Obbligazione SouthCal Edison 1.25% ( US842400GC19 ) in USD

Emittente SouthCal Edison
Prezzo di mercato 100 USD  ⇌ 
Paese  Stati Uniti
Codice isin  US842400GC19 ( in USD )
Tasso d'interesse 1.25% per anno ( pagato 2 volte l'anno)
Scadenza 01/11/2017 - Obbligazione č scaduto



Prospetto opuscolo dell'obbligazione Southern California Edison US842400GC19 in USD 1.25%, scaduta


Importo minimo 1 000 USD
Importo totale 100 000 000 USD
Cusip 842400GC1
Standard & Poor's ( S&P ) rating A ( Upper medium grade - Investment-grade )
Moody's rating Aa3 ( High grade - Investment-grade )
Descrizione dettagliata Southern California Edison č una delle maggiori compagnie di fornitura di elettricitā negli Stati Uniti, operante principalmente nel sud della California.

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GC19, pays a coupon of 1.25% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/11/2017

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GC19, was rated Aa3 ( High grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GC19, was rated A ( Upper medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







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424B5 1 d811178d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183045
CALCULATION OF REGISTRATION FEE


Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price
Registration Fee(1)
$100,000,000 First and Refunding Mortgage Bonds, Series 2014C, Due 2017

$99,816,000

$11,598.62

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 3, 2012)


Southern California Edison Company
$100,000,000 1.250% First and Refunding Mortgage Bonds,
Series 2014C, Due 2017



The bonds will bear interest at the rate of 1.250% per year. Interest on the bonds is payable semi-annually on May 1 and November 1 of each
year, beginning on May 1, 2015. The bonds will mature on November 1, 2017. 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-6.

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 Bond
Total

Public offering price

99.816%
$ 99,816,000
Underwriting discount

0.350%
$
350,000
Proceeds to us before expenses

99.466%
$ 99,466,000

Interest on the bonds will accrue from November 7, 2014.

The bonds are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company on or about
November 7, 2014.

Joint Book-Running Managers

Citigroup


SunTrust Robinson Humphrey

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Co-Managers

Apto Partners, LLC


SL Hare Capital, Inc.
Toussant Capital Partners, LLC


Cabrera Capital Markets, LLC

November 4, 2014
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-3
Risk Factors
S-6
Use of Proceeds
S-8
Ratio of Earnings to Fixed Charges
S-8
Certain Terms of the Bonds
S-9
Underwriting
S-14
Legal Matters
S-16
Prospectus

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

21
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 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.

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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 our First and Refunding Mortgage Bonds, Series 2014C, 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."

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 in a timely manner from our customers through regulated rates, including regulatory assets relating to the

San Onofre Nuclear Generating Station ("San Onofre") and under collection of fuel and purchased power costs;

·
decisions and other actions by the California Public Utilities Commission, the Federal Energy Regulatory Commission, the Nuclear

Regulatory Commission and other regulatory authorities and delays in regulatory actions;

·
physical security of our critical assets and personnel and the cyber security of our critical information technology systems for grid

control, and business and customer data;

·
possible customer bypass or departure due to technological advancements, federal and state subsidies, or cumulative rate impacts that

make self-generation or use of alternative energy sources economically viable;

·
risks associated with the operation of transmission and distribution assets and power generating facilities including: public safety issues,

the failure, availability, efficiency and output of equipment and availability and cost of spare parts;

·
risks associated with the retirement and decommissioning of nuclear generating facilities;

·
the risks inherent in the construction of transmission and distribution infrastructure replacement and expansion projects, 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 the acceptance of power delivery) and
governmental approvals;

S-1
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·
the ability to borrow funds and access capital markets on reasonable terms;

·
risk that the costs incurred in connection with San Onofre may not be recoverable from our supplier or insurance coverage;

·
the cost and availability of electricity, including the ability to procure sufficient resources to meet expected customer needs in the event

of power plant outages or significant counterparty defaults under power-purchase agreements;

·
environmental laws and regulations, both at the state and federal levels, or changes in the application of those laws, that could require

additional expenditures or otherwise affect the cost and manner of doing business;

·
risks that competing transmission systems will be built by merchant transmission providers in our service area;

·
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 and price mitigation strategies adopted by the California Independent System Operator,
Regional Transmission Organizations and adjoining regions;

·
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;

·
the cost and availability of labor, equipment and materials;

·
our ability to obtain sufficient insurance, including insurance relating to our nuclear facilities and wildfire-related liability, and to

recover the costs of such insurance or in the absence of insurance the ability to recover uninsured losses;

·
effects of legal proceedings, changes in or interpretations of tax laws, rates or policies;

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·
potential for penalties or disallowances caused by non-compliance with applicable laws and regulations;

·
the cost and availability of fuel for generating facilities and related transportation to the extent not recovered through regulated rate cost

escalation provisions or balancing accounts;

·
the cost and availability of emission credits or allowances for emission credits;

·
the extent of technological change in the generation, storage, transmission, distribution and use of electricity; and

·
weather conditions and natural disasters.

Additional information about risks and uncertainties, including more detail about the factors described above, is included in our Annual
Report on Form 10-K for the year ended December 31, 2013 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-2
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 notes, 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 approximately 50,000 square mile area of southern California, excluding the City of Los Angeles and certain other cities. We own and
operate transmission and distribution facilities and generation assets 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, merchant generators,
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-3
Table of Contents
The Offering

Issuer
Southern California Edison Company, a California corporation

Bonds Offered
$100,000,000 1.250% First and Refunding Mortgage Bonds, Series 2014C, Due 2017

Use of Proceeds
We intend to use the net proceeds from the offering of the bonds to finance fuel
inventories. See "Use of Proceeds."

Maturity
November 1, 2017

Interest on the Bonds
1.250% per annum


Interest will accrue from November 7, 2014, and will be payable semi-annually on
May 1 and November 1 of each year, beginning on May 1, 2015.

Further Issues
We may, without the consent of the holders of the bonds, issue additional first mortgage
bonds in the future, including additional Series 2014C Bonds. The bonds offered by this
prospectus supplement and any additional first mortgage bonds would rank equally and
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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 September 30, 2014, we could issue approximately
$17.1 billion of additional first mortgage bonds (not taking into account the issuance of
the 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
We may at our option redeem the bonds, as applicable, at any time, in whole or in part,
at a "make whole" redemption price as described under "Certain Terms of the Bonds--
Optional 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.

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


S-4
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other first mortgage bonds outstanding from time to time. As of September 30, 2014,
we had $10.2 billion of our first mortgage bonds outstanding (including $939 million of

first mortgage bonds issued to secure pollution control bonds and such amount includes
$161 million of pollution control bonds that we repurchased but which remain
outstanding).

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

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


S-5
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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, 2013 and our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2014. 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 bonds will be new securities for which there is currently no established trading market, and none may develop. 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.

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 of 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 the lenders under our senior secured credit facility and 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-6
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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 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
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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.

S-7
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USE OF PROCEEDS

We intend to use the net proceeds from the offering of the bonds to finance fuel inventories.

RATIO OF EARNINGS TO FIXED CHARGES

The information in this section adds to the information in the "Ratio of Earnings to Fixed Charges and Preferred Equity Dividends" section of
the accompanying base prospectus, and you should read these two sections together. The following table sets forth the ratio of earnings to fixed
charges for the twelve-month periods ended December 31, 2012 and 2013 and the nine-month period ended September 30, 2014.

Year Ended


December 31,

Nine Months Ended


2012
2013
September 30, 2014
Ratio of Earnings to Fixed Charges

4.31
3.20

4.36

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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 bonds will be issued as an additional 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 Third Supplemental Indenture, to be dated as of November 5, 2014 (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 are initially limited to $100 million in principal amount, will mature on November 1, 2017, and will bear interest from November
7, 2014 at 1.250% per annum, payable semi-annually on May 1 and November 1 of each year, commencing on May 1, 2015. The amount of
interest payable for any period will be computed on the basis of a 360-day year consisting of twelve 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 payment was due, and no interest will accrue with respect
to such postponement.

Record Dates
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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

No additional first mortgage bonds may be issued if any event of default has occurred with respect to the 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 or the consent of the holders of the 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 bonds offered by this prospectus supplement, except for the public offering
price, payment of interest accruing prior to the issue date of the further bonds, and under some circumstances, for 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 September 30, 2014, we had $10.2 billion of first mortgage bonds outstanding (including $939 million of first mortgage bonds issued
to secure pollution control bonds and such amount includes $161 million of pollution control bonds that we repurchased but which remain
outstanding). As of September 30, 2014, we had

S-9
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the capacity to issue approximately $17.1 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. Under the first mortgage bond indenture's net earnings coverage test, the amount
of additional first mortgage bonds we could issue is limited to $24.7 billion (based on net earnings as of September 30, 2014, 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

We may at our option redeem the bonds, at any time, 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 interest payment date to the date fixed for redemption) on the bonds being redeemed, 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
7.5 basis points, plus accrued and unpaid interest to the date fixed for redemption.

"Treasury Yield" means, for any date fixed for redemption, (1) the yield for the maturity corresponding to the Comparable Treasury Issue (as
defined below), under the heading that represents the average for the immediately preceding week, appearing in the most recently published
statistical release designated "H.15(519)" or any successor publication that is published weekly by the Board of Governors of the Federal Reserve
System and that establishes yields on actively traded United States Treasury securities adjusted to constant maturity under the caption "Treasury
Constant Maturities," provided, that if no maturity is within three months before or after the applicable stated maturity date for any of the bonds
being redeemed the yields for the two published maturities most closely corresponding to the Comparable Treasury Issue will be determined and
the Treasury Yield shall be interpolated or extrapolated from those yields on a straight line basis, rounding to the nearest month; or (2) if the
release referred to in (1) (or any successor release) is not published during the week preceding the calculation date or does not contain the yields
referred to above, 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. The Treasury Yield will be calculated on the third business day preceding the redemption date.

"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 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.

"Comparable Treasury Price" means, for any date fixed for redemption, the average 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 either Citigroup Global Markets Inc. ("Citigroup"), SunTrust Robinson Humphrey, Inc.
("SunTrust") or its successor, as applicable or, if such firm or its successor is unwilling or unable to select the Comparable Treasury Issue, one of
the remaining Reference Treasury Dealers appointed by us.

"Reference Treasury Dealer" means (1) Citigroup, SunTrust 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
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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.

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"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 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, The Bank of New York Mellon Trust Company, N.A., as
trustee, will select the particular bonds to be redeemed on a pro rata basis, by lot or by such other method of random selection, if any, that The
Bank of New York Mellon Trust Company, N.A., as trustee, deems fair and appropriate; 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.

No Sinking Fund

There will be no provisions for any maintenance or sinking funds for any of 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).

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.

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

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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.

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
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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.

A global bond is exchangeable for definitive bonds in registered certificate form if:

· DTC (i) notifies us that it is unwilling or unable to continue as depositary for the global bonds, and we fail to appoint a successor

depositary, or (ii) has ceased to be a clearing agency registered under the Securities Exchange Act of 1934, as amended;

· at our option, we notify the trustees in writing that we have elected to cause the issuance of the certificated securities; or

· there has occurred and is continuing a default or event of default with respect to the bonds.

In addition, beneficial interests in a global bond may be exchanged for certificated securities upon prior written notice given to the trustees by
or on behalf of DTC in accordance with the first mortgage bond indenture.

In all cases, certificated securities delivered in exchange for any global bond or beneficial interests in global bonds will be registered in the
names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures).
Certificated securities may be presented for registration, transfer and exchange at The Bank of New York Mellon Trust Company, N.A., Chicago,
Illinois, or the office or agency designated for such purpose.

DTC has advised us that: DTC is a limited purpose trust company organized under the laws of the State of New York, a "banking
organization" within the meaning of New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the Uniform Commercial Code and a "Clearing Agency" registered pursuant to the provisions of Section 17A of the Exchange Act.
DTC was created to hold securities for its participants and facilitate the clearance and settlement of securities transactions between participants
through electronic book-entry changes in accounts of its participants, thereby eliminating the need for physical movement of certificates. Indirect
access to the DTC system is available to others such as banks, brokers, dealers and trust companies and certain other organizations that clear
through or maintain a custodial relationship with a participant, either directly or indirectly, whom we refer to as indirect participants.

Although DTC is expected to follow the foregoing procedures in order to facilitate transfers of interests in a global bond among participants
of DTC, they are under no obligation to perform or continue to perform such procedures, and such procedures may be discontinued at any time.
None of the trustees, the paying agent, or we will have any responsibility for the performance by DTC or its participants or indirect participants of
their respective obligations under the rules and procedures governing their operations.

Same Day Settlement and Payment

We will make payments in respect of the bonds represented by the global bonds (including principal, interest and premium, if any) by wire
transfer of immediately available funds to the accounts specified by the global bondholder. We will make all payments of principal, interest and
premium with respect to certificated

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securities by wire transfer of immediately available funds to the accounts specified by the holders thereof or, if no account is specified, by mailing a
check to that holder's registered address. The exchange bonds represented by the global bonds are expected to trade in DTC's Same Day Funds
Settlement System, and any permitted secondary market trading activity in the exchange bonds will, therefore, be required by DTC to be settled in
immediately available funds. We expect that secondary trading in any certificated securities will also be settled in immediately available funds.

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UNDERWRITING

Citigroup Global Markets Inc. and SunTrust Robinson Humphrey, Inc. (collectively, the "Representatives") are acting as representatives of
the underwriters named below and as joint book-running managers of the offering.

Subject to the terms and conditions stated in the underwriting agreement dated the date of this prospectus supplement, each underwriter
named below has severally agreed to purchase, and we have agreed to sell to that underwriter, the principal amount of bonds set forth opposite the
underwriter's name.

Principal Amount
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