Bond Pacific Power & Light 4.45% ( US694308GZ44 ) in USD

Pacific Power & Light

79.244 % ▼

United States

US694308GZ44 ( in USD )

4.45% per year ( payment 2 times a year)

15/04/2042

Prospectus brochure of the bond Pacific Gas & Electric US694308GZ44 en USD 4.45%, maturity 15/04/2042

1 000 USD

400 000 000 USD

694308GZ4

BBB ( Lower medium grade - Investment-grade )

Baa1 ( Lower medium grade - Investment-grade )

15/04/2026 ( In 11 days )

Pacific Gas and Electric Company (PG&E) is a large investor-owned utility serving Northern and Central California, providing natural gas and electric service to approximately 16 million people.

The Bond issued by Pacific Power & Light ( United States ) , in USD, with the ISIN code US694308GZ44, pays a coupon of 4.45% per year.
The coupons are paid 2 times per year and the Bond maturity is 15/04/2042

The Bond issued by Pacific Power & Light ( United States ) , in USD, with the ISIN code US694308GZ44, was rated Baa1 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Pacific Power & Light ( United States ) , in USD, with the ISIN code US694308GZ44, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d319820d424b2.htm FILED PURSUANT TO RULE 424(B)(2)
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Filed Pursuant to Rule 424(b)(2)
Registration No. 333-172394
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities to be Registered

Offering Price

Registration Fee(1)
Debt Securities

$400,000,000
$45,840

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended
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PROSPECTUS SUPPLEMENT
(To Prospectus dated February 23, 2011)

$400,000,000
4.45% Senior Notes due April 15, 2042

We are offering $400,000,000 principal amount of our 4.45% Senior Notes due April 15, 2042, which we refer to in this
prospectus supplement as our "senior notes."
We will pay interest on our senior notes on each April 15 and October 15, commencing October 15, 2012. The senior notes will
be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
We may redeem the senior notes in whole or in part at any time at the respective redemption prices set forth in this prospectus
supplement.
The senior notes will be unsecured and will rank equally with all of our other unsecured and unsubordinated indebtedness from
time to time outstanding.
There is no existing public market for the senior notes. We do not intend to list the senior notes on any securities exchange or any
automated quotation system.
Investing in these senior notes involves risks. See "Risk Factors" on page S-3 of this prospectus
supplement.

Per Senior Note

Total

Public Offering Price(1)

99.491%

$397,964,000
Underwriting Discounts and Commissions

0.875%

$ 3,500,000
Proceeds to Pacific Gas and Electric Company (before expenses)(1)

98.616%

$394,464,000
(1) Plus accrued interest, if any, from and including original issuance of the senior notes which is expected to be April 16, 2012.

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.
The senior notes are expected to be delivered on or about April 16, 2012 through the book-entry facilities of The Depository
Trust Company.

Joint Book-Running Managers

Goldman, Sachs & Co.
J.P. Morgan
Wells Fargo Securities

Loop Capital Markets

Co-Managers

BNY Mellon Capital Markets, LLC

RBC Capital Markets MFR Securities, Inc.
Mischler Financial Group, Inc.
April 11, 2012
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This prospectus supplement should be read in conjunction with the accompanying prospectus. You should rely only on the
information contained in this prospectus supplement, the accompanying prospectus, the information incorporated by reference
and any free writing prospectus prepared by us. Neither we nor any underwriter has authorized any other person to provide
you with different or additional information. If anyone provides you with different or additional information, you should not
rely on it. Neither we nor any underwriter is making an offer to sell the senior notes in any jurisdiction where the offer or sale
is not permitted. You should assume that the information contained in this prospectus supplement, the accompanying
prospectus and any free writing prospectus prepared by us is accurate only as of the date hereof or thereof.

TABLE OF CONTENTS

Page
Prospectus Supplement

Risk Factors
S-3

Forward-Looking Statements
S-3

Our Company
S-5

Ratio of Earnings to Fixed Charges
S-6

Use of Proceeds
S-6

Capitalization
S-7

Description of the Senior Notes
S-8

Certain United States Federal Income Tax Consequences
S-13
Underwriting
S-16
General Information
S-20
Legal Matters
S-20
Prospectus

About This Prospectus
i

Pacific Gas and Electric Company
1

Risk Factors
1

Forward-Looking Statements
1

Ratio of Earnings to Fixed Charges
3

Use of Proceeds
3

Description of the Senior Notes
4

Plan of Distribution
15

Experts
16

Legal Matters
16

Where You Can Find More Information
16

Certain Documents Incorporated by Reference
17

Unless otherwise indicated, when used in this prospectus supplement and the accompanying prospectus, the terms "we," "our"
and "us" refer to Pacific Gas and Electric Company and its subsidiaries, and the term "Corp" refers to our parent, PG&E
Corporation.

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RISK FACTORS
Investing in the senior notes involves risk. These risks are described under "Risk Factors" in Item 1A of our annual report on
Form 10-K for the fiscal year ended December 31, 2011, which is incorporated by reference in this prospectus supplement and the
accompanying prospectus. See "Where You Can Find More Information" in the accompanying prospectus. Before making a decision
to invest in the senior notes, you should carefully consider these risks as well as other information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus.
FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompany 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 which 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 capital expenditures; estimated
environmental remediation, tax, and other liabilities; estimates and assumptions used in Corp's and our critical accounting policies;
anticipated outcomes of various regulatory, governmental, and legal proceedings; estimated losses and insurance recoveries
associated with the natural gas transmission pipeline rupture and fire that occurred on September 9, 2010 in San Bruno, California
(the "San Bruno accident"); the estimated range of additional costs we will incur related to our natural gas transmission and
distribution business; estimated future cash flows; 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," "target," "predict," "anticipate,"
"aim," "may," "might," "should," "would," "could," "goal," "potential," and similar expressions. We 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 outcome of pending and future investigations and regulatory proceedings related to the San Bruno accident, and the
safety of our natural gas transmission pipelines in our service territory; the ultimate amount of costs we incur for natural
gas matters that are not recovered through rates; the ultimate amount of third-party claims associated with the San Bruno

accident that are not recovered through insurance; and the amount of any civil or criminal penalties, or punitive damages,
we may incur related to these matters, including the amount of penalties that the California Public Utilities Commission's
("CPUC") Consumer Protection and Safety Division may impose on us for violations of natural gas safety regulations;

· the outcome of future investigations or proceedings that may be commenced by the CPUC or other regulatory authorities
relating to our compliance with law, rules, regulations, or orders applicable to the operation, inspection, and maintenance

of its electric and gas facilities (in addition to investigations or proceedings related to the San Bruno accident and natural
gas matters);

· whether we are able to repair the reputational harm we have suffered which, in part, will depend on our and Corp's ability
to adequately and timely respond to the findings and recommendations made by the National Transportation Safety Board
(the "NTSB") and CPUC's independent review panel and cure the deficiencies that have been identified in our operating
practices and procedures and corporate culture; developments that may occur in the various investigations of the San Bruno

accident and natural gas matters; the decisions, findings, or orders issued in connection with these investigations, including
the amount of civil or criminal penalties that may be imposed on us, developments that may occur in the civil litigation
related to the San Bruno accident; and the extent of service disruptions that may occur due to changes in pipeline pressure
as we continue to inspect and test pipelines;

· the adequacy and price of electricity and natural gas supplies, the extent to which we can manage and respond to the

volatility of electricity and natural gas prices, our ability and the ability of our

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counterparties to post or return collateral in connection with price risk management activities; and the availability and

price of nuclear fuel used in the two nuclear generation units at the Diablo Canyon Power Plant ("Diablo Canyon");

· explosions, fires, accidents, mechanical breakdowns, equipment failures, human errors, labor disruptions, and similar
events, as well as acts of terrorism, war, or vandalism, including cyber-attacks, that can cause unplanned outages, reduce

generating output, disrupt our service to customers, or damage or disrupt the facilities operations, or information
technology and systems owned by us, our customers, or third parties on which we rely, and subject us to third-party claims
for property damage or personal injury, or result in the imposition of civil, criminal, or regulatory penalties on us;

· the impact of storms, tornados, floods, drought, earthquakes, tsunamis, wildland and other fires, pandemics, solar events,

electromagnetic events, and other natural disasters, or that affect customer demand or that damage or disrupt the facilities,
operations, or information technology and systems owned by us, our customers, or third parties on which we rely;

· the potential impacts of climate change on our electricity and natural gas businesses, the impact of environmental laws and
regulations aimed at the reduction of carbon dioxide and other greenhouse gases on our electricity and natural gas

businesses, and whether we are able to recover associated compliance costs including the cost of emission allowances and
offsets that we may incur under cap and trade regulations;

· changes in customer demand for electricity and natural gas resulting from unanticipated population growth or decline in our

service area, general and regional economic and financial market conditions, the development of alternative energy
technologies including self-generation and distributed generation technologies, or other reasons;

· the occurrence of unplanned outages at our large hydroelectric or nuclear generation facilities and our ability to procure

replacement electricity if hydroelectric or nuclear generation operations were unavailable;

· the results of seismic studies we are conducting that could affect our ability to continue operating Diablo Canyon or renew
the operating licenses for Diablo Canyon, the impact of new Nuclear Regulatory Commission ("NRC") orders or
regulations to implement various recommendations made by the NRC's task force following the March 2011 earthquake

and tsunami in Japan that caused significant damage to nuclear facilities in Japan, and the impact of new legislation,
regulations, or policies that may be adopted in the future to address the operations, security, safety, or decommissioning of
nuclear facilities, the storage of spent nuclear fuel, seismic design, cooling water intake, or other issues;

· the impact of federal or state laws or regulations, or their interpretation, on energy policy and the regulation of utilities and

their holding companies, including how the CPUC interprets and enforces the financial and other conditions imposed on
Corp when it became our holding company;

· whether our newly installed electric and gas SmartMeter dev
TM
ices and related software systems and wireless
communications equipment continue to accurately and timely measure customer energy usage and generate billing
information, whether we recover costs associated with analog meters that customers may choose instead of digital meters,

whether we can successfully implement "dynamic pricing" retail electric rates that are more closely aligned with
wholesale electricity market prices, and whether we can continue to rely on third-party vendors and contractors to support
the advanced metering system;

· whether we are able to protect our information technology, operating systems and networks, including the advanced
metering system infrastructure, from damage, disruption, or failure caused by cyber-attacks, computer viruses, and other

hazards; and whether our security measures are sufficient to protect the confidential customer, vendor and financial data
contained in such systems and networks from unauthorized access and disclosure;

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· the extent to which we incur costs in connection with third-party claims or litigation, that are not recoverable through

insurance, rates, or from other third parties;

· our ability and the ability of counterparties to access capital markets and other sources of credit in a timely manner on

acceptable terms;

· the impact of environmental remediation laws, regulations, and orders; the extent to which we are able to recover
compliance and remediation costs from third parties or through rates or insurance, and the ultimate amount of

environmental remediation costs we incur in connection with our natural gas compressor station located near Hinkley,
California which are not recoverable through insurance or rates;

· the loss of customers due to various forms of bypass and competition, including municipalization of our electric
distribution facilities, increasing levels of "direct access" by which consumers procure electricity from alternative energy

providers, and implementation of "community choice aggregation," which permits certain types of governmental bodies to
purchase and sell electricity for their local residents and businesses; and

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

such as The Tax Relief, Unemployment Insurance Reauthorization, and Job Creation Act of 2010.
For more information about the significant risks that could affect the outcome of these forward-looking statements and our future
financial condition and results of operations, you should read the sections titled "Risk Factors" in the documents incorporated by
reference in this prospectus supplement and the accompanying prospectus.
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.
OUR COMPANY
We are a leading vertically integrated electricity and natural gas utility. We were incorporated in California in 1905 and are a
subsidiary of PG&E Corporation. We operate in northern and central California and are engaged in the businesses of electricity and
natural gas distribution, electricity generation, procurement and transmission, and natural gas procurement, transportation and storage.
At December 31, 2011, we served approximately 5.2 million electricity distribution customers and approximately 4.3 million natural
gas distribution customers. The principal executive offices of PG&E Corporation and Pacific Gas and Electric Company are located
at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, and the telephone number of Pacific Gas and Electric
Company is (415) 973-7000.

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RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth our historical ratio of earnings to fixed charges for each of the fiscal years indicated.

2011

2010

2009

2008

2007
2.51x

3.12x

3.12x

2.96x

2.79x
For the purpose of computing our ratios of earnings to fixed charges, "earnings" represent net income adjusted for the income or
loss from equity investees of less than 100% owned affiliates, equity in undistributed income or losses of less than 50% owned
affiliates, income taxes and fixed charges (excluding capitalized interest). "Fixed charges" include interest on long-term debt and
short-term borrowings (including a representative portion of rental expense), amortization of bond premium, discount and expense,
interest on capital leases, allowance for funds used during construction debt, and earnings required to cover the preferred stock
dividend requirements and preferred security distribution requirements of majority-owned trust. Fixed charges exclude interest on tax
liabilities.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $393.7 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. We intend to use the net proceeds from the sale of the
senior notes for general corporate purposes, including to repay a portion of our outstanding commercial paper. At April 10, 2012, the
outstanding amount of our commercial paper was approximately $1,202.4 million, the weighted average yield on our outstanding
commercial paper was approximately 0.46% per annum and the average maturity on our outstanding commercial paper was 26.79
days.

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CAPITALIZATION
The following table sets forth our consolidated capitalization as of December 31, 2011, and as adjusted to give effect to (i) the
issuance and sale of the senior notes, and (ii) the use of net proceeds from this offering as set forth under "Use of Proceeds" in this
prospectus supplement. This table should be read in conjunction with our consolidated financial statements and related notes as of
and for the fiscal year ended December 31, 2011, incorporated by reference in this prospectus supplement and the accompanying
prospectus. See "Where You Can Find More Information" in the accompanying prospectus.

As of December 31,

2011

Actual
As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)

$ 1,647
$
1,253
Long-term debt, classified as current:

Current portion of long-term debt

50

50

Current portion of energy recovery bonds(2)

423

423

Total long-term debt, classified as current

$
473
$
473

Capitalization:

Long-term debt(3)

$11,417
$ 11,815
Shareholders' equity(4)

12,384
12,384

Total capitalization

$23,801
$ 24,199

(1) Actual short-term borrowings consisted of commercial paper and floating rate senior notes and as adjusted short-term
borrowing gives effect to the use of proceeds of this offering to repay a portion of our outstanding commercial paper.
(2) PG&E Energy Recovery Funding LLC, or PERF, a legally separate but wholly-owned, consolidated subsidiary of ours, issued
energy recovery bonds, or ERBs, supported by a dedicated rate component, or DRC, the proceeds of which were used to
purchase from us the right, known as "recovery property," to be paid a specified amount from a DRC. DRC charges are
collected by us and remitted to PERF for payment of the ERBs' principal, interest and miscellaneous associated expenses. The
ERBs are secured solely by the recovery property. Our creditors have no recourse to the assets of PERF and its creditors have
no recourse to our assets.
(3) Actual long-term debt consisted of $1,268 million of pollution control bonds and $10,149 million of senior notes and as
adjusted long-term debt includes the senior notes offered hereby, in each case, net of any discounts and premiums.
(4) Includes $258 million of preferred stock without mandatory redemption provisions.

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DESCRIPTION OF THE SENIOR NOTES
General
You should read the following information in conjunction with the statements under "Description of the Senior Notes" in the
accompanying prospectus.
As used in this section, the terms "we," "us" and "our" refer to Pacific Gas and Electric Company, and not to any of our
subsidiaries.
The senior notes are being offered in the aggregate principal amount of $400,000,000 and will mature on April 15, 2042.
We will issue the senior notes under an existing indenture, which was originally entered into on March 11, 2004 and amended
and restated on April 22, 2005, between us and The Bank of New York Mellon Trust Company, N.A. (formerly known as The Bank of
New York Trust Company, N.A.), as trustee, as supplemented by supplemental indentures between us and the trustee. Please read the
indenture because it, and not this description, defines your rights as holders of the senior notes. We have filed with the Securities and
Exchange Commission a copy of the indenture as an exhibit to the registration statement of which this prospectus supplement and the
accompanying prospectus are a part.
Pursuant to the Trust Indenture Act of 1939, as amended, or the 1939 Act, if a default occurs on the senior notes, The Bank of
New York Mellon Trust Company, N.A. may be required to resign as trustee under the indenture if it has a conflicting interest (as
defined in the 1939 Act), unless the default is cured, duly waived or otherwise eliminated within 90 days.
We may without consent of the holders of the senior notes issue additional senior notes of that series under the indenture, having
the same terms in all respects to the senior notes of that series (except for the public offering price and the issue date and, in some
cases, the first interest payment date) so that those additional notes will be consolidated and form a single series with the other
outstanding senior notes of that series.
The senior notes will bear interest from April 16, 2012 at 4.45% per annum, payable semiannually on each April 15 and
October 15, commencing on October 15, 2012, to holders of record on the 15th day prior to the interest payment date.
We will issue the senior notes in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
The senior notes will be redeemable at our option, in whole or in part, at any time as described under "-- Optional Redemption
for Senior Notes" below.
Interest on the senior notes will be computed on the basis of a 360-day year consisting of twelve 30-day months. If any payment
date falls on a day that is not a business day, the payment will be made on the next business day, but we will consider that payment as
being made on the date that the payment was due to you. In that event, no interest will accrue on the amount payable for the period
from and after such payment date to such next business day.
We will issue the senior notes in the form of one or more global securities, which will be deposited with, or on behalf of, The
Depository Trust Company, or DTC, and registered in the name of DTC's nominee. Information regarding DTC's book-entry system is
set forth below under "Book-Entry System; Global Notes."
Ranking
The senior notes will be our direct, unsecured and unsubordinated obligations and will rank equally with all our other existing
and future unsecured and unsubordinated obligations. The senior notes will be effectively subordinated to all our secured debt. As of
December 31, 2011, we had approximately $10.45 billion of notes outstanding under the indenture for the senior notes. The indenture
contains no restrictions on the amount of additional indebtedness that may be incurred by us.

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As of December 31, 2011, we did not have any outstanding secured debt for borrowed money.
Optional Redemption for Senior Notes
At any time prior to October 15, 2041, we may, at our option, redeem the senior notes in whole or in part at a redemption price
equal to the greater of:

· 100% of the principal amount of the senior notes to be redeemed; or

· as determined by the Quotation Agent, the sum of the present values of the remaining scheduled payments of principal and

interest on the senior notes to be redeemed (not including any portion of payments of interest accrued as of the redemption
date) discounted to the redemption date on a semiannual basis at the Adjusted Treasury Rate plus 20 basis points,
plus, in either case, accrued and unpaid interest to, but not including, the redemption date.
At any time on or after October 15, 2041, we may redeem the senior notes, in whole or in part, at 100% of the principal amount
of the senior notes being redeemed plus accrued and unpaid interest to, but not including, the redemption date.
The redemption price will be calculated assuming a 360-day year consisting of twelve 30-day months.
We will mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each registered
holder of the senior notes to be redeemed.
Unless we default in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the
senior notes or portions of the senior notes called for redemption.
As used in this section "Optional Redemption for Senior Notes," the following terms shall have the following meanings:
"Adjusted Treasury Rate" means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent
yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage
of its principal amount) equal to the Comparable Treasury Price for the redemption date.
"Business Day" means any day that is not a day on which banking institutions in New York City are authorized or required by
law or regulation to close.
"Comparable Treasury Issue" means the United States Treasury security selected by the applicable Quotation Agent as having a
maturity comparable to the remaining term of the senior notes to be redeemed that would be used, at the time of selection and in
accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the
remaining term of the senior notes to be redeemed.
"Comparable Treasury Price" means, with respect to any redemption date:

· the average of the Reference Treasury Dealer Quotations for that redemption date, after excluding the highest and lowest of

the Reference Treasury Dealer Quotations; or

· if we obtain fewer than four Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations

so received.

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