Exhibit 3-B

Strategic Analysis Engagement Letter

REDACTED VERSION OF EXHIBIT

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Contract Work Authorization (CWA) - P G&E Law Dept. 

MATTER NO. 1807444 

(PG&E Law Department) 

TOTAL PAGE COUNT: Page 1 of 22 

CONSULTANT or CONTRACTOR PrlcewaterhouseCoopers. LLP 

LEGAL NAME: 3 Embarcadero Center 

ADDRESS: San Francisco, CA 94111-4004 

CONSULTANT Morris Jones 

REPRESENTATIVE NAME: 

PG&E CONTRACT Law Department Budget Group and Brian Wong 

ADMINISTRATOR: 

PHONE: 

PROJECT TITLE: Project Falcon 

PG&E WORK SUPERVISOR: Brian Wong 

PHONE: 

DATE PREPARED: 12/11 /2018 

PREPARED BY: PG&E Law Department 

REQUIRED START DATE: 12/1/2018 

Contractor shall commence 

performance hereof when 

authorized to do so by PG&E. 

REQUIRED COMPLETION DATE: 3/31/2019 

CWA PRICING: TOTAL: $5,000,000 

I2 NOT TO EXCEED 

• FIRM FIXED PRICE 

• 

Send ORIGINAL Invoice to GenlCnslLawPavmentProcessinaGrouniS loae.com or mail to: 

PG&E Law Department 

PO Box 7133 

San Francisco, CA 94120-7133 

Copy of Invoice Brian Wong 

Attention 77 Beaie Street, Mail Code B30A 

Address San pranoi3CO| ca 94105 

DESCRIPTION OF WORK All related work and information associated with the pr< 

SUMMARY: 

ALL WORK PERFORMED UNDER THIS CON! 

LAW DEPARTMENT. ACCORDINGLY, ALL C 

ARE INTENDED TO BE PRIVILEGED AND CO 

WORK PERFORMED UNDER THIS CONTRAC' 

DEPARTMENT. 

DESCRIPTION OF WORK: 

See Exhibit A - STATEMENT OF WORK. The terms of Master Sen/ices Agreement 4400011 

are Incorporated herein by reference. 

Page 1 of2 

|ect is detailed In Exhibit 1, Statement of Work. 

RACT IS AT THE DIRECTION OF THE PG&E 

OMMUNICATIONS REGARDING THIS WORK 

NFIDENTIAL. ALL RESULTS PERTAINING TO 

r SHALL BE SUBMITTED TO THE PG&E LAW 

341 between PG&E and PricewaterhouseCoopers LLP 

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Aulliorizucl l:y: t-or PG&E Accepted by: Put Consultant 01 Con,ractor 

Signature 

Date 

Signature X J 

Date 

OMM 

Janet Loduca 

Senior VP and Deputy General Counsel 

Typo or Print Namo 

Morris Jones 

Partner 

Typo or Print Name 

NOTE: ALL WORK PERFORMED UNDER THIS CONTRACT IS AT THE DIRECTION OF THE PG&E LAW 

DEPARTMENT ACCORDINGLY, ALL COMMUNICATIONS REGARDING THIS WORK ARE INTENDED TO 

BE PRIVILEGED AND CONFIDENTIAL ALL RESULTS PERTAINING TO WORK PERFORMED UNDER 

THIS CONTRACT SHALL BE SUBMITTED TO THE PG&E LAW DEPARTMENT. 

Notwithstanding any other payment terms in Master Services Agreement 4400011341 between PG&E and 

PricewaterhouseCoopers LLP, all invoices for work performed hereunder shall be submitted directly to the PG&E Law 

Department for payment 

Contractor shall ensure that it has compiled with all applicable requirements for an alternate work schedule in 

accordance with California Labor Codes Please refer to California Department of Labor Relations located at 

wwwdlr ca.gov 

Page 2 of2 

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December 10,2018 

Brian Wong 

Pacific Gas and Electric Company 

77 Beale Street 

San Francisco, CA 94105 

Dear Mr. Wong: 

This addendum to the engagement letter (the "Engagement Letter") between Pacific Gas and Electric 

Company and PricewaterhouseCoopers LLP, a Delaware limited liability partnership ("PwC") dated 

June 12,2018 is fully incorporated therein. All terms used in this addendum but not otherwise 

defined will have the same meaning as in the Engagement Letter. 

The purpose of this addendum is to confirm the parties' understanding of the following additional 

Services, the timing of which will conform to the Company's strategies and priorities. The Services 

will include holding discussions with certain officers, employee: 

("PG&E, "Company"), performing financial analysis of the histo :ical results and trends of the 

Company, reading and providing comments on information pre pared by management to be provided 

tolHi^m providing advice on Client's preparation of a data room, advising on the various 

tax aspects of the proposed|^|^B structure, and performing certain other Services which will 

follow those outlined below. 

Additional Services 

PMO Works tream: | 

Support 

IProgram Management Office and Operational 

• Create the fl^BProject Management Office overall governance structure, 

including establishing a project organizational structure with PG&E leadership and PwC 

support across deal team workstreams, meeting cademje, progres^racking / reporting, 

and helping form a decision authority. We plan to providcjH||^^Hmanagement 

oversight to the functional worlcstream leads, and othejr^^^^^fspecific 

stakeholders involved with the ^^^^Jactivities; 

• Following the PG&E PMO leader's initial kickoff session design and facilitate working 

sessions, as required with deal working teams and/or functional separation teams to 

help launch and coordinate activities (i.eL, a "luck-off' meeting). These 

working sessions are designed to continue momentum i n ^|^^|^|planning 

process by conducting planning workshops to review dt al objectives,! 

methodology, timelines and tools based on PwC's past experiences; 

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Provide example l^m^^lanning frameworks ans based on industry leading an^ P* 

practices to be used during the functional break-out sess ions to customize and 

document outputs (e.g., I^^V^^'Haves", milestones and timelines, assumptions, 

and next steps); 

Assess output of each of the functional workshops to he 

provide guidance and recommendations to managemen 

practices; 

p prioritize key findings and 

based on industry leading 

Assist the PG&E project teams and deals sponsor in cooi dinating and tracking progress 

amongst functional teams in order to provide program-^ vide visibility of timing and 

status or progress. In addition, strengthen accountabili y for each task and activity 

related to |[|||^^^|planning in the various workstreai is; 

Support PG&Es PMO with proactive issue identification, escalation and assistance in 

resolving issues and Management's determined criticalH^^^Hlecisions; 

Support the regular status updates withPM01eader(s), 

party service providers supporting the|mactivi 

the executive sponsors; and 

Use the status reports provided by the Client's function; 1 leads to measure and provide 

feedback on progress and achievement of overall ^^|feHobjectives, milestones, 

functional leads and other third 

:ies and bi-weekly updates for 

issues and dependencies and recommended actions bas 

and criteria 

~IService Agreement Support: 

Develop^Hlaunch discussion documents to kick-start 

outline development steps, expectations and timing; 

id on Client's stated objectives 

Leverage each functional areas entanglement lo: 

entanglements captured between PG&E ~~ 

services to be included as part of the PG&E 

services that may be provided by 

the^Hdevelopment process, 

torevijew and confirm cross-functional 

Recommend the schedule of 

including any potential 

G&E; 

Provide recommendations on terms and conditions, governance, and other potential 

risk areas that may be encountered during the executioi 

PwC's experience and industry best practices; 

Provide comments on service levels for consideration in the 

methods to monitor how PG&E provisions I 

of thei^Kervices based on 

[ including alternative 

Evaluate the current cost allocation methodology and c< 

potential ^Bfeervice fee structure so that the Parent 

during the proposed ^•period. Assist PG&E in defini 

ost levels and recommend 

rec 

i 

! :overs 

ig service 

all costs 

costs 

to 

and 

support 

pricing 

| 

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mechanisms for each service provided based on actual costs or market prices for thirdparty services; 

Assist PG&E with preparing to implement thel^H inch ding developing the| 

governance model (e.g., billing and collections, service c ranges, termination of services, 

disputes, etc.); 

Assist functional leaders in identifying on^ime costs ai id recurrinecosts that may be 

incurred to prepare PG&E to deliver the^|^ervices starting and 

Operational Worlcstream: HR 

• Provide advice on establishing the HR 

responsibilities of resources, and defining HR sub-works 

• Advise Client management in operating the HR workstream, including executive 

reporting, issue resolution, dependency coordination, one-time cost identification and 

facilitate the escalation of critical path issues related to f 

Provide templates and facilitate review sessions to develop the^^chedule of services 

across relevant functional areas and services. Assist in c oordinatmg activities for the 

^development, including deliverable management, s3 

dependency management 

:atus reporting, and issue and 

ructure, defining roles and 

streams and project timelines; 

, and mitigate delays; 

Facilitate working sessions to prepare HR| 

potential risk areas and tasks which may not be complel 

gaps for activities that may not have been considered to 

potential areas which may ultimately require incremen 

based on our knowledge of leading practices; 

>1 ins and provide advice on (i) 

ted on time, and (ii) potential 

date. Where relevant, highlight 

ital •services from the 

• Document key decisions, issues and depende 

~|teanuorconsideration and incorporation inl 

vorlcplans; 

ncies communicated by 

o Client management prepared 

• Documental 

maybe needed to| 

(planning; 

| critical path / potential milestoi. 

|HR|H^^^Hfor use by C 

• Based on our understanding of leading practices, PwC v 

management on the structure and approach to establish 

plans, including retention, cash-based compensation, et 

other management long-term incentive plans; 

es and long-lead time items that 

ient management in their 

ill provide advice to Client 

ing B^HjjHcompensation 

uit^oasec^ompensation and 

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Participate in meetings with management and benefits brokers / vendors to provide 

advice on how the employee benefit plans setup fits into the broaderl |plan; 

Based on our understanding of leading practices, provide advice to Client management 

and third party providers on structure and approach as plient management plans, 

designs and establishes |^^J^}enefit plans; and 

Provide advice based on our experience and leading practices in response to queries 

from Client management in the establishment of HRIS, 

and future state HR service deliveiy model. 

Operational Workstream: Pension 

• Review historical treatment of pension liability and P&ll 

forma adjustments that maybe identified by potential ^ 

regulatory impact; 

jenefits administration, payroll 

expense to identify any pro 

• including any potential 

Understand potential impact to pension liability and as: ets as a result of the proposed 

• Discuss alternatives for I^HB^^Bpension plan and potentiall 

liabilities, including any potential limitations posed by Regulations; 

Assist with preparation of | 

lassets and 

ancial information with respect to assets, 

liabilities, and P&L expense related to the pension plan; and 

• Advice on necessary steps to execute • •if pension plan and ^^^^^Bissets 

and liabilities, if applicable. 

Financial Workstream: Accounting and Financial Repc rting 

• Analyze accounting and reporting issues based on infor nation and facts provided by 

Client that include suggestions on possible alternative a ^counting and reporting 

treatments that may be available for Client's consideration (e.g. 

•operations, etc.); 

• Advise on potential] 

corporate costs," 

belated matters, such as basis of presentation, 

(transactions, pension an 

impairments, taxes, treasury matters (e.g. derivatives, <3 ebt), etc.; 

1 other employee benefits, 

Advise the Client as it quantifies the required accountin 

reflect! basis; provide observations on management's 

approach and methodology; 

• Assist the Client with accumulating audit support materials; 

gandl [adjustments to 

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Advise on potential financial reporting and filing considerations related to the 

Assist the Client with reconciling the| 

basis financial statements and FERC filings; 

ancial statements! 

Review and advise on document drafts prepared by Clien 

Transaction (e.g.. draft UJJfinancial statement dis 

agreement, etc.); and 

Attend various meetings with Client and its other advisqrj 

recommendations to Client in respect of issues relating 

statements. 

|to Deal 

t in connection with the 

closures, presentation formats, 

•s to provide advice and 

i o the ••^•financial 

If requested, PwC will provide advice and assistance in connectipn 

pro forma information that Client may include in its disclosure 

advice on possible pro forma adjustments for Client to consider 

prepare an electronic spreadsheet of the pro forma adjustments 

information Client provides to PwC. PwC will provide Client witiji 

forma schedules, which will be reviewed and approved by the mi 

team responsible for such information and its use. 

with Client's preparation of 

documents. PwC will provide 

n its decision making. PwC will 

3electedby Client, using 

various draft copies of the pro 

ember of Client's management 

PwC will perform certain bookkeeping Services to advise and assist Client in connection with its 

preparation of its financial statements or accumulation of other financial statement data and 

disclosures, account analyses and reconciliations. PwC will prepare or accumulate such 

information based upon Client's instructions, using procedures and methods approved by Client. 

The completeness and accuracy of all information used by PwC as well as the resulting financial 

statements and other materials prepared by PwC will be reviewed and approved by the member 

of Client's management team responsible for the information and its use. Bookkeeping Services 

may include the following: 

• Aggregating general ledger information into financial st rtement line items, or providing 

schedules, summaries or other account reconciliations, 

• Preparing or proposing certain adjustments to specific e ccounting transactions, any related 

journal entries and footnote disclosures, 

• Assisting in the construction and presentation of Client's 

or period presented, and 

• Drafting or editorializing financial statement footnotes or other financial statement 

disclosures, 

ClienHia^lso requested project management advisory Service s related to Client's management of 

the |^^^|workstream. Client will designate a member of its management team to be the leadar 

of the project and associated workstreams. Client's project leader will oversee, review and take 

responsibility for all activities performed by PwC in connection jvith such Services. PwC will perform 

the following project management advisory Services: 

3 financial statements for each year 

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• Provide advice and assistance to support Client in the development of project plans 

including, as requested, advice on the timing of milestones and interdependencies, 

communication frameworks (e.g., the development of status reporting templates), 

governance structures (e.g., the responsibilities of various project teams/participants), 

resource requirements, and issues resolution processes; 

• Based on Client-provided information, assist in preparing and collating status reports 

for Client's project manager and making project updates to Client's project plan and 

other project management tools; and 

• Provide observations on project status, potential completion risks and 

interdependencies. 

Client is responsible for determining the tools to be used in managing the project, including 

criteria to be used in flagging issues, etc. Client is responsible fbt providing the format for all 

reports and the tools used. If requested, PwC.can provide advice and assistance to support the 

creation of such tools. Client's project manager is responsible fo r determining and taldng all 

actions in managing the project 

PwC will perform the Services only in the context of matters specified by Client. PwC may: (a) 

hold discussions with certain officers, employees, outside consu tants and other individuals as 

determined by Client; and (b) read various outlines and other documents provided to PwC. 

Additional Services may be requested and agreed to between the parties during the course of the 

engagement. 

Tax Workstream: 

Provide support to and liaison with PG&E Tax and Management in connection with the 

•planning and implementation activities; 

• Gain an understanding of the asset basis to be transferred for tax purposes and amount 

of debt to be assumed in connection withl-

• Assist PG&E Tax with analysis of public utility tax accoui g 

provide tax advice with respect whether 

(rules and 

Participate in workstream discussions to identify tax efficiency opportunities that may 

be implemented and provide tax advice to Management 

connection with issues raised or conclusions reached in 

on an as-needed basis in 

the other workstreams; and 

• Consider need for IRS privat^etterruling to address US federal income issues 

applicable for the chosen ||H^| scenario. If IRS private letter ruling is needed, 

preparation of pre-submission conference memo, meet with IRS national office officials 

to discuss private letter ruling, preparation of private le ter ruling and submission to the 

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IRS and assistance with post-submission discussions an 

from IRS. 

Operational Workstrcam: Target Operating Model 

i information data requests 

Determine) 

•etc.); 

lapproach and methodology (e.g., 

Develop guiding principles for overall operating model and functional separation, 

including any potential corporate^|H||||||^m^|guidelines (if applicable 

based on the proposed l^^^egalenntystructurek^ 

Assemble baseline organization (people and costs), and 

critical capabilities for PG&E 

frame strategic imperatives and 

Determine overall loperatjngmocU 1 and organization (role of 

for PG&E^^flHBimplications; 

Determine any functions for efficiency and/or regulate • requirements, based on the 

proposed that must be further 

Ke.g.. Pipeline Operations & Integrity. Engineering, Asset Management, 

Customer Service, Sales & Marketing, Regulatory Affair 

Operations, EH&S, Supply Chain, Admin./ Corporate & 

Qualify impacts and any linkage 

operating modenfesIgJTT 

Identify key issues to resolve for each element of I 

model and relevant aspects of PG&E's operating mo 

Develop change management strategy around the 

operating model plan; 

Support the development of an interim • 

including the following: 

:, Community Relations, Field 

Shared Services etc.); 

is applicable that must influence the 

iperating 

o Legal Entity Long lead time items, execution plan, regulatory 

approvals, empIoyeeana^HHH^ftilanning i 

I 

o Detennineanj^n^im^os^ndpotentiddis-synergies impacts (e.g., facility 

o Identify major areas to resolve for services and jfunctions currently shared 

o Develop next steps to move forward operating model designs 

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