EX-99.1 2 exhibit991-122019.htm EX-99.1 Document

EXHIBIT 99.1

MONTHLY OPERATING REPORT
(GENERAL BUSINESS CASE)

SUMMARY OF FINANCIAL STATUS
MONTH ENDED:November 30, 2019PETITION DATE:January 29, 2019

1.
Debtors in possession (or trustee) hereby submit this Monthly Operating Report on the Accrual Basis of accounting (or if checked here the Office of the U.S. Trustee or the Court has approved the Cash Basis of Accounting for the Debtors).
Dollars reported in $ millions

2.Asset and Liability StructureEnd of CurrentEnd of Prior As of Petition
MonthMonth
Filing (1)
a. Current Assets$10,604  $11,457  $9,091  
b. Total Assets$85,396  $85,745  $79,809  
c. Current Liabilities$6,294  $6,832  $3,740  
d. Total Liabilities$76,274  $76,756  $66,888  

3.Statement of Cash Receipts & Disbursements for MonthEnd of Current MonthEnd of Prior MonthCumulative
(Case to Date)
a. Total Receipts$1,634  $2,086  $21,128  
b. Total Disbursements$(2,192) $(2,334) $(19,919) 
c. Excess (Deficiency) of Receipts Over Disbursements (a - b)$(558) $(248) $1,209  
d. Cash Balance Beginning of Month$2,677  $2,925  $910  
e. Cash Balance End of Month (c + d)$2,119  $2,677  $2,119  

End of Current MonthEnd of Prior Month
Cumulative
(Case to Date) (1)
4.Profit/(Loss) from the Statement of Operations$132  $ $(3,907) 
5.Account Receivables (Pre and Post-Petition)$4,724  $4,635  
6.Post-Petition Liabilities$4,630  $4,749  
7.
Past Due Post-Petition Account Payables (over 30 days) (2)
$—  $—  
(1) Data as of January 29, 2019 is not available, January 31, 2019 data used as Petition Date.
(2) In the ordinary course, in most instances the Debtors’ process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting the Debtors’ acknowledgment of the delivery of goods or completion of services).  That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete.  The Debtors are actively engaged on an ongoing basis with their supplier base to minimize the invoice matching and validation time frame.  To the best of the Debtors’ knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, the Debtors do not have any past due post-petition accounts payable as of November 30, 2019.

1


At the end of this reporting month: YesNo
8.Have any payments been made on pre-petition debt, other than payments in the normal course to secured creditors or lessors? (if yes, attach listing including date of payment, amount of payment and name of payee)ü
9.Have any payments been made to professionals? (if yes, attach listing including date of payment, amount of payment and name of payee)ü
10.If the answer is yes to 8 or 9, were all such payments approved by the court?ü
11.Have any payments been made to officers, insiders, shareholders, relatives? (if yes, attach listing including date of payment, amount and reason for payment, and name of payee)ü
12.Are the estates insured for replacement cost of assets and for general liability?ü
13.
Are a plan and disclosure statement on file? (1)
ü
14.
Was there any post-petition borrowing during this reporting period? (2)
ü

15.Check if paid:
Post-petition taxes:ü
U.S. Trustee Quarterly Fees:ü
Tax reporting and tax returns:ü
(Attach explanation, if post-petition taxes or U.S. Trustee Quarterly Fees are not paid current or if post-petition tax reporting and tax return filings are not current.)
(1) The Debtors filed with the Bankruptcy Court their Joint Chapter 11 Plan of Reorganization (the "Plan") on September 9, 2019. The Debtors thereafter amended the Plan on September 23, 2019 (Docket #3966), November 4, 2019 (Docket #4563) and December 12, 2019 (Docket#5101); however, the Debtors have not filed a Disclosure Statement.
(2) During the month of November 2019, the Debtors issued $5 million letters of credit.










I declare under penalty of perjury I have reviewed the above summary and attached financial statements, and after making reasonable inquiry believe these documents are correct.

Date:December 20, 2019/s/ DAVID S. THOMASON
David S. Thomason
Vice President, Controller, PG&E Corporation
Vice President, Chief Financial Officer and Controller, Pacific Gas and Electric Company

2


UNAUDITED STATEMENTS OF INCOME
FOR THE MONTH ENDED NOVEMBER 30, 2019
(in millions)
ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Operating Revenues 
Electric$984  $—  $984  
Natural gas360  —  360  
Total operating revenues1,344  —  1,344  
Operating Expenses
Cost of electricity203  —  203  
Cost of natural gas70  —  70  
Operating and maintenance634  (2) 632  
Depreciation, amortization, and decommissioning277  —  277  
Total operating expenses
1,184  (2) 1,182  
Operating Income160   162  
Interest income —   
Interest expense(29) —  (29) 
Other income, net19  —  19  
Reorganization items, netItem 15  (25) (3) (28) 
Income (Loss) Before Income Taxes132  (1) 131  
Income tax benefit(2) —  (2) 
Net Income (Loss)134  (1) 133  
Preferred stock dividend requirement —   
Income (Loss) Attributable to Common Stock$133  $(1) $132  

3


UNAUDITED STATEMENTS OF INCOME
PETITION DATE THROUGH NOVEMBER 30, 2019
(in millions)
ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Operating Revenues 
Electric$11,312  $—  $11,312  
Natural gas3,794  —  3,794  
Total operating revenues15,106  —  15,106  
Operating Expenses
Cost of electricity2,952  —  2,952  
Cost of natural gas623  —  623  
Operating and maintenance7,725  (21) 7,704  
Wildfire-related claims, net of insurance6,448  —  6,448  
Depreciation, amortization, and decommissioning2,987  (1) 2,986  
Total operating expenses
20,735  (22) 20,713  
Operating Income (Loss)(5,629) 22  (5,607) 
Interest income75   76  
Interest expense(259) (2) (261) 
Other income, net227  10  237  
Reorganization items, net
Item 15  (291) (25) (316) 
Income (Loss) Before Income Taxes(5,877)  (5,871) 
Income tax provision (benefit)(1,987) 11  (1,976) 
Net Loss(3,890) (5) (3,895) 
Preferred stock dividend requirement12  —  12  
Loss Attributable to Common Stock$(3,902) $(5) $(3,907) 


4


UNAUDITED BALANCE SHEETS
AS OF NOVEMBER 30, 2019

(in millions)ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
ASSETS 
Current Assets
Cash and cash equivalentsItems 10 and 11  $1,669  $448  $2,117  
Accounts receivable
Customers (net of allowance for doubtful accounts of $43)Item 4  1,137  —  1,137  
Accrued unbilled revenue878  —  878  
Regulatory balancing accounts1,918  —  1,918  
Other2,720  88  2,709  
Regulatory assets318  —  318  
InventoriesItem 3  
Gas stored underground and fuel oil111  —  111  
Materials and supplies543  —  543  
Income taxes receivable262   263  
Other600  10  610  
Total current assets10,156  547  10,604  
Property, Plant, and Equipment
Electric62,374  —  62,374  
Gas23,090  —  23,090  
Construction work in progress2,743  —  2,743  
Other Plant in Service18   20  
Total property, plant, and equipment88,225   88,227  
Accumulated depreciation(26,254) (2) (26,256) 
Net property, plant, and equipmentItem 7  61,971  —  61,971  
Other Noncurrent Assets
Regulatory assets5,836  —  5,836  
Nuclear decommissioning trusts3,143  —  3,143  
Operating lease right of use asset2,329   2,337  
Income taxes receivable67  84  151  
Other1,210  12,896  1,354  
Total other noncurrent assets12,585  12,988  12,821  
TOTAL ASSETS$84,712  $13,535  $85,396  

5


UNAUDITED BALANCE SHEETS
AS OF NOVEMBER 30, 2019

(in millions)ReferencePacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
LIABILITIES AND SHAREHOLDERS’ EQUITY 
Current Liabilities
Short-term borrowings$—  $—  $—  
Long-term debt, classified as current—  —  —  
Accounts payableItem 5
Trade creditors1,726   1,730  
Regulatory balancing accounts1,854  —  1,854  
Other665  21  588  
Operating lease liabilities553   556  
Disputed claims and customer refunds—  —  —  
Interest payable —   
Other1,568  (6) 1,562  
Total current liabilities
6,370  22  6,294  
Noncurrent Liabilities
Long-term debt—  —  —  
Debtor-in-possession financingItem 6  1,500  —  1,500  
Regulatory liabilities9,443  —  9,443  
Pension and other postretirement benefits1,952  —  1,952  
Asset retirement obligations6,299  —  6,299  
Deferred income taxesItem 8  1,795  (119) 1,676  
Operating lease liabilities1,776   1,781  
Other2,435  59  2,464  
Total noncurrent liabilities25,200  (55) 25,115  
Liabilities Subject to CompromiseItem 9  44,079  786  44,865  
Shareholders’ Equity
Preferred stock258  —  —  
Common stock1,322  13,046  13,026  
Additional paid-in capital8,550  —  —  
Reinvested earnings(1,067) (255) (4,147) 
Accumulated other comprehensive loss—  (9) (9) 
Total shareholders’ equity9,063  12,782  8,870  
Noncontrolling Interest - Preferred Stock of Subsidiary—  —  252  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
$84,712  $13,535  $85,396  

6


1. BASIS OF PRESENTATION

General

On January 29, 2019, PG&E Corporation (the “Corporation”) and its subsidiary, Pacific Gas and Electric Company (the “Utility”) (together with the Corporation, the “Debtors”), filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the U.S. Bankruptcy Court for the Northern District of California (the “Bankruptcy Court”). The Debtors’ Chapter 11 cases are being jointly administered under the caption In re: PG&E Corporation and Pacific Gas and Electric Company, Case No. 19-30088 (DM) (the “Chapter 11 Cases”). The Debtors continue to operate their businesses and manage their properties as debtors in possession pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. No trustee or examiner has been appointed in either of the Chapter 11 Cases.

On February 12, 2019, the United States Trustee (the “U.S. Trustee”) appointed an Official Committee of Unsecured Creditors (the “UCC”). On February 15, 2019, the U.S. Trustee appointed an Official Committee of Tort Claimants (the “TCC”).

Debtor-in-Possession Financial Statements

Financial Accounting Standards Board Accounting Standards Codification 852 (Reorganizations) (“ASC 852”), which is applicable to companies in Chapter 11, requires that financial statements for periods after the filing of a Chapter 11 petition distinguish transactions and events that are directly associated with the reorganization from the ongoing operations of the business. The financial statements have been prepared in accordance with ASC 852. The accompanying financial statements have been prepared solely for purposes of complying with the monthly operating requirements applicable in the Debtors’ Chapter 11 Cases (the “Monthly Operating Reports”). The Debtors caution investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Reports, which was not prepared for the purpose of providing the basis for an investment decision relating to any securities of the Debtors.

The financial information contained in the Monthly Operating Reports is unaudited, limited in scope, and as such, has not been subject to procedures that would typically be applied to financial statements in accordance with accounting principles generally accepted in the United States of America. The Monthly Operating Reports should not be relied upon by any persons for information relating to current or future financial condition, events, or performance of the Corporation and the Utility and any of their non-debtor subsidiaries, as the results of operations contained in the Monthly Operating Reports are not necessarily indicative of results which may be expected for any other period or for the full year, and may not necessarily reflect the combined results of operations, financial position, and schedule of receipts and disbursements in the future. These unaudited financial statements were prepared using certain assumptions and estimates.  These assumptions and estimates are subject to revision.  Further, the amounts shown in this statement may differ materially due to adjustments in accruals, changes in facts and circumstances, changes in estimates, further analysis, and other factors.

The Utility’s unaudited financial statements reflected under the column “Pacific Gas and Electric Company” are presented on a consolidated basis and include the accounts of the Utility and the following subsidiaries of the Utility that individually and in aggregate are immaterial: Eureka Energy Company, Midway Power, LLC, Pacific Energy Fuels Company, and Standard Pacific Gas Line Incorporated.

The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” are presented on a consolidated basis and include the accounts of the following subsidiaries of the Corporation that individually and in aggregate are immaterial: PCG Capital, Inc., PG&E Corporation Support Services, Inc., and PG&E Corporation Support Services II, Inc.  The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation” exclude the accounts of the Utility.

The Corporation’s unaudited financial statements reflected under the column “PG&E Corporation, Consolidated” are presented on a consolidated basis and include the accounts of the Corporation, the Utility, and other wholly owned and controlled subsidiaries.

These unaudited financial statements differ from the requirements of generally accepted accounting principles in that they exclude certain financial statements (statements of cash flows, shareholders’ equity, and other comprehensive income), relevant footnotes and certain reclassifications.

7


Liabilities Subject to Compromise

As a result of the Chapter 11 Cases, the payment of pre-petition indebtedness is subject to compromise or other treatment under a plan of reorganization. The determination of how liabilities will ultimately be settled or treated cannot be made until the Bankruptcy Court confirms a Chapter 11 plan of reorganization and such plan becomes effective. Accordingly, the ultimate amount of such liabilities is not determinable at this time. ASC 852 requires pre-petition liabilities that are subject to compromise to be reported at the amounts expected to be allowed, even if they may be settled for lesser amounts. The amounts currently classified as liabilities subject to compromise are preliminary and may be subject to future adjustments depending on the Bankruptcy Court actions, further developments with respect to disputed claims, determinations of the secured status of certain claims, the values of any collateral securing such claims, rejection of executory contracts, continued reconciliation or other events.

Reorganization Items

ASC 852 requires expenses and income directly associated with the Chapter 11 Cases to be reported separately in the income statement. Reorganization items are reported net and include expenses related to legal advisory and representation services, other professional consulting and advisory services, debtor-in-possession financing fees and changes in liabilities subject to compromise recognized as there are changes in amounts expected to be allowed, net of interest income.

Post-Petition Liabilities

Post-petition liabilities reflected in the Monthly Operating Report include Accounts payable – trade creditors, Accounts payable – other, and Other current liabilities, excluding amounts pertaining to regulatory liabilities.

2. CHAPTER 11 FILING

On January 29, 2019, the Debtors filed the Chapter 11 Cases with the Bankruptcy Court. The Debtors continue to operate their businesses as debtors in possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

On January 31, 2019, the Bankruptcy Court approved, on an interim basis, certain motions (the “First Day Motions”) authorizing, but not directing, the Debtors to, among other things, (a) secure $5.5 billion of debtor-in-possession financing; (b) continue to use and the Debtors’ cash management system; and (c) pay certain pre-petition claims relating to (i) certain safety, reliability, outage, and nuclear facility suppliers; (ii) shippers, warehousemen, and other lien claimants; (iii) taxes; (iv) employee wages, salaries, and other compensation and benefits; and (v) customer programs, including public purpose programs. The First Day Motions were subsequently approved by the Bankruptcy Court on a final basis at hearings on February 27, 2019, March 12, 2019, March 13, 2019, and March 27, 2019.

On July 1, 2019, the Bankruptcy Court entered an order approving a deadline of October 21, 2019, at 5:00 p.m. (Pacific Time) (the “Bar Date”) for filing claims against the Debtors relating to the period prior to the Petition Date. The Bar Date is subject to certain exceptions, including for claims arising under section 503(b)(9) of the Bankruptcy Code, the bar date for which occurred on April 22, 2019. The Bankruptcy Court also approved the Debtors’ plan to provide notice of the Bar Date to parties in interest, including potential wildfire-related claimants and other potential creditors. On November 11, 2019, the Bankruptcy Court entered an order [Docket No. 4672] approving a stipulation between the Debtors and the TCC to extend the Bar Date for unfiled, non-governmental fire claimants to December 31, 2019, at 5:00 p.m. (Pacific Time).

On December 6, 2019, the Debtors agreed to a settlement (the "TCC Settlement") with the TCC and with firms representing individual claimants who sustained losses from the 2015 Butte fire, 2017 Northern California wildfires and 2018 Camp fire. The TCC Settlement agreement is valued at approximately $13.5 billion and has the support of the TCC. The TCC Settlement will resolve all claims arising from those fires, including the 2017 Tubbs fire as well as all claims arising from the 2016 Ghost Ship fire in Oakland (other than insurance subrogation claims relating to the 2017 Northern California wildfires and the 2018 Camp fire, and the claims of certain local public entities that have entered into Plan Support Agreements with the Debtors).
The TCC Settlement is subject to a number of conditions and is to be implemented pursuant to the Plan, which is subject to confirmation by the Bankruptcy Court in accordance with the provisions of the Bankruptcy Code.

At a hearing on December 17, 2019, the Bankruptcy Court indicated that it would approve the TCC Settlement, as well as the Debtors’ settlement with certain holders of insurance subrogation claims to resolve all insurance subrogation claims arising from the 2017 Northern California wildfires and the 2018 Camp fire.

8


For additional information regarding the Chapter 11 Cases, refer to the website maintained by Prime Clerk, LLC, the Company’s claims and noticing agent, at http://restructuring.primeclerk.com/pge, as well as to the Debtors' annual report on Form 10-K for the year ended December 31, 2018, their joint quarterly reports on Form 10-Q for the quarters ended March 31, 2019, June 30, 2019 and September 30, 2019, and other reports filed with the SEC, which are available on PG&E Corporation's website at www.pgecorp.com and on the SEC website at www.sec.gov.  The Debtors also routinely post or provide links to certain documents and information related to the Chapter 11 Cases at http://investor.pgecorp.com, under the “Chapter 11” tab.

3. INVENTORY

Inventories are carried at weighted-average cost and include natural gas stored underground as well as materials and supplies.  Natural gas stored underground is recorded to inventory when injected and then expensed as the gas is withdrawn for distribution to customers or to be used as fuel for electric generation.  Materials and supplies are recorded to inventory when purchased and expensed or capitalized to plant, as appropriate, when consumed or installed.

4. ACCOUNTS RECEIVABLE

The following reflects the balance of the Utility’s Accounts receivable – Customers as of November 30, 2019:
(in millions)Accounts Receivable – Customers (Pre and Post-Petition)
Receivables Aging
0 -30 Days$639  
31-60 Days145  
61-90 Days72  
91+ Days173  
Unmailed invoices125  
Total accounts receivable – Customers1,154  
Other (1)
26  
Allowance for doubtful accounts(43) 
Accounts receivable – Customers (net)$1,137  
(1) Represents Department of Water Resources bond charge, credit balance reclassification, and unidentified receipts.

5. ACCOUNTS PAYABLE

To the best of the Debtors’ knowledge, all undisputed, validated post-petition accounts payable have been and are being paid under agreed-upon payment terms.

In the ordinary course, in most instances the Debtors’ process for validating items for payment to suppliers requires the matching of a vendor invoice with a purchase order and, additionally, with a goods receipt (reflecting the Debtors’ acknowledgment of the delivery of goods or completion of services).  That matching process extends the timeline for a vendor invoice to be cleared for payment until such time as the validation operation is fully complete.  The Debtors are actively engaged on an ongoing basis with its supplier base to minimize the invoice matching and validation time frame.  To the best of the Debtors’ knowledge, in all instances where the invoice matching process has been satisfactorily completed for post-petition vendor activity, the Debtors do not have any past due post-petition accounts payable as of November 30, 2019.

9


6. DEBTOR-IN-POSSESSION (“DIP”) FINANCING

The following table summarizes the Corporation’s and the Utility’s outstanding borrowings and availability under their DIP credit facilities at November 30, 2019:
(in millions)Aggregate LimitTerm Loan BorrowingsRevolver BorrowingsLetters of Credit OutstandingAggregate Availability
PG&E Corporation$—  $—  $—  $—  $—  
Utility5,500  
(1)
1,500  —  718  3,282  
Total DIP credit facilities$5,500  $1,500  $—  $718  $3,282  
(1) Includes $1.5 billion of letter of credit subfacility.

7. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment are reported at the lower of their historical cost less accumulated depreciation or fair value.  Historical costs include labor and materials, construction overhead, and allowance for funds used during construction.  PG&E Corporation Consolidated balances of its property, plant, and equipment were as follows at November 30, 2019:
(in millions)PG&E Corporation Consolidated
Electric (1)
$62,374  
Gas23,090  
Construction work in progress2,743  
Other Plant in Service20  
Total property, plant, and equipment88,227  
Accumulated depreciation(26,256) 
Net property, plant, and equipment
$61,971  
(1) Balance includes nuclear fuel inventories.  Stored nuclear fuel inventory is stated at weighted-average cost.  Nuclear fuel in the reactor is expensed as it is used based on the amount of energy output. 

8. PAYMENT OF TAXES

To the best of the Debtors’ knowledge, the Corporation and the Utility are current on all taxes payable.

9. LIABILITIES SUBJECT TO COMPROMISE

The following reflects the balance of liabilities subject to compromise (“LSTC”) as of November 30, 2019:
(in millions)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Financing Debt (1)
$21,813  $650  $22,463  
Wildfire-related Claims(2)
20,560  —  20,560  
Trade creditors1,237   1,241  
Non-qualified benefit plan18  130  148  
2001 bankruptcy disputed claims221  —  221  
Customer deposits & advances70  —  70  
Others160   162  
Total Liabilities Subject to Compromise$44,079  $786  $44,865  
(1) At November 30, 2019, the Debtors had $650 million and $21,526 million in aggregate principal amount of pre-petition indebtedness, respectively. Utility pre-petition financing debt also includes $287 million of accrued contractual interest to the Petition Date.
(2) Wildfire-related claims include aggregate liability accruals of $12.9 billion for the 2018 Camp fire, $7.5 billion for the 2017 Northern California wildfires and $212 million for the Butte fire and is shown net of $100 million deposited into the Wildfire Assistance Fund on August 2, 2019 in connection with potential liabilities related to the 2018 Camp fire and the 2017 Northern California wildfires. For additional information on pre-petition wildfire-related claims reported as LSTC, please see Note 10 of the Notes to the Condensed Consolidated Financial Statements in the Debtors’ joint quarterly report on Form 10-Q for the three months ended September 30, 2019.


10


10. RECAPITULATION OF FUNDS HELD AT END OF MONTH

The following reflects the bank balances of the Corporation and the Utility as of November 30, 2019:
Legal EntityBankAccount No.Balance, End of Month (in ones) 
PG&E CorporationThe Bank of New York Mellon8400$448,000,000  
PG&E CorporationThe Bank of New York Mellon9023479,063  
PG&E CorporationBank of America7107—  
PG&E CorporationThe Bank of New York Mellon4558—  
PG&E CorporationUnion Bank of California9557737  
PG&E CorporationBank of America0X30—  
PG&E CorporationBarclays Capital Inc.1362—  
PG&E CorporationBNP Paribas0652—  
PG&E CorporationCitigroup Global Markets0473—  
PG&E CorporationGoldman, Sachs & Co0609—  
PG&E CorporationJP Morgan Chase Bank, N.A.0698—  
PG&E CorporationMerrill Lynch0X30—  
PG&E CorporationMitsubishi UFJ Securities USA, INC.0189—  
PG&E CorporationMorgan Stanley / ISG Operations4966—  
PG&E CorporationRBC Capital Markets2226—  
PG&E CorporationWells Fargo Securities, LLC7221—  
PG&E CorporationBank of America7981—  
PG&E CorporationThe Bank of New York Mellon9946—  
Pacific Gas & Electric CompanyThe Bank of New York Mellon84001,409,500,000  
Pacific Gas & Electric CompanyUnion Bank of California5581251,687,308  
Pacific Gas & Electric CompanyCitibank N. A.2091465,802  
Pacific Gas & Electric CompanyBank of America3212496,894  
Pacific Gas & Electric CompanyThe Bank of New York Mellon9994456,112  
Pacific Gas & Electric CompanyThe Bank of New York Mellon7822—  
Pacific Gas & Electric CompanyThe Bank of New York Mellon5477—  
Pacific Gas & Electric CompanyRoyal Bank of Canada0446220,352  
Pacific Gas & Electric CompanyBank of America7115—  
Pacific Gas & Electric CompanyU.S. Bank2311629,061  
Pacific Gas & Electric CompanyBank of America298846,728  
Pacific Gas & Electric CompanyThe Bank of New York Mellon3044—  
Pacific Gas & Electric CompanyBank of America2302713,757  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas4XL93,040  
Pacific Gas & Electric CompanyThe Bank of New York Mellon41221,000  
Pacific Gas & Electric CompanyThe Bank of New York Mellon3532—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.11—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.7—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.2—  
Pacific Gas & Electric CompanyBank of America0817—  
Pacific Gas & Electric CompanyBank of America1675—  
Pacific Gas & Electric CompanyCitibank N. A.0901—  
Pacific Gas & Electric CompanyCitibank N. A.1958—  
Pacific Gas & Electric CompanyCitibank N. A.2316—  
11


Pacific Gas & Electric CompanyCitigroup Global Markets6473—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.1—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.1—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.11—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.12—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.13—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.14—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.15—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas54.16—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.2—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.3—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.4—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.5—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.6—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.7—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.8—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas854.9—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.10—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas43.12—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.6—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas543.8—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.1—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.10—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.11—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.12—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.13—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.14—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.15—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.16—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.17—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.18—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.19—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.20—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.21—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.22—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.23—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas50.24—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.3—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.4—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.5—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.6—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.7—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.8—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas550.9—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas387.1—  
Pacific Gas & Electric CompanyDeutsche Bank Trust Company Americas7110—  
Pacific Gas & Electric CompanyThe Bank of New York Mellon8400247,602  
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Pacific Gas & Electric CompanyThe Bank of New York Mellon854448  
Pacific Gas & Electric CompanyThe Bank of New York Mellon99904,943,513  
Pacific Gas & Electric CompanyThe Bank of New York Mellon4017—  
Pacific Gas & Electric CompanyThe Bank of New York Mellon0143—  
Pacific Gas & Electric CompanyWells Fargo Bank N.A.9578—  
Pacific Gas & Electric CompanyThe Bank of New York Mellon9978—  
Pacific Gas & Electric CompanyU.S. Bank50001,001,514  
Pacific Gas & Electric CompanyBank of America2520—  
Total Funds on Hand for all Accounts (1)(2)(3)(4)
$2,118,892,531  
(1) Schedule does not include Wells Fargo accounts 5300 and 5400; these accounts are held by grantor trusts relating to post-service benefits to directors, officers, and other highly paid employees, which have a combined value of $175,783,359. The grantor trusts are considered assets of the Corporation subject to creditor claims.
(2) Bank account RBS 066002141 is no longer listed above, as the account had been closed for a significant period of time prior to the Petition Date.
(3) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.
(4) Bank accounts Bank of America 7981 and 1675 and BNY Mellon 9946 were closed as of November 30, 2019.

11. CASH RECEIPTS AND DISBURSEMENTS

The following reflects the cash receipts and disbursements of the Corporation and the Utility for the month ended November 30, 2019:
(in ones)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Beginning Cash (1)(2)
$2,232,377,025  $444,929,855  $2,677,306,880  
Total receipts (3)
1,625,648,518  7,769,152  1,633,417,670  
Total disbursements (3)
(2,187,612,810) (4,219,209) (2,191,832,019) 
DIP borrowing and repayments, net (net of fees)—  —  —  
Total Change in Cash(561,964,292) 3,549,943  (558,414,349) 
Ending Cash (1)(2)
$1,670,412,733  $448,479,798  $2,118,892,531  
(1) Calculated using balance per bank.
(2) Balances will not tie to the Balance Sheets as they are per bank and due to the exclusion of non-debtor bank accounts.
(3) Includes intercompany receipts and disbursements between the Corporation and the Utility.

12.  PAYMENTS ON PRE-PETITION DEBT

The following reflects the payments for the month ended November 30, 2019 made in accordance with the authority granted by the Bankruptcy Court pursuant to the First Day Motions.
(in millions)Disbursed in Month
First Day Motions
Operational Integrity Supplier$ 
Cash Management—  
NGX - CAISO—  
Public Purpose Programs 
Shippers / Liens—  
Tax 
Employee Wage and Benefits—  
Insurance—  
503(b)(9) (1)
—  
Total$ 
(1) Pursuant to the Operational Integrity Motion Debtors are allowed to pay valid 503(b)(9) claims.

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13.  PAYMENTS FOR RETAINED PROFESSIONALS

The following reflects payments made to retained bankruptcy professionals during the month ended November 30, 2019.

(in ones)
NamePayment DateTotal Payments for the Month
AP Services, LLP11/5/19, 11/28/19$8,985,926  
Axiom Advisors Inc.11/29/2019100,242  
Baker & Hostetler LLP11/1/19, 11/21/19, 11/27/193,376,907  
Berman And Todderud PLLP11/6/19, 11/29/19235,887  
Coblentz Patch Duffy & Bass LLP11/4/19, 11/7/19127,173  
Development Specialists Inc.11/20/2019332,843  
FTI Consulting Inc.11/8/20191,376,903  
Keller & Benvenutti LLP11/6/2019157,471  
KPMG LLP11/15/19, 11/28/19942,346  
Lincoln International LP11/21/2019840,276  
Milbank LLP11/16/19, 11/22/191,647,044  
PricewaterhouseCoopers LLP11/20/2019625,602  
Simpson Thacher & Bartlett LLP11/18/2019545,423  
Trident DMG LLC11/6/19, 11/21/19, 11/29/19105,194  
Weil Gotshal & Manges LLP11/6/20192,450,796  
Willis Towers Watson US LLC11/14/19, 11/23/19, 11/28/1981,502  
Total$21,931,535  

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14.  PAYMENTS TO INSIDERS

The following reflects the cash payments made to insiders of the Corporation and the Utility during the month ended November 30, 2019.

Section 16 officers of the Corporation and/or the Utility.
(in ones)
Total Payments for Month (1)
Name
Title
Loraine M. GiammonaSenior Vice President and Chief Customer Officer, Pacific Gas and Electric Company42,083  
William D. JohnsonChief Executive Officer and President, PG&E Corporation209,700  
(2)
Julie M. KaneSenior Vice President, Chief Ethics and Compliance Officer, and Deputy General Counsel, PG&E Corporation and Pacific Gas and Electric Company39,433  
Kathleen B. KaySenior Vice President and Chief Information Officer, Pacific Gas and Electric Company34,583  
Michael A. LewisSenior Vice President, Electric Operations, Pacific Gas and Electric Company44,167  
Janet C. LoducaSenior Vice President and General Counsel, PG&E Corporation and Pacific Gas and Electric Company47,917  
Dinyar B. MistrySenior Vice President, Human Resources and Shared Services, PG&E Corporation and Pacific Gas and Electric Company47,083  
John R. SimonExecutive Vice President, Law, Strategy, and Policy, PG&E Corporation57,917  
David S. ThomasonVice President, Chief Financial Officer, and Controller, Pacific Gas and Electric Company
Vice President and Controller, PG&E Corporation
27,083  
Andrew M. VeseyChief Executive Officer and President, Pacific Gas and Electric Company105,333  
(3)
Fong WanSenior Vice President, Energy Policy and Procurement, Pacific Gas and Electric Company34,483  
Jason P. WellsExecutive Vice President and Chief Financial Officer, PG&E Corporation52,500  
James M. WelschSenior Vice President and Chief Nuclear Officer, Pacific Gas and Electric Company45,417  
(1) Payments primarily consist of salary.
(2) Includes relocation pay of $1,367 paid in November 2019.
(3) Includes relocation pay of $22,000 paid in November 2019.


Current Non-Employee Boards of Directors Members

Employee directors of the Corporation and the Utility do not receive compensation for their service on either Board and the committees of either Boards. Non-employee directors of the Corporation and the Utility receive annual retainers and fees for serving on the Boards of Directors and their respective committees, which are paid quarterly.

The following retainers are provided to each director who was not an employee of PG&E Corporation or the Utility for service on the Boards and their permanent standing committees.

Board Retainer$30,000 per quarter ($120,000 annually)
PG&E Corporation Board Chair (non-executive)$25,000 per quarter ($100,000 annually)
Utility Board Chair (non-executive)$7,500 per quarter ($30,000 annually)
Lead Director Retainer$12,500 per quarter ($50,000 annually)
Committee Chair Retainers$3,750 per quarter ($15,000 annually)
Other than:
Audit: $12,500 per quarter ($50,000 annually)
Compensation: $5,000 per quarter ($20,000 annually)

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Non-employee directors also were entitled to receive annual awards of stock-based compensation. However, in connection with the Chapter 11 Cases, equity grants were suspended unless approval is obtained from the Bankruptcy Court. On October 19, 2019, the Debtors' joint motion with the Bankruptcy Court seeking approval of certain proposed changes to non-employee director compensation was approved. For more information regarding non-employee director compensation, see the Corporation and the Utility’s joint proxy statement filed with the Securities and Exchange Commission on May 17, 2019.

On October 11, 2019, each of the Boards of Directors of the Corporation and the Utility elected William L. Smith and John M. Woolard as directors to its respective company, effective immediately. The following table summarizes the principal components of compensation paid or granted to individuals for their service as non-employee directors of PG&E Corporation and the Utility during the month ended November 30, 2019. No payments to other Boards of Director members were made in November 2019.

(in ones)
Name
Director Since
Board Committees (1)
Total Payments
William L. SmithOctober 2019Compensation; Finance; Safety and Nuclear Oversight$26,740  
John M. WoolardOctober 2019Compliance and Public Policy; Nominating and Governance26,740  
(1) On December 11, 2019, William L. Smith was appointed to serve as a member of the Compensation Committee of the Corporation, the Finance Committee of the Corporation and the Safety and Nuclear Oversight Committees of each of the Corporation and the Utility, effective immediately. Also on December 11, 2019, John M. Woolard was appointed to serve as a member of the Compliance and Public Policy Committee of the Corporation and the Nominating and Governance Committee of the Corporation, effective immediately.

15.  REORGANIZATION ITEMS

The following reflects reorganization items, net, post-petition through November 30, 2019:
(in millions)Pacific Gas & Electric CompanyPG&E CorporationPG&E Corporation Consolidated
Debtor-in-possession financing costs$97  $17  $114  
Legal and other (1)
242  17  259  
Interest income(48) (9) (57) 
Adjustments to LSTC —  —  —  
Total reorganization items, net$291  $25  $316  
(1) At November 30, 2019, the Corporation and the Utility incurred $833,645 and $1,083,950, respectively, in fees to the U.S. Trustee.

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