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United States securities and exchange commission logo





                              August 31, 2022

       Christopher Foster
       Executive Vice President and Chief Financial Officer
       PG&E Corporation
       77 Beale Street
       P.O. Box 770000
       San Francisco, California 94117

                                                        Re: PG&E Corporation
                                                            Pacific Gas and
Electric Company
                                                            Form 10-K for the
Fiscal Year Ended December 31, 2021
                                                            Filed February 10,
2022
                                                            Form 10-Q for the
Quarterly Period Ended June 30, 2022
                                                            Filed July 28, 2022
                                                            Item 2.02 Form 8-K
filed July 28, 2022
                                                            File Nos. 1-12609
and 1-2348

       Dear Mr. Foster:

              We have limited our review of your filings to the financial
statements and related
       disclosures and have the following comments. In some of our comments, we
may ask you to
       provide us with information so we may better understand your disclosure.

              Please respond to these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K for the Fiscal Year Ended December 31, 2021

       Item 1A. Risk Factors, page 38

   1.                                                   Tell us whether
management considered a risk factor on inflation and the impact that
                                                        higher interest rates
and increased costs will have on interest expense, fuel cost and power
                                                        procurement, and other
aspects of your business operations that may be materially
                                                        impacted by inflation.
 Christopher Foster
FirstName LastNameChristopher Foster
PG&E Corporation
Comapany
August 31, NamePG&E
           2022        Corporation
August
Page 2 31, 2022 Page 2
FirstName LastName
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations, page 68

2.       Disclose how management analyzes your nuclear fleet performance
between periods,
         including:

                How you analyze capacity factors;
                Assess refueling outage days; and
                Assess how your nuclear plants are performing.

         Refer to Item 303 of Regulation S-K.
3.       You recorded $5.4 billion in costs not otherwise being recovered in
existing revenue
         requirements, if any, for the CEMA, WEMA, FHPMA, FRMMA, WMPMA, VMBA,
         WMBA, MGMA, and RTBA. Because rate recovery may require CPUC
authorization for
         these accounts, there is a delay between when the Utility incurs costs
and when it may
         recover those costs. If the amount of the costs recorded in these
accounts continues to
         increase as it has in recent years, the delay between incurring and
recovering costs
         lengthens, or the Utility does not recover the full amount of its
costs, PG&E Corporation   s
         and the Utility   s financial condition, results of operations,
liquidity, and cash flows could
         be materially affected. Please disclose the impact on your financial
condition, results of
         operations, liquidity and cash flows of the $5.4 billion costs not
being recovered in
         existing revenue requirements.

Operating Revenues, page 69

4.       Revise to quantify what effect changes in sales volumes had on your
revenues.
Note 3: Summary of Significant Accounting Policies
Asset Retirement Obligations, page 119

5.       You disclose that you submitted your updated decommissioning cost
estimate to the
         CPUC and correspondingly decreased your ARO liabilities by $1.4
billion. The
         adjustment was a result of a decrease in estimated costs based on
refinements to the site-
         specific decommissioning analysis. Please disclose the estimates and
assumptions that led
         to the revision in estimated cash flows of almost $1.4 billion to your
ARO liabilities in
         2021. Please also disclose the estimates and assumptions that led to
the increase in your
         ARO liabilities from $5.3 billion at December 31, 2021 to $6.2 billion
at June 30, 2022.

Note 4: Regulatory Assets, Liabilities, and Balancing Accounts, page 127

6.       Tell us how you concluded the Wildfire expense memorandum account is
probable of
         recovery. The balance in this account of $440 million as of December
31, 2021 represents
         incremental wildfire claims and outside legal expenses related to the
2021 Dixie fire.
 Christopher Foster
FirstName LastNameChristopher Foster
PG&E Corporation
Comapany
August 31, NamePG&E
           2022        Corporation
August
Page 3 31, 2022 Page 3
FirstName LastName
         Your response should address your consideration of disallowed costs
associated with other
         historical wildfires in which you or other utilities based in
California were deemed
         responsible by a Federal or State agency for causing the wildfire(s)
and the doctrine of
         inverse condemnation that imposes strict liability for damages as a
result of the design,
         construction and maintenance of utility facilities, including
utilities    electric transmission
         lines.
Note 15: Other Contingencies and Commitments
Nuclear Fuel Agreements, page 180

7.       You rely on a number of international producers of nuclear fuel to
diversify sources and
         provide security of supply. Disclose whether any of your uranium
concentrate
         requirements are supplied by companies located in or affiliated with
Russia.
Form 10-Q for the Quarterly Period Ended June 30, 2022

Liquidity and Capital Resources, page 20

8.       You lowered your new equity capital range for 2022 during your second
quarter earnings
         presentation. Revise your disclosure to describe any known material
trends, favorable or
         unfavorable, in the registrant's capital resources. Refer to Item 303
of Regulation S-K.
Item 2.02 Form 8-K filed July 28, 2022

Exhibit 99.1

9.       You highlight in bold Adjusted GAAP earnings guidance and Non-GAAP
Core Earnings
         guidance per Diluted Share without a corresponding presentation of
GAAP amounts.
         Similarly, your provide a discussion of factors impacting Non-GAAP
core earnings
         without providing a corresponding discussion of factors impacting GAAP
earnings. To
         avoid giving undue prominence to your non-GAAP results, please revise
your
         presentation to present GAAP guidance, results and discussion with
equal or greater
         prominence.
10.      The Wildfire Fund is available to the Company to pay eligible claims
for liabilities arising
         from wildfires and serves as an alternative to traditional insurance
products. In addition,
         you disclose that the impact of wildfires is a key factor affecting
financial results in your
         MD&A and you recorded a Wildfire Fund receivable of $150 million for
probable
         recoveries in connection with the 2021 Dixie fire. Tell us why
adjusting for the
         amortization of the Wildfire Fund contribution as a Non-core Item in
computing Non-
         GAAP Core Earnings is meaningful to investors in light of your MD&A
disclosures and
         the probable recoveries under the Wildfire Fund.
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
 Christopher Foster
PG&E Corporation
August 31, 2022
Page 4

      You may contact Robert Babula, Senior Staff Accountant at (202) 551-3339,
or Gus
Rodriguez, Branch Chief at (202) 551-3752 with any questions.



FirstName LastNameChristopher Foster                    Sincerely,
Comapany NamePG&E Corporation
                                                        Division of Corporation
Finance
August 31, 2022 Page 4                                  Office of Energy &
Transportation
FirstName LastName
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