Obligation Pacific Power & Light 5.625% ( US694308GL57 ) en USD

Société émettrice Pacific Power & Light
Prix sur le marché 100 %  ⇌ 
Pays  Etas-Unis
Code ISIN  US694308GL57 ( en USD )
Coupon 5.625% par an ( paiement semestriel )
Echéance 30/11/2017 - Obligation échue



Prospectus brochure de l'obligation Pacific Gas & Electric US694308GL57 en USD 5.625%, échue


Montant Minimal 1 000 USD
Montant de l'émission 700 000 000 USD
Cusip 694308GL5
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Pacific Gas and Electric Company (PG&E) est une grande entreprise de services publics américaine fournissant de l'électricité et du gaz naturel à une grande partie de la Californie du Nord.

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308GL57, paye un coupon de 5.625% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/11/2017







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Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration No. 333-109994
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 10, 2005)



$500,000,000

5.625% Senior Notes due November 30, 2017

We are offering $500,000,000 aggregate principal amount of our 5.625% Senior Notes due November 30,
2017, which we refer to in this prospectus supplement as the "senior notes." The senior notes will be issued in
denominations of $1,000 and integral multiples of $1,000.
Interest on the senior notes will be payable semi-annually in arrears on each May 30 and November 30,
commencing May 30, 2008.
We may redeem the senior notes in whole or in part at any time at the 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.
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.









Per Senior Note

Total
Public Offering Price(1)

99.458%

$ 497,290,000
Underwriting Discount

0.65%

$ 3,250,000
Proceeds to Pacific Gas and Electric Company (before
expenses)

98.808%

$ 494,040,000

(1) Plus accrued interest, if any, from the date of original issuance of the senior notes which is expected to be
December 4, 2007.

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 December 4, 2007 through the book-entry facilities
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of The Depository Trust Company.


Joint Book-Running Managers
BNP PARIBAS
JPMorgan
Morgan Stanley


Co-Managers
Wedbush Morgan Securities Inc.
CastleOak Securities, L.P.
Utendahl Capital Partners, L.P.
November 28, 2007
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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 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 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 and the
accompanying prospectus is accurate only as of the date hereof.


TABLE OF CONTENTS






Page

Prospectus Supplement
Risk Factors
S-3
Our Company
S-3
Use of Proceeds
S-3
Ratio of Earnings to Fixed Charges
S-3
Capitalization
S-4
Description of the Senior Notes
S-5
S-
Underwriting
10
S-
Legal Matters
11

Prospectus
About This Prospectus
2
Pacific Gas and Electric Company
2
Ratio of Earnings to Fixed Charges
3
Forward-Looking Statements
3
Use of Proceeds
3
Description of the Senior Notes
4
Plan of Distribution
14
Experts
15
Legal Matters
16
Where You Can Find More Information
16

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.
This prospectus supplement and the accompanying prospectus contain forward-looking statements that are
necessarily subject to various risks and uncertainties. Forward-looking statements in this prospectus
supplement are based on current estimates, expectations and projections about future events, and assumptions
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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, our
estimated rate base, estimated environmental remediation liabilities, the anticipated outcome of various
regulatory and legal proceedings, future cash flows, and the level of future equity or debt issuances, and are
also identified by words such as "assume," "expect," "intend," "plan," "project," "believe," "estimate,"
"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. See "Forward-Looking
Statements" in Management's Discussion and Analysis on Form 10-Q for the nine months ended
September 30, 2007, which is incorporated by reference, for 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.
S-2
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Table of Contents

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 our fiscal year ended December 31, 2006, 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.

OUR COMPANY
We are a leading vertically integrated electricity and natural gas utility. We were incorporated in California in
1905 and are a wholly owned 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, electricity
transmission, and natural gas transportation and storage. We have more customers than any other investor-
owned utility in the United States. At September 30, 2007, we served approximately 5.1 million electricity
distribution customers and approximately 4.3 million natural gas distribution customers. Our principal
executive office is located at 77 Beale Street, P.O. Box 770000, San Francisco, California 94177, and our
telephone number is (415) 973-7000. The principal executive office of PG&E Corporation is located at One
Market, Spear Tower, Suite 2400, San Francisco, California 94105.

USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $493 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 to repay outstanding commercial paper and for working capital
purposes. At November 27, 2007, the outstanding amount of our commercial paper was $343 million and the
weighted average yield on our outstanding commercial paper was approximately 5.07% per annum.

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 and for the nine months ended September 30, 2007.











Nine months ended










September 30,










2007

2006

2005

2004

2003

2002

2.91x

2.98x
3.56x
10.75x
2.51x
3.91x
For the purpose of computing our ratio of earnings to fixed charges, "earnings" represent net income adjusted
for the minority interest in losses 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 expenses), 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
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requirements and preferred security distribution requirements of a majority-owned trust. Fixed charges
exclude interest on FASB Interpretation No. 48 (Accounting for Uncertainty in Income Taxes) tax liabilities.
S-3
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Table of Contents

CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2007, and as adjusted to
give effect to the issuance and sale of the senior notes and the use of proceeds from this offering as set forth
under "Use of Proceeds" above. This table should be read in conjunction with our consolidated condensed
financial statements and related notes as of and for the nine months ended September 30, 2007, incorporated
by reference in this prospectus supplement and the accompanying prospectus. See "Where You Can Find
More Information" in the accompanying prospectus.








As of September 30, 2007
As

Actual

Adjusted


(in millions)


Current Liabilities:




Short-term borrowings(1)
$ 1,165
$
672
Long-term debt, classified as current:




Current portion of rate reduction bonds(2)

73

73
Current portion of energy recovery bonds(3)
350

350









Total long-term debt, classified as current
$ 423
$
423









Capitalization:




Long-term debt(4)
$ 7,394
$ 7,891
Energy recovery bonds(3)
1,675

1,675
Shareholders' equity(5)
8,835

8,835









Total capitalization
$ 17,904
$ 18,401











(1) Actual Short-term borrowings consisted of $600 million borrowed under the working capital facility and
$565 million of commercial paper and As Adjusted Short-term borrowings gives effect to the use of
proceeds to repay short-term debt.
(2) PG&E Funding LLC, a legally separate but wholly owned, consolidated subsidiary of us, issued rate
reduction bonds, or RRBs, the proceeds of which were used to purchase from us the right, known as
"transition property," to be paid a specified amount from a non-bypassable charge levied on residential
and small commercial customers which is collected by us. We remit the proceeds of the non-bypassable
charge to PG&E Funding LLC for the payment of the RRBs' principal, interest and miscellaneous
associated expenses. The RRBs are secured solely by the transition property. Our creditors have no
recourse to the assets of PG&E Funding LLC and its creditors have no recourse to our assets.
(3) PG&E Energy Recovery Funding LLC, or PERF, a legally separate but wholly owned, consolidated
subsidiary of us, 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.
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(4) Actual Long-term debt consisted of $1,613 million of pollution control bonds and $5,781 million of
senior notes and As Adjusted Long-term debt also includes the senior notes offered hereby, in each case,
net of discounts and premiums.
(5) Includes $258 million of preferred stock without mandatory redemption provisions.
S-4
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Table of Contents

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.
We are offering the senior notes in an initial principal amount of $500 million. 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 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, if a default occurs on the senior notes, The Bank of
New York Trust Company, N.A. will be required to resign as trustee under the indenture, unless the default is
cured, duly waived or otherwise eliminated within 90 days.
We will issue the senior notes in denominations of $1,000 and integral multiples of $1,000.
We will issue the senior notes as a separate series under the indenture. We may without consent of the holders
of the senior notes, issue additional senior notes under the indenture having the same terms in all respects as
the senior notes offered by this prospectus supplement and the accompanying prospectus, and which may
form a single series with the senior notes.
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."
The senior notes:

· will be redeemable at our option, in whole or in part, at any time as described under "-- Optional
Redemption" below;


· will mature on November 30, 2017; and


· will bear interest at 5.625% payable semi-annually on each May 30 and November 30, commencing on
May 30, 2008 to holders of record on the 15th day prior to the interest payment date.
Interest on the senior notes will accrue from December 4, 2007. 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 the payment date.
Ranking
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