PCG PG&E Corporation

As previously reported, on February 18, 2020, the Debtors filed certain projections with the Bankruptcy Court, as an exhibit to their previously filed disclosure statement filed pursuant to section 1125 of the Bankruptcy Code. On March 9, 2020, the Debtors jointly filed a revised disclosure statement and revised financial projections (“Revised Financial Projections”) exhibit to same with the Bankruptcy Court.

A copy of the Revised Financial Projections is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in Exhibit 99.1 includes certain unaudited financial data and certain financial projections for the fiscal years ending December 31, 2020 through December 31, 2024 that are preliminary and may change including as described in Exhibit 99.1. While presented with numerical specificity, the Revised Financial Projections are approximations based upon a variety of estimates and assumptions subject to significant business, economic, and competitive uncertainties and contingencies, many of which are beyond the Debtors’ control. Actual results may vary materially from those presented.  The Revised Financial Projections contain forward-looking statements that are not historical facts, including statements about the beliefs, expectations, estimates, future plans and strategies of the Debtors, as well as forecasts based on the Debtors' plan of reorganization, which reflects settlements reached with various parties, regarding settlement of liabilities in connection with the 2018 Camp fire, 2017 Northern California wildfires and the 2015 Butte fire, the confirmation of the plan of reorganization, the continuing availability of sufficient borrowing capacity or other financing to fund operations, the Utility’s participation in the statewide wildfire fund created by California Assembly Bill 1054, the Debtors’ anticipated sources and uses upon emergence from Chapter 11, the outcome of regulatory cases and the effect on earnings of such cases, projections of wildfire-related expenditures, anticipated regulatory and legislative policy, anticipated capital expenditures of the Debtors, anticipated costs of operations of the Debtors, efficiency initiatives, dividend payments (both Utility preferred stock and Corporation common stock), credit ratings and the various assumptions described in detail therein. These statements are based on current expectations and assumptions, which management believes are reasonable, and on information currently available to management, but are necessarily subject to various risks and uncertainties. However, because this information is highly subjective, it should not be relied on as indicative of future results. The Debtors do not undertake any obligation to publicly update the projections to reflect circumstances existing after the date when the projections were made or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the projections are shown to be in error. As a result of the foregoing considerations and other limitations, including those described below under “Forward-Looking Statements,” you are cautioned not to place undue reliance on the financial data included in this Item 7.01, including Exhibit 99.1.

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Non-GAAP Measures

The information in Exhibit 99.1 includes certain financial measures that are not prepared in accordance with GAAP, including “non-GAAP core earnings”, in order to provide measures that allow investors to compare the underlying financial performance of the business from one period to another, exclusive of non-core items. “Non-GAAP core earnings” is a non-GAAP financial measure and is calculated as income available for common shareholders less non-core items. “Non-core items” include items that the management of the Debtors does not consider representative of ongoing earnings and affect comparability of financial results between periods. The Debtors use non-GAAP core earnings to understand and compare operating results across reporting periods for various purposes including internal budgeting and forecasting, short- and long-term operating planning, and employee incentive compensation. The Debtors believe that non-GAAP core earnings provide additional insight into the underlying trends of the business, allowing for a better comparison against historical results and expectations for future performance.

Because Non-GAAP core earnings is not a measurement determined in accordance with GAAP and is susceptible to varying calculations, such a measure may not be comparable to other similarly titled measures presented by other companies. Non-GAAP core earnings is not a substitute or alternative for GAAP measures such as consolidated income available for common shareholders.