasing de ployment by customers and third parties of DERs, such as on-site solar generation, energy storage, fuel cells, energy efficiency , anddemand response technologies. This growth will require modernization of the electric distribution grid to, among other thi ngs, accommodate two-way flows ofelectricity, increase the grid's capacity , and interconnect DERs. In order to enable the California clean energy economy, sustained investments are required in grid modernization, renewable integration projects, energy e fficiencyprograms, energy storage options, electric vehicle infrastructure and State infrastructure modernization (e.g. rail and water project s ). To this end, the CPUC is conducting proceedings to: evaluate changes to the planning and operation of the el ectric distribution grid in order to prepare for higherpenetration of DERs; consider future grid modernization and grid reinforcement investments; evaluate if traditional grid investments can be deferred by DERs, andif feasible, what, if any, compensatio n to utilities would be appropriate for enabling those investments ; and clarify the role of the electr ic distribution gridoperator. The CPUC has also recently opened proceedings regarding the creation of a shared database or statewide census of utility p oles and conduits in Californiaand increased access by communications providers to utility rights-of-way. This proceeding could require utilities to invest significant resources into inspectingpoles and conduits, limit available capacity in existing rig hts-of-way, or impose other requirements on utilities facilities. The Utility is unable to predict theoutcome of these proceedings. 71

In addition, the CPUC has recently opened discussions on liberalizing C alifornia’s retail electricity market. On May 1 9, 2017, California energy companies, alongwith other stakeholders discussed retail choice and the future of the state’s electricity industry at a CPUC “en banc” meeting. Spec ifically, the goal of the “e nbanc” was to frame a discussion on the trends tha t are driving change within California’s electricity sector and overall clean-energy economy and to lay outelements of a path forward to ensure that California achieves its reliability, affordability, equity , and carbon reduction imperatives while recogni zing the importantrole that technology and customer preferences wil l play in shaping this future. The CPUC has indicated that it intends to open a rulemaking to examine, andcoordinate among other open proceedings, rate design and the future role, struct ure, and other functions of the three California electric IOUs. The industry change, costs associated with complying with new regulatory developments an d initiatives and with technological advancements, or the Utility’sinability to successful ly ada pt to changes in the electric industry, could materially affect the Utility’s operations, financial condition , and results of operations. Stateclimatepolicyrequiresreductionsingreenhousegasesof40%by2030and80%by2050.Variousproposalsforaddressingthesereductionshavethepotentialtoreducenaturalgasusageandincreasenaturalgascosts.Thefuturerecoveryoftheincreasedcostsassociatedwithcomplianceisuncertain.The CARB is the state’s primary regulator for GHG emission reduction programs. Natural gas providers have been subject to compliance with CARB’s Cap-and-Trade Program since 2015, and natural gas end-use customers have an increasing exposure to carbon costs under the Program through 203 0 when the full cost willbe reflected in customer bills. CARB’s Scoping Plan also proposes various methods of reducing GHG emissions from natural gas. These include more aggressiveenergy efficiency programs to reduce natural gas end use, increased RPS generation in the electric sector reducing noncore gas load, and replacement of natural gasappliances with electric appliances, leading to further reduced demand. These natural gas load reductions may be partially offset by CARB’s proposals to deploynat ural gas to replace wood fuel in home heating and diesel in transportation applications. CARB also proposes a displacement of some conventional natural gaswith above-market renewable natural gas. The combination of reduced load and increased costs could result in higher natural gas customer bills and a potentialmandate to deliver renewable natural gas could lead to cost recovery risk. Acyberincident,cybersecuritybreachorphysicalattackontheUtility’soperationalnetworksandinformationtechnologysystemscouldhaveamaterialeffectonitsbusinessandresultsofoperations.Private and public entities , such as the NERC, and U.S. Government Departments, including the Departments of Defense, Homeland Security and Energy, and theWhite House, have noted that cyber-attacks targeting utility systems are increasing in sophistication, magnitude, and frequency. The Utility’s electricity and naturalgas systems rely on a complex, interconnected network of generation, transmission, distribution, cont rol, and communication technologies, which can be damagedby natural events—such as severe weather or seismic events —and by malicious events, such as cyber and physical attacks. The Utility’s operational networks alsomay face new cyber security risks due to modernizing and interconnecting the existing infrastructure with new technologies and control systems. Any failure ordecrease in the functionality of the Utility’s operational networks could cause harm to the public or employees, significantly disrup t operations, negatively impactthe Utility’s ability to safely generate, transport, deliver and store energy and gas, or otherwise operate in the most safe and efficient manner or at all, and damagethe Utility’s assets or operations or those of third par ties.

The Utility also relies on complex information technology systems that allow it to create, collect, use, disclose, store and otherwise process sensitive information,including the Utility’s financial information, customer energy usage and billing information , and personal information regarding customers, employees and theirdependents, contractors, and other individuals. In addition, the Utility often relies on third-party vendors to host, maintain, modify, and update its systems and thesethird-p arty vendors could cease to exist, fail to establish adequate processes to protect the Utility’s systems and information, or experience security incidents. Anyincidents or disruptions in the Utility’s information technology systems could impact our abili ty to track or collect revenues and to maintain effective internalcontrols over financial reporting . 72

The Utility and its third party vendors have been subject to , and will likely continue to be subject to attempts to gain unauthorized access to the Util ity’sinformation technology systems, or confidential data, or to disrupt the Utility’s operations. None of these attempts or breaches has individually or in the aggregateresulted in a security incident with a material impact on PG&E Corporation’s and th e Utility’s financial condition and results of operations. Despiteimplementation of security and control measures, there can be no assurance that the Utility will be able to prevent the unauthorized access to its operational networks , information technol ogy systems o r data, or th e disruption of its operations. Such events could subject the Utility to significant expenses, claims by customers orthird parties, government inquiries, investigations, and regulatory actions that could result in fines and pena lties, and loss of customers, any of which could have amaterial effect on PG&E Corporation’s and the Utility’s financial condition and results of operations. The Utility maintains cyber liability insurance that covers certain damages caused by cyber inci dents . However, there is no guarantee that adequate insurance willcontinue to be available at rates the Utility believes are reasonable or that the costs of responding to and recovering from a cyber incident will be covered byinsurance or recoverable in rates. TheUtilitypurchasesitsnuclearfuelassembliesfromasolesource,Westinghouse.IfWestinghouseexperiencesbusinessdisruptionsasaresultofChapter11proceedings,theUtilitycouldexperiencedisruptionsinnuclearfuelsupply,delaysinconnectionwithitsDiabloCanyonoutagesandrefuelings,andrejectioninbankruptcyofitscontractswithWestinghouse. The Utility purchases its nuclear fuel assemblies for Diablo Canyon from a sole source, Westinghouse. The Utility also stores nucl ear fuel inventory at the Westinghouse fuel fabrication facility. In addition, Westinghouse provides the Utility with Diablo Canyon outage support services, nuclear fuelanalysis, OEM engineering and parts support. On March 29, 2017, Westinghouse filed fo r Chapter 11 protection in the United States Bankruptcy Court, SouthernDistrict of New York. In the event that Westinghouse experiences business disruptions in its nuclear fuel business as a result of bankruptcy proceedings orotherwise, the Utility coul d experience issues with its nuclear fuel supply and delays in connection with Diablo Canyon refueling outages. The Utility alsocould experience losses in connection with its nuclear fuel inventory and Westinghouse could seek to reject in bankruptcy its c ontracts with the Utility. DiabloCanyon’s Unit 2 refueling outage is expected to occur in the first quarter of 2018. If Westinghouse were to reject the Utility’s contracts or fail to deliver nuclearfuel or provide outage support to the Utility, the Uti lity’s operation of Diablo Canyon would be adversely affected. PG&E Corporation and the Utility alsocould experience additional costs, including decreased electricity market revenues, in the event that one or both Diablo Canyon units are unable to operate. There can be no assurance that any such additional costs would be recoverable in the rates the Utility is permitted to recover from its customers. Furthermore,the Utility currently is not able to estimate the nature or amount of additional costs and expenses that it might incur in connection with the uncertaintiessurrounding Westinghouse but such costs and expenses could be material.Forcertaincriticaltechnologies,productsandservices,theUtilityreliesonalimitednumberofsuppliersand,insomecases,solesuppliers.Intheeventthesesuppliersareunabletoperform,theUtilitycouldexperiencedelaysanddisruptionsinitsbusinessoperationswhileittransitionstoalternativeplansorsuppliers.The Utility relies on a limited n umber of sole source suppliers for certain of its technologies, products and services. Although the Utility has long-term agreementswith such suppliers, if the suppliers are unable to deliver these technologies, products or services, the Utility could ex perience delays and disruptions while itimplements alternative plans and makes arrangements with acceptable substitute suppliers. As a result, the Utility’s business, financial condition, and results ofoperations could be significantly affected. As an example, the Utility relies on Silver Spring Networks, Inc. and Aclara Technologies LLC as suppliers ofproprietary SmartMeter™ devices and software, and of managed services, utilized in its advanced metering system that collects electric and natural gas u sage datafrom customers. If these suppliers encounter performance difficulties, are unable to supply these devices or maintain and update their software, or provide otherservices to maintain these systems, the Utility’s metering, billing, and electric n etwork operations could be impacted and disrupted.

ITEM2.UNREGISTEREDSALESOFEQUITYSECURITIESANDUSEOFPROCEEDS During the quarter ended June 30, 2017 , PG&E Corporation made equity contributions totaling $ 65 million to the Utility in order to maintain t he 52% commonequity component of the Utility’s CPUC-authorized capital structure. Neither PG&E Corporation nor the Utility made any sales of unregistered equity securitiesduring the quarter ended June 30, 2017 . 73

IssuerPurchasesofEquitySecurities During the quarter ended June 30, 2017 , PG&E Corporation did not redeem or repurchase any shares of common stock outstanding. PG&E Corporation does nothave any preferred stock outstanding. During the quarter ended June 30, 2017 , the Utility did not redeem or repurchase any shares of its various series of preferredstock outstanding.

ITEM5.OTHERINFORMATION

RatioofEarningstoFixedChargesandRatioofEarningstoCombinedFixedChargesandPreferredStockDividends The Utility’s earnings to fixed charges ratio for the six months ended June 30, 2017 was 2.92 . The Utility’s earnings to combined fixed charges and preferred stockdividends ratio for the six months ended June 30, 2017 was 2.89 . The statement of the foregoing ratios, together with the statements of the computation of theforegoing ratios filed as Exhibits 12.1 and 12.2 hereto, are included herein for the purpose of incorporating such information and Exhibits into the Utility’sRegistration Statement No. 333- 215427 . PG&E Corporation’s earnings to fixed charges ratio for the six months ended June 30, 2017 was 2.87 . The statement of the fo regoing ratio, together with thestatement of the computation of the foregoing ratio filed as Exhibit 12.3 hereto, is included herein for the purpose of incorporating such information and Exhibit intoPG&E Corporation’s Registration Statement No. 333- 21542 5 . 74

ITEM6.EXHIBITS

*10.1 Form of Restricted Stock Unit Agreement for 2017 grants under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.2 Form of Performance Share Agreement subject to financial goals for 2017 grants under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.3 Form of Performance Share Agreement subject to safety and affordability goals for 2017 grants under the PG&E Corporation 2014 Long-Term

Incentive Plan

*10.4 Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant under the PG&E Corporation 2014 Long-Term Incentive Plan

* 10. 5 Performance Share Agreement subject to financial goals between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant under the PG&E

Corporation 2014 Long-Term Incentive Plan

*10.6 Performance Share Agreement subject to safety and affordability goa ls between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant underthe PG&E Corporation 2014 Long-Term Incentive Plan

* 10. 7 Form of Restricted Stock Unit Agreement for 2017 grants to non-employee directors under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.8 Restricted Stock Unit Agreement between Nickolas Stavropoulos and PG&E Corporation for non-annual award under the PG&E Corporation 2014

Long-Term Incentive Plan

*10.9 Separation Agreement between Pacific Gas and Electric Company and Desmond Bell dated January 6, 2017 and amended as of April 25, 2017

12.1 Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company

12.2 Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company

12.3 Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation

31.1 Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of

the Sarbanes-Oxley Act of 20 02

**32.1 Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002

**32.2 Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 906 of

the Sarbanes-Oxley Act of 2002

101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Labels Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document

*Management contract or compensatory agreement.** Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.

75

EXHIBITINDEX

*10.1 Form of Restricted Stock Unit Agreement for 2017 grants under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.2 Form of Performance Share Agreement subject to financial goals for 2017 grants under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.3 Form of Performance Share Agreement subject to safety and affordability goals for 2017 grants under the PG&E Corporation 2014 Long-Term

Incentive Plan

*10.4 Restricted Stock Unit Agreement between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.5 Performance Share Agreement subject to financial goals between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant under the PG&E

Corporation 2014 Long-Term Incentive Plan

*10.6 Performance Share Agreement subject to safety and affordability goals between Anthony F. Earley, Jr. and PG&E Corporation for 2017 grant underthe PG&E Corporation 2014 Long-Term Incentive Plan

*10.7 Form of Restricted Stock Unit Agreement for 2017 grants to non-employee director s under the PG&E Corporation 2014 Long-Term Incentive Plan

*10.8 Restricted Stock Unit Agreement between Nickolas Stavropoulos and PG&E Corporation for non-annual award under the PG&E Corporation 2014

Long-Term Incentive Plan

*10.9 Separation Agreement between Pacific Gas and Electric Company and Desmond Bell dated January 6, 2017 and amended as of April 25, 2017

12.1 Computation of Ratios of Earnings to Fixed Charges for Pacific Gas and Electric Company

12.2 Computation of Ratios of Earnings to Combined Fixed Charges and Preferred Stock Dividends for Pacific Gas and Electric Company

12.3 Computation of Ratios of Earnings to Fixed Charges for PG&E Corporation

31.1 Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 302 of the Sarbanes-Oxley Act of 2002

31.2 Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 302 of


**32.1 Certifications of the Principal Executive Officer and the Principal Financial Officer of PG&E Corporation required by Section 906 of the Sarbanes-Oxley Act of 2002

**32.2 Certifications of the Principal Executive Officer and the Principal Financial Officer of Pacific Gas and Electric Company required by Section 906 of


101.INS XBRL Instance Document

101.SCH XBRL Taxonomy Extension Schema Document

101.CAL XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB XBRL Taxonomy Extension Labels Linkbase Document

101.PRE XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF XBRL Taxonomy Extension Definition Linkbase Document *Management contract or compensatory agreement.** Pursuant to Item 601(b)(32) of SEC Regulation S-K, these exhibits are furnished rather than filed with this report.

76

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this Quarterly Report on Form 10-Q to be signed on theirbehalf by the undersigned thereunto duly authorized.

PG&E CORPORATION /s/ JASON P. WELLSJason P. Wells Senior Vice President and Chief Financial Officer (duly authorized officer and principal financial officer)

PACIFIC GAS AND ELECTRIC COMPANY /s/ D AVID S. THOMASOND avid S. ThomasonVice President, Chief Financial Officer and Controller(duly authorized officer and principal financial officer)

Dated: July 27, 2017

77

EXHIBIT10.01

PG&ECORPORATION2014LONG-TERMINCENTIVEPLAN

RESTRICTEDSTOCKUNITAWARD

PG&ECORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below. The Restricted StockUnits have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP"). The terms and conditions of the Restricted StockUnits are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the "Agreement").

Date of Grant: May 5, 2017

Name of Recipient: <First_Name> <Last_Name>

Recipient's Participant ID: <Emp_Id>

Number of Restricted Stock Units: <shares_awarded>

Retirement Category: 1 <User Defined Fin 4> (Retirement-I or Retirement-II)

Byacceptingthisaward,youagreetoall ofthetermsandconditionsdescribedintheattachedAgreement. YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandtheRestrictedStockUnitsdatedMarch1,2017.

If,foranyreason,youwishtonotacceptthisaward,pleasenotifyPG&ECorporationinwritingwithin30calendardaysofthe date of this award at ATTN: LTIP Administrator, Pacific Gas and Electric Company, 245 Market Street, N2T, SanFrancisco,94105.

Attachment

1 Your "Retirement Category" will determine how "Retirement" is defined for purposes of this award of Performance Shares, and which Retirement provisions ofthe Agreement will apply to this award.


RESTRICTEDSTOCKUNITAGREEMENT

TheLTIPandOtherAgreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units,subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of anyconflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP will govern. Capitalized terms thatare not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreementand the PG&E Corporation 2012 Officer Severance Policy, this Agreement will govern. For purposes of this Agreement,employment with PG&E Corporation means employment with any member of the Participating Company Group.

GrantofRestrictedStockUnits PG&E Corporation grants you the number of Restricted Stock Units shown on the cover sheet of this Agreement. TheRestricted Stock Units are subject to the terms and conditions of this Agreement and the LTIP.

VestingofRestrictedStockUnits As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to thisAgreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the "Normal VestingSchedule"). March 1, 2018 – one-third of the Restricted Stock Units March 1, 2019 – one-third of the Restricted Stock Units March 2, 2020 – one-third of the Restricted Stock Units The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of youremployment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence ofcertain events.

Dividends Restricted Stock Units will accrue Dividend Equivalents corresponding to each time that cash dividends are paid with respect toPG&E Corporation common stock having a record date between March 1, 2017 and the date on which the Restricted StockUnits are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlyingRestricted Stock Units.

Settlement Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to thesatisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after theRestricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after theapplicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstandingvested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but notlater than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or(3) "separation from service," within the meaning of Code Section 409A within 2 years following a Change in Control.

VoluntaryTermination In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on thedate of termination.

Retirement-I2 In the event of your Retirement, unvested Restricted Stock Units will continue to vest and be settled pursuant to the NormalVesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of thisAgreement; provided, however that in the event of your Retirement within 2 years following a Change in Control, all of yourRestricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date ofsuch Retirement. Your termination of employment will be considered Retirement if you are age 55 or older on the date ofRetirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of terminationof your employment.

Retirement-II3 In the event of your Retirement, any unvested Restricted Stock Units that would have vested within the 12 months followingsuch Retirement had your employment continued will continue to vest and be settled pursuant to the Normal Vesting Schedule(without regard to the requirement that you be employed), subject to the earlier settlement provisions of this Agreement;provided, however, that in the event of your Retirement within 2 years following a Change in Control, those Restricted StockUnits that would have vested within 12 months following such Retirement will be vested and settled as soon as practicable after(but not later than 60 days after) the date of such Retirement. All other unvested Restricted Stock Units will be cancelled. Yourtermination of employment will be considered Retirement if you are age 55 or older on the date of Retirement and if you wereemployed by PG&E Corporation for at least eight consecutive years ending on the date of termination of your employment.

TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested RestrictedStock Units will be cancelled on the date of termination. In general, termination for "cause" means termination of employmentbecause of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion ofPG&E Corporation. For the avoidance of doubt, you will not be eligible to retire if your employment is being or is terminatedfor cause.

TerminationotherthanforCauseIf your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement, anyunvested Restricted Stock Units that would have vested within the 12 months following such termination had your employment

continued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirement thatyou be employed), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted Stock Units willbe cancelled unless your termination of employment was in connection with a Change in Control as provided below.

Death/Disability In the event of your death or Disability while you are employed, all of your Restricted Stock Units will vest and be settled assoon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occursfollowing the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, thenall of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continuedvesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of yourdeath or Disability.

TerminationDuetoDispositionofSubsidiary

If your employment is terminated (other than for cause, your voluntary termination, or your Retirement) (1) by reason of adivestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in suchsubsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, asamended (the "Code"), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&ECorporation, then your Restricted Stock Units will vest and be settled in the same manner as for a "Termination other than forCause" described above.

ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted StockUnits subject to this Agreement. If the Restricted Stock Units are neither assumed nor continued by the Acquiror or if the Acquiror does not provide asubstantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vestimmediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal VestingSchedule, subject to the earlier settlement provisions of this Agreement.

TerminationInConnectionwithaChangeinControl

If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) in connectionwith a Change in Control within three months before the Change in Control occurs, all of your outstanding Restricted StockUnits (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period)will vest on the date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (withoutregard to the requirement that you be employed) subject to the earlier settlement provisions of this Agreement. In the event of such a separation in connection with a Change in Control within two years following the Change in Control, yourRestricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume orcontinue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not later thansixty (60) days after) the date of such separation. PG&E Corporation has the sole discretion to determine whether termination ofyour employment was made in connection with a Change in Control.

Delay PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Section409A(a)(2)(B)(i) of the Code (relating to payments made to certain "key employees" of certain publicly-traded companies); insuch event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following thedate of your "separation from service" under Section 409A (or shorter period ending on the date of your death following suchseparation) will instead be issued on the first business day following the expiration of the applicable delay period.

WithholdingTaxes The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement ofRestricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&ECorporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&ECorporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates,including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California StateDisability Insurance tax ("Withholding Taxes"). If the withheld shares were not sufficient to satisfy your minimum WithholdingTaxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of theWithholding Taxes that is not satisfied by the withholding of shares described above .

LeavesofAbsence For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&ECorporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to activeemployment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disabilitybenefits, you will be considered to have voluntarily terminated your employment. See above under "Voluntary Termination." Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of suchleave is not guaranteed by statute or contract, then you will be deemed to have had a "separation from service" for purposes ofany Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is dueto a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuousperiod of at least six (6) months and such impairment causes you to be unable to perform the duties of your position ofemployment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment andwhen your employment terminates for all purposes under this Agreement.

VotingandOtherRights You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (as

evidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).

NoRetentionRights This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Exceptas otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate youremployment at any time and for any reason.

RecoupmentofAwards Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporationfrom time to time.

ApplicableLaw This Agreement will be interpreted and enforced under the laws of the State of California.

2 "Retirement –I" provisions apply to any recipients who are in a director level or higher position on the Date of Grant and who received an LTIP award prior to2017.

3 "Retirement – II" provisions apply to all other recipients.

EXHIBIT10.02


PERFORMANCESHAREAWARD–TSR

PG&ECORPORATION, a California corporation, hereby grants Performance Shares to the Recipient named below. The Performance Shareshave been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP"). The terms and conditions of the Performance Shares areset forth in this cover sheet and the attached Performance Share Agreement (the "Agreement").




Number of Performance Shares: <shares_awarded>


Byacceptingthisaward,youagreetoallofthetermsandconditionsdescribedintheattachedAgreement.YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandthePerformanceSharesdatedMarch1,2017.

If,foranyreason,youwishtonotacceptthisaward,pleasenotifyPG&ECorporationinwritingwithin30calendardaysofthe date of this award at ATTN: LTIP Administrator, Pacific Gas and Electric Company, 245 Market Street, N2T, SanFrancisco,94105

Attachment



PERFORMANCESHAREAGREEMENT-TSR

TheLTIPandOtherAgreements

This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Performance Shares,subject to the terms of the LTIP. Any prior agreements, commitments or negotiations are superseded. In the event of any conflictor inconsistency between the provisions of this Agreement and the LTIP, the LTIP will govern. Capitalized terms that are notdefined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreement and thePG&E Corporation 2012 Officer Severance Policy, this Agreement will govern. The LTIP provides the Committee with discretionto adjust the performance award formula. For purposes of this Agreement, employment with PG&E Corporation means employment with any member of the ParticipatingCompany Group.

GrantofPerformanceShares

PG&E Corporation grants you the number of Performance Shares shown on the cover sheet of this Agreement (the "PerformanceShares"). The Performance Shares are subject to the terms and conditions of this Agreement and the LTIP.

VestingofPerformanceShares SettlementinShares/PerformanceGoals

As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, theCommittee's certification of the extent to which performance goals have been attained for this award, which certification will occuron or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the"Vesting Date"). Except as described below, all Performance Shares that have not vested will be cancelled upon termination ofyour employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of WithholdingTaxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vestedPerformance Shares by the "rounded payout percentage" determined as follows (except as set forth elsewhere in this Agreement),rounded to the nearest whole number:

Upon the Vesting Date, PG&E Corporation's total shareholder return ("TSR") will be compared to the TSR of the fourteen othercompanies in PG&E Corporation's comparator group 2 1 for the prior three calendar years, consisting of 2017, 2018, and 2019 (the"Performance Period"). 3 Subject to rounding considerations, if PG&E Corporation's TSR falls below the 25 th percentile of thecomparator group the payout percentage will be 0%; if PG&E Corporation's TSR is at the 25 th percentile, the payout percentagewill be 25%; if PG&E Corporation's TSR is at the 60 th percentile, the payout percentage will be 100%; and if PG&E Corporation'sTSR is in the 90 th percentile or higher, the payout percentage will be 200%. If PG&E Corporation's TSR performance is betweenthe 25 th percentile and the target, or between the target and the 90 th percentile, the rounded payout percentage is determined bystraight-line interpolation between the performance percentile associated with each comparator rank and between the roundedpayouts associated with each performance percentile (including the 25 th , 60 th , and 90 th percentiles) as shown in above table,rounded down to the nearest whole number. The following table sets forth the rounded payout percentages for the TSR rankingsthat could be achieved by companies within the comparator group:

NumberofCompaniesinTotal(excludingPG&ECorporation)-14

PerformanceRoundedRankPercentilePayout

1100%200%293%200%90%200%386%186%479%162%571%138%664%114%60%100%757%94%850%79%943%63%1036%48%1129%33%25%25%1221%0%1314%0%147%0%

The payout percentage, if any, will be determined as soon as practicable following the date that the Committee (or a subcommitteeof that Committee) or an equivalent body certifies the extent to which performance goals have been attained, pursuant to Section10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than theVesting Date, and not later than March 15 of the calendar year following completion of the Performance Period.

Dividends For each time that PG&E Corporation declares a dividend on its shares of common stock during the period commencing March 1,2017 and ending upon settlement of any vested Performance Shares granted to you by this Agreement, an amount equal to thedividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If youreceive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cashpayment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payoutpercentage used to determine the number of shares you are entitled to receive, if any.

VoluntaryTermination If you terminate your employment with PG&E Corporation voluntarily before the Vesting Date (other than for Retirement), all ofthe Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to yourPerformance Shares will be forfeited.

TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, allof the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to yourPerformance Shares will be forfeited. In general, termination for "cause" means termination of employment because of dishonesty,a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For theavoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause.

TerminationotherthanforCause

If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement before theVesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during thePerformance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited,unless your termination of employment was in connection with a Change in Control as provided below. Your vested PerformanceShares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year followingcompletion of the Performance Period, based on the same payout percentage applied to active employees. At that time you alsowill receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to yourvested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.

Retirement-I4 If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment hadcontinued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period based on the same payout percentage applicable to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date ofRetirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination ofyour employment.

Retirement-II5 If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on thenumber of months during the Performance Period that you were employed (rounded down) divided by the number of months in thePerformance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrueddividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Dateand no later than March 15 of the year following completion of the Performance Period, based on the same payout percentageapplied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accruedover the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used todetermine the number of shares you are entitled to receive, if any. Your termination of employment will be considered aRetirement if you are age 55 or older on the date of Retirement and if you were employed by PG&E Corporation for at least eightconsecutive years ending on the date of termination of your employment.

Death/Disability If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares will vestimmediately and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applied to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.


If your employment is terminated (other than for cause, your voluntary termination, or Retirement) (1) by reason of a divestiture orchange in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in such subsidiary no longerqualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, as amended, or (2) coincidentwith the sale of all or substantially all of the assets of a subsidiary of PG&E Corporation, then your outstanding Performance Shareswill vest and be settled in the same manner as for a "Termination other than for Cause" described above.

ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement. If the Acquiror assumes or continues PG&E Corporation's rights and obligations under this Agreement or substitutes a substantiallyequivalent award, TSR will be calculated by combining (a) the TSR of PG&E Corporation for the period from January 1 of the yearof grant to the date of the Change in Control, and (b) the TSR of the Acquiror from the date of the Change in Control to the last dayof the Performance Period. The number of shares, if any, you are entitled to receive upon settlement of the assumed, continued or

substituted Performance Share award will be determined based on the rounded payout percentage reflected in the table set forthabove for the highest percentile TSR performance met or exceeded when calculated on that basis, and considering any adjustmentsto the comparator group. Settlement will occur as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period. At that time you also will receive a cash payment, if any, equal to the amount ofdividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same payout percentageused to determine the number of shares you are entitled to receive, if any. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither assumed nor continuedby the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of theChange in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original VestingDate and no later than March 15 of the year following completion of the Performance Period. The payout percentage, if any, willbe based on TSR for the period from January 1 of the year of grant to the date of the Change in Control compared to the TSR of theother companies in PG&E Corporation's comparator group for the same period. At that time you also will receive a cash payment, ifany, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Controlmultiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any.


If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within twoyears following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest uponfailure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of youremployment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within threemonths before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and becomenonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Sharesthrough the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later thanMarch 15 of the year following completion of the Performance Period, based on the same payout percentage applied to activeemployees (determined consistent with the method described above under "Change in Control"). At that time you also will receive acash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vestedPerformance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, ifany. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection witha Change in Control.

WithholdingTaxes The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement of yourPerformance Shares will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&ECorporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&ECorporation in connection with the Performance Shares determined using the applicable minimum statutory withholding rates,including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California State DisabilityInsurance tax ("Withholding Taxes"). If the withheld shares were not sufficient to satisfy your minimum Withholding Taxes, youwill be required to pay, as soon as practicable, including through additional payroll withholding, any amount of the WithholdingTaxes that is not satisfied by the withholding of shares described above .

LeavesofAbsence For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&ECorporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to activeemployment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disabilitybenefits, you will be considered to have voluntarily terminated your employment. See above under "Voluntary Termination." PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment and whenyour employment terminates for all purposes under this Agreement.

NoRetentionRights This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Except asotherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate your employment atany time and for any reason.

RecoupmentofAwards Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by the Corporationfrom time to time


1 The current Performance Comparator Group consists of the following companies: Ameren Corporation, American Electric Power, CMS Energy, ConsolidatedEdison, Inc., DTE Energy, Duke Energy, Edison International, Eversource Energy, NiSource, Inc., Pinnacle West Capital, SCANA Corporation, SouthernCompany, WEC Energy Group, Inc., and Xcel Energy, Inc. PG&E Corporation reserves the right to change the companies comprising the comparator groupand the resulting payout percentage table in accordance with the rules established by PG&E Corporation in connection with this award.

3 PG&E Corporation's TSR performance is measured by the value of stock price appreciation and dividends paid and reinvested, relative to companies in the

Performance Comparator Group. For these purposes, average share price will be measured by comparing the average per share closing price of PG&ECorporation common stock during the 20 trading days before the beginning and the end of the Performance Period.

4 "Retirement –I" provisions apply to recipients who are in a director level or higher position on the Date of Grant and who received an LTIP award prior to2017.

5 "Retirement – II" provisions apply to all other receipients.

EXHIBIT10.03


PERFORMANCESHAREAWARD–SAFETYANDFINANCIAL





Number of Performance Shares: <shares_awarded>


Byacceptingthisaward,youagreetoallofthetermsandconditionsdescribedintheattachedAgreement.YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandthePerformanceSharesdatedMarch1,2017.


Attachment



PERFORMANCESHAREAGREEMENTSAFETYANDFINANCIAL





VestingofPerformanceShares SettlementinShares/PerformanceGoals

As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, theCommittee's certification of the extent to which performance goals have been attained for this award, which certification will occuron or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the"Vesting Date"). Except as described below, all Performance Shares that have not vested will be cancelled upon termination ofyour employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of WithholdingTaxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vestedPerformance Shares by the "payout percentage" determined as follows (except as set forth elsewhere in this Agreement), rounded tothe nearest whole number:

Fifty percent of the Performance Shares have a safety performance goal and resulting safety payout percentage, and the other fiftypercent of the Performance Shares have a financial performance goal and resulting financial payout percentage. Subject torounding considerations, in each case, if performance is below threshold, the payout percentage will be 0%; if performance is atthreshold, the payout percentage will be 25%; if performance is at target, the payout percentage will be 100%; and if performance isat or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between thresholdand maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or targetand maximum, as appropriate.The measures and goals are discussed in more detail below:

Safety - At the end of 2019, the Serious Injuries and Fatalities (SIF) Corrective Action measure will be measured as thenumber of repeat SIF actual or potential injury or near hit events per 200,000 hours worked during the three-yearperformance period including 2017, 2018, and 2019 ("Performance Period"). The measure will only be applied to hoursworked in groups with SIF assessments teams in existence for at least one year, but will include any SIF actual eventsfrom any line of business. Threshold performance is 0.331, target performance is 0.313, and maximum performance is0.295. Financial - PG&E Corporation's financial performance during each of 2017, 2018, and 2019 will be measured bycomparing reported earnings from operations (EFO) per share for each year to the target approved by the CompensationCommittee in February of each year. Final results will be calculated as the average of the result for each of 2017, 2018,and 2019. Threshold performance is 95 percent of target, and maximum performance is 105 percent of target.

The final payout percentages, if any, will be determined as soon as practicable following the date that the Committee (or asubcommittee of that Committee) or an equivalent body certifies the extent to which the performance goals have been attained,pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, butno earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period.

Dividends For each time that PG&E Corporation declares a dividend on its shares of common stock during the period commencing March 1,2017 and ending upon settlement of any vested Performance shares granted to you by this Agreement, an amount equal to thedividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If youreceive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cashpayment equal to the amount of any dividends accrued with respect to your Performance Shares multiplied by the same payoutpercentage used to determine the number of shares you are entitled to receive, if any.


TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, allof the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to yourPerformance Shares will be forfeited. In general, termination for "cause" means termination of employment because of dishonesty,

a criminal offense, or violation of a work rule, and will be determined by and in the sole discretion of PG&E Corporation. For theavoidance of doubt, you will not be eligible to retire if your employment is being or is terminated for cause.


If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause or Retirement before theVesting Date, a portion of your outstanding Performance Shares will vest proportionally based on the number of months during thePerformance Period that you were employed (rounded down) divided by the number of months in the Performance Period (36months). All other outstanding Performance Shares will be cancelled, and any associated accrued dividends will be forfeited,unless your termination of employment was in connection with a Change in Control as provided below. Your vested PerformanceShares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the year followingcompletion of the Performance Period, based on the same payout percentage applied to active employees. At that time you alsowill receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to yourvested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.

Retirement-I2 If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment hadcontinued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applicable to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date ofRetirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination ofyour employment.

Retirement-II3 If you retire before the Vesting Date, a portion of your outstanding Performance Shares will vest proportionally based on thenumber of months during the Performance Period that you were employed (rounded down) divided by the number of months in thePerformance Period (36 months). All other outstanding Performance Shares will be cancelled, and any associated accrueddividends will be forfeited. Your vested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Dateand no later than March 15 of the year following completion of the Performance Period, based on the same payout percentageapplied to active employees. At that time you also will receive a cash payment, if any, equal to the amount of dividends accruedover the Performance Period with respect to your vested Performance Shares multiplied by the same payout percentage used todetermine the number of shares you are entitled to receive, if any. Your termination of employment will be considered aRetirement if you are age 55 or older on the date of Retirement and if you were employed by PG&E Corporation for at least eightconsecutive years ending on the date of termination of your employment.

Death/Disability If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares willimmediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applied to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.



ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement. If the Acquiror assumes or continues PG&E Corporation's rights and obligations under this Agreement or substitutes a substantiallyequivalent award, Performance Shares will vest on the Vesting Date, and performance will be deemed to have been achieved attarget, resulting in a payout percentage of 100%. Settlement will occur as soon as practicable after the Vesting Date and no laterthan March 15 of the year following completion of the Performance Period. At that time you also will receive a cash payment, ifany, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied bya payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither assumed nor continuedby the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of theChange in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original VestingDate and no later than March 15 of the year following completion of the Performance Period. Performance will be deemed to havebeen achieved at target and the payout percentage will be 100%. At that time you also will receive a cash payment, if any, equal tothe amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by apayout percentage of 100%.

TerminationInConnectionwithaChange

If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within twoyears following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest upon

inControl failure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of youremployment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within threemonths before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and becomenonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Sharesthrough the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date but no later thanMarch 15 of the year following completion of the Performance Period, based on the same payout percentage applied to activeemployees (which in this case will be deemed to be at target, consistent with the "Change in Control" section, above). At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitledto receive, if any. PG&E Corporation has the sole discretion to determine whether termination of your employment was made inconnection with a Change in Control.






2 "Retirement –I" provisions apply to recipients who are in a director level or higher position on the Date of Grant and who received an LTIP award prior to2017.

3 "Retirement – II" provisions apply to all other recipients.

EXHIBIT10.04


RESTRICTEDSTOCKUNITAWARD

PG&ECORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below. The Restricted StockUnits have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP"). The terms and conditions of the Restricted StockUnits are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the "Agreement").


Name of Recipient: ANTHONY F. EARLEY, JR.

Recipient's Participant ID: XXXXXXXXX

Number of Restricted Stock Units: 17,874

Byacceptingthisaward,youagreetoall ofthetermsandconditionsdescribedintheattachedAgreement. YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandtheRestrictedStockUnitsdatedMarch1,2017,andanysupplementstothatprospectus.


Attachment



TheLTIPandOtherAgreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units,subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of anyconflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP will govern. Capitalized terms thatare not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions of this Agreementand the PG&E Corporation 2012 Officer Severance Policy, this Agreement will govern. For purposes of this Agreement,employment with PG&E Corporation means employment with any member of the Participating Company Group.


VestingofRestrictedStockUnits As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject to thisAgreement, as shown on the cover sheet, will vest in accordance with the below vesting schedule (the "Normal VestingSchedule"). March 1, 2018 – one-third of the Restricted Stock Units March 1, 2019 – one-third of the Restricted Stock Units March 2, 2020 – one third of the Restricted Stock Units The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A. Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination of youremployment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon the occurrence ofcertain events.

Dividends Restricted Stock Units will accrue Dividend Equivalents corresponding to each time cash dividends are paid with respect toPG&E Corporation common stock having a record date between March 1, 2017 and the date on which the Restricted StockUnits are settled. Such Dividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlyingRestricted Stock Units.

Settlement Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject to thesatisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable after theRestricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after theapplicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of your outstandingvested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon as practicable after (but notlater than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under Code Section 409A), (2) death, or(3) "separation from service," within the meaning of Code Section 409A within 2 years following a Change in Control.

VoluntaryTermination In the event of your voluntary termination (other than Retirement), all unvested Restricted Stock Units will be cancelled on thedate of termination.

Retirement In the event of your Retirement, unvested Restricted Stock Units will continue to vest and be settled pursuant to the NormalVesting Schedule (without regard to the requirement that you be employed), subject to the earlier settlement provisions of thisAgreement; provided, however that in the event of your Retirement within 2 years following a Change in Control, all of yourRestricted Stock Units will vest and be settled as soon as practicable after (but not later than sixty (60) days after) the date ofsuch Retirement. Your termination of employment will be considered Retirement if you are both age 55 or older on the date ofretirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of terminationof your employment.

TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvested RestrictedStock Units will be cancelled on the date of termination. For the avoidance of doubt, you will not be eligible to retire if youremployment is being or is terminated for cause. For these purposes, "cause" means when PG&E Corporation, acting in good faith based upon information then known to it,determines that you have engaged in, committed, or are responsible for, (1) serious misconduct, gross negligence, theft, or fraudagainst PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct inviolation of PG&E Corporation's equal employment opportunity policy; (4) conduct which reflects adversely upon, or makingany remarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries;(5) insubordination; (6) any willful act that is likely to have the effect of injuring the reputation, business, or businessrelationships of PG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any dutyof loyalty.

TerminationotherthanforCauseUpon your termination (other than termination for cause, voluntary termination, Retirement, termination due to death orDisability, or termination in connection with a Change in Control) additional Restricted Stock Units will continue to vest (as ifyou continued to be employed by PG&E Corporation) such that the total number of vested Restricted Stock Units (includingRestricted Stock Units, if any, that vested prior to the date of termination) will be equal to the greater of (1) the actual number of

vested Restricted Stock Units or (2) the number determined by multiplying the total number of Restricted Stock Units subject tothis Agreement by the number of your days of service with PG&E Corporation in the Normal Vesting Schedule (through thedate of termination), divided by the potential number of days of service in the Normal Vesting Schedule. All other unvestedRestricted Stock Units will be cancelled upon such termination. Vested Restricted Stock Units will continue to be settled andpaid on the same time schedule and at the rate that would be normally applicable (absent your termination of employment) untilthe pro-rated amount (if any) is exhausted.

Death/Disability In the event of your death or Disability while you are employed, all of your Restricted Stock Units will vest and be settled assoon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occursfollowing the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof, thenall of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during any continuedvesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) the date of yourdeath or Disability.


If your employment is terminated (other than for cause, your voluntary termination, or your Retirement) (1) by reason of adivestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in suchsubsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, asamended (the "Code"), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&ECorporation, then your Restricted Stock Units will vest and be settled in the same manner as for a "Termination other than forCause" described above.

ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Restricted StockUnits subject to this Agreement. If the Restricted Stock Units are neither assumed nor continued by the Acquiror or if the Acquiror does not provide asubstantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Units will vestimmediately preceding and contingent on, the Change in Control and be settled in accordance with the Normal VestingSchedule, subject to the earlier settlement provisions of this Agreement.


If you separate from service (other than termination for cause, your voluntary termination, or your Retirement) in connectionwith a Change in Control within three months before the Change in Control occurs, all of your outstanding Restricted StockUnits (including Restricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period)will vest on the date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (withoutregard to the requirement that you be employed) subject to the earlier settlement provisions of this Agreement. In the event of such a separation in connection with a Change in Control within two years following the Change in Control, yourRestricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assume orcontinue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not later thansixty (60) days after) the date of such separation. PG&E Corporation has the sole discretion to determine whether termination ofyour employment was made in connection with a Change in Control

Delay PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply with Section409A(a)(2)(B)(i) of the Code (relating to payments made to certain "key employees" of certain publicly-traded companies); insuch event, any shares of common stock to which you would otherwise be entitled during the six (6) month period following thedate of your "separation from service" under Section 409A (or shorter period ending on the date of your death following suchseparation) will instead be issued on the first business day following the expiration of the applicable delay period.

WithholdingTaxes The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement ofRestricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined by PG&ECorporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld by PG&ECorporation in connection with the Restricted Stock Units determined using the applicable minimum statutory withholding rates,including social security and Medicare taxes due under the Federal Insurance Contributions Act and the California StateDisability Insurance tax ("Withholding Taxes"). If the withheld shares were not sufficient to satisfy your minimum WithholdingTaxes, you will be required to pay, as soon as practicable, including through additional payroll withholding, any amount of theWithholding Taxes that is not satisfied by the withholding of shares described above .

LeavesofAbsence For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient of PG&ECorporation sponsored disability benefits, you will continue to be considered as employed. If you do not return to activeemployment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsored disabilitybenefits, you will be considered to have voluntarily terminated your employment. See above under "Voluntary Termination." Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration of suchleave is not guaranteed by statute or contract, then you will be deemed to have had a "separation from service" for purposes ofany Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave of absence is dueto a medically determinable physical or mental impairment that can be expected to result in death or to last for a continuousperiod of at least six (6) months and such impairment causes you to be unable to perform the duties of your position ofemployment or any substantially similar position of employment, the six (6) month period in the prior sentence will be twenty-nine (29) months.

PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employment andwhen your employment terminates for all purposes under this Agreement.

VotingandOtherRights You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (asevidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).

NoRetentionRights This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation. Exceptas otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminate youremployment at any time and for any reason.



EXHIBIT10.05


PERFORMANCESHAREAWARD-TSR





Number of Performance Shares: 18,897

Byacceptingthisaward,youagreetoallofthetermsandconditionsdescribedintheattachedAgreement.YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandthePerformanceSharesdatedMarch1,2017,andanysupplementstothatProspectus.


Attachment


PERFORMANCESHAREAGREEMENT-TSR





VestingofPerformanceShares

As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, theCommittee's certification of the extent to which performance goals have been attained for this award, which certification will occuron or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the"Vesting Date"). Except as described below, all Performance Shares that have not vested will be cancelled upon termination ofyour employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of WithholdingTaxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vestedPerformance Shares by the "rounded payout percentage" determined as follows (except as set forth elsewhere in this Agreement),rounded to the nearest whole number:

SettlementinShares/PerformanceGoals

Upon the Vesting Date, PG&E Corporation's total shareholder return ("TSR") will be compared to the TSR of the fourteen othercompanies in PG&E Corporation's comparator group 1 1 for the prior three calendar years, consisting of 2017, 2018, and 2019 (the"Performance Period"). 2 Subject to rounding considerations, if PG&E Corporation's TSR falls below the 25 th percentile of thecomparator group the payout percentage will be 0%; if PG&E Corporation's TSR is at the 25 th percentile, the payout percentagewill be 25%; if PG&E Corporation's TSR is at the 60 th percentile, the payout percentage will be 100%; and if PG&E Corporation'sTSR is in the 90 th percentile or higher, the payout percentage will be 200%. If PG&E Corporation's TSR performance is betweenthe 25 th percentile and the target, or between the target and the 90 th percentile, the rounded payout percentage is determined bystraight-line interpolation between the performance percentile associated with each comparator rank and between the roundedpayouts associated with each performance percentile (including the 25 th , 60 th , and 90 th percentiles) as shown in above table,rounded down to the nearest whole number. The following table sets forth the rounded payout percentages for the TSR rankingsthat could be achieved by companies within the comparator group:

NumberofCompaniesinTotal(ExcludingPG&ECorporation)-14

PerformanceRoundedRankPercentilePayout

1100%200%293%200%90%200%386%186%479%162%571%138%664%114%60%100%757%94%850%79%943%63%1036%48%1129%33%25%25%1221%0%1314%0%147%0%

The payout percentage, if any, will be determined as soon as practicable following the date that the Committee (or a subcommitteeof that Committee) or an equivalent body certifies the extent to which performance goals have been attained, pursuant to Section10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, but no earlier than theVesting Date, and not later than March 15 of the calendar year following completion of the Performance Period.

Dividends For each time that PG&E Corporation declares a dividend on its shares of common stock during the period commencing March 1,2017 and ending upon settlement of any vested Performance Shares granted to you by this Agreement, an amount equal to thedividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If youreceive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cashpayment equal to the amount of any dividends accrued with respect to your Performance Shares over the Performance Periodmultiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any.


TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, allof the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to yourPerformance Shares will be forfeited. For the avoidance of doubt, you will not be eligible to retire if your employment is being oris terminated for cause. For these purposes, "cause" means when PG&E Corporation, acting in good faith based upon information then known to it,determines that you have engaged in, committed, or are responsible for, (1) serious misconduct, gross negligence, theft, or fraudagainst PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct inviolation of PG&E Corporation's equal employment opportunity policy; (4) conduct which reflects adversely upon, or making anyremarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5)insubordination; (6) any willful act that is likely to have the effect of injuring the reputation, business, or business relationships ofPG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty.


Upon your termination (other than termination for cause, voluntary termination, Retirement, termination due to death or Disability,or termination in connection with a Change in Control) the number of vested Performance Shares will equal the number ofPerformance Shares subject to this Agreement, multiplied by the number of your days of service with PG&E Corporation in thevesting period (through the date of termination), divided by the potential number of days of service in the vesting period. All otheroutstanding Performance Shares will be cancelled, and any associated accrued dividends forfeited, upon such termination. Yourvested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of theyear following completion of the Performance Period, based on the same payout percentage applied to active employees. At thattime you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period withrespect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares youare entitled to receive, if any.

Retirement If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment hadcontinued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applicable to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date ofretirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination ofyour employment.

Death/Disability If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares will vestimmediately and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period based on the same payout percentage applied to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.



ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement. If the Acquiror assumes or continues PG&E Corporation's rights and obligations under this Agreement or substitutes a substantiallyequivalent award, TSR will be calculated by combining (a) the TSR of PG&E Corporation for the period from January 1 of the yearof grant to the date of the Change in Control, and (b) the TSR of the Acquiror from the date of the Change in Control to the last dayof the Performance Period. The number of shares, if any, you are entitled to receive upon settlement of the assumed, continued orsubstituted Performance Share award will be determined based on the rounded payout percentage reflected in the table set forthabove for the highest percentile TSR performance met or exceeded when calculated on that basis, and considering any adjustmentsto the comparator group. Settlement will occur as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period. At that time you also will receive a cash payment, if any, equal to the amount of

dividends accrued with respect to your Performance Shares over the Performance Period multiplied by the same payout percentageused to determine the number of shares you are entitled to receive, if any. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither assumed nor continuedby the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of theChange in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original VestingDate and no later than March 15 of the year following completion of the Performance Period. The payout percentage, if any, willbe based on TSR for the period from January 1 of the year of grant to the date of the Change in Control compared to the TSR of theother companies in PG&E Corporation's comparator group for the same period. At that time you also will receive a cash payment, ifany, equal to the amount of dividends accrued with respect to your Performance Shares to the date of the Change in Controlmultiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any.


If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within twoyears following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest uponfailure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of youremployment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within threemonths before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and becomenonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Sharesthrough the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date and no later thanMarch 15 of the year following completion of the Performance Period, based on the same payout percentage applied to activeemployees (determined consistent with the method decribed above under "Change in Control"). At that time you also will receive acash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect to your vestedPerformance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled to receive, ifany. PG&E Corporation has the sole discretion to determine whether termination of your employment was made in connection witha Change in Control.






1 The current Performance Comparator Group consists of the following companies: Ameren Corporation, American Electric Power, CMS Energy, ConsolidatedEdison, Inc., DTE Energy, Duke Energy, Edison International, Eversource Energy, NiSource, Inc., Pinnacle West Capital, SCANA Corporation, SouthernCompany, WEC Energy Group, Inc., and Xcel Energy, Inc. PG&E Corporation reserves the right to change the companies comprising the comparator groupand the resulting payout percentage table in accordance with the rules established by PG&E Corporation in connection with this award.

2 PG&E Corporation's TSR performance is measured by the value of stock price appreciation and dividends paid and reinvested, relative to companies in thePerformance Comparator Group. For these purposes, average share price will be measured by comparing the average per share closing price of PG&ECorporation common stock during the 20 trading days before the beginning and the end of the Performance Period.

EXHIBIT10.06


PERFORMANCESHAREAWARD–SAFETYANDFINANCIAL





Number of Performance Shares: 4,469

Byacceptingthisaward,youagreetoallofthetermsandconditionsdescribedintheattachedAgreement.YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandthePerformanceSharesdatedMarch1,2017,andanysupplementstothatProspectus.


Attachment


PERFORMANCESHAREAGREEMENTSAFETYANDFINANCIAL





VestingofPerformanceShares

As long as you remain employed with PG&E Corporation, the Performance Shares will vest upon, and to the extent of, theCommittee's certification of the extent to which performance goals have been attained for this award, which certification will occuron or after January 1 but before March 15 of the third year following the calendar year of grant specified in the cover sheet (the"Vesting Date"). Except as described below, all Performance Shares that have not vested will be cancelled upon termination ofyour employment. Vested Performance Shares will be settled in shares of PG&E Corporation common stock, subject to the satisfaction of WithholdingTaxes, as described below. The number of shares you are entitled to receive will be calculated by multiplying the number of vestedPerformance Shares by the "payout percentage" determined as follows (except as set forth elsewhere in this Agreement), rounded tothe nearest whole number:

SettlementinShares/PerformanceGoals

Fifty percent of the Performance Shares have a safety performance goal and resulting safety payout percentage, and the other fiftypercent of the Performance Shares have a financial performance goal and resulting financial payout percentage. Subject torounding considerations, in each case, if performance is below threshold, the payout percentage will be 0%; if performance is atthreshold, the payout percentage will be 25%; if performance is at target, the payout percentage will be 100%; and if performance isat or better than maximum, the payout percentage will be 200%. The actual payout percentage for performance between thresholdand maximum will be determined based on linear interpolation between the payout percentages for threshold and target, or targetand maximum, as appropriate.The measures and goals are discussed in more detail below:

Safety - At the end of 2019, the Serious Injuries and Fatalities (SIF) Corrective Action measure will be measured as thenumber of repeat SIF actual or potential injury or near hit events per 200,000 hours worked during the three-yearperformance period including 2017, 2018 and 2019 ("Performance Period"). The measure will only be applied to hoursworked in groups with SIF assessment teams in existence for at least one year, but will include any SIF actual events fromany line of business. Threshold performance is 0.331, target performance is 0.313, and maximum performance is 0.295. Financial - PG&E Corporation's financial performance during each of 2017, 2018, and 2019 will be measured bycomparing reported earnings from operations (EFO) per share for each year to the target approved by the CompensationCommittee in February of each year. Final results will be calculated as the average of the result for each of 2017, 2018,and 2019. Threshold performance is 95 percent of target, and maximum performance is 105 percent of target.

The final payout percentages, if any, will be determined as soon as practicable following the date that the Committee (or asubcommittee of that Committee) or an equivalent body certifies the extent to which the performance goals have been attained,pursuant to Section 10.5(a) of the LTIP. PG&E Corporation will issue shares as soon as practicable after such determination, butno earlier than the Vesting Date, and not later than March 15 of the calendar year following completion of the Performance Period.

Dividends For each time that PG&E Corporation declares a dividend on its shares of common stock during the period commencing March 1,2017 and ending upon settlement of any vested Performance Shares granted to you by this Agreement, an amount equal to thedividend multiplied by the number of Performance Shares granted to you by this Agreement will be accrued on your behalf. If youreceive a Performance Share settlement in accordance with the preceding paragraph, at that same time you also will receive a cashpayment equal to the amount of any dividends accrued with respect to your Performance Shares over the Performance Periodmultiplied by the same payout percentage used to determine the number of shares you are entitled to receive, if any.


TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause before the Vesting Date, allof the Performance Shares will be cancelled as of the date of such termination and any dividends accrued with respect to yourPerformance Shares will be forfeited. For the avoidance of doubt, you will not be eligible to retire if your employment is being or

is terminated for cause. For these purposes, "cause" means when PG&E Corporation, acting in good faith based upon information then known to it,determines that you have engaged in, committed, or are responsible for, (1) serious misconduct, gross negligence, theft, or fraudagainst PG&E Corporation and/or its affiliates, (2) refusal or unwillingness to perform your duties; (3) inappropriate conduct inviolation of PG&E Corporation's equal employment opportunity policy; (4) conduct which reflects adversely upon, or making anyremarks disparaging of, PG&E Corporation, its Board of Directors, Officers, or employees, or its affiliates or subsidiaries; (5)insubordination; (6) any willful act that is likely to have the effect of injuring the reputation, business, or business relationships ofPG&E Corporation or its subsidiaries or affiliates; (7) violation of any fiduciary duty; or (8) breach of any duty of loyalty.


Upon your termination (other than termination for cause, voluntary termination, Retirement, termination due to death or Disability,or termination in connection with a Change in Control) the number of vested Performance Shares will equal the number ofPerformance Shares subject to this Agreement, multiplied by the number of your days of service with PG&E Corporation in thevesting period (through the date of termination), divided by the potential number of days of service in the vesting period. All otheroutstanding Performance Shares will be cancelled, and associated accrued dividends will be forfeited, upon such termination. Yourvested Performance Shares will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of theyear following completion of the Performance Period, based on the same payout percentage applied to active employees. At thattime you also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period withrespect to your vested Performance Shares multiplied by the same payout percentage used to determine the number of shares youare entitled to receive, if any.

Retirement If you retire before the Vesting Date, your outstanding Performance Shares will continue to vest as though your employment hadcontinued and will be settled, if at all, as soon as practicable following the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applicable to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any. Your termination of employment will be considered a Retirement if you are age 55 or older on the date ofretirement and if you were employed by PG&E Corporation for at least five consecutive years ending on the date of termination ofyour employment.

Death/Disability If your employment terminates due to your death or disability before the Vesting Date, all of your Performance Shares willimmediately vest and will be settled, if at all, as soon as practicable after the Vesting Date and no later than March 15 of the yearfollowing completion of the Performance Period, based on the same payout percentage applied to active employees. At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitled toreceive, if any.



ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entity orparent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&E Corporation'srights and obligations under this Agreement or provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement. If the Acquiror assumes or continues PG&E Corporation's rights and obligations under this Agreement or substitutes a substantiallyequivalent award, Performance Shares will vest on the Vesting Date and performance will be deemed to have been achieved attarget, resulting in a payout percentage of 100%. Settlement will occur as soon as practicable after the Vesting Date and no laterthan March 15 of the year following completion of the Performance Period. At that time you also will receive a cash payment, ifany, equal to the amount of dividends accrued with respect to your Performance Shares over the Performance Period multiplied bya payout percentage of 100%. If the Change in Control of PG&E Corporation occurs before the Vesting Date, and if this award is neither assumed nor continuedby the Acquiror or if the Acquiror does not provide a substantially equivalent award in substitution for the Performance Sharessubject to this Agreement, all of your outstanding Performance Shares will vest and become nonforfeitable on the date of theChange in Control. Such vested Performance Shares will be settled, if at all, as soon as practicable following the original VestingDate and no later than March 15 of the year following completion of the Performance Period. Performance will be deemed to havebeen achieved at target and the payout percentage will be 100%. At that time you also will receive a cash payment, if any, equal tothe amount of dividends accrued with respect to your Performance Shares to the date of the Change in Control multiplied by apayout percentage of 100%.


If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within twoyears following the Change in Control, all of your outstanding Performance Shares (to the extent they did not previously vest uponfailure of the Acquiror to assume or continue this award) will vest and become nonforfeitable on the date of termination of youremployment. If your employment is terminated by PG&E Corporation other than for cause in connection with a Change in Control within three

months before the Change in Control occurs, all of your outstanding Performance Shares will vest in full and becomenonforfeitable (including the portion that you would have otherwise forfeited based on the proration of vested Performance Sharesthrough the date of termination of your employment) as of the date of the Change in Control. Your vested Performance Shares will be settled, if at all, as soon as practicable following the original Vesting Date but no later thanMarch 15 of the year following completion of the Performance Period, based on the same payout percentage applied to activeemployees (which in this case will be deemed to be at target, consistent with the "Change in Control" section, above). At that timeyou also will receive a cash payment, if any, equal to the amount of dividends accrued over the Performance Period with respect toyour vested Performance Shares multiplied by the same payout percentage used to determine the number of shares you are entitledto receive, if any. PG&E Corporation has the sole discretion to determine whether termination of your employment was made inconnection with a Change in Control.






EXHIBIT10.07


RESTRICTEDSTOCKUNITAWARD–NON-EMPLOYEEDIRECTORS

PG&ECORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below. The Restricted StockUnits have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan (the "LTIP"). The terms and conditions of the Restricted Stock Units are setforth in this cover sheet and in the attached Restricted Stock Unit Agreement (the "Agreement").


Name of Recipient:

Award ID Number:

Number of Restricted Stock Units:

Byacceptingthisaward,youagreetoall ofthetermsandconditionsdescribedintheattachedAgreement. YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandtheMay30,2017EquityAwardsforNon-EmployeeDirectorsundertheLTIP,datedMay30,2017.

Attachment


RESTRICTEDSTOCKUNITAGREEMENTFORNON-EMPLOYEEDIRECTORS

TheLTIPandOtherAgreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Restricted Stock Units,subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event of anyconflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP will govern. Capitalized terms thatare not defined in this Agreement are defined in the LTIP.


VestingofRestrictedStockUnits In general, provided that you have not had a Separation from Service, your Restricted Stock Units will vest on the earlier of (i)the first anniversary of the Date of Grant shown on the cover sheet to this Agreement or (ii) the last day of the director's electedterm (the "Normal Vesting Date"). As set forth elsewhere in this Agreement, the Restricted Stock Units may vest earlier uponthe occurrence of certain events.

Dividends Your Restricted Stock Unit account will be credited quarterly on each dividend payment date with additional Restricted StockUnits (including fractions computed to three decimal places), determined by dividing (1) the amount of cash dividends paid onthe number of shares of PG&E Corporation common stock represented by the Restricted Stock Units previously credited to yourRestricted Stock Unit account by (2) the Fair Market Value of a share of PG&E Corporation common stock on the dividendpayment date. Such additional Restricted Stock Units will be subject to the same terms and conditions and will be settled in thesame manner and at the same time as the Restricted Stock Units covered by this Agreement.

Settlement Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock (a "Share"),rounded down to the nearest whole Share. PG&E Corporation will issue Shares in settlement of vested Restricted Stock Unitsupon the earliest of (1) the first anniversary of the Date of Grant (the "Normal Settlement Date"), (2) your Disability (as definedunder Section 409A of the Code), (3) your death, or (4) your Separation from Service following a Change in Control. However,if you previously made a timely, valid deferral election to receive Shares in settlement of vested Restricted Stock Units after theNormal Settlement Date (commencing in January of a year following the Normal Settlement Date), then settlement will beaccording to the terms of your election and the LTIP, unless settled earlier in a lump sum as set forth in the LTIP uponoccurrence of any of the events listed in sections (2) – (4) above. Further, if pursuant to any such deferral election you beginreceiving any annual installments, then upon the subsequent occurrence of any of the events listed in sections (2) – (4) above,any unpaid installments will be settled in a lump sum upon occurrence of the event, except to the extent that such accelerationwould result in taxation under Section 409A of the Code.

SeparationofService If you have a Separation from Service, whether voluntarily or involuntarily, before the Normal Vesting Date, all RestrictedStock Units subject to this Agreement that have not vested on account of your death, Disability (within the meaning of Section409A of the Code), or because you for any reason ceased to be on the Board (other than resignation) following a Change inControl will be automatically cancelled and forfeited; provided, however, that if you have a Separation from Service due to apending Disability determination, forfeiture will not occur until a finding that such Disability has not occurred.

Death/Disability In the event of your Disability (as defined in Section 409A of the Code) or death, all Restricted Stock Units credited to youraccount under this Agreement will immediately become fully vested and be settled in accordance with the settlement provisionsdescribed above.

ChangeinControl In the event you cease to be on the Board for any reason (other than resignation) following the occurrence of a Change inControl, all Restricted Stock Units credited to your account under this Agreement will immediately become fully vested and besettled in accordance with the settlement provisions described above.

Delay PG&E Corporation will delay the issuance of any Shares to the extent it is necessary to comply with Section 409A(a)(2)(B)(i) ofthe Code (relating to payments made to certain "key employees" of certain publicly traded companies); in such event, any Sharesto which you would otherwise be entitled during the six (6) month period following the date of your Separation from Service (orshorter period ending on the date of your death following such Separation from Service) will instead be issued on the firstbusiness day following the expiration of the applicable delay period.

WithholdingTaxes PG&E Corporation generally will not be required to withhold taxes on taxable income recognized by you upon settlement ofyour Restricted Stock Units. However, any taxes that are required to be withheld will be payable by you in cash, by check, orthrough deductions from your compensation. Also, the Board may, in its discretion and subject to such restrictions as the Boardmay impose, permit you to satisfy such tax withholding obligations by electing to have PG&E Corporation withhold otherwisedeliverable Shares having a fair market value equal to the amount that would be required to be withheld.

VotingandOtherRights You will not have voting rights with respect to the Restricted Stock Units until the date the underlying Shares are issued (asevidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).


EXHIBIT10.08


NON-ANNUALRESTRICTEDSTOCKUNITAWARD

PG&ECORPORATION, a California corporation, hereby grants Restricted Stock Units to the Recipient named below. The Restricted StockUnits have been granted under the PG&E Corporation 2014 Long-Term Incentive Plan, as amended (the "LTIP"). The terms and conditions of the RestrictedStock Units are set forth in this cover sheet and in the attached Restricted Stock Unit Agreement (the "Agreement").


Name of Recipient: Nickolas Stavropoulos

Recipient's Participant ID: XXXXXXXX

Number of Restricted Stock Units: 29,789

Byacceptingthisaward,youagreetoallofthetermsandconditionsdescribedintheattachedAgreement.YouandPG&ECorporationagreetoexecutesuchfurtherinstrumentsandtotakesuchfurtheractionasmayreasonablybenecessarytocarryouttheintentoftheattachedAgreement.Youarealsoacknowledgingreceiptofthisaward,theattachedAgreement,andacopyoftheprospectusdescribingtheLTIPandtheRestrictedStockUnitsdatedMarch1,2017.

If,foranyreason,youwishtonotacceptthisaward,pleasenotifyPG&ECorporationinwritingwithin30calendardaysofthedateofthisawardatATTN:LTIPAdministratoratPacificGasandElectricCompany,245MarketStreet,N2T,SanFrancisco,94105.

Attachment


TheLTIPandOtherAgreements This Agreement constitutes the entire understanding between you and PG&E Corporation regarding the Restricted StockUnits, subject to the terms of the LTIP. Any prior agreements, commitments, or negotiations are superseded. In the event ofany conflict or inconsistency between the provisions of this Agreement and the LTIP, the LTIP will govern. Capitalizedterms that are not defined in this Agreement are defined in the LTIP. In the event of any conflict between the provisions ofthis Agreement and the PG&E Corporation 2012 Officer Severance Policy, this Agreement will govern. For purposes ofthis Agreement, employment with PG&E Corporation means employment with any member of the Participating CompanyGroup.


VestingofRestrictedStockUnits As long as you remain employed with PG&E Corporation, the total number of Restricted Stock Units originally subject tothis Agreement, as shown above on the cover sheet, will vest in accordance with the below vesting schedule (the "NormalVesting Schedule")

29,789 on May 05, 2019 The amounts payable upon each vesting date are hereby designated separate payments for purposes of Code Section 409A.Except as described below, all Restricted Stock Units subject to this Agreement which have not vested upon termination ofyour employment will then be cancelled. As set forth below, the Restricted Stock Units may vest earlier upon theoccurrence of certain events.

Dividends Restricted Stock Units will accrue Dividend Equivalents in the event cash dividends are paid with respect to PG&ECorporation common stock having a record date prior to the date on which the Restricted Stock Units are settled. SuchDividend Equivalents will be converted into cash and paid, if at all, upon settlement of the underlying Restricted StockUnits.

Settlement Vested Restricted Stock Units will be settled in an equal number of shares of PG&E Corporation common stock, subject tothe satisfaction of Withholding Taxes, as described below. PG&E Corporation will issue shares as soon as practicable afterthe Restricted Stock Units vest in accordance with the Normal Vesting Schedule (but not later than sixty (60) days after theapplicable vesting date); provided, however, that such issuance will, if earlier, be made with respect to all of youroutstanding vested Restricted Stock Units (after giving effect to the vesting provisions described below) as soon aspracticable after (but not later than sixty (60) days after) the earliest to occur of your (1) Disability (as defined under CodeSection 409A), (2) death, or (3) "separation from service," within the meaning of Code Section 409A within 2 yearsfollowing a Change in Control.

VoluntaryTermination In the event of your voluntary termination, all unvested Restricted Stock Units will be cancelled on the date of termination.

TerminationforCause If your employment with PG&E Corporation is terminated at any time by PG&E Corporation for cause, all unvestedRestricted Stock Units will be cancelled on the date of termination. In general, termination for "cause" means termination ofemployment because of dishonesty, a criminal offense, or violation of a work rule, and will be determined by and in the solediscretion of PG&E Corporation.

TerminationotherthanforCause If your employment with PG&E Corporation is terminated by PG&E Corporation other than for cause, any unvestedRestricted Stock Units that would have vested within the 12 months following such termination had your employmentcontinued will continue to vest and be settled pursuant to the Normal Vesting Schedule (without regard to the requirementthat you be employed), subject to the earlier settlement provisions of this Agreement. All other unvested Restricted StockUnits will be cancelled unless your termination of employment was in connection with a Change in Control as providedbelow.

Death/Disability In the event of your death or Disability while you are employed, all of your Restricted Stock Units will vest and be settled assoon as practicable after (but not later than sixty (60) days after) the date of such event. If your death or Disability occursfollowing the termination of your employment and your Restricted Stock Units are then outstanding under the terms hereof,then all of your vested Restricted Stock Units plus any Restricted Stock Units that would have otherwise vested during anycontinued vesting period hereunder will be settled as soon as practicable after (but not later than sixty (60) days after) thedate of your death or Disability.


If your employment is terminated (other than termination for cause, your voluntary termination) (1) by reason of adivestiture or change in control of a subsidiary of PG&E Corporation, which divestiture or change in control results in suchsubsidiary no longer qualifying as a subsidiary corporation under Section 424(f) of the Internal Revenue Code of 1986, asamended (the "Code"), or (2) coincident with the sale of all or substantially all of the assets of a subsidiary of PG&ECorporation, then your Restricted Stock Units will vest and be settled in the same manner as for a "Termination other thanfor Cause" described above.

ChangeinControl In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business entityor parent thereof, as the case may be (the "Acquiror "), may, without your consent, either assume or continue PG&ECorporation's rights and obligations under this Agreement or provide a substantially equivalent award in substitution for theRestricted Stock Units subject to this Agreement. If the Restricted Stock Units are neither assumed nor continued by the Acquiror or if the Acquiror does not provide asubstantially equivalent award in substitution for the Restricted Stock Units, all of your unvested Restricted Stock Unitswill vest immediately preceding and contingent on, the Change in Control and be settled in accordance with the NormalVesting Schedule, subject to the earlier settlement provisions of this Agreement.


If you separate from service (other than termination for cause, your voluntary termination) in connection with a Change inControl within three months before the Change in Control occurs, all of your outstanding Restricted Stock Units (includingRestricted Stock Units that you would have otherwise forfeited after the end of the continued vesting period) will vest onthe date of the Change in Control and will be settled in accordance with the Normal Vesting Schedule (without regard tothe requirement that you be employed) subject to the earlier settlement provisions of this Agreement. In the event of such a separation in connection with a Change in Control within two years following the Change in Control,your Restricted Stock Units (to the extent they did not previously vest upon, for example, failure of the Acquiror to assumeor continue this award) will vest on the date of such separation and will be settled as soon as practicable after (but not laterthan sixty (60) days after) the date of such separation. PG&E Corporation has the sole discretion to determine whethertermination of your employment was made in connection with a Change in Control.

Delay PG&E Corporation will delay the issuance of any shares of common stock to the extent it is necessary to comply withSection 409A(a)(2)(B)(i) of the Code (relating to payments made to certain "key employees" of certain publicly-tradedcompanies); in such event, any shares of common stock to which you would otherwise be entitled during the six (6) monthperiod following the date of your "separation from service" under Section 409A (or shorter period ending on the date of yourdeath following such separation) will instead be issued on the first business day following the expiration of the applicabledelay period.

WithholdingTaxes The number of shares of PG&E Corporation common stock that you are otherwise entitled to receive upon settlement ofRestricted Stock Units will be reduced by a number of shares having an aggregate Fair Market Value, as determined byPG&E Corporation, equal to the amount of any Federal, state, or local taxes of any kind required by law to be withheld byPG&E Corporation in connection with the Restricted Stock Units determined using the applicable minimum statutorywithholding rates, including social security and Medicare taxes due under the Federal Insurance Contributions Act and theCalifornia State Disability Insurance tax ("Withholding Taxes"). If the withheld shares were not sufficient to satisfy yourminimum Withholding Taxes, you will be required to pay, as soon as practicable, including through additional payrollwithholding, any amount of the Withholding Taxes that is not satisfied by the withholding of shares described above.

LeavesofAbsence For purposes of this Agreement, if you are on an approved leave of absence from PG&E Corporation, or a recipient ofPG&E Corporation sponsored disability benefits, you will continue to be considered as employed. If you do not return toactive employment upon the expiration of your leave of absence or the expiration of your PG&E Corporation sponsoreddisability benefits, you will be considered to have voluntarily terminated your employment. See above under "VoluntaryTermination." Notwithstanding the foregoing, if the leave of absence exceeds six (6) months, and a return to service upon expiration ofsuch leave is not guaranteed by statute or contract, then you will be deemed to have had a "separation from service" forpurposes of any Restricted Stock Units that are settled hereunder upon such separation. To the extent an authorized leave ofabsence is due to a medically determinable physical or mental impairment that can be expected to result in death or to lastfor a continuous period of at least six (6) months and such impairment causes you to be unable to perform the duties of yourposition of employment or any substantially similar position of employment, the six (6) month period in the prior sentencewill be twenty-nine (29) months. PG&E Corporation reserves the right to determine which leaves of absence will be considered as continuing employmentand when your employment terminates for all purposes under this Agreement.

VotingandOtherRights You will not have voting rights with respect to the Restricted Stock Units until the date the underlying shares are issued (asevidenced by appropriate entry on the books of PG&E Corporation or its duly authorized transfer agent).

NoRetentionRights This Agreement is not an employment agreement and does not give you the right to be retained by PG&E Corporation.Except as otherwise provided in an applicable employment agreement, PG&E Corporation reserves the right to terminateyour employment at any time and for any reason.

RecoupmentofAwards Awards are subject to recoupment in accordance with any applicable law and any recoupment policy adopted by theCorporation from time to time.


EXHIBIT10.09

SEPARATIONAGREEMENT

January6,2017AmendedApril25,2017

This Separation Agreement ("Agreement") is made and entered into by and between Desmond Bell and Pacific Gas and Electric Company (the "Company"or "PG&E") (collectively the "Parties") and sets forth the terms and conditions of Mr. Bell's separation from employment with the Company. The "Effective Date"of this Agreement is defined in paragraph 18(a).

1. Resignation. Mr. Bell shall resign from his position as Senior Vice President, Safety and Shared Services of Pacific Gas and ElectricCompany on March 1, 2017 and remain an employee of PG&E through May 8, 2017 (for purposes of this Agreement, the "Date of Resignation" Shall be May 8,2017.) Mr. Bell shall have until May 3 7 [Handwritten change initialed by Mr. Bell], to accept this Agreement by submitting a signed copy to the Company. Regardless of whether Mr. Bell accepts this Agreement, on the Date of Resignation, he will be paid all salary or wages and vacation accrued, unpaid and owed tohim as of that date, he will remain entitled to any other benefits to which he is otherwise entitled under the provisions of the Company's plans and programs, and hewill receive notice of the right to continue his existing health-insurance coverage pursuant to COBRA.

The benefits set forth in paragraph 2 below are conditioned upon Mr. Bell's acceptance of this Agreement.

2. Separationbenefits. Even though Mr. Bell is not otherwise entitled to them, in consideration of his acceptance of this Agreement, theCompany will provide to Mr. Bell the following separation benefits:

a. Severancepayment. Under the terms of the PG&E Corporation Officer Severance Policy, Mr. Bell's severance payment amount is$658,440 (Six Hundred Fifty-Eight Thousand Four Hundred Forty Dollars.) Following his execution of this Agreement as set forth in paragraph 18(a) below and hisexecution of Exhibit A on or after his Date of Resignation, the Company will make the severance payment, less applicable withholdings and deductions, to Mr. Bell.

b. Stock. Upon the Date of Resignation, but conditioned on the occurrence of the Effective Date of this Agreement as set forth inparagraph 18(a) below and his execution of Exhibit A, with the exception of Mr. Bell's 2017 Long Term Incentive Plan ("LTIP") grant, all unvested restricted stockunit grants and performance share grants provided to Mr. Bell by PG&E shall continue to vest, terminate, or be canceled as provided in the applicable awardagreement. To compensate Mr. Bell for any unvested grants that are terminated or cancelled after this extended vesting period, Mr. Bell shall receive a 2017 LTIPgrant currently valued at $433,890. Upon termination Mr. Bell's 2017 LTIP grant will continue to vest as though as his Company employment had continued.

c. Careertransitionservices. For a maximum period of one year following the Date of Resignation, the Company will provide Mr.Bell with executive career transition services from Lee Hecht Harrison , with total payments to the firm not to exceed $12,000 (Twelve Thousand Dollars.). LeeHecht Harrison shall bill the Company directly for their services to Mr. Bell. Mr. Bell's entitlement to services under this Agreement will terminate when hebecomes employed, either by another employer or through self-employment other than consulting with the Company.

d. PaymentofCOBRApremium.In addition to the severance payment described in paragraph 2a, the Company will pay Mr. Bell the total amount of$184,451. (One Hundred Eighty-Four Thousand Four Hundred Fifty- One Dollars), which is an estimated value of his monthly COBRA premiums for the eighteen-month period (estimated at $42,451) commencing the first full month after the Date of Resignation and an in-lieu of PG&E retiree medical insurance benefitpayment (estimated at $142,000).

3. Defenseandindemnificationinthird-partyclaim.The Company and/or its affiliate, or subsidiary will provide Mr. Bell with legalrepresentation and indemnification protection in any legal proceeding in which he is a party or is threatened to be made a party by reason of the fact that he is or wasan employee or officer of the Company and/or its affiliate or subsidiary, in accordance with the terms of the resolution of the Board of Directors of PG&E dated July19, 1995, any subsequent PG&E policy or plan providing greater protection to Mr. Bell, or as otherwise required by law.

4. Cooperationwithlegalproceedings. Mr. Bell will, upon reasonable notice, furnish information and proper assistance to the Company and/orits affiliate or subsidiary (including truthful testimony and document production) as may reasonably be required by them or any of them in connection with anylegal, administrative or regulatory proceeding in which they or any of them is, or may become, a party, or in connection with any filing or similar obligation imposedby any taxing, administrative or regulatory authority having jurisdiction, provided, however, that the Company and/or its affiliate or subsidiary will pay allreasonable expenses incurred by Mr. Bell in complying with this paragraph.

5. Releaseofclaimsandcovenantnottosue.

a. In consideration of the separation benefits and other benefits the Company is providing under this Agreement, Mr. Bell, on behalf ofhimself and his representatives, agents, heirs and assigns, waives, releases, discharges and promises never to assert any and all claims, liabilities or obligations ofevery kind and nature, whether known or unknown, suspected or unsuspected that he ever had, now has or might have as of the Effective Date against the Companyor its predecessors, affiliates, subsidiaries, shareholders, owners, directors, officers, employees, agents, attorneys, successors, or assigns. These released claimsinclude, without limitation, any claims arising from or related to Mr. Bell's employment with the Company, or any of its affiliates and subsidiaries, and thetermination of that employment. These released claims also specifically include, but are not limited, any claims arising under any federal, state and local statutory orcommon law, such as (as amended and as applicable) Title VII of the Civil Rights Act, the Age Discrimination in Employment Act, the Americans With DisabilitiesAct, the Employee Retirement Income Security Act, the California Fair Employment and Housing Act, the California Labor Code, any other federal, state or locallaw governing the terms and conditions of employment or the termination of employment, and the law of contract and tort; and any claim for attorneys' fees.

b. Mr. Bell acknowledges that there may exist facts or claims in addition to or different from those which are now known or believed byhis to exist. Nonetheless, this Agreement extends to all claims of every nature and kind whatsoever, whether known or unknown, suspected or unsuspected, past or

present, and Mr. Bell specifically waives all rights under Section 1542 of the California Civil Code which provides that:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST INHIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN TO HIM OR HER MUST HAVEMATERIALLY AFFECTED HIS OR HIS SETTLEMENT WITH THE DEBTOR.

c. With respect to the claims released in the preceding paragraphs, Mr. Bell will not initiate or maintain any legal or administrativeaction or proceeding of any kind against the Company or its predecessors, affiliates, subsidiaries, shareholders, owners, directors, officers, employees, agents,attorneys, successors, or assigns, for the purpose of obtaining any personal relief, nor (except as otherwise required or permitted by law) assist or participate in anysuch proceedings, including any proceedings brought by any third parties.

6. Re-employment. Mr. Bell will not seek any future re-employment with the Company, or any of its subsidiaries or affiliates. This paragraphwill not, however, preclude Mr. Bell from accepting an offer of future employment from the Company, or any of its subsidiaries or affiliates.

7. Non-disclosure.

a. Mr. Bell will not disclose, publicize, or circulate to anyone in whole or in part, any information concerning the existence, terms,and/or conditions of this Agreement without the express written consent of the PG&E's Chief Executive Officer or, as reasonably necessary to enforce the terms ofthis Agreement, unless otherwise required or permitted by law. Notwithstanding the preceding sentence, Mr. Bell may disclose the terms and conditions of thisAgreement to his family members, and any attorneys or tax advisors, if any, to whom there is a bonafideneed for disclosure in order for them to render professionalservices to him, provided that the person first agrees to keep the information confidential and not to make any disclosure of the terms and conditions of thisAgreement unless otherwise required or permitted by law.

b. Mr. Bell will not use, disclose, publicize, or circulate any confidential or proprietary information concerning the Company or itssubsidiaries or affiliates, which has come to his attention during his employment with the Company, unless doing so is expressly authorized in writing by PG&E'sChief Executive Officer, or is otherwise required or permitted by law. Nothing in this Agreement prohibits Mr. Bell from reporting possible violations of federallaw or regulation to any governmental agency or regulatory authority, including but not limited to the U.S. Securities and Exchange Commission, or from makingother disclosures that are protected under the whistleblower provisions of federal or state law or regulation. Before making any legally-required or permitteddisclosure, Mr. Bell will give the Company notice at least ten (10) business days in advance.

8. Non-Disparagement.Mr. Bell agrees to refrain from performing any act, engaging in any conduct or course of action or making or publishingany statements, claims, allegations or assertions, which have or may reasonably have the effect of demeaning the name or business reputation of the Company, orany of its subsidiaries or affiliates, or any of their respective employees, officers, directors, agents or advisors in their capacities as such or which adversely affects(or may reasonably be expected adversely to affect) the best interests (economic or otherwise) of any of them. The Company agress to refrain from performing anyact, engaging in any conduct or course of action or making or publishing any statements, claims, allegations or assertionswhich have or may reasonably have theeffect of demeaning the name or business reputation of Mr. Bell. The Corporation further agrees to instruct its senior officers, (in each case, while said personremains an officer of the Corporation) to comply with the Corporation's obligations under this paragraph. In the event the Corporation's Chief Legal Officer or Headof Human Resources acquires actual knowledge that a violation of the Corporations's obligations under this Paragraph 8 has occurred, the Corporation shall takeprompt and reasonable action to reprimand and further discourage such behavior in violation of this ongoing obligation. Each party agrees that nothing in thisparagraph 8 shall preclude the other Party form fulfilling any duty or obligation that he or it may have at law, from responding to any subpoena or official inquiryfrom any court or government agency, including providing truthful testimony, documents subpoenaed or requested or otherwise cooperating in good faith with anyproceeding or investigation, or from taking any reasonable actions to enforce such party's rights under this Agreement in accordance with the dispute resolutionprovisions specified in Paragraph 15 hereof. Each Party shall continue to comply with its obligations under this Paragraph 8 regardless of any alleged breach of theother Party of its or his agreements contained in this Paragraph 8 unless and until there has been a final determination by a court or an arbitration panel that the otherParty has breached its or his obligations under this paragraph.

9. Nounfaircompetition.

a. For a period of 12 months after the Effective Date, Mr. Bell will not engage in any unfair competition against the Company, or any ofits subsidiaries or affiliates.

b. For a period of 12 months after the Effective Date, Mr. Bell will not, directly or indirectly, solicit or contact for the purpose ofdiverting or taking away or attempt to solicit or contact for the purpose of diverting or taking away:

(1) any existing customer of the Company or its affiliates or subsidiaries;

(2) any prospective customer of the Company or its affiliates or subsidiaries about whom Mr. Bell acquired information as a resultof any solicitation efforts by the Company or its affiliates or subsidiaries, or by the prospective customer, during Mr. Bell'semployment with the Company;

(3) any existing vendor of the Company or its affiliates or subsidiaries;

(4) any prospective vendor of the Company or its affiliates or subsidiaries, about whom Mr. Bell acquired information as a result ofany solicitation efforts by the Company or its affiliates or subsidiaries, or by the prospective vendor, during Mr. Bell'semployment with the Company;

(5) any existing employee, agent or consultant of the Company or its affiliates or subsidiaries, to terminate or otherwise alter theperson's or entity's employment, agency or consultant relationship with the Company or its affiliates or subsidiaries; or

(6) any existing employee, agent or consultant of the Company or its affiliates or subsidiaries, to work in any capacity for or onbehalf of any person, Company or other business enterprise that is in competition with the Company or its affiliates orsubsidiaries.

10. MaterialbreachbyEmployee. In the event that Mr. Bell breaches any material provision of this Agreement, including but not necessarilylimited to paragraphs 4, 5, 6, 7, 8 and/or 9 and fails to cure said breach upon reasonable notice, the Company will be entitled to recover any actual damages and torecalculate any future pension benefit entitlement without the additional credited age he received or would have received under this Agreement. Despite any breachby Mr. Bell, his other duties and obligations under this Agreement, including his waivers and releases, will remain in full force and effect. In the event of a breachor threatened breach by Mr. Bell of any of the provisions in paragraphs 4, 5, 6, 7, 8, and/or 9, the Company will, in addition to any other remedies provided in thisAgreement, be entitled to equitable and/or injunctive relief and because the damages for such a breach or threatened breach will be difficult to determine and will notprovide a full and adequate remedy, the Company will also be entitled to specific performance by Mr. Bell of his obligations under paragraphs 4, 5, 6, 7, 8, and/or 9.

11. MaterialbreachbytheCompany. Mr. Bell will be entitled to recover actual damages in the event of any material breach of thisAgreement by the Company, including any unexcused late or non-payment of any amounts owed under this Agreement, or any unexcused failure to provide anyother benefits specified in this Agreement. In the event of a breach or threatened breach by the Company of any of its material obligations to him under thisAgreement, Mr. Bell will be entitled to seek, in addition to any other remedies provided in this Agreement, specific performance of the Company's obligations andany other applicable equitable or injunctive relief.

12. Noadmissionofliability. This Agreement is not, and will not be considered, an admission of liability or of a violation of any applicablecontract, law, rule, regulation, or order of any kind.

13. Completeagreement. This Agreement sets forth the entire agreement between the Parties pertaining to the subject matter of thisAgreement and fully supersedes any prior or contemporaneous negotiations, representations, agreements, or understandings between the Parties with respect to anysuch matters, whether written or oral (including any that would have provided Mr. Bell with any different severance arrangements). The Parties acknowledge thatthey have not relied on any promise, representation or warranty, express or implied, not contained in this Agreement. Parole evidence will be inadmissible to showagreement by and among the Parties to any term or condition contrary to or in addition to the terms and conditions contained in this Agreement.

14. Severability. If any provision of this Agreement is determined to be invalid, void, or unenforceable, the remaining provisions will remain infull force and effect.

15. Arbitration. With the exception of any request for specific performance, injunctive or other equitable relief, any dispute or controversy ofany kind arising out of or related to this Agreement, Mr. Bell's employment with the Company (or with the employing subsidiary), the separation of Mr. Bell fromthat employment and from his positions as an officer and/or director of the Company or any subsidiary or affiliate, or any claims for benefits, rights under, orinterpretation of this Agreement, will be resolved exclusively by final and binding arbitration using one arbitrator in accordance with the Commercial ArbitrationRules of the American Arbitration Association currently in effect, provided, however, that in rendering their award, the arbitrators will be limited to those legalrights and remedies provided for by law. The only claims not covered by this paragraph are any non-waivable claims for benefits under workers' compensation orunemployment insurance laws, which will be resolved under those laws. Any arbitration pursuant to this paragraph will take place in San Francisco, California. TheParties may be represented by legal counsel at the arbitration but must bear their own fees for such representation in the first instance. The prevailing party in anydispute or controversy covered by this paragraph, or with respect to any request for specific performance, injunctive or other equitable relief in any forum, will beentitled to recover, in addition to any other available remedies specified in this Agreement, all litigation expenses and costs, including any arbitrator, administrativeor filing fees and reasonable attorneys' fees, except as prohibited or limited by law. The Parties specifically waive any right to a jury trial on any dispute orcontroversy covered by this paragraph. Judgment may be entered on the arbitrators' award in any court of competent jurisdiction. Subject to the arbitrationprovisions of this paragraph, the sole jurisdiction and venue for any action related to the subject matter of this Agreement will be the California state and federalcourts having within their jurisdiction the location of the Company's principal place of business in California at the time of such action, and both Parties therebyconsent to the jurisdiction of such courts for any such action.

16. Governinglaw. This Agreement will be governed by and construed under the laws of the United States and, to the extent not preempted bysuch laws, by the laws of the State of California, without regard to their conflicts of laws provisions.

17. Nowaiver. The failure of either Party to exercise or enforce, at any time, or for any period of time, any of the provisions of this Agreementwill not be construed as a waiver of that provision, or any portion of that provision, and will in no way affect that party's right to exercise or enforce suchprovisions. No waiver or default of any provision of this Agreement will be deemed to be a waiver of any succeeding breach of the same or any other provisions ofthis Agreement.

18. AcceptanceofAgreement.

a. Mr. Bell was provided over 21 days to consider and accept the terms of this Agreement and was advised to consult with an attorneyabout the Agreement before signing it. The provisions of the Agreement are, however, not subject to negotiation. After signing the Agreement, Mr. Bell will havean additional seven (7) days in which to revoke in writing acceptance of this Agreement. To revoke, Mr. Bell will submit a signed statement to that effect to PG&E'sChief Executive Officer before the close of business on the seventh day. If Mr. Bell does not submit a timely revocation, the Effective Date of this Agreement willbe the eighth day after he has signed it.

b. Mr. Bell acknowledges reading and understanding the contents of this Agreement, being afforded the opportunity to review carefullythis Agreement with an attorney of his choice, not relying on any oral or written representation not contained in this Agreement, signing this Agreement knowingly

and voluntarily, and, after the Effective Date of this Agreement, being bound by all of its provisions.

Dated: _________________ PACIFICGASANDELECTRICCOMPANY

By: ______________________________________

Dated: May 5, 2017 DESMONDBELL By: /s/ DESMOND BELL_______________

EXHIBIT A

EMPLOYMENT TERMINATION CERTIFICATE

I entered into a SEPARATIONAGREEMENT (" Separation Agreement ") with Pacific Gas and Electric Company (" Company") dated January 6, 2017,amended April 2015, 2017. I hereby acknowledge that:

(1) A blank copy of this Employment Termination Certificate was attached as Exhibit A to the Separation Agreement when the Company gave it to me forreview. I have been given sufficient and reasonable time to consider signing this Certificate. I have been advised of my right to discuss the Separation Agreementand this Certificate with an attorney before executing either document.

(2) The benefits payable under paragraph 2 of the Separation Agreement are only payable to me if I sign this Certificate on or after the Date of Resignation (asdefined in the Separation Agreement).

(3) I executed the Separation Agreement prior to my last day of employment. In exchange for the remaining benefits provided for in paragraph 2 of theSeparation Agreement, I hereby agree that this Certificate will be a part of my Separation Agreement such that the release of claims and the covenants that Iprovided under paragraph 5 of the Separation Agreement will, by my signature below, extend to and cover any other claims that arose after the Effective Date, up toand including the Date of Resignation and the date this Certificate is signed, provided, however, by signing the Employment Termination Certificate I am notreleasing any claim I have to receive any and all benefits otherwise due to me under the terms of the Separation Agreement, or otherwise required by law.

(4) Nothing in this Certificate alters, diminishes, or mitigates the scope and breadth of the releases and covenants that I previously provided to the Companyunder the Separation Agreement, which shall remain in full force and effect regardless of whether I sign this Certificate.

(5) By signing below, I hereby extend the release of claims and the covenants that I provided to the Company and other released parties under the SeparationAgreement to cover any other claims (as more fully described in paragraph 5 of the Separation Agreement) that arose or may have arisen at any time after theEffective Date, up to and including the Date of Resignation and the date this Certificate is signed. I knowingly and voluntarily waive any and all rights or benefitswhich I may have had, may now have or in the future may have under the terms of Section 1542 of the California Civil Code, which provides as follows:

AGENERALRELEASEDOESNOTEXTENDTOCLAIMSWHICHTHECREDITORDOESNOTKNOWORSUSPECTTOEXISTINHISORHERFAVORATTHETIMEOFEXECUTINGTHERELEASEWHICH,IFKNOWNBYHIMORHERMUSTHAVEMATERIALLYAFFECTEDHISORHERSETTLEMENTWITHTHEDEBTOR.

I understand that section 1542 gives me the right not to release existing claims of which I am not now aware, but I expressly and voluntarily choose to waive myrights under California Civil Code Section 1542, as well as under any other federal or state statute or common law principles of similar effect .

I UNDERSTAND THAT I HAVE A RIGHT TO CONSULT WITH AN ATTORNEY OF MY OWN CHOOSING AND TO HAVE THE TERMS OF THISCERTIFICATE FULLY EXPLAINED TO ME PRIOR TO SIGNING, AND THAT I AM GIVING UP ANY LEGAL CLAIMS I HAVE AGAINST THE PARTIESRELEASED IN THE SEPARATION AGREEMENT BY SIGNING THIS CERTIFICATE. I AM SIGNING THIS CERTIFICATE KNOWINGLY, WILLINGLYAND VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE SEPARATION AGREEMENT.

/s/ DESMOND BELL_____________________________DESMONDBELL

May 9, 2017Date: _________________________

EXHIBIT12.1PACIFICGASANDELECTRICCOMPANY

COMPUTATIONOFRATIOSOFEARNINGSTOFIXEDCHARGES

Six MonthsEnded June30, YearEndedDecember31,(inmillions) 2017 2016 2015 2014 2013 2012Earnings: Net income $ 978 $ 1,402 $ 862 $ 1,433 $ 866 $ 811 Income tax provision (benefit) 256 70 (19) 384 326 298 Fixed charges 643 1,417 1,260 1,176 971 891 Totalearnings $ 1,877 $ 2,889 $ 2,103 $ 2,993 $ 2,163 $ 2,000 Fixedcharges: Interest on short-term borrowings and long-term debt, net $ 627 $ 1,363 $ 1,208 $ 1,125 $ 917 $ 834 Interest on capital leases 1 3 4 6 7 9 AFUDC debt 15 51 48 45 47 48 Totalfixedcharges $ 643 $ 1,417 $ 1,260 $ 1,176 $ 971 $ 891

Ratiosofearningstofixedcharges 2.92 2.04 1.67 2.55 2.23 2.24

Note:For the purpose of computing Pacific Gas and Electric Company’s ratios of earnings to fixed charges, “earnings” represent net income adjusted for the income or loss from equity investeesof less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and fixed charges (excluding capitalized interest). “Fixedcharges” include interest on long-term debt and short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, intereston capital leases, AFUDC debt, and earnings required to cover the preferred stock divi dend requirements. Fixed charges exclude interest on tax liabilities.

EXHIBIT12.2PACIFICGASANDELECTRICCOMPANY

COMPUTATIONOFRATIOSOFEARNINGSTOCOMBINEDFIXEDCHARGESANDPREFERREDSTOCKDIVIDENDS

Six MonthsEnded

June30, YearendedDecember31,(inmillions) 2017 2016 2015 2014 2013 2012Earnings: Net income $ 978 $ 1,402 $ 862 $ 1,433 $ 866 $ 811 Income tax provision (benefit) 256 70 (19) 384 326 298 Fixed charges 643 1,417 1,260 1,176 971 891 Totalearnings $ 1,877 $ 2,889 $ 2,103 $ 2,993 $ 2,163 $ 2,000 Fixedcharges: Interest on short-term borrowings

and long-term debt, net $ 627 $ 1,363 $ 1,208 $ 1,125 $ 917 $ 834 Interest on capital leases 1 3 4 6 7 9 AFUDC debt 15 51 48 45 47 48 Totalfixedcharges $ 643 $ 1,417 $ 1,260 $ 1,176 $ 971 $ 891 Preferredstockdividends: Tax deductible dividends $ 4 $ 9 $ 9 $ 9 $ 9 $ 9 Pre-tax earnings required to cover

non-tax deductible preferred stock dividend requirements 3 5 5 6 7 7

Totalpreferredstockdividends 7 14 14 15 16 16 Totalcombinedfixedcharges andpreferredstock dividends $ 650 $ 1,431 $ 1,274 $ 1,191 $ 987 $ 907

Ratiosofearningstocombined fixedchargesandpreferred stockdividends 2.89 2.02 1.65 2.51 2.19 2.21 Note:For the purpose of computing Pacific Gas and Electric Company’s ratios of earnings to combined fixed charges and preferred stock dividends , “earnings” represent net income adjusted for theincome or loss from equity investees of less than 100% owned affili ates, equity in undistributed income or losses of less than 50% owned affiliates, income taxes and fixed charges (excludingcapitalized interest). “Fixed charges” include interest on long-term debt and short-term borrowings (including a representative por tion of rental expense), amortization of bond premium, discountand expense, interest on capital leases, AFUDC debt, and earnings required to cover the preferred stock dividend requirements. Fixed charges exclude interest on tax liabilities.

EXHIBIT12.3PG&ECORPORATION

COMPUTATIONOFRATIOSOFEARNINGSTOFIXEDCHARGES

Six MonthsEnded

June30, YearEndedDecember31,(inmillions) 2017 2016 2015 2014 2013 2012Earnings: Net income $ 989 $ 1,407 $ 888 $ 1,450 $ 828 $ 830 Income tax provision (benefit) 243 55 (27) 345 268 237 Fixed charges 655 1,440 1,284 1,206 1,012 931 Pre-tax earnings required to

cover the preferred stock dividend of consolidated subsidiaries (7) (14) (14) (15) (16) (15)

Totalearnings $ 1,880 $ 2,888 $ 2,131 $ 2,986 $ 2,092 $ 1,983 Fixedcharges: Interest on short-term

borrowings and long-term debt, net $ 632 $ 1,372 $ 1,218 $ 1,140 $ 942 $ 859

Interest on capital leases 1 3 4 6 7 9 AFUDC debt 15 51 48 45 47 48 Pre-tax earnings required to

cover the preferred stock dividend of consolidated

subsidiaries 7 14 14 15 16 15 Totalfixedcharges $ 655 $ 1,440 $ 1,284 $ 1,206 $ 1,012 $ 931 Ratiosofearningsto fixedcharges 2.87 2.01 1.66 2.48 2.07 2.13

Note:For the purpose of computing PG&E Corporation's ratios of earnings to fixed charges, “earnings” represent income from continuing operations adjusted for income taxes, fixed charges (excludingcapitalized interest), and pre-tax earnings required to cover the preferred stock dividend of consolidated subs idiaries. “Fixed charges” include interest on long-term debt and short-termborrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense, interest on capital leases, AFUDC debt, and earnings required to coverpreferred stock dividends of consolidated subsidiaries. Fixed charges exclude interest on tax liabilities.

EXHIBIT31.01

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Geisha J. Williams, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 of PG&E Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) ) for the registrant andhave:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, toprovide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordancewith generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter(the registrant's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant'sinternal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control overfinancial reporting.

Date: July 27, 2017 GEISHA J. WILLIAMS Geisha J. Williams Chief Executive Officer and President

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Jason P. Wells, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 of PG&E Corporation;



4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:








Date: July 27, 2017 JASON P. WELLS Jason P. Wells Senior Vice President and Chief Financial Officer

EXHIBIT31.02

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, Nickolas Stavropoulos, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 of Pacific Gas and Electric Company;



4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) ) for the registrant andhave:








Date: July 27, 2017

NICKOLAS STAVROPOULOS

Nickolas Stavropoulos President and Chief Operating Officer

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO SECURITIES AND EXCHANGE COMMISSION RULE 13a-14(a)

I, David S. Thomason, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 of Pacific Gas and Electric Company;



4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave:








Date: July 27, 2017 DAVID S. THOMASON David S. Thomason Vice President, Chief Financial Officer and Controller

EXHIBIT32.01

CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICERPURSUANTTO18U.S.C.SECTION1350

In connection with the accompanying Quarterly Report on Form 10-Q of PG&E Corporation for the quarter ended June 30, 2017 ("Form 10-Q"), I, GeishaJ. Williams, Chief Executive Officer and President of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 ofthe Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of

operations of PG&E Corporation.

GEISHA J. WILLIAMS Geisha J. Williams Chief Executive Officer and President

July 27, 2017

CERTIFICATIONOFPRINCIPALFINANCIALOFFICERPURSUANTTO18U.S.C.SECTION1350

In connection with the accompanying Quarterly Report on Form 10-Q of PG&E Corporation for the quarter ended June 30, 2017 ("Form 10-Q"), I, Jason P.

Wells, Senior Vice President and Chief Financial Officer of PG&E Corporation, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Form 10-Q fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of

operations of PG&E Corporation.

JASON P. WELLS Jason P. Wells Senior Vice President and Chief Financial Officer

July 27, 2017

EXHIBIT32.02

CERTIFICATIONOFPRINCIPALEXECUTIVEOFFICERPURSUANTTO18U.S.C.SECTION1350

In connection with the accompanying Quarterly Report on Form 10-Q of Pacific Gas and Electric Company for the quarter ended June 30, 2017 ("Form 10-Q"), I, Nickolas Stavropoulos, President and Chief Operating Officer of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C. Section 1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of

Pacific Gas and Electric Company.

NICKOLAS STAVROPOULOS Nickolas Stavropoulos President and Chief Operating Officer

July 27, 2017

CERTIFICATIONOFPRINCIPALFINANCIALOFFICERPURSUANTTO18U.S.C.SECTION1350

In connection with the accompanying Quarterly Report on Form 10-Q of Pacific Gas and Electric Company for the quarter ended June 30, 2017 ("Form 10-Q"), I, David S. Thomason, Vice President, Chief Financial Officer and Controller of Pacific Gas and Electric Company, hereby certify pursuant to 18 U.S.C.Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge and belief, that:

(1) the Form 10-Q fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Pacific Gas

and Electric Company.

DAVID S. THOMASON David S. Thomason Vice President, Chief Financial Officer and Controller

July 27, 2017

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