Obligation Pacific Power & Light 3.85% ( US694308HE06 ) en USD

Pacific Power & Light

100 % ▲

Etas-Unis

US694308HE06 ( en USD )

3.85% par an ( paiement semestriel )

15/11/2023 - Obligation échue

Prospectus brochure de l'obligation Pacific Gas & Electric US694308HE06 en USD 3.85%, échue

1 000 USD

300 000 000 USD

694308HE0

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

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 Pacific Gas & Electric (ISIN : US694308HE06, CUSIP : 694308HE0), émise aux États-Unis pour un montant total de 300 000 000 USD, avec un taux d'intérêt de 3,85 %, une taille minimale d'achat de 1 000 USD, et une maturité le 15/11/2023, a été remboursée à son échéance au prix de 100 % et affiche des notations S&P de BBB- et Moody's de Baa3.

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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

$800,000,000
$103,040

(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)

$300,000,000 3.85% Senior Notes due November 15, 2023
$500,000,000 5.125% Senior Notes due November 15, 2043

We are offering $300,000,000 principal amount of our 3.85% Senior Notes due November 15, 2023, which we refer to in this
prospectus supplement as our "2023 notes," and $500,000,000 principal amount of our 5.125% Senior Notes due November 15,
2043, which we refer to in this prospectus supplement as our "2043 notes." We collectively refer to both series of notes as our
"senior notes."
We will pay interest on our senior notes on each May 15 and November 15, commencing May 15, 2014. 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 2023 Note

Total

Per 2043 Note

Total

Public Offering Price(1)

99.819%

$299,457,000
99.847%

$499,235,000
Underwriting Discounts and Commissions

0.650%

$ 1,950,000
0.875%

$ 4,375,000
Proceeds to Pacific Gas and Electric Company
(before expenses)(1)

99.169%

$297,507,000
98.972%

$494,860,000
(1) Plus accrued interest, if any, from and including original issuance of the senior notes which is expected to be November 12, 2013.

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 November 12, 2013 through the book-entry facilities of The
Depository Trust Company.

Joint Book-Running Managers

Barclays

Goldman, Sachs & Co.

RBC Capital Markets
Wells Fargo Securities

Co-Managers

BNY Mellon Capital Markets, LLC

Mitsubishi UFJ Securities

TD Securities
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De La Rosa & Co.

Siebert Capital Markets
November 6, 2013
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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 or incorporated by reference in this prospectus
supplement, the accompanying prospectus and any free writing prospectus prepared by us is accurate only as of the date of the
document containing the information or such other date as may be specified therein.

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-4

Use of Proceeds
S-4

Capitalization
S-5

Description of the Senior Notes
S-6

Certain United States Federal Income Tax Consequences
S-11
Underwriting
S-14
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
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, 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, 2012 and our quarterly reports on Form 10-Q for the quarters ended March 31,
2013, June 30, 2013 and September 30, 2013, 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 losses, including penalties and fines, associated with
various investigations; forecasts of costs we will incur to make safety and reliability improvements, including costs to perform work
under the pipeline safety enhancement plan, that we will not recover through rates; forecasts of capital expenditures; estimates and
assumptions used in critical accounting policies, including those relating to regulatory assets and liabilities, environmental
remediation, litigation, third-party claims, and other liabilities; 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," "predict,"
"anticipate," "may," "should," "would," "could," "potential" and similar expressions. We and Corp 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:

· when and how the pending investigations and enforcement matters related to our natural gas system operating practices and
the natural gas transmission pipeline rupture and fire that occurred on September 9, 2010 in San Bruno, California (the

"San Bruno accident") are concluded, including the ultimate amount of fines we will be required to pay the State General
Fund, the cost of any remedial actions we may be ordered to perform, and the extent to which our unrecovered and
unrecoverable costs to perform work associated with our natural gas system are considered in reaching the final outcome;

· the outcome of the pending criminal investigation related to the San Bruno accident, including the ultimate amount of civil

or criminal fines or penalties, if any, that may be imposed, and the impact of remedial measures such as the appointment of
an independent monitor;

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

negative publicity surrounding the San Bruno accident, the related civil litigation, and the pending investigations, including
any charge or finding of criminal liability;

· the timing and amount of insurance recoveries related to third-party liability incurred in connection with the San Bruno

accident;

· the outcomes of current regulatory and ratemaking proceedings, such as the 2014 general rate case and the pending

transmission owner rate cases; and the outcome of future regulatory and ratemaking proceedings, such as the 2015 gas
transmission and storage rate case;

· the ultimate amount of costs we incur in the future that are not recovered through rates, including costs to perform

incremental work to improve the safety and reliability of electric and natural gas operations;

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· the outcome of future investigations or proceedings that may be commenced by the California Public Utilities Commission,

or the 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;

· the amount and timing of additional common stock issuances by Corp, the proceeds of which are contributed as equity to

maintain our authorized capital structure as we incur charges and costs, including costs and fines associated with natural
gas matters, that are not recoverable through rates or insurance;

· 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 environmental compliance and

remediation costs in rates or from other sources; and the ultimate amount of environmental remediation costs we incur but
do not recover, such as the remediation costs associated with our natural gas compressor station site located near Hinkley,
California;

· the impact of new legislation or Nuclear Regulatory Commission regulations, recommendations, policies, decisions, or
orders relating to the operations, seismic design, security, safety, relicensing, or decommissioning of nuclear facilities,

including our Diablo Canyon nuclear power plant, or relating to the storage of spent nuclear fuel, cooling water intake, or
other issues; and whether we obtain renewed operating licenses for the two nuclear operating units at Diablo Canyon;

· the impact of weather-related conditions or events, climate change, natural disasters, acts of terrorism, war or vandalism,
including cyber-attacks, and other events, 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 greenhouse gases, and

whether we are able to continue recovering associated compliance costs, such as the cost of emission allowances and
offsets under cap-and-trade regulations and the cost of renewable energy procurement;

· 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 our counterparties' ability 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 advanced metering system
infrastructure, customer billing, financial, and other systems, can continue to function accurately while meeting regulatory
requirements; 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; and whether we can continue to
rely on third-party vendors and contractors that maintain and support some of our operating systems;

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· 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;

· Corp's and our ability to access capital markets and other sources of debt and equity financing in a timely manner on

acceptable terms;

· changes in credit ratings which could result in increased borrowing costs, especially if Corp or we were to lose our

investment grade credit ratings;

· 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 whether the outcome of proceedings and investigations relating to our
natural gas operations affects our ability to make distributions to Corp in the form of dividends or share repurchases; and,
in turn, Corp's ability to pay dividends;

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

and

· the impact of changes in generally accepted accounting principles, standards, rules, or policies, including those related to

regulatory accounting, and the impact of changes in their interpretation or application.
For more information about the significant risks that could affect the outcome of these forward-looking statements and our future
financial condition, results of operations and cash flows, you should read the sections titled "Risk Factors" in the documents
incorporated by reference in this prospectus supplement and the accompanying prospectus, together with "Risk Factors" in this
prospectus supplement.
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 one of the largest combination natural gas and electric utilities in the United States. We were incorporated in California
in 1905 and are a subsidiary of PG&E Corporation. We provide natural gas and electric service to approximately 15 million people
throughout a 70,000-square-mile service area in northern and central California. We generate revenues mainly through the sale and
delivery of electricity and natural gas to 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 and for the
nine months ended September 30, 2013.

Nine Months Ended
September 30, 2013
2012
2011
2010

2009

2008
2.34x

2.24x
2.51x
3.12x

3.12x

2.96x
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. Fixed charges exclude interest on tax liabilities.
USE OF PROCEEDS
We estimate that the net proceeds from this offering will be approximately $791.0 million, after deducting underwriting
discounts and commissions and estimated offering expenses payable by us. We expect to use a portion of the net proceeds from this
offering to repay the entire $400 million in principal amount of our 6.25% Senior Notes due December 1, 2013 (the "2013 Notes").
We expect to use the remaining net proceeds from the offering for general corporate purposes, including to repay a portion of our
outstanding commercial paper. At November 5, 2013, the outstanding commercial paper was approximately $821 million, the
weighted average yield on our outstanding commercial paper was approximately 0.26% per annum and the weighted average maturity
on our outstanding commercial paper was 30.44 days.

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CAPITALIZATION
The following table sets forth our consolidated capitalization as of September 30, 2013, 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 nine months ended September 30, 2013, 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,

2013

Actual
As Adjusted

(in millions)

Current Liabilities:

Short-term borrowings(1)

$
693
$
302
Total long-term debt, classified as current(2)

$
938
$
538

Capitalization:

Long-term debt(3)

$11,918
$ 12,717
Shareholders' equity(4)

14,488
14,488

Total capitalization

$26,406
$ 27,205

(1) Actual short-term borrowings primarily included commercial paper and as adjusted short-term borrowings gives effect to the
use of proceeds of this offering to repay a portion of our outstanding commercial paper.
(2) As adjusted total long-term debt, classified as current reflects the payment of the 2013 Notes. See "Use of Proceeds."
(3) Actual long-term debt consisted of $1,267 million of pollution control bonds and $10,651 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 2023 notes are being offered in the aggregate principal amount of $300,000,000 and will mature on November 15, 2023.
The 2043 notes are being offered in the aggregate principal amount of $500,000,000 and will mature on November 15, 2043.
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 2023 notes will bear interest from November 12, 2013 at 3.85% per annum, payable semiannually on each May 15 and
November 15, commencing on May 15, 2014, to holders of record on the 15th day prior to the interest payment date.
The 2043 notes will bear interest from November 12, 2013 at 5.125% per annum, payable semiannually on each May 15 and
November 15, commencing on May 15, 2014, 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 2023 Notes" and "Optional Redemption for Senior Notes -- Optional
Redemption for 2043 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."

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