Obligation Pacific Power & Light 6.25% ( US694308GQ45 ) en USD

Pacific Power & Light

100 % ▼

Etats-unis

US694308GQ45 ( en USD )

6.25% par an ( paiement semestriel )

28/02/2039

Prospectus brochure de l'obligation Pacific Gas & Electric US694308GQ45 en USD 6.25%, échéance 28/02/2039

694308GQ4

01/09/2026 ( Dans 150 jours )

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.

L'Obligation émise par Pacific Power & Light ( Etats-unis ) , en USD, avec le code ISIN US694308GQ45, paye un coupon de 6.25% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2039

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Filed pursuant to Rule 424(b)(2)
SEC File No. 333-149361

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities

Maximum Aggregate

Amount of
to be Registered

Offering Price

Registration Fee(1)(2)
Debt Securities

$ 543,185,500

$ 21,347.19

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933.

(2) Pursuant to Rule 457(p) under the Securities Act of 1933, Pacific Gas and Electric Company (the
"Company") has carried forward to its Registration Statement on Form S-3 (No. 333-149361) registration
fees of $123,338.85 that had been paid with respect to unsold debt securities that were previously registered
pursuant to a Registration Statement on Form S-3 (No. 333-109994). Such registration fees are being
applied to offset the $21,347.19 of registration fees payable with respect to the notes offered and sold by the
Company pursuant to the Registration Statement on Form S-3/ASR (No. 333-149361). This "Calculation of
Registration Fee" table shall be deemed to update the "Calculation of Registration Fee" table in the
Company's Registration Statement on Form S-3/ASR (File No. 333-149361).

PROSPECTUS SUPPLEMENT
(To Prospectus dated February 22, 2008)

$ 550,000,000
6.25% Senior Notes due March 1, 2039

We are offering $550,000,000 principal amount of our 6.25% Senior Notes due March 1, 2039, which we refer to in this prospectus supplement as our
"senior notes."
We will pay interest on our senior notes on each March 1 and September 1, commencing September 1, 2009. The senior notes will be issued in
denominations of $1,000 and integral multiples of $1,000.
We may redeem the senior notes in whole or in part at any time at the redemption price 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.

Per Senior Note

Total
Public Offering Price(1)

98.761 %

$ 543,185,500
Underwriting Discount

0.875 %

$ 4,812,500
Proceeds to Pacific Gas and Electric Company (before expenses)(1)

97.886 %

$ 538,373,000

(1) Plus accrued interest, if any, from and including original issuance of the senior notes which is expected to be March 6, 2009.

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 March 6, 2009 through the book-entry facilities of The Depository Trust Company.

Joint Book-Running Managers
Barclays Capital
BNP PARIBAS
UBS Investment Bank

Co-Managers
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Mizuho Securities USA Inc.
Wedbush Morgan Securities Inc.
Blaylock Robert Van, LLC
CastleOak Securities, L.P.
U.S. Bancorp Investments, Inc.
Cabrera Capital Markets, LLC
March 3, 2009
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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
Our Company
S-3
Ratio of Earnings to Fixed Charges
S-3
Use of Proceeds
S-3
Capitalization
S-4
Description of the Senior Notes
S-5
S-
Underwriting
10
S-
General Information
12
S-
Legal Matters
12

Prospectus
About This Prospectus
i
Pacific Gas and Electric Company
1
Risk Factors
1
Forward-Looking Statements
1
Ratio of Earnings to Fixed Charges
2
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
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 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 the accompanying prospectus, 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.
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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, 2008, 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 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, 2008, 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.

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.

2008

2007

2006

2005

2004

3.19x
2.79x
2.98x
3.56x

10.75x
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 requirements and preferred security distribution requirements of a majority-owned trust. Fixed charges exclude interest on
Financial Accounting Standards Board Interpretation No. 48 (Accounting for Uncertainty in Income Taxes) tax liabilities.

USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $537.9 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 to
pay capital expenditures. At March 2, 2009, the outstanding amount of our commercial paper was $1.49 billion and the weighted average yield on our
outstanding commercial paper was approximately 1.23% per annum.
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CAPITALIZATION
The following table sets forth our consolidated capitalization as of December 31, 2008, 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 fiscal year ended December 31, 2008, 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, 2008

Actual

As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)
$
287
$
0
Long-term debt, classified as current:

Current portion of long-term debt(2)

600

600
Current portion of energy recovery bonds(3)

370

370

Total long-term debt, classified as current
$ 1,257
$
970

Capitalization:

Long-term debt(4)
$ 9,041
$
9,584
Energy recovery bonds(3)
1,213

1,213
Shareholders' equity(5)
9,787

9,787

Total capitalization
$ 20,041
$
20,584

(1) Actual short-term borrowings consisted of $287 million of commercial paper and as adjusted short-term borrowings gives effect to the use of proceeds
to repay short-term debt.
(2) The entire $600 million of current portion of long-term debt matured on March 1, 2009.
(3) 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.
(4) Actual long-term debt consisted of $1,563 million of pollution control bonds and $7,478 million of senior notes and as adjusted long-term debt also
includes the senior notes offered hereby, in each case, net of any discounts and premiums.
(5) 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 an initial aggregate principal amount of $550,000,000 and will mature on March 1, 2039.
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 under the indenture, having the same terms in all respects to the
senior notes (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.
The senior notes will bear interest from March 6, 2009 at 6.25% per annum, payable semiannually on each March 1 and September 1, commencing on
September 1, 2009 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.
The senior notes will be redeemable at our option, in whole or in part, at any time as described under "-- Optional Redemption" 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 the payment date.
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, 2008, we had approximately
$8.1 billion of notes outstanding under the indenture for the senior notes.
As of December 31, 2008, we did not have any outstanding secured debt for borrowed money. The indenture contains no restrictions on the amount of
additional indebtedness that may be incurred by us.
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Optional Redemption
We may, at our option, redeem the senior notes in whole or in part at any time 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 40 basis points,
plus, in either case, accrued and unpaid interest to 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.
"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.
"Quotation Agent" means the Reference Treasury Dealer appointed by us for the senior notes.
"Reference Treasury Dealer" means (1) each of Barclays Capital Inc., BNP Paribas Securities Corp. and UBS Securities LLC and their respective
successors, unless any of them ceases to be a primary dealer in certain U.S. government securities ("Primary Treasury Dealer"), in which case we shall
substitute another Primary Treasury Dealer; and (2) any other Primary Treasury Dealer selected by us.
"Reference Treasury Dealer Quotations" means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by us,
of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to us by that
Reference Treasury Dealer at 5:00 p.m., New York City time, on the third Business Day preceding that redemption date.
If we redeem only some of the senior notes, DTC's practice is to choose by lot the amount to be redeemed from the senior notes held by each of its
participating institutions. DTC will give notice to these participants, and these participants will give notice to any "street name" holders of any indirect
interests in the senior notes to be redeemed according to arrangements among them. These notices may be subject to statutory
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or regulatory requirements. We will not be responsible for giving notice of a redemption of the senior notes to be redeemed to anyone other than the
registered holders of the seniors notes to be redeemed, which is currently DTC. If senior notes to be redeemed are no longer held through DTC and fewer
than all the senior notes are to be redeemed, selection of senior notes for redemption will be made by the trustee in any manner the trustee deems fair and
appropriate.
Subject to the foregoing and to applicable law (including, without limitation, United States federal securities laws), we or our affiliates may, at any time and
from time to time, purchase outstanding senior notes by tender, in the open market or by private agreement.
No Sinking Fund
There is no provision for a sinking fund for the senior notes.
Covenants
The indenture restricts us and any of our subsidiaries which are "significant subsidiaries" from incurring or assuming secured debt or entering into sale and
leaseback transactions, except in certain circumstances. The accompanying prospectus describes this covenant (see "Restrictions on Liens and Sale and
Leaseback Transactions" in the accompanying prospectus) and other covenants contained in the indenture in greater detail and should be read prior to
investing.
Book-Entry System; Global Notes
Except as set forth below, the senior notes will initially be issued in the form of one or more global notes. The senior notes will be issued as fully-registered
securities registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of
DTC. One fully-registered security certificate will be issued for the senior notes in the aggregate principal amount of such series, and will be deposited with
DTC or the trustee on behalf of DTC. If, however, the aggregate principal amount of the senior notes exceeds $500 million, one certificate will be issued
with respect to each $500 million of principal amount and an additional certificate will be issued with respect to any remaining principal amount of senior
notes. Investors may hold their beneficial interests in a global note directly through DTC or indirectly through organizations which are participants in the
DTC system.
Unless and until they are exchanged in whole or in part for certificated notes, the global notes may not be transferred except as a whole by DTC or its
nominee.
DTC has advised us as follows:

· DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New
York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial
Code and a "clearing agency" registered under the provisions of Section 17A of the Securities Exchange Act of 1934.

· DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity, corporate and municipal debt issues, and money
market instrument from over 100 countries that DTC's direct participants deposit with DTC. DTC also facilitates the post-trade settlement among
direct participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and
pledges between direct participants' accounts. This eliminates the need for physical movement of securities certificates. Direct participants include
both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a
wholly owned subsidiary of The Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities
Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its
regulated subsidiaries. Access to the DTC system is also available to others, such as both U.S. and non-U.S. securities brokers and dealers, banks,
trust companies and clearing corporations that clear through or maintain a custodial relationship with a direct participant, either directly or
indirectly. DTC has Standard & Poor's highest rating: AAA. The DTC rules applicable to its direct and indirect participants
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are on file with the SEC. More information about DTC can be found at www.dtcc.com and www.dtc.org.

· Purchases of the senior notes under the DTC system must be made by or through direct participants, which will receive a credit for the senior notes
on DTC's records. The ownership interest of each actual purchaser of each senior note, or the beneficial owner, is, in turn, to be recorded on the
direct and indirect participants' records. Beneficial owners will not receive written confirmation from DTC of their purchase. Beneficial owners
are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the direct or indirect participant through which the beneficial owner entered into the transaction. Transfers of ownership interests in the senior
notes are to be accomplished by entries made on the books of direct and indirect participants acting on behalf of beneficial owners. Beneficial
owners will not receive certificates representing their ownership interests in senior notes, except in the event that use of the book-entry system for
the senior notes is discontinued.

· To facilitate subsequent transfers, all senior notes deposited by direct participants with DTC are registered in the name of DTC's partnership
nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of senior notes with DTC and
their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge
of the actual beneficial owners of the senior notes; DTC's records reflect only the identity of the direct participants to whose accounts the senior
notes are credited, which may or may not be the beneficial owners. The direct and indirect participants will remain responsible for keeping account
of their holdings on behalf of their customers.

· Conveyance of notices and other communications by DTC to direct participants, by direct participants to indirect participants, and by direct
participants and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial owners of the senior notes may wish to take certain steps to augment the
transmission to them of notices of significant events with respect to the senior notes, such as redemptions, tenders, defaults and proposed
amendments to the senior note documents. For example, beneficial owners of senior notes may wish to ascertain whether the nominee holding the
senior notes for their benefit has agreed to obtain and transmit notices to beneficial owners. In the alternative, beneficial owners may wish to
provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

· Redemption notices shall be sent to DTC. If less than all of the senior notes are being redeemed, DTC's practice is to determine by lot the amount
of the interest of each direct participant in the senior notes to be redeemed.

· Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to senior notes unless authorized by a direct
participant in accordance with DTC's MMI procedures. Under its usual procedures, DTC mails an omnibus proxy to the issuer as soon as possible
after the record date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to those direct participants to whose accounts senior
notes are credited on the record date (identified in a listing attached to the omnibus proxy).

· Redemption proceeds, distributions and dividend payments on the senior notes will be made to Cede & Co. or such other nominee as may be
requested by an authorized representative of DTC. DTC's practice is to credit direct participants' accounts upon DTC's receipt of funds and
corresponding detail information from the issuer or the agent on payable date in accordance with their respective holdings shown on DTC's
records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of the participant and not
of DTC nor its nominee, agent or the issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of
redemption proceeds, distributions and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the issuer or agent, disbursement of the payments to direct participants will be the
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