NOT A NEW ISSUE REMARKETING SUPPLEMENT TO OFFICIAL STATEMENT DATED JUNE 22, 2004 $345,000,000 CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY POLLUTION CONTROL REFUNDING REVENUE BONDS (PACIFIC GAS AND ELECTRIC COMPANY) 2004 SERIES A, B, C and D Effective June 1, 2007, the bonds identified above (collectively, the Bonds ) will be remarketed to bear interest at a Term Rate until the day preceding December 1, 2023, the final maturity date of the Bonds. The Bonds will bear interest at a Term Rate of 4.75%. Interest on the Bonds will be paid on each June 1 and December 1, commencing December 1, 2007. Series Principal Amount A $70,000,000 B $90,000,000 C $85,000,000 D $100,000,000 The Bonds are payable solely from and secured by a pledge of payments to be made under separate Loan Agreements between the California Pollution Control Financing Authority and PACIFIC GAS AND ELECTRIC COMPANY Payment of the principal of and interest on the Bonds when due is insured by separate financial guaranty insurance policies issued by Financial Guaranty Insurance Company (doing business in California as FGIC Insurance Company ). This Remarketing Supplement sets forth certain information supplementary to that contained in the Official Statement dated June 22, 2004 (the Official Statement ) relating to the Bonds. This Remarketing Supplement may not be used to consummate sales of the Bonds unless it is accompanied by the Official Statement. The purpose of this Remarketing Supplement is to provide updated information in anticipation of delivery of the remarketed Bonds to the purchasers thereof on June 1, 2007. HONORABLE BILL LOCKYER Treasurer of the State of California Citi May 21, 2007 JPMorgan E. J. De La Rosa & Co. Morgan Stanley
$345,000,000 CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY POLLUTION CONTROL REFUNDING REVENUE BONDS (PACIFIC GAS AND ELECTRIC COMPANY) 2004 SERIES A, B, C and D Statements and information contained in this Remarketing Supplement, including information with respect to the Bonds, shall be deemed to modify and supersede the statements and information contained in the Official Statement. Any such statement or information in the Official Statement that is so modified or superseded shall not be deemed, except as so modified or superseded in this Remarketing Supplement, to constitute a part of the Official Statement. This Remarketing Supplement should be read together with the Official Statement (a copy of which is attached hereto). To the extent the information in this Remarketing Supplement conflicts with the information in the Official Statement, this Remarketing Supplement shall govern. No attempt has been made to update the Official Statement except as specifically set forth in this Remarketing Supplement. Capitalized terms used and not defined herein have the meaning given to such terms in the attached Official Statement. Copies of the documents referred to in this Remarketing Supplement and in the Official Statement are available for inspection at the corporate trust office of Deutsche Bank Trust Company Americas, New York, New York. THE CALIFORNIA POLLUTION CONTROL FINANCING AUTHORITY HAS NOT PROVIDED ANY OF THE INFORMATION IN THIS REMARKETING SUPPLEMENT AND MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AS TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION IN THIS REMARKETING SUPPLEMENT. The remarketing of the Bonds is conditioned on the Trustee and the Authority receiving the opinion of Sidley Austin LLP, Los Angeles, California, that the adjustment of the Bonds to bear interest at another Term Rate (1) is authorized or permitted by the Indentures and the Act and (2) will not in and of itself adversely affect the Tax-Exempt status of interest on the Bonds. The opinion of Sidley Austin Brown & Wood LLP and Leslie M. Lava, Esq., Co-Bond Counsel, delivered at the time the Bonds were originally issued, the form of which is attached to the Official Statement as Appendix C, is not required to be, and has not been, updated or reissued in connection with the remarketing of the Bonds. THE BONDS In addition to the statements and information set forth under the caption THE BONDS in the Official Statement, please note the following. Effective June 1, 2007, the Bonds will bear interest at the Term Rate shown on the cover page. Interest on the Bonds will be paid on each June 1 and December 1, commencing December 1, 2007. Optional Redemption The Bonds will be subject to redemption upon prepayment of the Repayment Installments at the option of the Company at any time on or after June 1, 2017, in whole, or in part by lot prior to their maturity dates, at a redemption price equal to 100% of the principal amount thereof, without premium, plus accrued interest, if any, to the date of redemption. 1
Special Optional Redemption In addition, the Bonds shall be subject to redemption in whole, or in part by lot, on any date prior to June 1, 2017, at a redemption price equal to 100% of the principal amount thereof, without premium, plus interest accrued thereon to the date fixed for redemption, if the Company delivers to the Trustee a written certificate to the effect that (i) by reason of a change in use of the Project or any portion thereof, the Company has been unable, after reasonable effort, to obtain an Opinion of Bond Counsel that it is more likely than not that Section 150 of the Internal Revenue Code of 1986, as amended, will not prevent interest payable under the Loan Agreements from being deductible for federal income tax purposes, and (ii) as a result, the Company has elected to prepay Repayment Installments in an amount equal to the principal amount of Bonds to be redeemed. In such case, the Company may only direct the Trustee to redeem such principal amount of Bonds as the Company determines is necessary to assure that the Company retains its right to all such deductions otherwise allowable or, if a partial redemption will not enable the Company to retain the right to deduct such interest, the Company may direct the Trustee to redeem all the Outstanding Bonds or any portion thereof. Extraordinary Optional Redemption and Special Mandatory Redemption Commencing June 1, 2007, the Bonds will be subject to extraordinary optional redemption and special mandatory redemption, as described in the attached Official Statement under THE BONDS. THE SUPPORT BONDS AND THE COMPANY MORTGAGE Certain first mortgage bonds issued by the Company at the time of original issuance of the Bonds and described in the Official Statement (the Support Bonds ) were cancelled subsequent to such date upon satisfaction of certain conditions in the Company Mortgage and as permitted by the Loan Agreements. The Bonds are no longer enhanced by the Support Bonds and the Company Mortgage. TAX MATTERS In addition to the statements and information set forth under the caption TAX MATTERS in the Official Statement, please note the following. Information Reporting and Backup Withholding Interest paid on tax-exempt obligations is subject to information reporting in a manner similar to interest paid on taxable obligations. While this reporting requirement does not, by itself, affect the excludability of interest from gross income for federal income tax purposes, the reporting requirement causes the payment of interest on the Bonds to be subject to backup withholding if such interest is paid to beneficial owners that (a) are not exempt recipients, and (b) either fail to provide certain identifying information (such as the beneficial owner's taxpayer identification number) in the required manner or have been identified by the IRS as having failed to report all interest and dividends required to be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas corporations and certain other entities are exempt recipients. Amounts withheld under the backup withholding rules from a payment to a beneficial owner are allowed as a refund or credit against such beneficial owner's federal income tax liability so long as the required information is furnished to the IRS. 2
PACIFIC GAS AND ELECTRIC COMPANY The description of the business of Pacific Gas and Electric Company originally included as Appendix A to the attached Official Statement is hereby replaced with the following information: Pacific Gas and Electric Company ( PG&E ) is a leading vertically integrated electricity and natural gas utility. PG&E was incorporated in California in 1905 and is a subsidiary of PG&E Corporation. PG&E operates in northern and central California and is engaged in the businesses of electricity and natural gas distribution, electricity generation, electricity transmission, and natural gas transportation and storage. PG&E has more customers than any other investor-owned utility in the United States. At December 31, 2006, PG&E served approximately 5.1 million electricity distribution customers and approximately 4.2 million natural gas distribution customers. Where You Can Find More Information PG&E and PG&E Corporation each file annual, quarterly and current reports, information statements and other information with the Securities and Exchange Commission ( SEC ). These SEC filings are available to the public over the Internet at the SEC s website at http://www.sec.gov. You may also read and copy any of these SEC filings at the SEC s public reference room at 450 Fifth Street, N.W., Room 1200, Washington, D.C. 20549. Please call the SEC at 1-800- SEC-0330 for further information on its public reference room. Incorporation of Certain Documents by Reference The following documents filed by PG&E with the SEC are incorporated by reference in this Remarketing Supplement: 1. PG&E s annual report on Form 10-K for the year ended December 31, 2006. 2. PG&E s quarterly report on Form 10 Q for the quarter ended March 31, 2007. 3. PG&E s current reports on Form 8-K filed with the SEC on February 8, 2007, February 14, 2007 (as amended by PG&E s current report on Form 8-K/A filed on February 14, 2007), February 15, 2007, February 22, 2007 (as amended by PG&E s current report on Form 8-K/A filed on February 23, 2007), February 27, 2007, March 5, 2007, March 6, 2007, March 14, 2007, March 16, 2007, April 4, 2007 (as amended by PG&E s current report on Form 8-K/A filed on April 4, 2007), April 20, 2007, May 7, 2007, May 10, 2007, and May 15, 2007. PG&E does not incorporate by reference any information furnished pursuant to Items 2.02 and 7.01 (or any successor items to such items) of Form 8- K. All documents filed by PG&E pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, after the date of this Remarketing Supplement and prior to the termination of the offering of the Bonds shall be deemed to be incorporated by reference herein, excluding any information furnished to the SEC in any such documents, including but not limited to information furnished pursuant to Items 2.02 and 7.01 (or any successor items to such items) of Form 8- K. The incorporation by reference of the filings listed above does not extend to any such filings made by PG&E Corporation and not PG&E, or to information in filings jointly made by PG&E Corporation and PG&E that relates to PG&E Corporation or affiliates of PG&E Corporation other than PG&E, including specifically, without limitation, the consolidated financial statements or other consolidated financial information of PG&E Corporation. 3
PG&E hereby undertakes to provide without charge to each person to whom a copy of this Remarketing Supplement has been delivered, on the written or oral request of any such person, a copy of any or all the documents referred to above which have been or may be incorporated in this Remarketing Supplement by reference, other than exhibits to such documents which are not specifically incorporated by reference in the information that this Remarketing Supplement incorporates. Requests should be directed to The Office of the Corporate Secretary, Pacific Gas and Electric Company, P.O. Box 193722, San Francisco, California 94119-3722 (Telephone: 415-267-7070, Facsimile 415-267-7268). The documents incorporated herein by reference may also be obtained at PG&E s website www.pge.com. FINANCIAL GUARANTY INSURANCE COMPANY The description of Financial Guaranty Insurance Company ( Financial Guaranty ) originally included in the attached Official Statement under BOND INSURANCE - The Insurer is hereby replaced with the following information: Financial Guaranty is a New York stock insurance corporation that writes financial guaranty insurance in respect of public finance and structured finance obligations and other financial obligations, including credit default swaps. Financial Guaranty is licensed to engage in the financial guaranty insurance business in all 50 states, the District of Columbia, the Commonwealth of Puerto Rico, the U.S. Virgin Islands and the United Kingdom. Financial Guaranty is a direct, wholly owned subsidiary of FGIC Corporation, a Delaware corporation. At March 31, 2007, the principal owners of FGIC Corporation and the approximate percentage of its outstanding common stock owned by each were as follows: The PMI Group, Inc. 42%; affiliates of the Blackstone Group L.P. 23%; and affiliates of the Cypress Group L.L.C. 23%. Neither FGIC Corporation nor any of its stockholders or affiliates is obligated to pay any debts of Financial Guaranty or any claims under any insurance policy, including the Insurance Policies, issued by Financial Guaranty. Financial Guaranty is subject to the insurance laws and regulations of the State of New York, where Financial Guaranty is domiciled, including New York s comprehensive financial guaranty insurance law. That law, among other things, limits the business of each financial guaranty insurer to financial guaranty insurance (and related lines); requires that each financial guaranty insurer maintain a minimum surplus to policyholders; establishes limits on the aggregate net amount of exposure that may be retained in respect of a particular issuer or revenue source (known as single risk limits) and on the aggregate net amount of exposure that may be retained in respect of particular types of risk as compared to the policyholders surplus (known as aggregate risk limits); and establishes contingency, loss and unearned premium reserve requirements. In addition, Financial Guaranty is also subject to the applicable insurance laws and regulations of all other jurisdictions in which it is licensed to transact insurance business. The insurance laws and regulations, as well as the level of supervisory authority that may be exercised by the various insurance regulators, vary by jurisdiction. At March 31, 2007, Financial Guaranty had net admitted assets of approximately $3.947 billion, total liabilities of approximately $2.828 billion, and total capital and policyholders surplus of approximately $1.119 billion, determined in accordance with statutory accounting practices ( SAP ) prescribed or permitted by insurance regulatory authorities. The unaudited financial statements as of March 31, 2007, and the audited consolidated financial statements of Financial Guaranty and subsidiaries, on the basis of U.S. generally accepted accounting principles ( GAAP ), as of December 31, 2006 and December 31, 2005, which have been filed with the Nationally Recognized Municipal Securities Information Repositories ( NRMSIRs ), are 4
hereby included by specific reference in this Remarketing Supplement. Any statement contained herein under the heading FINANCIAL GUARANTY INSURANCE COMPANY or in any documents included by specific reference herein, shall be modified or superseded to the extent required by any statement in any document subsequently filed by Financial Guaranty with such NRMSIRs, and shall not be deemed, except as so modified or superseded, to constitute a part of this Remarketing Supplement. All financial statements of Financial Guaranty (if any) included in documents filed by Financial Guaranty with the NRMSIRs subsequent to the date of this Remarketing Supplement and prior to the termination of the remarketing of the Bonds shall be deemed to be included by specific reference into this Remarketing Supplement and to be a part hereof from the respective dates of filing of such documents. The New York State Insurance Department recognizes only SAP for determining and reporting the financial condition and results of operations of an insurance company, for determining its solvency under the New York Insurance Law, and for determining whether its financial condition warrants the payment of a dividend to its stockholders. Although Financial Guaranty prepares both GAAP and SAP financial statements, no consideration is given by the New York State Insurance Department to financial statements prepared in accordance with GAAP in making such determinations. A discussion of the principal differences between SAP and GAAP is contained in the notes to Financial Guaranty s audited SAP financial statements. Copies of Financial Guaranty s most recently published GAAP and SAP financial statements are available upon request to: Financial Guaranty Insurance Company, 125 Park Avenue, New York, NY 10017, Attention: Corporate Communications Department. Financial Guaranty s telephone number is (212) 312-3000. Financial Guaranty s Credit Ratings The financial strength of Financial Guaranty is rated AAA by Standard & Poor s, a Division of The McGraw-Hill Companies, Inc., Aaa by Moody s Investors Service, and AAA by Fitch Ratings. Each rating of Financial Guaranty should be evaluated independently. The ratings reflect the respective ratings agencies current assessments of the insurance financial strength of Financial Guaranty. Any further explanation of any rating may be obtained only from the applicable rating agency. These ratings are not recommendations to buy, sell or hold the Bonds, and are subject to revision or withdrawal at any time by the rating agencies. Any downward revision or withdrawal of any of the above ratings may have an adverse effect on the market price of the Bonds. Financial Guaranty does not guarantee the market price or investment value of the Bonds nor does it guarantee that the ratings on the Bonds will not be revised or withdrawn. Neither Financial Guaranty nor any of its affiliates accepts any responsibility for the accuracy or completeness of the Remarketing Supplement or any information or disclosure that is provided to potential purchasers of the Bonds, or omitted from such disclosure, other than with respect to the accuracy of information with respect to Financial Guaranty under the heading FINANCIAL GUARANTY INSURANCE COMPANY. In addition, Financial Guaranty makes no representation regarding the Bonds or the advisability of investing in the Bonds. 5
APPENDIX A PACIFIC GAS AND ELECTRIC COMPANY (Intentionally Omitted) A-1
APPENDIX B THE SUPPORT BONDS AND THE COMPANY MORTGAGE (Intentionally Omitted) B-1
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