Obligation SouthCal Edison 3.7% ( US842400GN73 ) en USD

SouthCal Edison

100 % ▲

Etas-Unis

US842400GN73 ( en USD )

3.7% par an ( paiement semestriel )

31/07/2025 - Obligation échue

Prospectus brochure de l'obligation Southern California Edison US842400GN73 en USD 3.7%, échue

1 000 USD

900 000 000 USD

842400GN7

A- ( Qualité moyenne supérieure )

A3 ( Qualité moyenne supérieure )

Southern California Edison est une grande entreprise d'électricité desservant une vaste zone du sud de la Californie, fournissant de l'électricité à des millions de clients résidentiels, commerciaux et industriels.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400GN73, paye un coupon de 3.7% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/07/2025

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400GN73, a été notée A3 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400GN73, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d909420d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226383
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
$600,000,000 3.70% First and Refunding Mortgage Bonds, Series 2018E, Due 2025

$615,870,000

$79,939.93

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
Table of Contents

PROSPECTUS SUPPLEMENT
(To Prospectus dated July 27, 2018)

Southern California Edison Company
$600,000,000 3.70% First and Refunding Mortgage Bonds,
Series 2018E, Due 2025

We are offering $600,000,000 principal amount of our 3.70% First and Refunding Mortgage Bonds, Series 2018E, due 2025 (the "Reopened Bonds"). The Reopened Bonds
have identical terms (other than the issue date and issue price) as, and are a part of a single series with, the $300,000,000 principal amount of our 3.70% First and Refunding
Mortgage Bonds Series 2018E, due 2025 issued on August 2, 2018 (the "Original Bonds"). We refer to the Reopened Bonds and the Original Bonds together in this prospectus
supplement as the "bonds."
The bonds will bear interest at the rate of 3.70% per year. Interest on the bonds is payable semi-annually on February 1 and August 1 of each year, beginning on August 1,
2020. The bonds will mature on August 1, 2025. We may at our option redeem some or all of the bonds at any time. The redemption prices are discussed under the caption
"Certain Terms of the Bonds--Optional Redemption."
The bonds will be senior secured obligations of our company and will rank equally with all of our other senior secured indebtedness from time to time outstanding.

Investing in the bonds involves risks. See "Risk Factors" beginning on page S-7 and the risk factors included in our Annual Report on
Form 10-K for the year ended December 31, 2019.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement or the related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Per Reopened Bond
Total

Public offering price(1)

102.645%
$615,870,000
Underwriting discount

0.600%
$
3,600,000
Proceeds to us before expenses(1)

102.045%
$612,270,000
(1) Plus $3,761,666.67 of accrued interest from and including February 1, 2020 to but excluding April 2, 2020.
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
The bonds are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about April 2, 2020.

Joint Book-Running Managers

J.P. Morgan

Morgan Stanley

TD Securities
Co-Managers
AmeriVet Securities Blaylock Van, LLC Penserra Securities LLC Stern
March 30, 2020
Table of Contents
We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying
prospectus and in any related free writing prospectus that we prepare or authorize. We have not, and the underwriters have not, authorized
anyone to provide you with any other information, and neither we nor the underwriters take any responsibility for any other information that
others may provide you. Neither we nor the underwriters are making an offer to sell the bonds in any jurisdiction where the offer or sale is not
permitted. You should assume that the information appearing in this prospectus supplement, the accompanying prospectus, any such free writing
prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our business, financial
condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement

Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Summary
S-4
Risk Factors
S-7
Use of Proceeds
S-9
Certain Terms of the Bonds
S-10
Underwriting
S-15
Legal Matters
S-21
Prospectus

Page
About This Prospectus

1
Forward-Looking Statements

1
Southern California Edison Company

1
Use of Proceeds

2
Ratio of Earnings to Fixed Charges and Preferred Equity Dividends

2
Description of the Securities

2
Description of the First Mortgage Bonds

3
Description of the Debt Securities

7
Description of the Preferred Stock and Preference Stock

17
Experts

20
Validity of the Securities

20
Where You Can Find More Information

20
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the bonds we are offering and
certain other matters about us and our financial condition. The second part, the base prospectus, provides general information about the first mortgage
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
bonds and other securities that we may offer from time to time, some of which may not apply to the bonds we are offering hereby. Generally, when we
refer to the prospectus, we are referring to both parts of this document combined. If the description of the bonds varies between this prospectus supplement
and the accompanying base prospectus, you should rely on the information in this prospectus supplement.
References in this prospectus to "Southern California Edison," "we," "us," and "our" mean Southern California Edison Company, a California
corporation. In this prospectus, we refer to the Original Bonds and the Reopened Bonds, which are offered hereby, collectively as the "bonds." We refer to
all of our outstanding First and Refunding Mortgage Bonds as our "first mortgage bonds."
PRIIPs Regulation/Prohibition of Sales to EEA and UK Retail Investors
The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA") or in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one
(or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the "Prospectus Regulation"). For the
purposes of this provision, the expression "an offer" includes the communication in any form and by any means of sufficient information on the terms of
the offer and the bonds to be offered so as to enable an investor to decide to purchase or subscribe for the bonds. Consequently no key information
document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them
available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the bonds or otherwise making them available to
any retail investor in the EEA or in the UK may be unlawful under the PRIIPS Regulation.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents they incorporate by reference contain "forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations and projections about future events based on our knowledge of
present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical or current fact. In
this prospectus and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable," "may," "will,"
"could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to identify forward-
looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated.
Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that otherwise could impact
us, include, but are not limited to:

·
our ability to recover costs through regulated rates, including costs related to uninsured wildfire-related and mudslide-related liabilities, costs

incurred to mitigate the risk of utility equipment causing future wildfires and costs incurred to implement SCE's new customer service
system;

·
our ability to implement our Wildfire Mitigation Plan, including effectively implementing Public Safety Power Shut-Offs when appropriate;

S-1
Table of Contents
·
our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to our nuclear facilities and wildfire-related claims,

and to recover the costs of such insurance or, in the event liabilities exceed insured amounts, the ability to recover uninsured losses from
customers or other parties;

·
risks associated with California Assembly Bill 1054 ("AB 1054") effectively mitigating the significant risk faced by California investor-
owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are alleged to be a substantial cause,
including our ability to maintain a valid safety certification, our ability to recover uninsured wildfire-related costs from the Wildfire

Insurance Fund established under AB 1054, the longevity of the Wildfire Insurance Fund, and the California Public Utilities Commission's
("CPUC") interpretation of and actions under AB 1054, including their interpretation of the new prudency standard established under AB
1054;

·
decisions and other actions by the CPUC, the Federal Energy Regulatory Commission, the Nuclear Regulatory Commission and other
regulatory and legislative authorities, including decisions and actions related to determinations of authorized rates of return or return on

equity, the recoverability of wildfire-related and mudslide-related costs, issuance of our wildfire safety certification, wildfire mitigation
efforts, and delays in regulatory and legislative actions;

·
our ability to borrow funds and access the bank and capital markets on reasonable terms;

·
risks associated with the decommissioning of the San Onofre Nuclear Generating Station, including those related to public opposition,

permitting, governmental approvals, on-site storage of spent nuclear fuel, delays, contractual disputes, and cost overruns;

https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
·
extreme weather-related incidents and other natural disasters (including earthquakes and events caused, or exacerbated, by climate change,

such as wildfires), which could cause, among other things, public safety issues, property damage and operational issues;

·
physical security of our critical assets and personnel and the cybersecurity of our critical information technology systems for grid control, and

business, employee and customer data;

·
risks associated with cost allocation, resulting in higher rates for utility bundled service customers because of possible customer bypass or

departure for other electricity providers such as Community Choice Aggregators, which are cities, counties, and certain other public agencies
with the authority to generate and/or purchase electricity for their local residents and businesses, and electric service providers;

·
risks inherent in our transmission and distribution infrastructure investment program, including those related to project site identification,
public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the

event there is insufficient transmission to enable acceptance of power delivery), changes in the California Independent System Operator's
transmission plans, and governmental approvals;

·
risks associated with the operation of transmission and distribution assets and power generating facilities including public and employee

safety issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and
facilities, and availability and cost of spare parts;

·
changes in tax laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could affect recorded

deferred tax assets and liabilities and effective tax rate;

·
changes in the fair value of investments and other assets;

·
changes in interest rates and rates of inflation, including escalation rates (which may be adjusted by public utility regulators);

·
governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure

rules applicable to each market adopted by the North American

S-2
Table of Contents
Electric Reliability Corporation, and similar regulatory bodies in adjoining regions, and changes in California's environmental priorities that

lessen the importance the state places on greenhouse gas reduction;

·
availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of

counterparties to pay amounts owed in excess of collateral provided in support of their obligations;

·
cost and availability of labor, equipment and materials;

·
potential for penalties or disallowance for non-compliance with applicable laws and regulations; and

·
cost of fuel for generating facilities and related transportation, which could be impacted by, among other things, disruption of natural gas

storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts.
Additional information about risks and uncertainties that could cause results to differ from those currently expected or that otherwise could impact us,
including more detail about the factors described above, is included in our Annual Report on Form 10-K for the year ended December 31, 2019 and our
Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed subsequent to that date. Forward-looking statements speak only as of the date
they are made and we are not obligated to publicly update or revise forward-looking statements.

S-3
Table of Contents
SUMMARY
The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial
statements, including the related bonds, contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus.
Southern California Edison Company
Southern California Edison is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
approximately 50,000 square mile area of southern California, excluding the City of Los Angeles and certain other cities. We own and operate
transmission, distribution and generation facilities for the purpose of serving our customers' electricity needs. In addition to power provided from our
own generating resources, we procure power from a variety of sources including other utilities and merchant and other non-utility generators. Based
in Rosemead, California, Southern California Edison was incorporated in California in 1909.
Southern California Edison is a subsidiary of Edison International. The mailing address and telephone number of our principal executive offices
are P.O. Box 800, Rosemead, CA 91770 and (626) 302-1212.

S-4
Table of Contents
The Offering

Issuer
Southern California Edison Company, a California corporation.

Reopened Bonds Offered
$600,000,000 3.70% First and Refunding Mortgage Bonds, Series 2018E, due 2025. Upon
settlement, the Reopened Bonds will form part of a single series with the Original Bonds
issued on August 2, 2018. The aggregate principal amount of this series of bonds will be
$900,000,000.

Use of Proceeds
We intend to use the net proceeds from the sale of the bonds to finance current
undercollections of revenues we are authorized to recover from customers through regulatory
balancing accounts. See "Use of Proceeds" in this prospectus supplement.

Interest on the Reopened Bonds
3.70% per annum.

Interest will accrue from February 1, 2020, and will be payable semi-annually on February 1

and August 1 of each year, beginning on August 1, 2020.

Maturity
August 1, 2025.

Further Issues
We may, without the consent of the holders of the bonds, issue additional first mortgage
bonds in the future, including additional bonds. The bonds offered by this prospectus
supplement and any additional first mortgage bonds would rank equally and ratably under the
first mortgage bond indenture. No additional first mortgage bonds may be issued if any event
of default has occurred with respect to the bonds. Additional first mortgage bonds may not
be issued unless net earnings for twelve months shall have been at least two and one-half
times our total annual first mortgage bond interest charge and other conditions are met. As of
December 31, 2019, we could issue approximately $19.7 billion of additional first mortgage
bonds. See "Certain Terms of the Bonds--Further Issues" below in this prospectus
supplement and "Description of the First Mortgage Bonds--Issue of Additional Bonds" in
the base prospectus.

Optional Redemption
At any time prior to June 1, 2025, we may at our option redeem the Reopened Bonds, as
applicable, in whole or in part, at the applicable "make whole" redemption price described
under "Certain Terms of the Bonds--Optional Redemption."

At any time on or after June 1, 2025, we may at our option redeem the Reopened Bonds, in

whole or in part, at 100% of the principal amount of the bonds being redeemed plus accrued
and unpaid interest thereon to but excluding the date of redemption.

Security
The bonds will be secured equally and ratably by a lien on substantially all of our property
and franchises with all other first mortgage bonds outstanding now or issued in the future
under our first mortgage bond indenture. The liens will constitute first priority liens, subject
to permitted exceptions.
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5

S-5
Table of Contents
Ranking
The bonds will be our senior secured obligations ranking pari passu in right of payment with
all of our other senior secured indebtedness from time to time outstanding, and prior to all
other senior indebtedness from time to time outstanding to the extent of the value of the
collateral available to the holders of the bonds, which collateral is shared by such holders on
a ratable basis with the holders of our other first mortgage bonds outstanding from time to
time. As of December 31, 2019, we had $15.0 billion of our first mortgage bonds
outstanding (including $751.9 million of first mortgage bonds issued to secure pollution
control bonds).

Special Trust Fund
We are required to deposit in a special trust fund with the indenture trustee, on each May 1
and November 1, cash equal to 1 1/2% (subject to redetermination from time to time) of the
aggregate principal amount of first mortgage bonds then outstanding. Under the first
mortgage bond indenture, we are able to withdraw cash from the special trust fund as long as
we have sufficient additional property. There are currently no funds on deposit in the special
trust fund.

Events of Default
For a discussion of events that will permit acceleration of the payment of the principal of and
accrued interest on the bonds, see "Description of the First Mortgage Bonds--Defaults and
Other Provisions" in the base prospectus.

Trading
The bonds will not be listed on any securities exchange or included in any quotation system.

Trustee, Transfer Agent and Book Entry Depositary The Bank of New York Mellon Trust Company, N.A.

Paying Agent
The Bank of New York Mellon Trust Company, N.A.

S-6
Table of Contents
RISK FACTORS
Investing in the bonds involves risk. You should be aware of and carefully consider the following risk factors and the risk factors included in our
Annual Report on Form 10-K for the year ended December 31, 2019. You should also read and consider all of the other information provided or
incorporated by reference in this prospectus supplement and the related base prospectus before deciding whether or not to purchase any of the bonds. See
"Forward-Looking Statements" in this prospectus supplement and "Where You Can Find More Information" in the base prospectus.
You may be unable to sell your bonds if a trading market for the bonds does not develop.
The Original Bonds are not listed on any securities exchange or for quotation on any automated dealer quotation system. We do not intend to apply
for listing of the bonds on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the bonds
will depend on the number of holders of the bonds, the interest of securities dealers in making a market in the bonds, and other factors. Accordingly, we
cannot assure you as to the development or liquidity of any market for the bonds. If an active trading market does not develop, the market price and
liquidity of the bonds may be adversely affected. If the bonds are traded, they may trade at a discount from their initial offering price depending upon
prevailing interest rates, the market for similar securities, general economic conditions, our performance and business prospects, and certain other factors.
You might not be able to fully realize the value of the liens securing the bonds.
The security for the benefit of the holders of the bonds can be released without their consent.
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
Any part of the property that is subject to the lien of the first mortgage bond indenture for the benefit of the bonds may be released at any time with
the consent of holders of 80% in amount of all first mortgage bonds issued and outstanding under the indenture (excluding any bonds owned or controlled
by us). A class vote or consent of the holders of the bonds would not be required.
You may have only limited ability to control remedies with respect to the collateral.
Upon the occurrence of an event of default under the first mortgage bond indenture, the trustees have the right to exercise remedies against the
collateral securing the bonds. The trustees shall take any action if requested to do so by the holders of a majority in interest of the first mortgage bonds then
outstanding under the first mortgage bond indenture and if indemnified to the trustees' reasonable satisfaction. Thus, you may not be able to exercise any
control over the trustees' exercise of remedies unless you can obtain the consent of holders of a majority of the total amount of first mortgage bonds
outstanding.
The collateral might not be valuable enough to satisfy all the obligations secured by the collateral.
Our obligations under the bonds are secured by the pledge of substantially all of our property and franchises. This pledge is also for the benefit of all
holders of other series of our first mortgage bonds. The value of the pledged assets in the event of a liquidation will depend upon market and economic
conditions, the availability of buyers, and similar factors. No independent appraisals of any of the pledged property have been prepared by us or on our
behalf in connection with this offering. Although our first mortgage bond indenture only allows us to issue first mortgage bonds with an aggregate
principal amount at any time outstanding in an amount no greater than 66 2/3% of the aggregate value of our bondable assets, because no appraisals have
been performed in connection with this offering, we cannot assure you that the proceeds of any sale of the pledged assets following an acceleration of
maturity of the bonds would be sufficient to satisfy amounts due on the bonds and the other debt secured by the pledged assets.

S-7
Table of Contents
To the extent the proceeds of any sale of the pledged assets were not sufficient to repay all amounts due on your bonds, you would have only an
unsecured claim against our remaining assets. By their nature, some or all of the pledged assets might be illiquid and might have no readily ascertainable
market value. Likewise, we cannot assure you that the pledged assets would be saleable or that there would not be substantial delays in their liquidation.
In addition, the first mortgage bond indenture permits us to issue additional secured debt, including debt secured equally and ratably by the same
assets pledged to secure your bonds. This could reduce amounts payable to you from the proceeds of any sale of the collateral.
Bankruptcy laws could limit your ability to realize value from the collateral.
The right of the indenture trustees to repossess and dispose of the pledged assets upon the occurrence of an event of default under the first mortgage
bond indenture is likely to be significantly impaired by applicable bankruptcy law if a bankruptcy case were to be commenced by or against us before the
indenture trustees repossessed and disposed of the pledged assets. Under Title 11 of the United States Code (the "Bankruptcy Code"), a secured creditor is
prohibited from repossessing its security from a debtor in a bankruptcy case, or from disposing of security repossessed from such debtor, without
bankruptcy court approval. Moreover, the Bankruptcy Code permits the debtor to continue to retain and to use collateral, including capital stock, even
though the debtor is in default under the applicable debt instruments, provided that the secured creditor is given "adequate protection." In view of the lack
of a precise definition of the term "adequate protection" and the broad discretionary powers of a bankruptcy court, it is impossible to predict (1) how long
payments under the bonds could be delayed following commencement of a bankruptcy case, (2) whether or when the indenture trustee could repossess or
dispose of the pledged assets or (3) whether or to what extent holders of the bonds would be compensated for any delay in payment or loss of value of the
pledged assets through the requirement of "adequate protection."
The ability of the indenture trustees to effectively liquidate the collateral and the value received could be impaired or impeded by the need to obtain
regulatory consents.
While we have all necessary consents to grant the security interests created by the first mortgage bond indenture, any foreclosure thereon could
require additional approvals that have not been obtained from California or federal regulators. We cannot assure you that these approvals could be obtained
by the indenture trustees on a timely basis or at all.
We face risks related to health pandemics.
The Coronavirus Disease 2019 ("COVID-19") is currently impacting countries, communities, supply chains and markets. To date, COVID-19 has
not had a material impact on us. However, we cannot predict whether, and the extent to which, COVID-19 will have a material impact on our operations,
liquidity, financial condition, and results of operations. Our operations, including our ability to complete wildfire mitigation work as scheduled, and the
availability of employees, contractors and suppliers may be impacted by COVID-19. We require access to the capital markets to fund capital requirements.
Capital markets have been impacted by COVID-19 and this may restrict our access to those markets and/or increase the costs of accessing those markets.
The extent to which COVID-19 may impact our operations, liquidity, financial condition, and results of operations will depend on future developments,
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
which are highly uncertain and cannot be predicted, including new information concerning the severity of COVID-19 and the actions taken to contain it or
treat its impact, among others.

S-8
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the sale of the bonds to finance current undercollections of revenues we are authorized to recover from
customers through regulatory balancing accounts.

S-9
Table of Contents
CERTAIN TERMS OF THE BONDS
The following description of the particular terms of the bonds supplements the description of the general terms and provisions of the first mortgage
bonds set forth in the accompanying prospectus.
General
The Reopened Bonds offered by this prospectus supplement have the same terms as the Original Bonds, other than the issue date and the issue price.
The Reopened Bonds form a part of the same series as the Original Bonds and will be issued under our first mortgage bond indenture as described below.
The Reopened Bonds will have the same ISIN, Common Code and CUSIP number as, and upon closing will be fully fungible and will trade
interchangeably with, other outstanding bonds in the series. Upon completion of this offering, the aggregate principal amount of outstanding bonds of this
series will be $900,000,000.
The Reopened Bonds will be issued as part of an existing series of our secured debt securities issued under a Trust Indenture, dated as of October 1,
1923, between us and The Bank of New York Mellon Trust Company, N.A. and D. G. Donovan, as trustees, as amended and supplemented by
supplemental indentures, including the One Hundred Thirty-Eighth Supplemental Indenture, dated as of July 31, 2018 (which we refer to collectively as
the "first mortgage bond indenture"). The following summary of the first mortgage bond indenture is subject to all of the provisions of the first mortgage
bond indenture.
Payments of principal and interest on the bonds issued in book-entry form will be made as described under the caption "Book-Entry, Delivery, and
Form" below.
The bonds will be issued only in fully registered form, without coupons, in denominations of $1,000 or any integral multiple of $1,000.
Interest and Maturity
The bonds will mature on August 1, 2025, are initially limited to $600,000,000 in principal amount and will bear interest from February 1, 2020 at
3.70% per annum, payable semi-annually on February 1 and August 1 of each year, commencing on August 1, 2020. The amount of interest payable on the
bonds for any period will be computed on the basis of a 360-day year consisting of twelve 30-day months, provided that the amount of interest payable for
any period shorter or longer than a full interest period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual
number of days elapsed in the period using 30-day months.
If the date of maturity or any interest payment date of the bonds falls on a day that is not a business day, the related payment of principal and/or
interest will be made on the next business day as if it were made on the date that the payment was due, and no interest will accrue with respect to such
postponement.
Record Dates
The record date for interest payable on the bonds on any interest payment date will be the close of business on the business day immediately
preceding the interest payment date so long as the bonds remain in book-entry only form, or on the 15th calendar day before each interest payment date if
bonds do not remain in book-entry only form. See "--Book-Entry, Delivery, and Form" below.
Further Issues
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
No additional first mortgage bonds may be issued if any event of default has occurred with respect to such series of first mortgage bonds. We may
from time to time, without notice to or the consent of the holders of the bonds, issue additional first mortgage bonds in the future. Further, we may from
time to time, without notice to

S-10
Table of Contents
or the consent of the holders of the relevant series of bonds, create and issue further bonds equal in rank and having the same maturity, payment terms,
redemption features, CUSIP numbers and other terms as the relevant series of bonds offered by this prospectus supplement, except for public offering price,
payment of interest accruing prior to the issue date of the further bonds, and under some circumstances, the first payment of interest following the issue date
of the further bonds. These further bonds may be consolidated and form a single series with the bonds offered by this prospectus supplement.
As of December 31, 2019, we had $15.0 billion of first mortgage bonds outstanding (including $751.9 million of first mortgage bonds issued to
secure pollution control bonds). As of December 31, 2019, we had the capacity to issue approximately $19.7 billion of additional first mortgage bonds on
the basis of first mortgage bonds previously acquired, redeemed, or otherwise retired and the net amount of additional property acquired by us and not
previously used for the issuance of first mortgage bonds or other purposes under the first mortgage bond indenture. The first mortgage bond indenture's net
earnings coverage test provides that additional first mortgage bonds may not be issued unless our net earnings (as defined in the first mortgage bond
indenture) for a period of twelve months ending no more than 60 days prior to the delivery of the bonds shall have been at least two and one-half (2.5x)
times our total annual first mortgage bond interest charge. Under the net earnings test, the amount of additional first mortgage bonds we currently could
issue is approximately $25.4 billion (based on net earnings as of December 31, 2019, and not taking into account the issuance of the bonds). See
"Description of the First Mortgage Bonds--Issue of Additional Bonds" in the base prospectus.
Optional Redemption
At any time prior to June 1, 2025, we may at our option redeem the bonds, in whole or in part, at a "make whole" redemption price equal to the
greater of (1) the principal amount redeemed or (2) the sum of the present values of the remaining scheduled payments of principal and interest (excluding
any interest accrued from the immediately preceding payment date to the date fixed for redemption) on the bonds being redeemed (assuming for such
purpose that the bonds mature on June 1, 2025), discounted to the date fixed for redemption on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Yield plus 15 basis points, plus accrued and unpaid interest to the date fixed for redemption. At any time on or after
June 1, 2025, we may at our option redeem the bonds, in whole or in part, at 100% of the principal amount of the bonds being redeemed plus accrued and
unpaid interest thereon to but excluding the date of redemption.
"Treasury Yield" means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury
Price for the date fixed for redemption.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term to stated maturity of the bonds to be redeemed (assuming for such purpose that the bonds
mature on June 1, 2025) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the bonds to be redeemed (assuming for such purpose that the bonds mature on
June 1, 2025).
"Comparable Treasury Price" means, for any date fixed for redemption, the average of four Reference Treasury Dealer Quotations for the date fixed
for redemption, after excluding the highest and lowest such Reference Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us or its successor or, if such firm or its successor, as
applicable, is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by us.

S-11
Table of Contents
"Reference Treasury Dealer" means each of (1) Citigroup Global Markets Inc., Morgan Stanley & Co. LLC, a Primary Treasury Dealer selected by
MUFG Securities Americas Inc., and Wells Fargo Securities, LLC, and any other primary U.S. Government securities dealer in the United States of
America (a "Primary Treasury Dealer") designated by, and not affiliated with, any of the foregoing or their successors, provided, however, that if any of the
foregoing, or any of their designees, ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute, and (2) any
other Primary Treasury Dealer selected by us.
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

424B5
"Reference Treasury Dealer Quotations" means, for each Reference Treasury Dealer and any date fixed for redemption, the average, as determined
by the Independent Investment Banker, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Independent Investment Banker by the Reference Treasury Dealer at 5:00 p.m. New York City time on the third
business day preceding the date fixed for redemption.
To exercise our option to redeem any bonds, we will give you a notice in writing (including by facsimile transmission or electronic mail) of
redemption at least 30 days but not more than 60 days prior to the date fixed for redemption. If we elect to redeem fewer than all the bonds in the relevant
series, The Bank of New York Mellon Trust Company, N.A., as trustee, will select the particular bonds to be redeemed by lot; provided, however, that as
long as the bonds are held with a depositary, any such selection shall be in accordance with such depositary's applicable procedures.
Any notice of redemption, at our option, may state that the redemption will be conditional upon receipt by the paying agent, on or prior to the date
fixed for the redemption, of money sufficient to pay the principal, premium, if any, and interest, if any, on the bonds and that if the money has not been so
received, the notice will be of no force and effect and we will not be required to redeem the bonds.
Book-Entry, Delivery, and Form
The bonds will be represented by one or more permanent global bonds in definitive, fully registered form without interest coupons. Upon issuance,
the bonds will be deposited with The Bank of New York Mellon Trust Company, N.A., as trustee, as custodian for The Depository Trust Company in New
York, New York (which we refer to as "DTC"), and registered in the name of DTC or its nominee.
Ownership of beneficial interests in a global bond will be limited to persons who have accounts with DTC, which we refer to as "participants," or
persons who hold interests through participants. Ownership of beneficial interests in a global bond will be shown on, and the transfer of that ownership will
be effected only through, records maintained by DTC or its nominee (with respect to interests of participants) and the records of participants (with respect
to interests of persons other than participants).
You may elect to hold interests in a global bond either in the United States through DTC or outside the United States through Clearstream Banking,
société anonyme ("Clearstream"), or Euroclear Bank, S.A./N.V., or its successor, as operator of the Euroclear System ("Euroclear"), if you are a participant
of such system, or indirectly through organizations that are participants in such systems. Interests held through Clearstream and Euroclear will be recorded
on DTC's books as being held by the U.S. depositary for each of Clearstream and Euroclear, which U.S. depositaries will in turn hold interests on behalf of
their participants' customers' securities accounts.
So long as DTC, or its nominee, is the registered owner or holder of any of the bonds, DTC or that nominee, as the case may be, will be considered
the sole owner or holder of such bonds represented by the global bond for all purposes under the first mortgage bond indenture and the bonds. No beneficial
owner of an interest in a global bond will be able to transfer such interest except in accordance with DTC's applicable procedures, in addition to those
provided for under the first mortgage bond indenture.

S-12
Table of Contents
Payments of the principal of, and interest on, a global bond will be made to DTC or its nominee, as the case may be, as the registered owner thereof.
None of the trustees, any paying agent, or we will have any responsibility or liability for any aspect of the records relating to or payments made on account
of beneficial ownership interests in a global bond or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that DTC or its nominee, upon receipt of any payment of principal or interest in respect of a global bond, will credit participants' accounts
with payments in amounts proportionate to their respective beneficial interests in the principal amount of such global bond as shown on the records of DTC
or its nominee. We also expect that payments by participants to owners of beneficial interests in such global bond held through such participants will be
governed by standing instructions and customary practices, as is now the case with securities held for the accounts of customers registered in the names of
nominees for such customers. Such payments will be the responsibility of such participants.
We expect that transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be
settled in same-day funds. Secondary market trading between Clearstream participants and/or Euroclear system participants will occur in the ordinary way
in accordance with the applicable rules and operating procedures of Clearstream and the Euroclear system, as applicable.
Transfers between participants in DTC will be effected in the ordinary way in accordance with DTC rules and procedures and will be settled in
same-day funds.
We expect that DTC will take any action permitted to be taken by a holder of bonds only at the direction of one or more participants to whose
account the DTC interests in a global bond is credited and only in respect of such portion of the aggregate principal amount of bonds as to which such
participant or participants has or have given such direction. However, if there is an event of default under the bonds, DTC will exchange the applicable
global bond for certificated bonds, which it will distribute to its participants.
https://www.sec.gov/Archives/edgar/data/92103/000119312520092593/d909420d424b5.htm[3/31/2020 1:45:48 PM]

Document Outline

#1">
- #1">