Obligation PG&E Corporation 5.25% ( US69331CAJ71 ) en USD

PG&E Corporation

99.3526 % ▲

Etas-Unis

US69331CAJ71 ( en USD )

5.25% par an ( paiement semestriel )

30/06/2030

Prospectus brochure de l'obligation PG & E Corp US69331CAJ71 en USD 5.25%, échéance 30/06/2030

2 000 USD

1 000 000 000 USD

69331CAJ7

BB ( Spéculatif )

Ba2 ( Spéculatif )

01/07/2026 ( Dans 144 jours )

PG&E Corporation est une entreprise de services publics américaine fournissant de l'électricité et du gaz naturel à une grande partie de la Californie.

L'Obligation émise par PG&E Corporation ( Etas-Unis ) , en USD, avec le code ISIN US69331CAJ71, paye un coupon de 5.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/06/2030

L'Obligation émise par PG&E Corporation ( Etas-Unis ) , en USD, avec le code ISIN US69331CAJ71, a été notée Ba2 ( Spéculatif ) par l'agence de notation Moody's.

L'Obligation émise par PG&E Corporation ( Etas-Unis ) , en USD, avec le code ISIN US69331CAJ71, a été notée BB ( Spéculatif ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-236629-01

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 9, 2020)
$2,000,000,000

$1,000,000,000 5.000% Senior Secured Notes due 2028
$1,000,000,000 5.250% Senior Secured Notes due 2030

PG&E Corporation, a California corporation, is offering $2,000,000,000 aggregate principal amount of Senior Secured Notes in two separate series.
We are offering (i) $1,000,000,000 aggregate principal amount of 5.000% Senior Secured Notes due July 1, 2028 (the "2028 Notes") and
(ii) $1,000,000,000 aggregate principal amount of 5.250% Senior Secured Notes due July 1, 2030 (the "2030 Notes," and together with the 2028 Notes, the
"Notes").
The per annum interest rate on the 2028 Notes will be 5.000% and the per annum interest rate on the 2030 Notes will be 5.250%. We will pay
interest on the Notes of each series semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2021. The 2028 Notes will
mature on July 1, 2028; and the 2030 Notes will mature on July 1, 2030. The Notes will be issued in minimum denominations of $2,000 and integral
multiples of $1,000 in excess thereof.
If the Escrow Conditions (as defined herein) are not satisfied prior to the consummation of this offering, we will deposit the aggregate net proceeds
of this offering, together with additional funds, which together with such net proceeds would be sufficient to fund a redemption of all the Notes on the
Special Redemption Date (as defined herein) into a segregated escrow account. The escrow account and all amounts deposited therein will be pledged to
secure the Notes. Until the Escrow Conditions are satisfied, the Notes will be secured by a lien on amounts deposited in the Escrow Account.
Upon satisfaction of the Escrow Conditions, including the effectiveness of our plan of reorganization, the Notes will be secured on a first-lien basis
by the pledge of our ownership interest in 100% of the shares of common stock of our principal subsidiary, Pacific Gas & Electric Company (the
"Utility"), and any other shares of common stock of the Utility obtained by us in the future and the certificates or instruments representing such shares of
common stock, subject to permitted liens as described under "Description of the Notes--Security."
If the Escrow Conditions are not satisfied on or prior to September 9, 2020 (or, if prior to such date, we determine in our sole discretion that any of
the Escrow Conditions cannot be satisfied by such date), the Notes will be subject to a special mandatory redemption on the Special Redemption Date at a
redemption price of 101% of the principal amount of the Notes offered hereby, plus accrued and unpaid interest to, but not including, the redemption date.
See "Description of the Notes--Escrow of Net Proceeds; Special Mandatory Redemption."
After the satisfaction of the Escrow Conditions, we may redeem all or a part of the Notes of a series, on any one or more occasions, (i) on or after
July 1, 2023 in the case of the 2028 Notes and (ii) on or after July 1, 2025 in the case of the 2030 Notes, at the redemption prices set forth under the caption
"Description of the Notes--Optional Redemption." In addition, at any time after the satisfaction of the Escrow Conditions and (i) prior to July 1, 2023, in
the case of the 2028 Notes and (ii) prior to July 1, 2025, in the case of the 2030 Notes, we may redeem all or part of the Notes of each series, on any one or
more occasions, at a redemption price equal to 100% of the principal amount of Notes of such series to be redeemed, plus a "make-whole" premium as of
the redemption date, plus accrued and unpaid interest, if any, to, but not including, the redemption date. In addition, at any time after the satisfaction of the
Escrow Conditions we may redeem up to 40% of the aggregate principal amount of each series of Notes before July 1, 2023 (in the case of the 2028 Notes)
or before July 1, 2023 (in the case of the 2030 Notes), with an amount of cash not greater than the net proceeds of certain equity offerings at a redemption
price equal to 105.00% of the principal amount of the 2028 Notes being redeemed and 105.25% of the principal amount of the 2030 Notes being redeemed,
plus any accrued and unpaid interest. See "Description of the Notes--Optional Redemption."
Table of Contents
Upon the occurrence of a Change of Control Triggering Event with respect to a series of Notes, each holder of Notes of such series will have the right
to require that we repurchase all or any part of that holder's Notes of such series at a repurchase price payment in cash in an amount equal to not less than
101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest on the Notes repurchased to, but not including, the date of
repurchase, as described in this prospectus supplement under the caption "Description of the Notes--Repurchase of Notes Upon a Change of Control
Triggering Event."
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The Notes will be our general senior secured obligations. From and after the Escrow Release Date (as defined herein), the Notes will rank equal in
right of payment with all of our existing and future senior obligations, will rank effectively junior to all secured senior obligations under our new revolving
credit agreement to the extent of the value of the collateral securing the Notes (up to an amount not to exceed $650 million), and equal with all of our other
existing and future secured senior obligations to the extent secured by such collateral, will rank effectively senior to any of our existing and future
unsecured obligations to the extent of the value of such collateral, will rank senior in right of payment to all of our future subordinated indebtedness, and
will be structurally subordinated to all indebtedness and other obligations (including trade payables, other indebtedness and preferred stock obligations) of
the Utility and all of our other subsidiaries (other than any subsidiaries that may become guarantors of the Notes in the future). See "Description of the
Notes--Rankings."
There is no existing public market for the Notes. We do not intend to list the Notes on any securities exchange or seek their quotation on any
automated quotation system.
Concurrently with this offering, the Utility is offering first mortgage bonds pursuant to a separate prospectus supplement (the "Concurrent FMB
Offering"). The completion of this offering is not conditioned on the completion of the Concurrent FMB Offering, and the completion of the Concurrent
FMB Offering is not conditioned on the completion of this offering. See "Prospectus Summary--Concurrent FMB Offering" in this prospectus supplement.

Investing in the Notes involves risks. For a description of these risks, see "Risk Factors" beginning on page S-25
of this prospectus supplement and the section titled "Risk Factors" in Item 1A of Part I of the 2019 Annual Report (as
defined herein) and in Item 1A of Part II of the Q1 Quarterly Report (as defined herein) incorporated by reference
herein.
None of the Securities and Exchange Commission, any state securities commission or any other regulatory body has approved or
disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.

Underwriting
Discounts
Proceeds to PG&E
Price to the
and
Corporation Before

Public(1)

Commissions

Expenses

Per 2028 Note

100.000%

1.000%

99.000%
Total 2028 Notes

$1,000,000,000
$10,000,000
$
990,000,000
Per 2030 Note

100.000%

1.000%

99.000%
Total 2030 Notes

$1,000,000,000
$10,000,000
$
990,000,000

(1)
Plus accrued interest from June 23, 2020, if settlement occurs after that date.
The Notes will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of its
participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about June 23, 2020.

Joint Book-Running Managers

J.P. Morgan
Barclays

BofA Securities

Citigroup

Goldman Sachs & Co. LLC
Co-Managers
BNP PARIBAS

Credit Suisse

Mizuho Securities

MUFG

Wells Fargo Securities

June 18, 2020
Table of Contents
This prospectus supplement should be read in conjunction with the accompanying prospectus and any related free writing prospectus.
Neither we nor any underwriter has authorized any other person to provide you with different or additional information. We do not take any
responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. Neither we nor any underwriter
is making an offer to sell the Notes in any jurisdiction where the offer or sale is not permitted. You should assume that the information contained
in this prospectus supplement and the accompanying prospectus is accurate only as of the date hereof.

TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS

S-1
FORWARD-LOOKING STATEMENTS

S-2
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PROSPECTUS SUMMARY

S-8
THE OFFERING
S-13
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL AND OPERATING INFORMATION
S-18
RISK FACTORS
S-25
USE OF PROCEEDS
S-39
CAPITALIZATION
S-42
OUR BUSINESS
S-45
PLAN OF REORGANIZATION
S-55
DESCRIPTION OF OTHER INDEBTEDNESS AND PREFERRED STOCK
S-67
DESCRIPTION OF THE NOTES
S-75
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-118
UNDERWRITING
S-122
LEGAL MATTERS
S-128
EXPERTS
S-128
WHERE YOU CAN FIND MORE INFORMATION
S-128
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
S-129
Prospectus

ABOUT THIS PROSPECTUS
i
OUR COMPANY
1
RISK FACTORS
1
FORWARD-LOOKING STATEMENTS
1
USE OF PROCEEDS
6
DESCRIPTION OF SECURITIES
6
DESCRIPTION OF THE DEBT SECURITIES OF PG&E CORPORATION
7
DESCRIPTION OF THE DEBT SECURITIES OF PACIFIC GAS AND ELECTRIC COMPANY
21
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
48
DESCRIPTION OF WARRANTS
52
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS AND SECURITIES PURCHASE UNITS
55
DESCRIPTION OF DEPOSITARY SHARES
57
DESCRIPTION OF SUBSCRIPTION RIGHTS
58
GLOBAL SECURITIES
60
PLAN OF DISTRIBUTION
62
LEGAL MATTERS
64
EXPERTS
64
WHERE YOU CAN FIND MORE INFORMATION
64
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
64

i
Table of Contents
ABOUT THIS PROSPECTUS
This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part
is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. This prospectus supplement and
the accompanying prospectus are part of a registration statement that PG&E Corporation and Pacific Gas and Electric Company filed with the Securities
and Exchange Commission (the "SEC"), utilizing a "shelf" registration process. When used in this prospectus supplement, (i) the "Utility" refers to Pacific
Gas and Electric Company, the principal operating subsidiary of PG&E Corporation, and (ii) the "underwriters" refers to the firms listed on the cover page
of this prospectus supplement. When we refer to the "Company," "we," "our," "ours" and "us" in this prospectus supplement under the headings "Forward
Looking Statements" and "Capitalization," we mean PG&E Corporation and its subsidiaries, including the Utility, through which substantially all of PG&E
Corporation's operations are conducted. When such terms are used elsewhere in this prospectus supplement, we refer only to PG&E Corporation, as the
issuer of the Notes in this offering, and not to any of its direct or indirect subsidiaries or affiliates except as expressly provided or the context otherwise
requires. When we refer to the "Debtors" or "Reorganized Debtors" in this prospectus supplement, we refer to PG&E Corporation and Pacific Gas and
Electric Company. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings given such terms in PG&E
Corporation's and the Utility's Joint Annual Report on Form 10-K for the year ended December 31, 2019, as amended (the "2019 Annual Report"), which
is incorporated by reference into this prospectus supplement and the accompanying prospectus.
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In connection with the Plan of Reorganization (as defined herein), PG&E Corporation and the Utility were required to prepare projected financial
information to demonstrate to the Bankruptcy Court (as defined herein) the feasibility of the Plan of Reorganization and the ability of PG&E Corporation
and the Utility to continue operations and satisfy their obligations under the Plan of Reorganization upon emergence from the Chapter 11 Cases (as defined
herein). Neither those projections, which are attached as an exhibit to the Disclosure Statement (as defined herein) previously furnished to the SEC, nor any
projections contained in any form of the Disclosure Statement previously furnished to the SEC, are incorporated in this prospectus supplement or should be
considered or relied upon in connection with the purchase of the Notes offered hereby. Neither the projections nor any form of the Disclosure Statement
were prepared for the purpose of any offering of the Notes and have not been, and may not be, updated on an ongoing basis. The projections reflect
numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions at the time they were
prepared that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide
variety of significant business, economic and competitive risks, including those risks discussed in the section titled "Risk Factors" in this prospectus
supplement and in the section titled "Risk Factors" in Item 1A of Part I of the 2019 Annual Report and in Item 1A of Part II of our quarterly report on Form
10-Q for the three months ended March 31, 2020 (the "Q1 Quarterly Report") incorporated by reference herein. Our actual results will vary from those
contemplated by the projections and the variations may be material. As a result, you should not rely upon the projections, the Disclosure Statement or any
form of the Disclosure Statement previously furnished to the SEC in deciding whether to invest in the Notes.

S-1
Table of Contents
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and any documents incorporated by reference into this prospectus supplement and the
accompanying prospectus contain forward-looking statements that are necessarily subject to various risks and uncertainties. These statements reflect
management's judgment and opinions that are based on current estimates, expectations, and projections about future events and assumptions regarding
these events and management's knowledge of facts as of the date of this prospectus supplement. These forward-looking statements relate to, among other
matters, estimated losses, including penalties and fines, associated with various investigations and proceedings; forecasts of capital expenditures; estimates
and assumptions used in critical accounting policies, including those relating to liabilities subject to compromise, insurance receivable, regulatory 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," "forecast," "plan," "project," "believe," "estimate," "predict," "anticipate,"
"may," "should," "would," "could," "potential" and similar expressions. We and the Utility are not able to predict all the factors that may affect future
results. Some of the factors that could cause future results to differ materially from those expressed or implied by the forward-looking statements, or from
historical results, include, but are not limited to:

· the risks and uncertainties associated with the Chapter 11 Cases, including, but not limited to, the ability to consummate and implement the Plan of

Reorganization, as approved by the Bankruptcy Court; the ability to obtain additional required state or federal regulatory approvals; increased costs
related to the Chapter 11 Cases; the ability to obtain sufficient financing sources for ongoing and future operations and investments;

· the effect of any appeals or objections related to the Plan of Reorganization, the Funding Transactions Order (as defined herein) or the Confirmation

Order (as defined herein), including the injunction contained in the Plan of Reorganization and the Confirmation Order that channels certain
pre-petition fire-related claims to trusts to be satisfied from the trusts' assets;

· the ability to satisfy the conditions precedent to financing under the Amended and Restated Chapter 11 Plan Backstop Commitment Letters dated on
or about March 4, 2020 with the Backstop Parties (as defined herein) (as amended by the Consent Agreements (as defined herein) and as may be
further amended, restated, modified, or supplemented from time to time, collectively, the "Equity Backstop Commitment Letters") and the debt
commitment letters dated October 11, 2019 with the Commitment Parties (as defined herein) (as amended, collectively, the "Debt Backstop
Commitment Letters") and the risk that such agreements may be terminated; the risk that each of the Restructuring Support Agreements dated
January 22, 2020 with certain holders of funded indebtedness of the Utility (as may be amended, modified, or supplemented from time to time, the

"Noteholder RSA"), the Amended and Restated Restructuring Support Agreement dated November 1, 2019 with certain holders of subrogation
claims (as may be amended, modified, or supplemented from time to time, the "Subrogation RSA"), the Restructuring Support Agreement dated
December 6, 2019 with the Official Committee of Tort Claimants, the Consenting Fire Claimants Professionals and the Shareholder Proponents (as
defined therein) (as may be amended, modified, or supplemented from time to time, the "TCC RSA") or the Plan Support Agreements as to Plan
Treatment of Public Entities' Wildfire Claims each dated June 18, 2019 with Supporting Public Entities (as defined therein) (as may be amended,
modified, or supplemented from time to time, the "PSAs") could be terminated; disruptions to PG&E Corporation's and the Utility's business and
operations and the potential impact on regulatory compliance;

· whether the Plan of Reorganization of PG&E Corporation and the Utility will be confirmed by the Bankruptcy Court by June 30, 2020, and whether

PG&E Corporation and the Utility will be able to successfully implement the Plan of Reorganization;

· if the Plan of Reorganization is not confirmed by June 30, 2020, it could result in significant delay of the administration of the Chapter 11 Cases and

result in the implementation of the Case Resolution Contingency Process as provided in the Bankruptcy Court's Order Pursuant to 11 U.S.C.
Sections 105 and 363 and Fed. R. Bankr. P. 9019 (i) Approving Case Resolution Contingency Process and (ii) Granting Related Relief

S-2
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[Docket No. 6721] dated April 9, 2020, which was amended and superseded by the Order entered on April 24, 2020 [Docket No. 6937] (the "CRCP

Order"). As more fully provided therein, the CRCP Order provides for, among other things, a sale process in the event the Plan of Reorganization is
not confirmed or fails to go effective in accordance with certain required dates;

· whether the Utility is able to participate in the Wildfire Fund under AB 1054, and the consequences, including financial, of any inability to

participate;

· restrictions on PG&E Corporation's and the Utility's ability to pursue strategic and operational initiatives for the duration of the Chapter 11 Cases

and upon emergence from the Chapter 11 Cases;

· PG&E Corporation's and the Utility's historical financial information not being indicative of future financial performance as a result of the Chapter

11 Cases and, among other things, the potential financial and other restructuring currently contemplated by the Plan of Reorganization;

· the possibility that PG&E Corporation and the Utility will not be able to meet the conditions precedent to funding under the Equity Backstop
Commitment Letters and the Debt Backstop Commitment Letters, or that events or circumstances will occur that give rise to termination rights of the

Backstop Parties or Commitment Parties under the Equity Backstop Commitment Letters or Debt Backstop Commitment Letters, respectively, which
could make raising funds to pay claims and exit Chapter 11 difficult or uneconomic;

· 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 and on

acceptable terms in order to emerge from the Chapter 11 Cases and to raise financing for operations and investment after emergence;

· the impact of AB 1054 on potential losses in connection with future wildfires, including the CPUC's implementation of the procedures for

recovering such losses;

· the impact of the 2018 Camp fire, the 2017 Northern California wildfires and the 2015 Butte fire, including whether the Utility will be able to timely
recover any costs incurred therewith in excess of insurance not disallowed from recovery in the Wildfire OII; the timing and outcome of the
remaining wildfire investigations and the extent to which the Utility will have liability associated with these fires; the timing and amount of insurance

recoveries; and potential liabilities in connection with fines or penalties that could be imposed on the Utility if the CPUC, SEC or any other law
enforcement agency were to bring an enforcement action, including, if the March 17, 2020 plea agreement (the "Plea Agreement") is terminated, a
criminal proceeding, and determination that the Utility failed to comply with applicable laws and regulations (which actions could also adversely
impact a timely emergence from the Chapter 11 Cases);

· the ability of PG&E Corporation and the Utility to finance costs, expenses and other possible losses with respect to claims related to the 2018 Camp

fire and the 2017 Northern California wildfires, through securitization mechanisms or otherwise, which potential financings are not addressed by the
Wildfire Fund as it only applies to wildfires occurring after July 12, 2019;

· the timing and outcome of any proceeding to recover 2015 Butte fire-related costs in excess of insurance through rates;

· the risks and uncertainties associated with the 2019 Kincade fire;

· the timing and outcome of future regulatory and legislative developments in connection with SB 901, including future wildfire reforms, inverse

condemnation reform, and other wildfire mitigation measures or other reforms targeted at the Utility or its industry;

· the severity, extent and duration of the global COVID-19 pandemic and its impact on PG&E Corporation's and the Utility's financial condition,

results of operations, liquidity and cash flows, as well as on energy demand in the Utility's service territory, the ability of the Utility to collect on
customer invoices, the ability of the Utility to offset these effects, including with spending reductions, and the ability of the Utility to

S-3
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recover any losses incurred in connection with the COVID-19 pandemic through cost recovery, and the impact of workforce disruptions, if any;

· the outcome of the Utility's Community Wildfire Safety Program that the Utility has developed in coordination with first responders, civic and
community leaders, and customers to help reduce wildfire threats and improve safety as a result of climate-driven wildfires and extreme weather,

including the Utility's ability to comply with the targets and metrics set forth in the 2020-2022 Wildfire Mitigation Plan; and the cost of the program
and the timing and outcome of any proceeding to recover such cost through rates;

· whether the Utility will be able to obtain full recovery of its significantly increased insurance premiums, and the timing of any such recovery;

· whether the Utility can obtain wildfire insurance at a reasonable cost in the future, or at all, and whether insurance coverage is adequate for future

losses or claims;

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· increased employee attrition as a result of the filing of the Chapter 11 Cases and the challenging political and operating environment facing PG&E

Corporation and the Utility;

· the impact of the Utility's implementation of its PSPS program, including the timing and outcome of the PSPS OII and order to show cause, and

whether any fines or penalties or civil liability for damages will be imposed on the Utility as a result; the costs in connection with PSPS events, and
the effects on PG&E Corporation's and the Utility's reputations caused by implementation of the PSPS program;

· the timing and outcomes of the 2020 GRC, FERC TO18, TO19, and TO20 rate cases, 2018 and 2019 CEMA applications, WEMA application, future

applications for FHPMA, FRMMA, and WMPMA, future cost of capital proceedings, and other ratemaking and regulatory proceedings;

· the outcome of the probation and the monitorship imposed by the federal court after the Utility's conviction in the federal criminal trial in 2017, the
timing and outcomes of the debarment proceeding, potential reliability penalties or sanctions from the North American Electric Reliability
Corporation, the SED's unresolved enforcement matters relating to the Utility's compliance with natural gas-related laws and regulations, and other
investigations that have been or may be commenced relating to the Utility's compliance with natural gas- and electric-related laws and regulations,

and the ultimate amount of fines, penalties, and remedial costs that the Utility may incur in connection with the outcomes including the costs of
complying with any additional conditions of probation imposed in connection with the Utility's federal criminal proceeding, such as expenses
associated with any material expansion of the Utility's vegetation management program, including as a result of the probation proceedings before the
U.S. District Court, as well as the impact of additional conditions of probation on PG&E Corporation's and the Utility's ability to make distributions
to shareholders;

· the timing and outcomes of any other material litigations, regulatory investigations or claims that will not be discharged through the Chapter 11

Cases;

· the impact of any claims for contribution or indemnity asserted with respect to the 2018 Camp fire, the 2017 Northern California wildfires and the

2015 Butte fire;

· the effects on PG&E Corporation's and the Utility's reputations caused by matters such as the CPUC's investigations and enforcement proceedings;

· the outcome of the Safety Culture OII proceeding, and future legislative or regulatory actions that may be taken, such as requiring the Utility to

separate its electric and natural gas businesses, or restructure into separate entities, or undertake some other corporate restructuring, or transfer
ownership of the Utility's assets to municipalities or other public entities, or implement corporate governance changes;

· whether the Utility can control its operating costs within the authorized levels of spending, and timely recover its costs through rates; whether the

Utility can continue implementing a streamlined organizational structure and achieve project savings, the extent to which the Utility incurs
unrecoverable costs that are

S-4
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higher than the forecasts of such costs; and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer

demand for electricity and natural gas or other reasons;

· whether the Utility and its third-party vendors and contractors are able to protect the Utility's operational networks and information technology

systems from cyber- and physical attacks, or other internal or external hazards;

· the timing and outcome in the Court of Appeals of the appeal of FERC's order denying rehearing on September 19, 2019 of the complaint filed by the
CPUC and certain other parties that the Utility provide an open and transparent planning process for its capital transmission projects that do not go

through the CAISO's Transmission Planning Process to allow for greater participation and input from interested parties; and the timing and outcome
of FERC's Order on Remand on July 18, 2019 granting the Utility a 50 basis point ROE incentive adder for continued participation in the CAISO;

· the outcome of current and future self-reports, investigations, or other enforcement proceedings that could be commenced or notices of violation that
could be issued relating to the Utility's compliance with laws, rules, regulations, or orders applicable to its operations, including the construction,

expansion, or replacement of its electric and gas facilities, electric grid reliability, inspection and maintenance practices, customer billing and privacy,
physical and cybersecurity, environmental laws and regulations; and the outcome of existing and future SED notices of violations;

· the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Utility's known and

unknown remediation obligations; and the extent to which the Utility is able to recover environmental costs in rates or from other sources;

· the impact of SB 100, signed into law on September 10, 2018, which increased the percentage from 50% to 60% of California's electricity portfolio

that must come from renewables by 2030 and establishes state policy that 100% of all retail electricity sales must come from renewable portfolio
standard-eligible or carbon-free resources by 2045;

· how the CPUC and the CARB implement state environmental laws relating to greenhouse gas, renewable energy targets, energy efficiency standards,
distributed energy resources, electric vehicles, and similar matters, including whether the Utility is able to continue recovering associated compliance

costs, such as the cost of emission allowances and offsets under cap-and-trade regulations; and whether the Utility is able to timely recover its
associated investment costs;
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· the impact of the California governor's executive order issued on January 26, 2018, to implement a new target of five million zero-emission vehicles

on the road in California by 2030;

· the ultimate amount of unrecoverable environmental costs the Utility incurs associated with the Utility's natural gas compressor station site located

near Hinkley, California and the Utility's fossil fuel-fired generation sites;

· the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry, including
operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, cooling water intake, or other issues; the

impact of potential actions, such as legislation, taken by state agencies that may affect the Utility's ability to continue operating Diablo Canyon until
its planned retirement;

· the impact of wildfires, droughts, floods, or other weather-related conditions or events, climate change, natural disasters, acts of terrorism, war,
vandalism (including 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, its

customers, or third parties on which the Utility relies, and the reparation and other costs that the Utility may incur in connection with such conditions
or events; the impact of the adequacy of the Utility's emergency preparedness; whether the Utility incurs liability to third parties for property damage
or personal injury caused by such events; whether the Utility is subject to civil, criminal, or regulatory

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penalties in connection with such events; and whether the Utility's insurance coverage is available for these types of claims and sufficient to cover

the Utility's liability;

· the outcome of future legislative developments in connection with the amendment to SB 350 introduced on May 18, 2020 that would implement the
terms of the CRCP Order and purchase option to which PG&E Corporation and the Utility have committed by authorizing the creation of a non-profit

public benefit corporation by the State of California for the purpose of acquiring the Utility's assets and providing electric and gas service in the
Utility's territory in the event that the Plan of Reorganization is not confirmed or fails to go effective in accordance with certain required dates, or if
the CPUC revokes the Utility's certificate of public convenience and necessity;

· whether the Utility's climate change adaptation strategies are successful;

· the breakdown or failure of equipment that can cause damages, including fires, and unplanned outages; and whether the Utility will be subject to

investigations, penalties, and other costs in connection with such events;

· the impact that reductions in Utility customer demand for electricity and natural gas, driven by customer departures to CCAs and DA providers, have
on the Utility's ability to make and recover its investments through rates and earn its authorized return on equity, and whether the Utility is successful

in addressing the impact of growing distributed and renewable generation resources, and changing customer demand for its natural gas and electric
services;

· 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 energy
commodity prices; the ability of the Utility and its counterparties to post or return collateral in connection with price risk management activities; and

whether the Utility is able to recover timely its electric generation and energy commodity costs through rates, including its renewable energy
procurement costs;

· the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection with third-

party claims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Utility can continue to obtain
adequate insurance coverage for future losses or claims, especially following a major event that causes widespread third-party losses;

· the impact of 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 holding company, and whether the uncertainty in connection with the 2018

Camp fire and the 2017 Northern California wildfires, the ultimate outcomes of the CPUC's pending investigations, and other enforcement matters
will impact the Utility's ability to make distributions to PG&E Corporation;

· the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their interpretation;

· whether PG&E Corporation or the Utility undergoes an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of

1986, as amended (the "Internal Revenue Code"), as a result of the implementation of the Plan of Reorganization and in subsequent years during the
term of the Notes;

· changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax credits, as a

result of the current 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 their

interpretation or application.
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For more information about the significant risks that could affect the outcome of the forward-looking statements and our future financial condition,
results of operations, liquidity and cash flows, you should read the section titled "Risk Factors" in this prospectus supplement and the section titled "Risk
Factors" in Item 1A of Part I of the 2019 Annual Report and in Item 1A of Part II of the Q1 Quarterly Report incorporated by reference herein.

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You should read this prospectus supplement, the accompanying prospectus and the documents that we incorporate by reference into this prospectus
supplement and the accompanying prospectus, the documents that we have included as exhibits to the registration statement of which this prospectus
supplement and the accompanying prospectus are a part and the documents that we refer to under the section of the accompanying prospectus titled "Where
You Can Find More Information" completely and with the understanding that our actual future results could be materially different from what we expect
when making the forward-looking statements. We qualify all our forward-looking statements by these cautionary statements. These forward-looking
statements speak only as of the date of this prospectus supplement or the date of the document incorporated by reference. Except as required by applicable
laws or regulations, we do not undertake any obligation to update or revise any forward-looking statement, whether as a result of new information, future
events or otherwise.

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PROSPECTUS SUMMARY
This summary highlights certain information about our business and this offering. This is a summary of information contained elsewhere in this
prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein and does not contain all of the information that
you should consider before investing in the Notes. For a more complete understanding of this offering and our business, you should read and
carefully consider this entire prospectus supplement, including the section titled "Risk Factors," the accompanying prospectus and all documents
incorporated by reference herein and therein.
Our Company
PG&E Corporation, incorporated in California in 1995, is a holding company whose primary operating subsidiary is Pacific Gas and Electric
Company, a public utility operating in northern and central California. The Utility was incorporated in California in 1905. PG&E Corporation became
the holding company of the Utility and its subsidiaries in 1997. The Utility provides natural gas and electric service to approximately 16 million
people throughout a 70,000-square-mile service area in northern and central California. The Utility generates revenues mainly through the sale and
delivery of electricity and natural gas to customers. As of December 31, 2019, approximately two-thirds of the Utility's revenues were associated
with owning and operating gas, electric, and generation infrastructure. The remaining third were pass-through costs primarily associated with
commodity procurement. The Utility had approximately $86.15 billion in assets at March 31, 2020 and generated operating revenues of approximately
$17.1 billion in 2019.
At December 31, 2019, the Utility owned approximately 18,000 circuit miles of interconnected transmission lines operating at voltages ranging
from 60 kilovolt ("kV") to 500 kV. The Utility also operated 33 electric transmission substations with a capacity of approximately 65,000 megavolt
ampere ("MVA"). The Utility's electric transmission system is interconnected with electric power systems in the Western Electricity Coordinating
Council, which includes many western states, the Canadian provinces of Alberta and British Columbia, and parts of Mexico. The Utility's electric
distribution network consists of approximately 107,000 circuit miles of distribution lines (of which, as of December 31, 2019, approximately 25% are
underground and approximately 75% are overhead), 68 transmission switching substations, and 760 distribution substations, with a capacity of
approximately 32,000 MVA. At December 31, 2019, the Utility's natural gas system consisted of approximately 43,300 miles of distribution
pipelines, over 6,300 miles of backbone and local transmission pipelines, and various storage facilities. The Utility owns and operates eight natural
gas compressor stations on its backbone transmission system and one small station on its local transmission system that are used to move gas through
its pipelines.
The Utility is regulated primarily by the CPUC and the FERC. The CPUC has jurisdiction over the rates and terms and conditions of service for
the Utility's electric and natural gas distribution operations, electric generation, and natural gas transmission and storage services. The CPUC also has
exercised jurisdiction over the Utility's issuances of securities, dispositions of utility assets and facilities, energy purchases on behalf of the Utility's
electric and natural gas retail customers, rates of return, rates of depreciation, oversight of nuclear decommissioning, and aspects of the siting of
facilities used in providing electric and natural gas utility service. The Utility's ability to recover revenue requirements authorized by the CPUC in
these rate cases is independent, or "decoupled", from the volume of the Utility's sales of electricity and natural gas services. As a result, the Utility's
base revenues are not impacted by fluctuations in sales resulting from, for example, weather or economic conditions.
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On December 19, 2019, the CPUC issued a final decision that authorized the Utility's capital structure and rates of return for the Utility's
electric generation, electric and natural gas distribution, and natural gas transmission and storage rate base through 2023, consisting of 52% common
equity, 47.5% long-term debt, and

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0.5% preferred stock. The CPUC also set the authorized ROE through 2023 at 10.25% and reset the cost of debt to 5.16%. The CPUC also authorized
the continuation of an adjustment mechanism to allow the Utility's cost of debt and ROE to be adjusted if the utility bond index changes by certain
thresholds, which are reviewed annually. In the Utility's cost of capital proceedings, the Utility acknowledged that its cost of long-term debt for cost
of capital purposes may be different than the approved cost upon the Utility's emergence from the Chapter 11 Cases. To account for this possible
difference, the Utility proposed to update its cost of debt for cost of capital purposes for the period beginning after the Utility's emergence from the
Chapter 11 Cases to incorporate the costs of its exit financing, and the appropriate forward-looking forecast of debt costs for the remaining forecast
period. The CPUC found the Utility's proposal to be reasonable and adopted it.
The FERC has jurisdiction over the Utility's electric transmission revenue requirements and rates, the licensing of substantially all of the
Utility's hydroelectric generation facilities, and the interstate sale and transportation of natural gas. Under the formula rate mechanism, transmission
revenue requirements will be updated to the actual cost of service annually as part of the true-up process.
In addition, the Nuclear Regulatory Commission (the "NRC") oversees the licensing, construction, operation, and decommissioning of the
Utility's nuclear generation facilities.
The Utility provides natural gas transportation services to "core" customers (i.e., small commercial and residential customers) and to
"non-core" customers (i.e., industrial, large commercial, and natural gas-fired electric generation facilities) that are connected to the Utility's gas
system in its service territory. Core customers can purchase natural gas procurement service (i.e., natural gas supply) from either the Utility or
non-utility third-party gas procurement service providers (referred to as "core transport agents"). When core customers purchase gas supply from a
core transport agent, the Utility continues to provide gas delivery, metering and billing services to customers. When the Utility provides both
transportation and procurement services, the Utility refers to the combined service as "bundled" natural gas service. Currently, more than 97% of core
customers, representing approximately 82% of the annual core market demand, receive bundled natural gas service from the Utility.
The principal executive offices of PG&E Corporation and the Utility are located at 77 Beale Street, P.O. Box 770000, San Francisco, California
94177. PG&E Corporation's telephone number is (415) 973-1000 and the Utility's telephone number is (415) 973-7000. Our website address is
www.pge.com. The information contained on, or that can be accessed through, our website is not a part of this prospectus supplement. We have
included our website address in this prospectus supplement solely as an inactive textual reference.
Concurrent FMB Offering
Concurrently with this offering, the Utility is offering a combined $8.925 billion of first mortgage bonds (the "New Utility First Mortgage
Bonds") in the Concurrent FMB Offering pursuant to a separate prospectus supplement. The Utility expects to raise an aggregate of approximately
$11.925 billion of gross proceeds in cash through (i) the issuance of the New Utility First Mortgage Bonds pursuant to the Concurrent FMB Offering,
and (ii) borrowings pursuant to a senior secured term loan facility that it expects to enter into. Because the amount of the New Utility First Mortgage
Bonds to be issued pursuant to the Concurrent FMB Offering is more than $5.925 billion, the aggregate commitments of $4,500 million under the
senior secured term loan facility at the Effective Date will be reduced to $1,500 million. This prospectus supplement does not constitute an offer to
sell, or the solicitation of an offer to buy, any securities being offered in the Concurrent FMB Offering.
The Utility expects to deposit the aggregate net proceeds of the Concurrent FMB Offering, together with additional funds sufficient to fund a
redemption of the New Utility First Mortgage Bonds on September 14, 2020 into a segregated escrow account. The escrow account and all amounts
deposited therein will be pledged to

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secure the New Utility First Mortgage Bonds. Upon satisfaction of applicable escrow conditions, including the effectiveness of the Plan of
Reorganization, the New Utility First Mortgage Bonds will be secured by a first lien, subject to permitted liens, on substantially all of Utility's real
property and certain tangible personal property related to Utility's facilities.
The completion of this offering is not conditioned on the completion of the Concurrent FMB Offering by Utility, and the completion of the
Concurrent FMB Offering is not conditioned on the completion of this offering. However, the release of the aggregate net proceeds of this offering and
the Concurrent FMB Offering from escrow are each conditioned upon the waiver or satisfaction of the applicable escrow conditions, which conditions
include, among other things, the Debtors having obtained funding for the Reorganization.
Recent Developments
Approval of the Plan Financing Transactions
On June 11, 2020, the Bankruptcy Court entered an order authorizing PG&E Corporation and the Utility to enter into the Plan Financing
Transactions (as defined below), including issuing the Notes offered hereby. A form of an order confirming the Plan of Reorganization was filed with
the Bankruptcy Court on June 14, 2020 but has not yet been entered by the Bankruptcy Court. Following entry of an order confirming the Plan of
Reorganization by the Bankruptcy Court (the "Confirmation Order"), the Debtors will emerge from the Chapter 11 Cases on the effective date of the
Plan of Reorganization (the "Effective Date"). The Effective Date will not occur, and the Plan of Reorganization will not be consummated, unless and
until the Confirmation Order has been entered and the conditions to the occurrence of the Effective Date provided in the Plan of Reorganization have
been satisfied or duly waived pursuant to the terms of the Plan of Reorganization. There can be no assurance that the Effective Date will occur.
Plan Financing Transactions
As a condition to emergence and in order to effectuate the Reorganization, PG&E Corporation expects to raise an aggregate of $9.0 billion of
gross proceeds in cash through one or more equity financing transactions, and PG&E Corporation and the Utility expect to raise an aggregate of
$16.675 billion of gross proceeds in cash through one or more debt offerings, including the Notes offered hereby, and one or more other debt
financing transactions, including the entry into one or more credit facilities and/or term loans (collectively, the "Plan Financing Transactions").
PG&E Corporation and the Utility expect to enter into the following financing transactions as part of the Plan Financing Transactions:

·
PG&E Corporation expects to raise an aggregate of approximately $9.0 billion of gross proceeds in cash through the PIPE Transaction

(as defined below) and the issuance of common stock and/or other equity and/or equity-linked securities pursuant to one or more
offerings and/or private placements;

·
PG&E Corporation expects to raise an aggregate of approximately $4.75 billion of gross proceeds in cash through (i) the issuance of

senior secured notes pursuant to this offering, and (ii) borrowings pursuant to a senior secured term loan facility that it expects to enter
into; and

·
the Utility expects to issue approximately $8.925 billion of first mortgage bonds pursuant to the Concurrent FMB Offering.
Because PG&E Corporation expects to raise less than $3.75 billion in this offering of the Notes, the aggregate commitments of $1.0 billion
under such senior secured term loan facility will be increased to $2.75 billion. In addition, in the event that PG&E Corporation raises less than
$9.0 billion of gross proceeds from any offerings of equity and/or equity-linked securities, it expects to draw on the Equity Backstop Commitment
Letters in order to raise additional equity capital up to an amount equal to such shortfall.

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In addition to the foregoing, PG&E Corporation and the Utility expect to enter into the following financing transactions as part of the Plan
Financing Transactions:

·
PG&E Corporation expects to enter into a revolving credit agreement consisting of a $500.0 million revolving credit facility (anticipated

to be undrawn on the Effective Date);

·
the Utility expects to enter into a revolving credit agreement consisting of a $3.5 billion revolving credit facility (to the extent cash and
cash equivalents as of the Effective Date are insufficient for the purpose of funding the uses described under the heading "Uses of

Funds" under "Use of Proceeds", we expect to draw on the revolving credit agreement; in addition, availability thereunder will be
reduced by the amount of letters of credit that will be outstanding thereunder as of the Effective Date); and

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Document Outline

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