Obligation Pacific Power & Light 3.75% ( US694308HA83 ) en USD

Pacific Power & Light

100 % ▲

Etas-Unis

US694308HA83 ( en USD )

3.75% par an ( paiement semestriel )

15/08/2042

Prospectus brochure de l'obligation Pacific Gas & Electric US694308HA83 en USD 3.75%, échéance 15/08/2042

1 000 USD

350 000 000 USD

694308HA8

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/08/2026 ( Dans 133 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 du Nord.

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HA83, paye un coupon de 3.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/08/2042

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HA83, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Pacific Power & Light ( Etas-Unis ) , en USD, avec le code ISIN US694308HA83, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
424B2 1 d392665d424b2.htm PROSPECTUS SUPPLEMENT FILED PURSUANT TO RULE 424(B)(2)
Table of Contents

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-172394
CALCULATION OF REGISTRATION FEE

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

Offering Price
Registration Fee(1)
Debt Securities

$750,000,000
$85,950

(1) Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended
1 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 23, 2011)

$400,000,000 2.45% Senior Notes due August 15, 2022
$350,000,000 3.75% Senior Notes due August 15, 2042

We are offering $400,000,000 principal amount of our 2.45% Senior Notes due August 15, 2022, which we refer to in this
prospectus supplement as our "2022 notes," and $350,000,000 principal amount of our 3.75% Senior Notes due August 15, 2042,
which we refer to in this prospectus supplement as our "2042 notes." We collectively refer to both series of notes as our "senior
notes."
We will pay interest on our senior notes on each February 15 and August 15, commencing February 15, 2013. 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-1 of this prospectus
supplement.

Per 2022 Note

Total

Per 2042 Note

Total

Public Offering Price(1)

99.709%

$398,836,000
99.911%

$349,688,500
Underwriting Discounts and Commissions

0.650%

$ 2,600,000
0.875%

$ 3,062,500
Proceeds to Pacific Gas and Electric Company
(before expenses)(1)

99.059%

$396,236,000
99.036%

$346,626,000
(1) Plus accrued interest, if any, from and including original issuance of the senior notes which is expected to be August 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 August 16, 2012 through the book-entry facilities of The Depository
Trust Company.

Joint Book-Running Managers

Barclays

Deutsche Bank Securities

Morgan Stanley

RBS

Co-Managers

2 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Blaylock Robert Van, LLC

Mitsubishi UFJ Securities

Ramirez & Co., Inc.

US Bancorp
C.L. King & Associates

Lebenthal & Co., LLC
August 13, 2012
3 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
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-1

Forward-Looking Statements
S-1

Our Company
S-3

Ratio of Earnings to Fixed Charges
S-3

Use of Proceeds
S-4

Capitalization
S-5

Description of the Senior Notes
S-6

Certain United States Federal Income Tax Consequences
S-12
Underwriting
S-15
General Information
S-19
Legal Matters
S-19
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.

S-i
4 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
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 the fiscal year ended December 31, 2011 and our quarterly reports on Form 10-Q for the quarters ended March 31,
2012 and June 30, 2012, each of 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 accompanying 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;
estimated losses associated with various investigations, enforcement matters, and regulatory proceedings pertaining to the San Bruno
accident (as defined below) and our natural gas operations; estimated losses and insurance recoveries associated with the civil
litigation arising from the natural gas transmission pipeline rupture and fire that occurred on September 9, 2010 in San Bruno,
California (the "San Bruno accident"); estimated additional costs we will incur related to our natural gas transmission and
distribution business; estimated future cash flows; and the amount of future equity or debt financings. 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 outcomes of pending and future investigations, enforcement matters, and regulatory proceedings related to the San
Bruno accident and the safety of our natural gas system; the ultimate amount of third-party claims associated with the San

Bruno accident and the timing and amount of related insurance recoveries; the ultimate amount of any civil or criminal
penalties, or punitive damages, if any, we may incur related to these matters; and the ultimate amount of costs we incur for
natural gas matters that are not recovered through rates;

· the outcome of future investigations or proceedings that may be commenced by the California Public Utilities Commission
("CPUC") or other regulatory authorities relating to our compliance with laws, rules, regulations, or orders applicable to

the operation, inspection, and maintenance of our electric and gas facilities (in addition to investigations or proceedings
related to the San Bruno accident and natural gas matters);

· the ultimate amount of additional costs we incur in 2012 and 2013, for incremental work to improve the safety and

reliability of our electric and natural gas operations, that are not recovered through rates;

· whether we are able to repair the reputational harm we have suffered, and may suffer in the future, due to the San Bruno

accident and the related civil litigation, the occurrence of adverse developments in the CPUC investigations or the criminal
investigation, including any finding of criminal liability;

· the level of equity contributions that Corp must make to us to enable us to maintain our authorized capital structure as we

incur charges and costs, including costs associated with natural gas matters and penalties imposed in connection with the
pending investigations, that are not recoverable through rates or insurance;

S-1
5 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
· the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge
our known and unknown remediation obligations; 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 costs we incur in connection with
environmental remediation liabilities that are not recoverable through rates or insurance, such as the remediation costs
associated with our natural gas compressor station site located near Hinkley, California;

· the results of seismic studies we are conducting that could affect our ability to continue operating our Diablo Canyon
nuclear power plant ("Diablo Canyon") or renew the operating licenses for Diablo Canyon, and the impact of new

legislation, regulations, recommendations or policies applicable to 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 weather-related conditions or events (such as storms, tornadoes, floods, drought, solar or electromagnetic
events, and wildland and other fires), natural disasters (such as earthquakes, tsunamis, and pandemics), and other events
(such as explosions, fires, accidents, mechanical breakdowns, equipment failures, human errors, and labor disruptions), 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 liability for property
damage or personal injury, or result in the imposition of civil, criminal, or regulatory penalties on us;

· the impact of environmental laws and regulations aimed at the reduction of carbon dioxide and other greenhouse gases, 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 extent of municipalization of our electric
distribution facilities, changing levels of "direct access" customers who procure electricity from alternative energy

providers, changing levels of customers who purchase electricity from governmental bodies that act as "community choice
aggregators," and the development of alternative energy technologies including self-generation and distributed generation
technologies;

· the adequacy and price of electricity, natural gas, and nuclear fuel supplies; the extent to which we can manage and respond
to the volatility of energy commodity prices; our ability and the ability of our counterparties to post or return collateral in

connection with price risk management activities; and whether we are able to recover timely our energy commodity costs
through rates;

· whether our information technology, operating systems and networks, including the newly installed advanced metering
system infrastructure, customer billing, financial, and other systems, continue to function accurately; whether we can
modify our operating systems and networks as needed to timely implement "dynamic pricing" retail electric rates and
comply with other requirements established by the CPUC; whether we are able to protect our operating systems and

networks from damage, disruption, or failure caused by cyber-attacks, computer viruses, or other hazards; whether our
security measures are sufficient to protect confidential customer, vendor, and financial data contained in such systems and
networks from unauthorized access and disclosure; and whether we can continue to rely on third-party vendors and
contractors that maintain and support some of our operating systems;

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

rates, or from other third parties;

· our ability to access capital markets and other sources of debt and equity financing in a timely manner on acceptable terms;

S-2
6 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
· 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; and

· the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, or regulations.
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 June 30, 2012, we served approximately 5 million electricity distribution customers and approximately 4 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.
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
six months ended June 30, 2012.

Six Months Ended
June 30, 2012

2011

2010

2009

2008

2007
2.59x

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.

S-3
7 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $741.5 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 August 10, 2012,
the outstanding amount of our commercial paper was approximately $641.5 million, the weighted average yield on our outstanding
commercial paper was approximately 0.38% per annum and the average maturity on our outstanding commercial paper was 15.71
days.

S-4
8 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
Table of Contents
CAPITALIZATION
The following table sets forth our consolidated capitalization as of June 30, 2012, 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 six months ended June 30, 2012, incorporated by reference in this prospectus supplement and the accompanying
prospectus. See "Where You Can Find More Information" in the accompanying prospectus.

As of June 30,

2012

Actual
As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)

$ 1,079
$
338
Long-term debt, classified as current:

Current portion of energy recovery bonds(2)

223

223

Total long-term debt, classified as current

$
223
$
223

Capitalization:

Long-term debt(3)

$11,817
$ 12,566
Shareholders' equity(4)

13,061
13,061

Total capitalization

$24,898
$ 25,627

(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 $1,267 million of pollution control bonds and $10,550 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.

S-5
9 of 44
8/15/2012 8:46 AM

Prospectus Supplement Filed Pursuant to Rule 424(b)(2)
http://www.sec.gov/Archives/edgar/data/75488/000119312512355750/d...
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.
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 2022 notes are being offered in the aggregate principal amount of $400,000,000 and will mature on August 15, 2022. The
2042 notes are being offered in the aggregate principal amount of $350,000,000 and will mature on August 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.
For each series of senior notes, we may without consent of the holders of that series issue additional senior notes of that series
under the indenture, as we are doing in this offering, 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 2022 notes will bear interest from August 16, 2012 at 2.45% per annum, payable semiannually on each February 15 and
August 15, commencing on February 15, 2013, to holders of record on the 15th day prior to the interest payment date.
The 2042 notes will bear interest from August 16, 2012 at 3.75% per annum, payable semiannually on each February 15 and
August 15, commencing on February 15, 2013, 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.
Each series of senior notes will be redeemable at our option, in whole or in part, at any time as described under "Optional
Redemption for Senior Notes -- Optional Redemption for 2022 Notes" and "Optional Redemption for Senior Notes -- Optional
Redemption for 2042 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.

S-6
10 of 44
8/15/2012 8:46 AM