Obligation PG&E Corporation 6.05% ( US694308GE15 ) en USD

Société émettrice PG&E Corporation
Prix sur le marché 100 %  ▼ 
Pays  Etats-unis
Code ISIN  US694308GE15 ( en USD )
Coupon 6.05% par an ( paiement semestriel )
Echéance 28/02/2034 - Obligation échue



Prospectus brochure de l'obligation PG & E Corp US694308GE15 en USD 6.05%, échue


Montant Minimal 1 000 USD
Montant de l'émission 3 000 000 000 USD
Cusip 694308GE1
Notation Standard & Poor's ( S&P ) NR
Notation Moody's N/A
Description détaillée PG&E Corporation est une entreprise américaine de services publics fournissant de l'électricité et du gaz naturel à une grande partie de la Californie.

L'Obligation émise par PG&E Corporation ( Etats-unis ) , en USD, avec le code ISIN US694308GE15, paye un coupon de 6.05% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2034
L'Obligation émise par PG&E Corporation ( Etats-unis ) , en USD, avec le code ISIN US694308GE15, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).







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424B5 1 z93010bfe424b5.htm FILED PURSUANT TO RULE 424(B)(5),REG.NO.333-109994
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Filed Pursuant to Rule 424(b)(5),
Registration No. 333-109994
PROSPECTUS SUPPLEMENT
(To Prospectus dated March 5, 2004)
$6,700,000,000


$600,000,000 of 3.60% First Mortgage Bonds due 2009

$500,000,000 of 4.20% First Mortgage Bonds due 2011

$1,000,000,000 of 4.80% First Mortgage Bonds due 2014

$3,000,000,000 of 6.05% First Mortgage Bonds due 2034

$1,600,000,000 of Floating Rate First Mortgage Bonds due 2006
We are offering a total of $6,700,000,000 aggregate principal amount of the first mortgage bonds referenced
above, which we refer to collectively in this prospectus supplement as the "mortgage bonds." We refer to the
mortgage bonds that bear interest at a fixed rate as "fixed rate mortgage bonds" and we refer to the mortgage
bonds that bear interest at variable rates as "floating rate mortgage bonds." Interest on the fixed rate mortgage
bonds will be payable semi-annually in arrears. Interest on the floating rate mortgage bonds will be payable
quarterly in arrears and will be reset quarterly beginning on July 3, 2004.
After the effective date of our plan of reorganization, the mortgage bonds will be secured by a first lien, subject
to permitted liens, on substantially all our real property and certain tangible personal property related to our
facilities. The lien securing the mortgage bonds, however, may be released in certain circumstances, subject to
certain conditions. Upon the release of the lien, the mortgage bonds will cease to be our secured obligations and
will become our unsecured general obligations ranking pari passu with our other unsecured indebtedness.
If the effective date of our plan of reorganization does not occur on or before June 21, 2004, we must redeem all
mortgage bonds at the redemption prices specified under "Description of the First Mortgage Bonds -- Escrow of
Proceeds and Mandatory Redemption." Cash sufficient to effect this mandatory redemption of the mortgage
bonds will be deposited into an escrow account on the closing date of this offering. After the effective date of our
plan of reorganization, we may redeem the fixed rate mortgage bonds at our option at any time, in whole or in
part, at the make whole redemption price specified under "Description of the First Mortgage Bonds -- Optional
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Redemption," and we may redeem the floating rate mortgage bonds at our option, in whole or in part, on
October 3, 2004 and on any interest payment date after that date, at 100% of the principal amount of the floating
rate mortgage bonds being redeemed, plus any accrued and unpaid interest.
There is no existing public market for the mortgage bonds. We do not intend to list the mortgage bonds on any
securities exchange or any automated quotation system.
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.
Investing in the mortgage bonds involves risks. See "Risk Factors"
beginning on page 1 of the accompanying prospectus.







Underwriting
Proceeds, Before Other
Public Offering Price
Commission
Expenses, to Us
Per 3.60% First Mortgage Bond due 2009

99.903%

0.600%
99.303%
Total for 3.60% First Mortgage Bonds due 2009
$599,418,000
$3,600,000
$595,818,000
Per 4.20% First Mortgage Bond due 2011

99.740%

0.625%
99.115%
Total for 4.20% First Mortgage Bonds due 2011
$498,700,000
$3,125,000
$495,575,000
Per 4.80% First Mortgage Bond due 2014

99.847%

0.650%
99.197%
Total for 4.80% First Mortgage Bonds due 2014
$998,470,000
$6,500,000
$991,970,000
Per 6.05% First Mortgage Bond due 2034

99.512%

0.875%
98.637%
Total for 6.05% First Mortgage Bonds due 2034
$2,985,360,000
$26,250,000
$2,959,110,000
Per Floating Rate First Mortgage Bond due



2006
100.000%
0.250%
99.750%
Total for Floating Rate First Mortgage Bonds



due 2006
$1,600,000,000
$4,000,000
$1,596,000,000
From March 23, 2004, interest on the mortgage bonds will accrue and must be paid by the purchaser if the
mortgage bonds are delivered after March 23, 2004. The mortgage bonds are expected to be delivered on or about
March 23, 2004 through the book-entry facilities of The Depository Trust Company.
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LEHMAN BROTHERS
UBS INVESTMENT BANK
CITIGROUP

BANC ONE CAPITAL MARKETS, INC.
CREDIT SUISSE FIRST BOSTON

ABN AMRO
BARCLAYS CAPITAL
BNP PARIBAS
DEUTSCHE BANK
INCORPORATED
SECURITIES

BNY CAPITAL MARKETS, INC.
BLAYLOCK & PARTNERS, L.P.
SIEBERT BRANDFORD
SHANK & CO., LLC
MARCH 18, 2004.
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TABLE OF CONTENTS



Page
Prospectus Supplement


Special Note Regarding Forward-Looking Statements
ii
Summary

S-1
Use of Proceeds
S-10
Capitalization
S-11
Description of the First Mortgage Bonds
S-12
Description of Other Indebtedness
S-31
Certain United States Federal Income Tax


Consequences
S-36
Ratings
S-39
Underwriting
S-39
Legal Matters
S-41
Prospectus


About This Prospectus

ii
Special Note Regarding Forward-Looking Statements
iii
Risk Factors

1
Use of Proceeds

8
Selected Consolidated Financial Data

9
Management's Discussion and Analysis of Financial


Condition and Results of Operations
11
Quantitative and Qualitative Disclosures About Market
Risk

46
Description of Our Plan of Reorganization

50
Business

57
Management

94
Description of the Senior Secured Bonds

96
Plan of Distribution

116
Experts

117
Legal Matters

117
Where You Can Find More Information

117
Index to Consolidated Financial Statements

F-1
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
and the information incorporated by reference. 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
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additional information, you should not rely on it. Neither we nor any underwriter is making an offer to sell
the mortgage bonds in any jurisdiction where the offer or sale is not permitted. You should assume that
the information contained in this prospectus supplement and the accompanying prospectus is accurate
only as of the date thereof.
In connection with this offering, certain persons participating in this offering may engage in transactions that
stabilize, maintain or otherwise affect the price of the mortgage bonds, including stabilization transactions or the
covering of short positions. For a description of these activities, see "Underwriting."
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.
i
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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus and the documents incorporated by reference in
the prospectus contain various forward-looking statements. These forward-looking statements can be identified
by the use of words such as "assume," "expect," "intend," "plan," "project," "believe," "estimate," "predict,"
"anticipate," "may," "might," "will," "should," "could," "goal," "potential" and similar expressions. We base
these forward-looking statements on our current expectations and projections about future events, our
assumptions regarding these events and our knowledge of facts at the time the statements are made. These
forward-looking statements are subject to various risks and uncertainties that may be outside our control, and our
actual results could differ materially from our projected results. These risks and uncertainties include, among
other things:

· the timing and resolution of any appeals that may be filed with respect to the approval by the California
Public Utilities Commission, or the CPUC, of the settlement agreement it entered into with us on
December 19, 2003, or the settlement agreement;


· the timing and resolution of the pending appeals of the confirmation by the U.S. Bankruptcy Court for the
Northern District of California, or the bankruptcy court, of our plan of reorganization that incorporates the
settlement agreement, or our plan of reorganization;


· whether the remaining conditions required to implement our plan of reorganization are satisfied;


· the impact of current and future ratemaking actions of the CPUC, including the outcome of our 2003 general
rate case;


· prevailing governmental policies and legislative or regulatory actions generally, including those of the
California legislature, the U.S. Congress, the CPUC, the Federal Energy Regulatory Commission, or the
FERC, and the Nuclear Regulatory Commission with regard to allowed rates of return, industry and rate
structure, recovery of investments and costs, acquisitions and disposals of assets and facilities, treatment of
affiliate contracts and relationships, and operation and construction of facilities, among other factors;


· the extent to which the CPUC or the FERC delays or denies recovery of our costs, including electricity
purchase costs, from customers due to a regulatory determination that the costs were not reasonable or
prudent or for other reasons;


· the extent to which our residual net open position increases or decreases (our residual net open position is
the amount of electricity we need to meet the electricity demands of our customers, plus applicable reserve
margins, that is not satisfied from our own generation facilities, our existing electricity purchase contracts
and the California Department of Water Resources electricity purchase contracts allocated to our
customers);

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· weather, storms, earthquakes, fires, floods, other natural disasters, explosions, accidents, mechanical
breakdowns and other events or hazards that affect demand, result in power outages, reduce generating
output, or cause damage to our assets or operations or those of third parties on which we rely;


· unanticipated changes in our operating expenses or capital expenditures;


· the level and volatility of wholesale electricity and natural gas prices and supplies, and our ability to manage
and respond to the levels and volatility successfully;


· whether we are required to incur material costs or capital expenditures or curtail or cease operations at
affected facilities to comply with existing and future environmental laws, regulations and policies;


· increased competition as a result of the takeover by condemnation of our distribution assets, duplication of
our distribution assets or service by local public utility districts, self-generation by our customers and other
forms of competition that may result in stranded investment capital, decreased customer growth, loss of
customer load and additional barriers to cost recovery;
ii
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· the extent to which our distribution customers switch between purchasing electricity from us and purchasing
electricity from alternate energy service providers, thus becoming direct access customers, and the extent to
which cities, counties and others in our service territory begin directly serving our customers or combine to
form community choice aggregators;


· the operation of our Diablo Canyon nuclear power plant, which exposes us to potentially significant
environmental and capital expenditure outlays, and, to the extent we are unable to increase our spent fuel
storage capacity by 2007 or find an alternative depository, the risk that we may be required to close our
Diablo Canyon power plant and purchase electricity from more expensive sources;


· acts of terrorism;


· unanticipated population growth or decline, changes in market demand, demographic pattern or general
economic and financial market conditions, including unanticipated changes in interest or inflation rates;


· the outcome of pending litigation;


· whether we are determined to be in compliance with all applicable rules, tariffs and orders relating to
electricity and natural gas utility operations, and the extent to which a finding of non-compliance could
result in customer refunds, penalties or other non-recoverable expenses;


· actions of credit rating agencies after the effective date of our plan of reorganization; and


· significant changes in our relationship with our employees, the availability of qualified personnel and the
potential adverse effects if labor disputes were to occur.
For additional factors that could affect the validity of our forward-looking statements, you should read the section
of the accompanying prospectus titled "Risk Factors."
You should read this prospectus supplement, the accompanying prospectus, the documents that we have filed
as exhibits to the registration statement of which the accompanying prospectus is 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
currently expect. We qualify all our forward-looking statements by these cautionary statements. The forward-
looking statements in this prospectus supplement speak only as of the date of this prospectus supplement. The
forward-looking statements contained in the accompanying prospectus speak only as of the date of the
prospectus. 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.
iii
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