Obligation Pacific Power & Light 0% ( US694308HU48 ) en USD

Pacific Power & Light

100 % ⇌

Etas-Unis

US694308HU48 ( en USD )

28/11/2018 - Obligation échue

Prospectus brochure de l'obligation Pacific Gas & Electric US694308HU48 en USD 0%, échue

100 000 USD

492 500 000 USD

694308HU4

N/A

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 US694308HU48, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/11/2018

424B3 1 form424b3.htm
Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-224091

PROSPECTUS
Pacific Gas and Electric Company
OFFER TO EXCHANGE
This is an offer by Pacific Gas and Electric Company (the "Company"), a subsidiary of PG&E Corporation ("Corp"), to exchange
up to $500,000,000 aggregate principal amount of its Floating Rate Senior Notes due November 28, 2018 (the "2018 Restricted Notes"),
$1,150,000,000 aggregate principal amount of its 3.30% Senior Notes due December 1, 2027 (the "2027 Restricted Notes") and
$850,000,000 aggregate principal amount of its 3.95% Senior Notes due December 1, 2047 (the "2047 Restricted Notes", and together with
the 2018 Restricted Notes and 2027 Restricted Notes, the "Restricted Notes") that were issued pursuant to a private offering on November
29, 2017, for a like aggregate principal amount of Floating Rate Senior Notes due November 28, 2018 (the "2018 Exchange Notes"), 3.30%
Senior Notes due December 1, 2027 (the "2027 Exchange Notes") and 3.95% Senior Notes due December 1, 2047 (the "2047 Exchange
Notes", and together with the 2018 Exchange Notes and 2027 Exchange Notes, the "Exchange Notes"), respectively, in a transaction
registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Exchange Offer"). We refer to the 2027 Exchange
Notes and the 2047 Exchange Notes as the "Fixed Rate Exchange Notes".
The Exchange Offer is subject to customary closing conditions and will expire at 5:00 p.m., New York City time, on May 14, 2018,
unless we extend the Exchange Offer.
The Exchange Offer:
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We will exchange equal principal amounts of 2018 Exchange Notes, 2027 Exchange Notes and 2047 Exchange Notes for all
outstanding 2018 Restricted Notes, 2027 Restricted Notes and 2047 Restricted Notes, respectively, that are validly tendered and not
validly withdrawn prior to the expiration or termination of the Exchange Offer.
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You may withdraw tenders of the Restricted Notes at any time prior to the expiration or termination of the Exchange Offer.
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The terms of the Exchange Notes are identical in all material respects to those of the outstanding Restricted Notes, except that the
transfer restrictions, registration rights and additional interest provisions relating to the Restricted Notes do not apply to the Exchange
Notes.
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The exchange of the Restricted Notes for the Exchange Notes will not be a taxable transaction for United States federal income tax
purposes, but you should see the discussion under the caption "Material U.S. Federal Income Tax Consequences" for more
information.
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We will not receive any proceeds from the Exchange Offer.
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We issued the Restricted Notes in a transaction not requiring registration under the Securities Act and, as a result, their transfer is
restricted. We are making the Exchange Offer to satisfy your registration rights as a holder of the Restricted Notes.
The Exchange Notes will be direct, unsecured and unsubordinated obligations of the Company and will rank equally with all our other
existing and future unsecured and unsubordinated obligations. The Exchange Notes will be effectively subordinated to all our secured debt. For a
more detailed description of the Exchange Notes, see "Description of the Exchange Notes".

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The Exchange Notes, together with any Restricted Notes that are not exchanged in the Exchange Offer, will be governed by the same
indenture, constitute the same class of debt securities for the purposes of the indenture and vote together on all matters.
Each broker-dealer that receives the Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will
deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. The letter of transmittal
accompanying this prospectus states that, by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it
is an "underwriter" within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be
used by a broker-dealer in connection with resales of the Exchange Notes received in exchange for the Restricted Notes where such Restricted
Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Under the registration rights
agreement, we have agreed to make available a prospectus in conformity in all material respects with the requirements of the Securities Act and the
Trust Indenture Act of 1939, as amended, to any participating broker-dealer for use in connection with any resale of any Exchange Notes acquired
in the Exchange Offer for the period beginning when the Exchange Notes are first issued in the Exchange Offer and ending upon the earlier of the
expiration of the 30th day after the Exchange Offer has been completed or such time as such broker-dealers no longer own any Restricted Notes.
See "Plan of Distribution".
All untendered Restricted Notes will continue to be subject to the restrictions on transfer set forth in the outstanding Restricted Notes and
in the indenture. In general, the Restricted Notes may not be offered or sold, unless registered under the Securities Act, except pursuant to an
exemption from, or in a transaction not subject to, the Securities Act and other applicable securities laws. Other than in connection with the
Exchange Offer, we do not currently anticipate that we will register the Restricted Notes under the Securities Act.
There is no established trading market for the Exchange Notes. We do not plan to list the Exchange Notes on any securities exchange or
any automated dealer quotation system.
See "Risk Factors" beginning on page 15 for a discussion of risks you should consider prior to tendering your outstanding
Restricted Notes for exchange.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is April 13, 2018.

We have not authorized any person to provide any information or to make any representation other than the information contained or
incorporated by reference in this prospectus, and if any person provides any of this information or makes any representation of this kind, that
information or representation must not be relied upon as having been authorized by us. If you receive any other information, you should not rely on
it. We are not making the Exchange Offer to, nor will we accept surrenders for exchange from, holders of outstanding Restricted Notes in any
jurisdiction in which the applicable Exchange Offer would not be in compliance with the securities or blue sky laws of such jurisdiction or where it
is otherwise unlawful. This prospectus may only be used where it is legal to sell these securities. You should assume that the information
contained in this prospectus is accurate only as of its date, and that any information we have incorporated by reference is accurate only as of the
date of the document incorporated by reference. Our business, financial condition, results of operations and prospects may have changed since
those dates.
TABLE OF CONTENTS
Page

WHERE YOU CAN FIND MORE INFORMATION
i

CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
ii

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
1

SUMMARY
5

SUMMARY OF THE EXCHANGE OFFER
6

SUMMARY DESCRIPTION OF THE EXCHANGE NOTES
13

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RISK FACTORS
15

RATIO OF EARNINGS TO FIXED CHARGES
18

USE OF PROCEEDS
19

SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION
20

THE EXCHANGE OFFER
21

DESCRIPTION OF THE EXCHANGE NOTES
31

BOOK-ENTRY, DELIVERY AND FORM
45

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES
48

PLAN OF DISTRIBUTION
49

LEGAL MATTERS
49

EXPERTS
49
Pacific Gas and Electric Company is a California corporation. The mailing address of our principal executive offices is 77 Beale Street,
P.O. Box 770000, San Francisco, California 94177, and our telephone number at that location is (415) 973-7000.
Unless otherwise indicated, when used in this prospectus, the terms "we," "our," "us" and "the Company" refer to Pacific Gas and
Electric Company and its subsidiaries, and the term "Corp" refers to our parent, PG&E Corporation.

Table of Contents
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the Securities and Exchange Commission
("SEC"). Our SEC filings are available to the public from the SEC's web site at www.sec.gov. You may also read and copy any document we file
at the SEC's public reference room in Washington, D.C. located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also
obtain copies of any document we file at prescribed rates by writing to the Public Reference Section of the SEC at that address. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference room. Information about us, including our SEC filings, is also available
on our website at www.pge.com. Our website and the information contained therein or connected thereto shall not be deemed to be
incorporated into this prospectus and you should not rely on any such information in making your investment decision.

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CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
We have "incorporated by reference" into this prospectus certain information that we file with the SEC. This means that we can disclose
important business, financial and other information that is not included in or delivered with this prospectus by referring you to the documents
containing this information.
We incorporate by reference the documents listed below and all future filings we make with the SEC under Section 13(a), 13(c), 14 or
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15(d) of the Securities Exchange Act of 1934, in each case other than information deemed to be furnished and not filed (unless we specifically
state in such filing that such information is to be considered "filed" under the Exchange Act), on or after the date of this prospectus and prior to
the completion or termination of the Exchange Offer made pursuant to this prospectus or for so long as we are obligated to make this prospectus
available to broker-dealers for resale as described herein:

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our Annual Report on Form 10-K for the year ended December 31, 2017;
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the information specifically incorporated by reference into the Annual Report on Form 10-K for the year ended December 31, 2017
from our definitive proxy statement on Schedule 14A, filed on March 26, 2018; and
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our Current Reports on Form 8-K filed January 11, 2018, January 19, 2018, February 23, 2018, February 26, 2018 and April 2, 2018.

The incorporation by reference of the filings listed above does not extend to any such filings made by Corp and not us or to any
information in any filings jointly made by Corp and us regarding Corp or its other subsidiaries, but not regarding us.
All information incorporated by reference is deemed to be part of this prospectus except to the extent that the information is updated or
superseded by information filed with the SEC after the date the incorporated information was filed (including later-dated reports listed above) or
by the information contained in this prospectus. Any information that we subsequently file with the SEC that is incorporated by reference, as
described above, will automatically update and supersede as of the date of such filing any previous information that had been part of this
prospectus, or that had been incorporated herein by reference.
You may request a copy of these filings at no cost by writing or contacting us at the following address:
The Office of the Corporate Secretary
PG&E Corporation
77 Beale Street
P.O. Box 770000
San Francisco, CA 94177
Telephone: (415) 973-8200
Facsimile: (415) 973-8719

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the documents incorporated by reference 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.
These forward-looking statements relate to, among other matters, estimated losses, including penalties and fines, associated with various
investigations and proceedings; forecasts of pipeline-related expenses that the Company 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 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:
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the impact of the Northern California wildfires, including the costs of restoration of service to customers and repairs to the Company
facilities, and whether the Company is able to recover such costs through a Catastrophic Event Memorandum Account; the timing and
outcome of the wildfire investigations, including into the causes of the wildfires; whether the Company may have liability associated with
these fires; if liable for one or more fires, whether the Company would be able to recover all or part of such costs through insurance or
through regulatory mechanisms, to the extent insurance is not available or exhausted; and potential liabilities in connection with fines or
penalties that could be imposed on the Company if the California Department of Forestry and Fire Protection and the California Public
Utilities Commission ("CPUC") or any other law enforcement agency brought an enforcement action and determined that the Company
failed to comply with applicable laws and regulations;
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the impact of the Tax Cuts and Jobs Act of 2017 ("Tax Act"), and the timing and outcome of the CPUC decision related to the Company's
future filings in connection with the impact of the Tax Act on the Company's rate cases and its implementation plan;
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the Company's ability to efficiently manage capital expenditures and its operating and maintenance expenses within the authorized levels
of spending and timely recover its costs through rates, and the extent to which the Company incurs unrecoverable costs that are higher
than the forecasts of such costs;
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the timing and outcomes of the 2019 GT&S rate case, TO18 and TO19 rate cases (as such terms are defined in the Company's Annual
Report on Form 10-K) and other ratemaking and regulatory proceedings;
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the timing and outcome of the Butte fire litigation, the timing and outcome of any proceeding to recover costs in excess of insurance from
customers, if any;
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the effect, if any, that the $8.3 million citations issued by the CPUC Safety and Enforcement Division ("SED") in connection with the
Butte fire may have on the Butte fire litigation; and whether additional investigations and proceedings in connection with the Butte fire
will be opened and any additional fines or penalties imposed on the Company;
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whether the CPUC approves the Company's application to establish a Wildfire Expense Memorandum Account ("WEMA") to track
wildfire expenses and to preserve the opportunity for the Company to request recovery of wildfire costs in excess of insurance at a future
date, and the outcome of any potential request to recover such costs;
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the outcome of the probation and the monitorship imposed by the federal court after the Company's conviction in the federal criminal trial
in 2017, the timing and outcomes of the debarment proceeding, the SED's unresolved enforcement matters relating to the Company's
compliance with natural gas-related laws and regulations, and other investigations that have been or may be commenced relating to the
Company's compliance with natural gas- and electric-related laws and regulations, ex parte communications, and the ultimate amount of
fines, penalties, and remedial costs that the Company may incur in connection with the outcomes;

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the timing and outcomes of investigations by the U.S. Attorney's Office in San Francisco and the California Attorney General's office
related to communications between the Company's personnel and CPUC officials, whether additional criminal or regulatory investigations
or enforcement actions are commenced with respect to allegedly improper communications, and the extent to which such matters
negatively affect the final decisions to be issued in the Company's ratemaking proceedings;
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the effects on Corp's and the Company's reputations caused by the Company's conviction in the federal criminal trial in 2017, the state
and federal investigations of natural gas incidents and the Northern California wildfires, improper communications between the CPUC
and the Company, and the Company's ongoing work to remove encroachments from transmission pipeline rights-of-way;
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whether the Company can control its costs within the authorized levels of spending, and successfully implement a streamlined
organizational structure and achieve project savings, the extent to which the Company incurs unrecoverable costs that are higher than the
forecasts of such costs, and changes in cost forecasts or the scope and timing of planned work resulting from changes in customer demand
for electricity and natural gas or other reasons;
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whether the Company is able to successfully adapt its business model to significant change that the electric industry is undergoing and the
impact such change will have on the natural gas industry;
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the impact of increased costs to comply with natural gas regulations, including the Senate Bill 887 directing Division of Oil, Gas and
Geothermal Resources and the California Air Resources Board to develop permanent regulations for gas storage facility operations in
California to comply with new safety and reliability measures; the Pipeline and Hazardous Materials Safety Administration rules effective
January 18, 2017 regulating gas storage facilities at the federal level; and the CPUC General Order 112-F that went into effect on January
1, 2017, that requires additional expenditures in the areas of gas leak repair, leak survey, high consequences area identification, and
operator qualifications, and could impact the Company's ability to timely recover such costs;
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whether the Company and its third-party vendors and contractors are able to protect the Company's operational networks and information
technology systems from cyber- and physical attacks, or other internal or external hazards;
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the timing and outcome of the complaint filed by the CPUC and certain other parties with the Federal Energy Regulatory Commission
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("FERC") on February 2, 2017 that requests that the Company provide an open and transparent planning process for its capital
transmission projects that do not go through the California Independent System Operator's ("CAISO") Transmission Planning Process to
allow for greater participation and input from interested parties; and the timing and ultimate outcome of the Ninth Circuit Court of
Appeals decision on January 8, 2018, to reverse FERC's decision granting Corp a 50 basis point return on equity incentive adder for
continued participation in the CAISO and remanding the case to FERC for further proceedings;
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the amount and timing of additional common stock and debt issuances by Corp, including the dilutive impact of common stock issuances
to fund Corp's equity contributions to the Company as the Company incurs charges and costs, including fines, that it cannot recover
through rates;
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the outcome of the safety culture order instituting investigation, including its phase two proceeding opened on May 8, 2017, and future
legislative or regulatory actions that may be taken, such as requiring the Company to separate its electric and natural gas businesses, or
restructure into separate entities, or undertake some other corporate restructuring, or implement corporate governance changes;
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the outcome of current and future self-reports, investigations or other enforcement proceedings that could be commenced or notices of
violation that could be issued relating to the Company's compliance with laws, rules, regulations, or orders applicable to its operations,
including the construction, expansion or replacement of its electric and gas facilities, electric grid reliability, inspection and maintenance
practices, customer billing and privacy, physical and cyber security, environmental laws and regulations; and the outcome of notices of
violations in connection with the Yuba City incident;

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the outcomes of the CPUC's data requests and future proposed decisions, including in connection with the Company's SmartMeterTM
Upgrade cost-benefit analysis, and of the Company's petitions for modification, including in connection with the installation of new
cathodic protection systems in 2018;
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the impact of environmental remediation laws, regulations, and orders; the ultimate amount of costs incurred to discharge the Company's
known and unknown remediation obligations; and the extent to which the Company is able to recover environmental costs in rates or
from other sources;
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the ultimate amount of unrecoverable environmental costs the Company incurs associated with the Company's natural gas compressor
station site located near Hinkley, California;
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the impact of new legislation or NRC regulations, recommendations, policies, decisions, or orders relating to the nuclear industry,
including operations, seismic design, security, safety, relicensing, the storage of spent nuclear fuel, decommissioning, cooling water
intake, or other issues; the impact of actions taken by state agencies that may affect the Company's ability to continue operating Diablo
Canyon nuclear power plant ("Diablo Canyon"); whether the Company will be able to successfully implement its retention and retraining
and development programs for Diablo Canyon employees as a result of its planned retirement by 2024 and 2025;
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the impact of wildfires, droughts, floods, or other weather-related conditions or events, climate change, natural disasters, acts of
terrorism, war, vandalism (including cyber-attacks), downed power lines, and other events, that can cause unplanned outages, reduce
generating output, disrupt the Company's service to customers, or damage or disrupt the facilities, operations, or information technology
and systems owned by the Company, its customers, or third parties on which the Company relies, and the reparation and other costs that
the Company may incur in connection with such conditions or events; the impact of the adequacy of the Company's emergency
preparedness; whether the Company incurs liability to third parties for property damage or personal injury caused by such events; whether
the Company is subject to civil, criminal, or regulatory penalties in connection with such events; and whether the Company's insurance
coverage is available for these types of claims and sufficient to cover the Company's liability;
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the breakdown or failure of equipment that can cause fires and unplanned outages; and whether the Company will be subject to
investigations, penalties, and other costs in connection with such events;
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how the CPUC and the California Air Resource Board implement state environmental laws relating to greenhouse gas, renewable energy
targets, energy efficiency standards, distributed energy resources, electric vehicles, and similar matters, including whether the Company is
able to continue recovering associated compliance costs, such as the cost of emission allowances and offsets under cap-and-trade
regulations; and whether the Company is able to timely recover its associated investment costs;
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whether the Company's climate change adaptation strategies are successful;
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the impact that reductions in customer demand for electricity and natural gas have on the Company's ability to make and recover its
investments through rates and earn its authorized return on equity, and whether the Company is successful in addressing the impact of
growing distributed and renewable generation resources, changing customer demand for natural gas and electric services, and an
increasing number of customers departing the Company's procurement service for community choice aggregators;
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the supply and price of electricity, natural gas, and nuclear fuel; the extent to which the Company can manage and respond to the
volatility of energy commodity prices; the ability of the Company and its counterparties to post or return collateral in connection with
price risk management activities; and whether the Company is able to recover timely its electric generation and energy commodity costs
through rates, including its renewable energy procurement costs;

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whether, as a result of Westinghouse Electric Company, LLC's ("Westinghouse") Chapter 11 proceeding and its planned purchase by
Brookfield Business Partners L.P., the Company will experience issues with nuclear fuel supply, nuclear fuel inventory, and related
services and products that Westinghouse supplies, and whether such proceeding will affect the Company's contracts with Westinghouse;
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the amount and timing of charges reflecting probable liabilities for third-party claims; the extent to which costs incurred in connection
with third-party claims or litigation can be recovered through insurance, rates, or from other third parties; and whether the Company can
continue to obtain adequate insurance coverage for future losses or claims, especially following a major event that causes widespread
third-party losses;
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the ability of Corp and the Company to access capital markets and other sources of debt and equity financing in a timely manner on
acceptable terms;
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changes in credit ratings which could, among other things, result in higher borrowing costs and fewer financing options, especially if
Corp or the Company were to lose their investment grade credit ratings;
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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 the
Company's holding company, and whether the ultimate outcomes of the CPUC's pending investigations, the Company's conviction in the
federal criminal trial, and other enforcement matters will impact the Company's ability to make distributions to Corp, and, in turn,
Corp's ability to pay dividends;
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the outcome of federal or state tax audits and the impact of any changes in federal or state tax laws, policies, regulations, or their
interpretation;
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changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax
credits, as a result of the new federal administration; and
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the impact of changes in U.S. Generally Accepted Accounting Principles ("GAAP"), 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 this prospectus and the documents
incorporated by reference in this prospectus.

You should read this prospectus and the documents that we incorporate by reference into this prospectus 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 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.

Additionally, Corp and the Company routinely provide links to the Company's principal regulatory proceedings before the CPUC and the
FERC at http://investor.pgecorp.com, under the "Regulatory Filings" tab, so that such filings are available to investors upon filing with the relevant
agency. It is possible that these regulatory filings or information included therein could be deemed to be material information. The information
contained on this website is not part of this prospectus or any other report that Corp or the Company files with, or furnishes to, the SEC. Corp and
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the Company are providing the address to this website solely for the information of investors and do not intend the address to be an active link.
Corp and the Company also routinely post or provide direct links to presentations, documents, and other information that may be of interest to
investors at http://investor.pgecorp.com, under the "News & Events: Events & Presentations" tab, in order to publicly disseminate such
information.

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SUMMARY
This summary highlights selected information about us and the Exchange Offer and is therefore qualified in its entirety by the more
detailed information appearing elsewhere, or incorporated by reference, in this prospectus. It may not contain all the information that may be
important to you. We urge you to read carefully this entire prospectus and the other documents to which it refers to understand fully the terms
of the Exchange Notes and the Exchange Offer.

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 16 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.
This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual
documents themselves for complete information. All such summaries are qualified in their entirety by such reference. To obtain timely delivery,
you must request the information incorporated by reference herein no later than five business days before the Expiration Date (as defined
below) of the Exchange Offer. We will, upon request, provide without charge to each person to whom this prospectus is delivered a copy of any
or all of the documents incorporated or deemed to be incorporated by reference into this prospectus (other than exhibits to such documents,
unless such exhibits are specifically incorporated by reference into this prospectus). See "Where You Can Find More Information".

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SUMMARY OF THE EXCHANGE OFFER

On November 29, 2017, we completed a private offering of $500,000,000 aggregate principal amount of Floating Rate Senior Notes
due November 28, 2018, $1,150,000,000 aggregate principal amount of 3.30% Senior Notes due December 1, 2027 and $850,000,000
aggregate principal amount of 3.95% Senior Notes due December 1, 2047, which we collectively refer to as the "Restricted Notes". As part of
that offering, we entered into a registration rights agreement with the initial purchasers of those Restricted Notes in which we agreed to use
our commercially reasonable efforts to complete an exchange offer for such Restricted Notes in compliance with applicable securities laws. See
"The Exchange Offer--Purpose of the Exchange Offer".

The following is a brief summary of certain terms of the Exchange Offer and the principal terms of the Exchange Notes. It may not
contain all the information that is important to you. For additional information regarding the Exchange Offer and the Exchange Notes, see
"The Exchange Offer" and "Description of the Exchange Notes".

Issuer
Pacific Gas and Electric Company.
Restricted Notes
$500,000,000 in aggregate principal amount of Floating Rate Senior Notes due November 28,
2018.

$1,150,000,000 in aggregate principal amount of 3.30% Senior Notes due December 1, 2027.

$850,000,000 in aggregate principal amount of 3.95% Senior Notes due December 1, 2047.
Exchange Notes
$500,000,000 in aggregate principal amount of Floating Rate Senior Notes due November 28,
2018.

$1,150,000,000 in aggregate principal amount of 3.30% Senior Notes due December 1, 2027.

$850,000,000 in aggregate principal amount of 3.95% Senior Notes due December 1, 2047.

The Exchange Notes have been registered under the Securities Act.

The form and terms of the Exchange Notes are identical in all material respects to those of the
Restricted Notes, except that the transfer restrictions, registration rights and additional interest
provisions relating to the Restricted Notes do not apply to the Exchange Notes.

In addition, the Exchange Notes bear different CUSIP and ISIN numbers than the
corresponding series of Restricted Notes.
The Exchange Offer
We are offering to exchange up to $500,000,000 aggregate principal amount of the 2018
Restricted Notes, $1,150,000,000 aggregate principal amount of the 2027 Restricted Notes and
$850,000,000 aggregate principal amount of the 2047 Restricted Notes for a like aggregate
principal amount of the 2018 Exchange Notes, 2027 Exchange Notes and 2047 Exchange
Notes, respectively, to satisfy certain of our obligations under the registration rights agreement
that we entered into when the Restricted Notes were issued in reliance upon exemptions from
registration under the Securities Act.

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The Restricted Notes may only be tendered in minimum denominations of $100,000 in
principal amount or in integral multiples of $1,000 in excess thereof. See "The Exchange
Offer--Terms of the Exchange Offer".

In order to exchange the Restricted Notes, you must follow the required procedures and we
must accept the Restricted Notes for exchange. We will exchange all Restricted Notes validly
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tendered and not validly withdrawn prior to the Expiration Date (as defined below) of the
Exchange Offer. See "The Exchange Offer".
Expiration Date; Tenders
The Exchange Offer will expire at 5:00 p.m., New York City time, on May 14, 2018, unless
extended by us (such date and time, as they may be extended, the "Expiration Date"). By
tendering your Restricted Notes, you represent to us that:

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any Exchange Notes to be received by you will be acquired in the ordinary course of
your business;

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you are not participating and have no arrangement or understanding with any person to
participate in the distribution (within the meaning of the Securities Act) of the
Exchange Notes;

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you are not an "affiliate" (within the meaning of Rule 405 under the Securities Act) of
ours; and

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if you are a broker-dealer that will receive Exchange Notes for your own account in
exchange for Restricted Notes that were acquired as a result of market-making or other
trading activities, you will deliver a prospectus (or, to the extent permitted by law,
make available a prospectus to purchasers) in connection with any resale of such
Exchange Notes. For further information regarding resales of the Exchange Notes by
participating broker-dealers, see the discussion under the caption "Plan of
Distribution".
Withdrawal
You may withdraw any Restricted Notes tendered in the Exchange Offer at any time prior to
the Expiration Date. See "The Exchange Offer--Withdrawal Rights".
Conditions to the Exchange Offer
The Exchange Offer is subject to customary conditions, which we may waive. The Exchange
Offer is not conditioned upon the tender of any minimum principal amount of outstanding
Restricted Notes. See "The Exchange Offer--Conditions to the Exchange Offer".
Procedures for Tendering Restricted Notes
You must do the following on or prior to the expiration or termination of the Exchange Offer
to participate in the Exchange Offer:

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tender your Restricted Notes by sending the certificates for your Restricted Notes, in
proper form for transfer, a properly completed and duly executed letter of transmittal,
with any required signature guarantees, and all other documents required by the letter
of transmittal, to The Bank of New York Mellon Trust Company, N.A., as Exchange
Agent, at one of the addresses listed below under the caption "The Exchange Offer--
Exchange Agent"; or

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tender your Restricted Notes by using the book-entry transfer procedures described
below and sending a properly completed and duly executed letter of transmittal, with
any required signature guarantees, or causing to be delivered an agent's message
instead of the letter of transmittal, to the Exchange Agent. In order for a book-entry
transfer to constitute a valid tender of your Restricted Notes in the Exchange Offer,
The Bank of New York Mellon Trust Company, N.A., as Exchange Agent, must
receive a confirmation of book-entry transfer of your Restricted Notes into the
Exchange Agent's account at The Depository Trust Company ("DTC") prior to the
expiration or termination of the Exchange Offer. For more information regarding the
use of book-entry transfer procedures, including a description of the required agent's
message, see the discussion below under the caption "The Exchange Offer--Book-
Entry Transfers".
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