Obligation Pacific Power & Light 0% ( US694308JD05 ) en USD

Pacific Power & Light

100 % ⇌

Etas-Unis

US694308JD05 ( en USD )

16/06/2022 - Obligation échue

Prospectus brochure de l'obligation Pacific Gas & Electric US694308JD05 en USD 0%, échue

2 000 USD

500 000 000 USD

694308JD0

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 US694308JD05, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/06/2022

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424B2 1 d907536d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-236629

PROSPECTUS SUPPLEMENT
(To Prospectus dated June 9, 2020)
$8,925,000,000

$500,000,000 Floating Rate First Mortgage Bonds due 2022
$2,500,000,000 1.75% First Mortgage Bonds due 2022
$1,000,000,000 2.10% First Mortgage Bonds due 2027
$2,000,000,000 2.50% First Mortgage Bonds due 2031
$1,000,000,000 3.30% First Mortgage Bonds due 2040
$1,925,000,000 3.50% First Mortgage Bonds due 2050

We are offering $500,000,000 aggregate principal amount of our floating rate first mortgage bonds due 2022 (the "floating rate mortgage bonds"),
$2,500,000,000 aggregate principal amount of our 1.75% first mortgage bonds due 2022 (the "2022 mortgage bonds"), $1,000,000,000 aggregate principal
amount of our 2.10% first mortgage bonds due 2027 (the "2027 mortgage bonds"), $2,000,000,000 aggregate principal amount of our 2.50% first mortgage
bonds due 2031 (the "2031 mortgage bonds"), $1,000,000,000 aggregate principal amount of our 3.30% first mortgage bonds due 2040 (the "2040
mortgage bonds") and $1,925,000,000 aggregate principal amount of our 3.50% first mortgage bonds due 2050 (the "2050 mortgage bonds" and, together
with the 2022 mortgage bonds, the 2027 mortgage bonds, the 2031 mortgage bonds, the 2040 mortgage bonds and the floating rate mortgage bonds, the
"mortgage bonds"). We refer to the 2022 mortgage bonds, the 2027 mortgage bonds, the 2031 mortgage bonds, the 2040 mortgage bonds and the 2050
mortgage bonds as the "fixed rate mortgage bonds." The floating rate mortgage bonds will bear interest at a rate per annum equal to LIBOR (as defined
herein) for the applicable interest period plus 1.48% (148 basis points). The per annum interest rate on the 2022 mortgage bonds will be 1.75%, the per
annum interest rate on the 2027 mortgage bonds will be 2.10%, the per annum interest rate on the 2031 mortgage bonds will be 2.50%, the per annum
interest rate on the 2040 mortgage bonds will be 3.30% and the per annum interest rate on the 2050 mortgage bonds will be 3.50%.
We will pay interest on the floating rate mortgage bonds quarterly in arrears on March 16, June 16, September 16 and December 16 of each year,
beginning on September 16, 2020. We will pay interest on the 2022 mortgage bonds semi-annually in arrears on June 16 and December 16 of each year,
beginning on December 16, 2020. We will pay interest on the 2027 mortgage bonds, the 2031 mortgage bonds, the 2040 mortgage bonds and the 2050
mortgage bonds semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2021. The floating rate mortgage bonds will
mature on June 16, 2022, the 2022 mortgage bonds will mature on June 16, 2022, the 2027 mortgage bonds will mature on August 1, 2027, the 2031
mortgage bonds will mature on February 1, 2031, and the 2040 mortgage bonds will mature on August 1, 2040 and the 2050 mortgage bonds will mature
on August 1, 2050. The mortgage bonds will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
If the Escrow Conditions (as defined herein) are not satisfied prior to the consummation of this offering, we will deposit the aggregate net proceeds
of this offering, together with additional funds, which together with such net proceeds would be sufficient to fund a redemption of all the mortgage bonds
on the Special Redemption Date (as defined here) into a segregated escrow account. The escrow account and all amounts deposited therein will be pledged
to secure the mortgage bonds. Until the Escrow Conditions are satisfied, the mortgage bonds will be secured by a lien on amounts deposited in the Escrow
Account. Upon satisfaction of the Escrow Conditions, including the effectiveness of our plan of reorganization, the mortgage bonds will be secured by a
first lien, subject to permitted liens, on substantially all of our real property and certain tangible personal property related to our facilities. See "Description
of the Mortgage Bonds--Escrow of Net Proceeds; Special Mandatory Redemption."
If the Escrow Conditions are not satisfied on or prior to September 9, 2020 (or, if prior to such date, we determine in our sole discretion that any of
the Escrow Conditions cannot be satisfied by such date), the
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mortgage bonds will be subject to a special mandatory redemption on the Special Redemption Date at a redemption price of 101% of the principal amount
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of the mortgage bonds offered hereby, plus accrued and unpaid interest to, but not including, the redemption date. See "Description of the Mortgage Bonds
--Escrow of Net Proceeds; Special Mandatory Redemption."
After the satisfaction of the Escrow Conditions, we may redeem the mortgage bonds at any time at the respective redemption prices set forth under
"Description of the Mortgage Bonds--Optional Redemption."
There is no existing public market for the mortgage bonds. We do not intend to list the mortgage bonds on any securities exchange or seek their
quotation on any automated quotation system.
Concurrently with this offering, PG&E Corporation is offering senior secured notes pursuant to a separate prospectus supplement (the "concurrent
notes offering"). The completion of this offering is not conditioned on the completion of the concurrent notes offering, and the completion of the concurrent
notes offering is not conditioned on the completion of this offering. See "Prospectus Summary--Concurrent Notes Offering" in this prospectus supplement.

Investing in the mortgage bonds involves risks. For a description of these risks, see "Risk Factors" beginning on
page S-23 of this prospectus supplement and the section titled "Risk Factors" in Item 1A of Part I of the 2019 Annual
Report (as defined herein) and in Item 1A of Part II of the Q1 Quarterly Report (as defined herein) incorporated by
reference herein.
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.

Proceeds to Pacific
Underwriting
Gas and Electric
Price to the
Discounts and
Company Before

Public(1)

Commissions

Expenses

Per Floating Rate Mortgage Bond

100.000%

0.350%

99.650%
Total Floating Rate Mortgage Bonds

$ 500,000,000
$ 1,750,000
$
498,250,000
Per 2022 Mortgage Bond

99.994%

0.350%

99.644%
Total 2022 Mortgage Bonds

$2,499,850,000
$ 8,750,000
$ 2,491,100,000
Per 2027 Mortgage Bond

99.814%

0.625%

99.189%
Total 2027 Mortgage Bonds

$ 998,140,000
$ 6,250,000
$
991,890,000
Per 2031 Mortgage Bond

99.896%

0.650%

99.246%
Total 2031 Mortgage Bonds

$1,997,920,000
$13,000,000
$ 1,984,920,000
Per 2040 Mortgage Bond

99.501%

0.875%

98.626%
Total 2040 Mortgage Bonds

$ 995,010,000
$ 8,750,000
$
986,260,000
Per 2050 Mortgage Bond

99.369%

0.875%

98.494%
Total 2050 Mortgage Bonds

$1,912,853,250
$16,843,750
$ 1,896,009,500

(1)
Plus accrued interest from June 19, 2020, if settlement occurs after that date.
The mortgage bonds will be ready for delivery in book-entry form only through the facilities of The Depository Trust Company for the accounts of
its participants, including Clearstream Banking, S.A. and Euroclear Bank SA/NV, as operator of the Euroclear System, on or about June 19, 2020.

Joint Book-Running Managers

J.P. Morgan
Barclays
BofA Securities
Citigroup
Goldman Sachs & Co. LLC

BNP PARIBAS
Credit Suisse
Mizuho Securities
MUFG
Wells Fargo
(2022 mortgage bonds)
(2027 mortgage bonds)
(2031 mortgage bonds)
(2040 mortgage bonds)
Securities

(2050 mortgage bonds)
Co-Managers

Ramirez & Co.,
Siebert Williams Shank
Academy Securities
Apto Partners, LLC
Blaylock Van, LLC
Cabrera Capital
Inc.

Markets, LLC
CastleOak
Great Pacific Securities
Loop Capital Markets
MFR Securities, Inc.
Penserra Securities LLC
R. Seelaus & Co., LLC
Securities, L.P.

June 16, 2020

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This prospectus supplement should be read in conjunction with the accompanying prospectus and any related free writing prospectus.
Neither we nor any underwriter has authorized any other person to provide you with different or additional information. We do not take any
responsibility for, and can provide no assurance as to the reliability of, any information that others may give you. Neither we nor any underwriter
is making an offer to sell the mortgage bonds in any jurisdiction where the offer or sale is not permitted. You should assume that the information
contained in this prospectus supplement and the accompanying prospectus is accurate only as of the date hereof.

TABLE OF CONTENTS
Prospectus Supplement

ABOUT THIS PROSPECTUS

S-1
FORWARD-LOOKING STATEMENTS

S-2
PROSPECTUS SUMMARY

S-8
THE OFFERING
S-13
SUMMARY HISTORICAL FINANCIAL AND OPERATING INFORMATION
S-17
RISK FACTORS
S-23
USE OF PROCEEDS
S-33
CAPITALIZATION
S-36
OUR BUSINESS
S-38
PLAN OF REORGANIZATION
S-48
DESCRIPTION OF OTHER INDEBTEDNESS AND PREFERRED STOCK
S-60
DESCRIPTION OF THE MORTGAGE BONDS
S-65
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
S-91
UNDERWRITING
S-95
LEGAL MATTERS
S-101
EXPERTS
S-101
WHERE YOU CAN FIND MORE INFORMATION
S-101
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
S-101
Prospectus

ABOUT THIS PROSPECTUS
i
OUR COMPANY
1
RISK FACTORS
1
FORWARD-LOOKING STATEMENTS
1
USE OF PROCEEDS
6
DESCRIPTION OF SECURITIES
6
DESCRIPTION OF THE DEBT SECURITIES OF PG&E CORPORATION
7
DESCRIPTION OF THE DEBT SECURITIES OF PACIFIC GAS AND ELECTRIC COMPANY
21
DESCRIPTION OF COMMON STOCK AND PREFERRED STOCK
48
DESCRIPTION OF WARRANTS
52
DESCRIPTION OF SECURITIES PURCHASE CONTRACTS AND SECURITIES PURCHASE UNITS
55
DESCRIPTION OF DEPOSITARY SHARES
57
DESCRIPTION OF SUBSCRIPTION RIGHTS
58
GLOBAL SECURITIES
60
PLAN OF DISTRIBUTION
62
LEGAL MATTERS
64
EXPERTS
64
WHERE YOU CAN FIND MORE INFORMATION
64
CERTAIN DOCUMENTS INCORPORATED BY REFERENCE
64

S-i
Table of Contents
ABOUT THIS PROSPECTUS
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This document consists of two parts. The first part is this prospectus supplement, which describes the specific terms of this offering. The second part
is the accompanying prospectus, which describes more general information, some of which may not apply to this offering. This prospectus supplement and
the accompanying prospectus are part of a registration statement that PG&E Corporation and Pacific Gas and Electric Company filed with the Securities
and Exchange Commission (the "SEC"), utilizing a "shelf" registration process. When used in this prospectus supplement, (i) 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, and
(ii) the "underwriters" refers to the firms listed on the cover page of this prospectus supplement. When we refer to the "Debtors" or "Reorganized Debtors"
in this prospectus supplement, we refer to PG&E Corporation and Pacific Gas and Electric Company. Capitalized terms used in this prospectus supplement
and not otherwise defined herein have the meanings given such terms in the Company's and Corp's Joint Annual Report on Form 10-K for the year ended
December 31, 2019, as amended (the "2019 Annual Report"), which is incorporated by reference into this prospectus supplement and the accompanying
prospectus.
In connection with the Plan of Reorganization (as defined herein), the Company and Corp were required to prepare projected financial information to
demonstrate to the Bankruptcy Court (as defined herein) the feasibility of the Plan of Reorganization and the ability of the Company and Corp to continue
operations and satisfy their obligations under the Plan of Reorganization upon emergence from the Chapter 11 Cases (as defined herein). Neither those
projections, which are attached as an exhibit to the Disclosure Statement (as defined herein) previously furnished to the SEC, nor any projections contained
in any form of the Disclosure Statement previously furnished to the SEC, are incorporated in this prospectus supplement or should be considered or relied
upon in connection with the purchase of the mortgage bonds offered hereby. Neither the projections nor any form of the Disclosure Statement were
prepared for the purpose of any offering of the mortgage bonds and have not been, and may not be, updated on an ongoing basis. The projections reflect
numerous assumptions concerning our anticipated future performance and prevailing and anticipated market and economic conditions at the time they were
prepared that were and continue to be beyond our control and that may not materialize. Projections are inherently subject to uncertainties and to a wide
variety of significant business, economic and competitive risks, including those risks discussed in the section titled "Risk Factors" in this prospectus
supplement and in the section titled "Risk Factors" in Item 1A of Part I of the 2019 Annual Report and in Item 1A of Part II of our quarterly report on Form
10-Q for the three months ended March 31, 2020 (the "Q1 Quarterly Report") incorporated by reference herein. Our actual results will vary from those
contemplated by the projections and the variations may be material. As a result, you should not rely upon the projections, the Disclosure Statement or any
form of the Disclosure Statement previously furnished to the SEC in deciding whether to invest in the mortgage bonds.

S-1
Table of Contents
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 that 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 and proceedings; forecasts of capital expenditures; estimates
and assumptions used in critical accounting policies, including those relating to liabilities subject to compromise, insurance receivable, 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:

· the risks and uncertainties associated with the Chapter 11 Cases, including, but not limited to, the ability to consummate and implement the Plan of

Reorganization, as approved by the Bankruptcy Court; the ability to obtain additional required state or federal regulatory approvals; increased costs
related to the Chapter 11 Cases; the ability to obtain sufficient financing sources for ongoing and future operations and investments;

· the effect of any appeals or objections related to the Plan of Reorganization, the Funding Transactions Order (as defined herein) or the Confirmation

Order (as defined herein) including the injunction contained in the Plan of Reorganization and the Confirmation Order that channels certain
pre-petition fire-related claims to trusts to be satisfied from the trusts' assets;

· the ability to satisfy the conditions precedent to financing under the Amended and Restated Chapter 11 Plan Backstop Commitment Letters dated on
or about March 4, 2020 with the Backstop Parties (as defined herein) (as amended by the Consent Agreements (as defined herein and as may be
further amended, restated, modified, or supplemented from time to time, collectively, the "Equity Backstop Commitment Letters") and the debt
commitment letters dated October 11, 2019 with the Commitment Parties (as defined herein) (as amended, collectively, the "Debt Backstop
Commitment Letters") and the risk that such agreements may be terminated; the risk that each of the Restructuring Support Agreements dated
January 22, 2020 with certain holders of funded indebtedness of the Company (as may be amended, modified, or supplemented from time to time,

the "Noteholder RSA"), the Amended and Restated Restructuring Support Agreement dated November 1, 2019 with certain holders of subrogation
claims (as may be amended, modified, or supplemented from time to time, the "Subrogation RSA"), the Restructuring Support Agreement dated
December 6, 2019 with the Official Committee of Tort Claimants, the Consenting Fire Claimants Professionals and the Shareholder Proponents (as
defined therein) (as may be amended, modified, or supplemented from time to time, the "TCC RSA") or the Plan Support Agreements as to Plan
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Treatment of Public Entities' Wildfire Claims each dated June 18, 2019 with Supporting Public Entities (as defined therein) (as may be amended,
modified, or supplemented from time to time, the "PSAs") could be terminated; disruptions to Corp's and the Company's business and operations
and the potential impact on regulatory compliance;

· whether the Plan of Reorganization of Corp and the Company will be confirmed by the Bankruptcy Court by June 30, 2020, and whether Corp and

the Company will be able to successfully implement the Plan of Reorganization;

· if the Plan of Reorganization is not confirmed by June 30, 2020, it could result in significant delay of the administration of the Chapter 11 Cases and

result in the implementation of the Case Resolution Contingency Process as provided in the Bankruptcy Court's Order Pursuant to 11 U.S.C.
Sections 105 and 363 and Fed.

S-2
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R. Bankr. P. 9019 (i) Approving Case Resolution Contingency Process and (ii) Granting Related Relief [Docket No. 6721] dated April 9, 2020,
which was amended and superseded by the Order entered on April 24, 2020 [Docket No. 6937] (the "CRCP Order"). As more fully provided therein,

the CRCP Order provides for, among other things, a sale process in the event the Plan of Reorganization is not confirmed or fails to go effective in
accordance with certain required dates;

· whether the Company is able to participate in the Wildfire Fund under AB 1054, and the consequences, including financial, of any inability to

participate;

· restrictions on Corp's and the Company's ability to pursue strategic and operational initiatives for the duration of the Chapter 11 Cases and upon

emergence from the Chapter 11 Cases;

· Corp's and the Company's historical financial information not being indicative of future financial performance as a result of the Chapter 11 Cases

and, among other things, the potential financial and other restructuring currently contemplated by the Plan of Reorganization;

· the possibility that Corp and the Company will not be able to meet the conditions precedent to funding under the Equity Backstop Commitment
Letters and the Debt Backstop Commitment Letters, or that events or circumstances will occur that give rise to termination rights of the Backstop

Parties or Commitment Parties under the Equity Backstop Commitment Letters or Debt Backstop Commitment Letters, respectively, which could
make raising funds to pay claims and exit Chapter 11 difficult or uneconomic;

· the ability of Corp and the Company to access capital markets and other sources of debt and equity financing in a timely manner and on acceptable

terms in order to emerge from the Chapter 11 Cases and to raise financing for operations and investment after emergence,;

· the impact of AB 1054 on potential losses in connection with future wildfires, including the CPUC's implementation of the procedures for

recovering such losses;

· the impact of the 2018 Camp fire, the 2017 Northern California wildfires and the 2015 Butte fire, including whether the Company will be able to
timely recover any costs incurred therewith in excess of insurance not disallowed from recovery in the Wildfire OII; the timing and outcome of the
remaining wildfire investigations and the extent to which the Company will have liability associated with these fires; the timing and amount of

insurance recoveries; and potential liabilities in connection with fines or penalties that could be imposed on the Company if the CPUC, SEC or any
other law enforcement agency were to bring an enforcement action, including, if the March 17, 2020 plea agreement (the "Plea Agreement") is
terminated, a criminal proceeding, and determination that the Company failed to comply with applicable laws and regulations (which actions could
also adversely impact a timely emergence from the Chapter 11 Cases);

· the ability of Corp and the Company to finance costs, expenses and other possible losses with respect to claims related to the 2018 Camp fire and the

2017 Northern California wildfires, through securitization mechanisms or otherwise, which potential financings are not addressed by the Wildfire
Fund as it only applies to wildfires occurring after July 12, 2019;

· the timing and outcome of any proceeding to recover 2015 Butte fire-related costs in excess of insurance through rates;

· the timing and outcome of any proceeding to recover 2015 Butte fire-related costs in excess of insurance through rates; the risks and uncertainties

associated with the 2019 Kincade fire;

· the timing and outcome of future regulatory and legislative developments in connection with SB 901, including future wildfire reforms, inverse

condemnation reform, and other wildfire mitigation measures or other reforms targeted at the Company or its industry;

· the severity, extent and duration of the global COVID-19 pandemic and its impact on Corp's and the Company's financial condition, results of

operations, liquidity and cash flows, as well as on energy demand in the Company's service territory, the ability of the Company to collect on
customer invoices, the ability of the Company to offset these effects, including with spending reductions, and the ability of the Company to

S-3
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recover any losses incurred in connection with the COVID-19 pandemic through cost recovery, and the impact of workforce disruptions, if any;

· the outcome of the Company's Community Wildfire Safety Program that the Company has developed in coordination with first responders, civic and
community leaders, and customers to help reduce wildfire threats and improve safety as a result of climate-driven wildfires and extreme weather,

including the Company's ability to comply with the targets and metrics set forth in the 2020-2022 Wildfire Mitigation Plan; and the cost of the
program and the timing and outcome of any proceeding to recover such cost through rates;

· whether the Company will be able to obtain full recovery of its significantly increased insurance premiums, and the timing of any such recovery;

· whether the Company can obtain wildfire insurance at a reasonable cost in the future, or at all, and whether insurance coverage is adequate for future

losses or claims;

· increased employee attrition as a result of the filing of the Chapter 11 Cases and the challenging political and operating environment facing Corp and

the Company;

· the impact of the Company's implementation of its PSPS program, including the timing and outcome of the PSPS OII and order to show cause, and

whether any fines or penalties or civil liability for damages will be imposed on the Company as a result; the costs in connection with PSPS events,
and the effects on Corp's and the Company's reputations caused by implementation of the PSPS program;

· the timing and outcomes of the 2020 GRC, FERC TO18, TO19, and TO20 rate cases, 2018 and 2019 CEMA applications, WEMA application, future

applications for FHPMA, FRMMA, and WMPMA, future cost of capital proceedings, and other ratemaking and regulatory proceedings;

· 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, potential reliability penalties or sanctions from the North American Electric Reliability
Corporation, 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, and the ultimate amount of fines, penalties, and remedial costs that the Company may incur in connection with the outcomes including
the costs of complying with any additional conditions of probation imposed in connection with the Company's federal criminal proceeding, such as
expenses associated with any material expansion of the Company's vegetation management program, including as a result of the probation
proceedings before the U.S. District Court, as well as the impact of additional conditions of probation on Corp's and the Company's ability to make
distributions to shareholders;

· the timing and outcomes of any other material litigations, regulatory investigations or claims that will not be discharged through the Chapter 11

Cases;

· the impact of any claims for contribution or indemnity asserted with respect to the 2018 Camp fire, the 2017 Northern California wildfires and the

2015 Butte fire;

· the effects on Corp's and the Company's reputations caused by matters such as the CPUC's investigations and enforcement proceedings;

· the outcome of the Safety Culture OII proceeding, 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 transfer
ownership of the Company's assets to municipalities or other public entities, or implement corporate governance changes;

· whether the Company can control its operating costs within the authorized levels of spending, and timely recover its costs through rates; whether the

Company can continue implementing a streamlined organizational structure and achieve project savings, the extent to which the Company incurs
unrecoverable

S-4
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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;

· 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;

· the timing and outcome in the Court of Appeals of the appeal of FERC's order denying rehearing on September 19, 2019 of the complaint filed by the
CPUC and certain other parties that the Company provide an open and transparent planning process for its capital transmission projects that do not go

through the CAISO's Transmission Planning Process to allow for greater participation and input from interested parties; and the timing and outcome
of FERC's Order on Remand on July 18, 2019 granting the Company a 50 basis point ROE incentive adder for continued participation in the CAISO;

· the outcome of current and future self-reports, investigations, or other enforcement proceedings that could be commenced or notices of violation that
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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 cybersecurity, environmental laws and regulations; and the outcome of existing and future SED notices of violations;

· 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;

· the impact of SB 100, signed into law on September 10, 2018, which increased the percentage from 50% to 60% of California's electricity portfolio

that must come from renewables by 2030 and establishes state policy that 100% of all retail electricity sales must come from renewable portfolio
standard-eligible or carbon-free resources by 2045;

· how the CPUC and the CARB 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;

· the impact of the California governor's executive order issued on January 26, 2018, to implement a new target of five million zero-emission vehicles

on the road in California by 2030;

· the ultimate amount of unrecoverable environmental costs the Company incurs associated with the Company's natural gas compressor station site

located near Hinkley, California and the Company's fossil fuel-fired generation sites;

· 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 potential actions, such as legislation, taken by state agencies that may affect the Company's ability to continue operating Diablo Canyon
until its planned retirement;

· 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

S-5
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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;

· the outcome of future legislative developments in connection with the amendment to SB 350 introduced on May 18, 2020 that would implement the
terms of the CRCP Order and purchase option to which Corp and the Company have committed by authorizing the creation of a non-profit public

benefit corporation by the State of California for the purpose of acquiring the Company's assets and providing electric and gas service in the
Company's territory in the event that the Plan of Reorganization is not confirmed or fails to go effective in accordance with certain required dates, or
if the CPUC revokes the Company's certificate of public convenience and necessity;

· whether the Company's climate change adaptation strategies are successful;

· the breakdown or failure of equipment that can cause damages, including fires, and unplanned outages; and whether the Company will be subject to

investigations, penalties, and other costs in connection with such events;

· the impact that reductions in Utility customer demand for electricity and natural gas, driven by customer departures to CCAs and DA providers, 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, and changing customer demand for its natural gas
and electric services;

· 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;

· 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;

· the impact of the regulation of utilities and their holding companies, including how the CPUC interprets and enforces the financial and other
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conditions imposed on Corp when it became the Company's holding company, and whether the uncertainty in connection with the 2018 Camp fire

and the 2017 Northern California wildfires, the ultimate outcomes of the CPUC's pending investigations, and other enforcement matters will impact
the Company's ability to make distributions to Corp;

· 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;

· whether Corp or the Company undergoes an "ownership change" within the meaning of Section 382 of the Internal Revenue Code of 1986, as

amended (the "Internal Revenue Code"), as a result of the implementation of the Plan of Reorganization and in subsequent years during the term of
the mortgage bonds;

· changes in the regulatory and economic environment, including potential changes affecting renewable energy sources and associated tax credits, as a

result of the current federal administration; and

· the impact of changes in 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 the forward-looking statements and our future financial condition,
results of operations, liquidity and cash flows, you should read the section titled "Risk Factors" in this prospectus supplement and the section titled "Risk
Factors" in Item 1A of Part I of the 2019 Annual Report and in Item 1A of Part II of the Q1 Quarterly Report incorporated by reference herein.

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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.

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PROSPECTUS SUMMARY
This summary highlights certain information about our business and this offering. This is a summary of information contained elsewhere in this
prospectus supplement, the accompanying prospectus or incorporated by reference herein or therein and does not contain all of the information that
you should consider before investing in the mortgage bonds. For a more complete understanding of this offering and our business, you should read
and carefully consider this entire prospectus supplement, including the section titled "Risk Factors," the accompanying prospectus and all documents
incorporated by reference herein and therein.
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.
As of December 31, 2019, approximately two-thirds of our revenues were associated with owning and operating gas, electric and generation
infrastructure. The remaining third were pass-through costs primarily associated with commodity procurement. We had approximately $86.15 billion
in assets at March 31, 2020 and generated operating revenues of approximately $17.1 billion in 2019.
At December 31, 2019, we owned approximately 18,000 circuit miles of interconnected transmission lines operating at voltages ranging from
60 kilovolt ("kV") to 500 kV. We also operated 33 electric transmission substations with a capacity of approximately 65,000 megavolt ampere
("MVA"). Our electric transmission system is interconnected with electric power systems in the Western Electricity Coordinating Council, which
includes many western states, the Canadian provinces of Alberta and British Columbia, and parts of Mexico.
Our electric distribution network consists of approximately 107,000 circuit miles of distribution lines (of which, as of December 31, 2019,
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approximately 25% are underground and approximately 75% are overhead), 68 transmission switching substations, and 760 distribution substations,
with a capacity of approximately 32,000 MVA.
At December 31, 2019, our natural gas system consisted of approximately 43,300 miles of distribution pipelines, over 6,300 miles of backbone
and local transmission pipelines, and various storage facilities. We own and operate eight natural gas compressor stations on our backbone
transmission system and one small station on our local transmission system that are used to move gas through our pipelines.
We are regulated primarily by the CPUC and the FERC. The CPUC has jurisdiction over the rates and terms and conditions of service for our
electric and natural gas distribution operations, electric generation, and natural gas transmission and storage services. The CPUC also has exercised
jurisdiction over our issuances of securities, dispositions of utility assets and facilities, energy purchases on behalf of our electric and natural gas
retail customers, rates of return, rates of depreciation, oversight of nuclear decommissioning, and aspects of the siting of facilities used in providing
electric and natural gas utility service. Our ability to recover revenue requirements authorized by the CPUC in these rate cases is independent, or
"decoupled", from the volume of our sales of electricity and natural gas services. As a result, our base revenues are not impacted by fluctuations in
sales resulting from, for example, weather or economic conditions.
On December 19, 2019, the CPUC issued a final decision that authorized our capital structure and rates of return for our electric generation,
electric and natural gas distribution, and natural gas transmission and storage rate base through 2023, consisting of 52% common equity, 47.5% long-
term debt, and 0.5% preferred stock. The CPUC also set the authorized ROE through 2023 at 10.25% and reset the cost of debt to 5.16%. The CPUC
also

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authorized the continuation of an adjustment mechanism to allow our cost of debt and ROE to be adjusted if the utility bond index changes by certain
thresholds, which are reviewed annually. In our cost of capital proceedings, we acknowledged that our cost of long-term debt for cost of capital
purposes may be different than the approved cost upon our emergence from the Chapter 11 Cases. To account for this possible difference, we
proposed to update our cost of debt for cost of capital purposes for the period beginning after our emergence from the Chapter 11 Cases to incorporate
the costs of our exit financing, and the appropriate forward-looking forecast of debt costs for the remaining forecast period. The CPUC found our
proposal to be reasonable and adopted it.
The FERC has jurisdiction over our electric transmission revenue requirements and rates, the licensing of substantially all of our hydroelectric
generation facilities, and the interstate sale and transportation of natural gas. Under the formula rate mechanism, transmission revenue requirements
will be updated to the actual cost of service annually as part of the true-up process.
In addition, the Nuclear Regulatory Commission (the "NRC") oversees the licensing, construction, operation, and decommissioning of our
nuclear generation facilities.
We provide natural gas transportation services to "core" customers (i.e., small commercial and residential customers) and to "non-core"
customers (i.e., industrial, large commercial, and natural gas-fired electric generation facilities) that are connected to our gas system in our service
territory. Core customers can purchase natural gas procurement service (i.e., natural gas supply) from either us or non-utility third-party gas
procurement service providers (referred to as "core transport agents"). When core customers purchase gas supply from a core transport agent, we
continue to provide gas delivery, metering and billing services to customers. When we provide both transportation and procurement services, we refer
to the combined service as "bundled" natural gas service. Currently, more than 97% of core customers, representing approximately 82% of the annual
core market demand, receive bundled natural gas service from us.
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. The telephone number of PG&E Corporation is (415) 973-1000 and the telephone number of Pacific Gas and
Electric Company is (415) 973-7000. Our website address is www.pge.com. The information contained on, or that can be accessed through, our
website is not a part of this prospectus supplement. We have included our website address in this prospectus supplement solely as an inactive textual
reference.
Concurrent Notes Offering
Concurrently with this offering, Corp is offering a combined $3.75 billion of its senior secured notes due 2025, senior secured notes due 2028
and senior secured notes due 2030 in the concurrent notes offering pursuant to a separate prospectus supplement. Corp expects to raise an aggregate of
approximately $4.75 billion of gross proceeds in cash through (i) the issuance of the senior secured notes pursuant to the concurrent notes offering,
and (ii) borrowings pursuant to a senior secured term loan facility that it expects to enter into. To the extent the amount of senior secured notes issued
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pursuant to the concurrent notes offering is more or less than $3.75 billion, the amount of borrowings pursuant to the senior secured term loan facility
at the Effective Date would be reduced or increased, respectively by a corresponding amount. This prospectus supplement does not constitute an offer
to sell, or the solicitation of an offer to buy, any securities being offered in the concurrent notes offering.
Corp expects to deposit the aggregate net proceeds of the concurrent notes offering, together with additional funds sufficient to fund a
redemption of such senior secured notes on September 14, 2020 into a segregated escrow account. The escrow account and all amounts deposited
therein will be pledged to secure the senior secured notes. Upon satisfaction of applicable escrow conditions, including the effectiveness of the Plan of
Reorganization, Corp's senior secured notes will be secured on a first-lien basis by the pledge of Corp's ownership interest in 100% of the shares of
our common stock.

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The completion of this offering is not conditioned on the completion of the concurrent notes offering by Corp, and the completion of the
concurrent notes offering is not conditioned on the completion of this offering. However, the release of the aggregate net proceeds of this offering and
the concurrent notes offering from escrow are each conditioned upon the waiver or satisfaction of the applicable escrow conditions, which conditions
include, among other things, the Debtors having obtained funding for the Reorganization.
Recent Developments
Approval of the Plan Financing Transactions
On June 11, 2020, the Bankruptcy Court entered an order authorizing Corp and the Company to enter into the Plan Financing Transactions (as
defined below), including issuing the mortgage bonds offered hereby. A form of an order confirming the Plan of Reorganization was filed with the
Bankruptcy Court on June 14, 2020 but has not yet been entered by the Bankruptcy Court. Following entry of an order confirming the Plan of
Reorganization by the Bankruptcy Court (the "Confirmation Order"), the Debtors will emerge from the Chapter 11 Cases on the effective date of the
Plan of Reorganization (the "Effective Date"). The Effective Date will not occur, and the Plan of Reorganization will not be consummated, unless and
until the Confirmation Order has been entered and the conditions to the occurrence of the Effective Date provided in the Plan of Reorganization have
been satisfied or duly waived pursuant to the terms of the Plan of Reorganization. There can be no assurance that the Effective Date will occur.
Plan Financing Transactions
As a condition to emergence and in order to effectuate the Reorganization, Corp expects to raise an aggregate of $9.0 billion of gross proceeds
in cash through one or more equity financing transactions, and we and Corp expect to raise an aggregate of $16.675 billion of gross proceeds in cash
through one or more debt offerings, including the mortgage bonds offered hereby, and one or more other debt financing transactions, including the
entry into one or more credit facilities and/or term loans (collectively, the "Plan Financing Transactions").
We and Corp expect to enter into the following financing transactions as part of the Plan Financing Transactions:

·
Corp expects to raise an aggregate of approximately $9.0 billion of gross proceeds in cash through the PIPE Transaction (as defined

below) and the issuance of common stock and/or other equity and/or equity-linked securities pursuant to one or more offerings and/or
private placements;

·
Corp expects to raise an aggregate of approximately $4.75 billion of gross proceeds in cash through (i) the issuance of senior secured

notes pursuant to the concurrent notes offering, and (ii) borrowings pursuant to a senior secured term loan facility that it expects to enter
into; and

·
we expect to issue approximately $8.925 billion of mortgage bonds pursuant to this offering.
In the event that Corp raises less than $9.0 billion of gross proceeds from any offerings of equity and/or equity-linked securities, it expects to
draw on the Equity Backstop Commitment Letters in order to raise additional equity capital up to an amount equal to such shortfall.
In addition to the foregoing, we and Corp expect to enter into the following financing transactions as part of the Plan Financing Transactions:

·
Corp expects to enter into a revolving credit agreement consisting of a $500.0 million revolving credit facility (anticipated to be undrawn

on the Effective Date);

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