Obbligazione SouthCal Edison 3.65% ( US842400GJ61 ) in USD

SouthCal Edison

98.557 USD ▲

Stati Uniti

US842400GJ61 ( in USD )

3.65% per anno ( pagato 2 volte l'anno)

01/03/2028

Prospetto opuscolo dell'obbligazione Southern California Edison US842400GJ61 en USD 3.65%, scadenza 01/03/2028

1 000 USD

400 000 000 USD

842400GJ6

BBB+ ( Lower medium grade - Investment-grade )

A2 ( Upper medium grade - Investment-grade )

01/03/2026 ( In 79 giorni )

Southern California Edison è una delle maggiori compagnie di fornitura di elettricità negli Stati Uniti, operante principalmente nel sud della California.

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GJ61, pays a coupon of 3.65% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 01/03/2028

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GJ61, was rated A2 ( Upper medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by SouthCal Edison ( United States ) , in USD, with the ISIN code US842400GJ61, was rated BBB+ ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B5
424B5 1 d533810d424b5.htm 424B5
Table of Contents
mFiled Pursuant to Rule 424(b)(5)
Registration No. 333-206060
CALCULATION OF REGISTRATION FEE

Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered

Offering Price

Registration Fee(1)
$450,000,000 2.90% First and Refunding Mortgage Bonds, Series 2018A, Due 2021

$449,811,000

$56,001.47
$400,000,000 3.65% First and Refunding Mortgage Bonds, Series 2018B, Due 2028

$399,272,000

$49,709.36
$400,000,000 4.125% First and Refunding Mortgage Bonds, Series 2018C, Due 2048

$399,248,000

$49,706.38

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

PROSPECTUS SUPPLEMENT
(To Prospectus dated August 3, 2015)

Southern California Edison Company
$450,000,000 2.90% First and Refunding Mortgage Bonds,
Series 2018A, Due 2021
$400,000,000 3.65% First and Refunding Mortgage Bonds,
Series 2018B, Due 2028
$400,000,000 4.125% First and Refunding Mortgage Bonds,
Series 2018C, Due 2048

The Series 2018A Bonds will bear interest at the rate of 2.90% per year. Interest on the Series 2018A Bonds is payable semi-annually on March 1 and
September 1 of each year (each, a "Payment Date"), beginning on September 1, 2018 (short first interest period). The Series 2018A Bonds will mature on March 1,
2021.
The Series 2018B Bonds will bear interest at the rate of 3.65% per year. Interest on the Series 2018B Bonds is payable semi-annually on each Payment Date,
beginning on September 1, 2018 (short first interest period). The Series 2018B Bonds will mature on March 1, 2028.
The Series 2018C Bonds will bear interest at the rate of 4.125% per year. Interest on the Series 2018C Bonds is payable semi-annually on each Payment Date,
beginning on September 1, 2018 (short first interest period). The Series 2018C Bonds will mature on March 1, 2048.
We may at our option redeem some or all of the Series 2018A Bonds, the Series 2018B Bonds or the Series 2018C 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.
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 Series
Per Series
Per Series

2018A Bond
Total

2018B Bond
Total

2018C Bond
Total

https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
Public offering price

99.958%
$449,811,000

99.818%
$399,272,000

99.812%
$399,248,000
Underwriting discount

0.350%
$
1,575,000

0.650%
$
2,600,000

0.875%
$
3,500,000
Proceeds to us before expenses

99.608%
$448,236,000

99.168%
$396,672,000

98.937%
$395,748,000
Interest on the bonds will accrue from March 5, 2018.
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 March 5, 2018.

Joint Book-Running Managers

BNY Mellon Capital Markets, LLC
Citigroup
MUFG

US Bancorp

Mizuho Securities

PNC Capital Markets
Co-Managers

BNP PARIBAS

RBC Capital Markets

SunTrust Robinson Humphrey
Blaylock Van, LLC

Cabrera Capital Markets, LLC

MFR Securities, Inc.
Mischler Financial Group, Inc.

Penserra Securities LLC

Siebert Cisneros Shank & Co., L.L.C.

February 28, 2018
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-7
Use of Proceeds
S-9
Ratio of Earnings to Fixed Charges
S-9
Certain Terms of the Bonds
S-10
Underwriting
S-16
Legal Matters
S-23
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
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
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.
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 2018A, Series 2018B and Series 2018C, 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 costs related to the San Onofre Nuclear

Generating Station ("San Onofre"), uninsured wildfire-related exposure, and spending on grid modernization;

· our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to our nuclear facilities and wildfire-related

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

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

Regulatory Commission and other regulatory authorities, including determinations of authorized rates of return or return on equity, our 2018
General Rate Case, the recoverability of wildfire-related costs, and delays in regulatory actions;

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

· risks associated with the decommissioning of San Onofre, including those related to public opposition, permitting, governmental approvals,

on-site storage of spent nuclear fuel, and cost overruns;

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

such as wildfires;

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

departure due to 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;

S-1
Table of Contents
· 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 safety issues, failure,

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

· 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;

· 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
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5

deferred tax assets and liabilities and effective tax rates;

· 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 Electric Reliability Corporation, Regional Transmission Organizations, and
similar regulatory bodies in 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;

· cost and availability of labor, equipment and materials;

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

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

storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts; and

· disruption of natural gas supply due to unavailability of storage facilities, which could lead to electricity service interruptions.
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, 2017 and our
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 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
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-3
Table of Contents
The Offering

Issuer
Southern California Edison Company, a California corporation

Bonds Offered
$450,000,000 2.90% First and Refunding Mortgage Bonds, Series 2018A, Due 2021

https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5

$400,000,000 3.65% First and Refunding Mortgage Bonds, Series 2018B, Due 2028

$400,000,000 4.125% First and Refunding Mortgage Bonds, Series 2018C, Due 2048

Use of Proceeds
We intend to use the net proceeds from the offering of the Series 2018A Bonds to finance
fuel inventories and for general corporate purposes, and the net proceeds from the Series
2018B Bonds and Series 2018C Bonds to repay commercial paper borrowings and/or for
general corporate purposes. See "Use of Proceeds."

Payment Dates
March 1 and September 1 of each year, beginning on September 1, 2018.

Maturity
Series 2018A Bonds: March 1, 2021.

Series 2018B Bonds: March 1, 2028.

Series 2018C Bonds: March 1, 2048.

Interest on the Series 2018A Bonds
2.90% per annum.

Interest will accrue from March 5, 2018, and will be payable semi-annually on each Payment

Date, beginning on September 1, 2018 (short first interest period).

Interest on the Series 2018B Bonds
3.65% per annum.

Interest will accrue from March 5, 2018, and will be payable semi-annually on each Payment

Date, beginning on September 1, 2018 (short first interest period).

Interest on the Series 2018C Bonds
4.125% per annum.

Interest will accrue from March 5, 2018, and will be payable semi-annually on each Payment

Date, beginning on September 1, 2018 (short first interest period).

Further Issues
We may, without the consent of the holders of the bonds, issue additional first mortgage
bonds in the future, including additional Series 2018A Bonds, Series 2018B Bonds and
Series 2018C Bonds. The bonds offered by this prospectus supplement and any additional

S-4
Table of Contents
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 September 30, 2017, we
could issue approximately $18.2 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 in the case of the Series 2018A Bonds, or at any time prior to December 1, 2027
in the case of the Series 2018B Bonds, and September 1, 2047 in the case of the Series 2018C
Bonds, we may at our option redeem the Series 2018A Bonds, the Series 2018B Bonds
and/or the Series 2018C Bonds, as applicable, in whole or in part, at the applicable "make
whole" redemption price described under "Certain Terms of the Bonds--Optional
Redemption."

https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
At any time on or after December 1, 2027 in the case of the Series 2018B Bonds, and
September 1, 2047 in the case of the Series 2018C Bonds, we may at our option redeem the

Series 2018B Bonds and/or the Series 2018C Bonds, as applicable, 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.

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, 2017, we had $10.7 billion of our first mortgage bonds
outstanding (including $939 million of first mortgage bonds issued to secure pollution
control bonds and such amount includes $30 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

S-5
Table of Contents
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, 2017. 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.
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
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 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-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 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
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
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-8
Table of Contents
USE OF PROCEEDS
We intend to use the net proceeds from the offering of the Series 2018A Bonds to finance fuel inventories and for general corporate purposes, and
the net proceeds from the offering of the Series 2018B Bonds and Series 2018C Bonds to repay commercial paper borrowings and/or for general corporate
purposes. The current weighted average interest rate of our commercial paper borrowings is 1.74%.
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, 2015, 2016, and 2017.

Year ended December 31,

2015
2016
2017
Ratio of Earnings to Fixed Charges

3.80
4.02
2.75

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 bonds will be issued as 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-Sixth Supplemental Indenture, to be dated as of March 1, 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
Series 2018A Bonds
The Series 2018A Bonds are initially limited to $450 million in principal amount and will bear interest from March 5, 2018 at 2.90% per annum,
payable semi-annually on March 1 and September 1 of each year (each, a "Payment Date"), beginning on September 1, 2018 (short first interest period).
The Series 2018A Bonds will mature on March 1, 2021.
Series 2018B Bonds
The Series 2018B Bonds are initially limited to $400 million in principal amount and will bear interest from March 5, 2018 at 3.65% per annum,
payable semi-annually on each Payment Date, beginning on September 1, 2018 (short first interest period). The Series 2018B Bonds will mature on
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
March 1, 2028.
Series 2018C Bonds
The Series 2018C Bonds are initially limited to $400 million in principal amount and will bear interest from March 5, 2018 at 4.125% per annum,
payable semi-annually on each Payment Date, beginning on September 1, 2018 (short first interest period). The Series 2018C Bonds will mature on
March 1, 2048.
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.
Record Dates
The record date for interest payable on the bonds on any Payment Date will be the close of business on the business day immediately preceding the
Payment Date so long as the bonds remain in book-entry only form, or on the 15th calendar day before each Payment Date if bonds do not remain in book-
entry only form. See "--Book-Entry, Delivery, and Form" below.

S-10
Table of Contents
Further Issues
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 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, 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 December 31, 2017, we had $10.7 billion of first mortgage bonds outstanding (including $939 million of first mortgage bonds issued to secure
pollution control bonds and such amount includes $30 million of pollution control bonds that we repurchased but which remain outstanding). As of
September 30, 2017, we had the capacity to issue approximately $18.2 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 $31.9 billion (based on net earnings as of September 30, 2017, 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 we may at our option redeem the Series 2018A 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, 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 10 basis points, plus
accrued and unpaid interest to the date fixed for redemption.
At any time prior to December 1, 2027, we may at our option redeem the Series 2018B 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 Series 2018B Bonds mature on December 1, 2027), 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 12.5 basis points, plus accrued and unpaid interest to the date
fixed for redemption. At any time on or after December 1, 2027, we may at our option redeem the Series 2018B 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.
At any time prior to September 1, 2047, we may at our option redeem the Series 2018C 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 Series 2018C Bonds mature on September 1, 2047), 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 September 1, 2047, we may at our option redeem the Series 2018C Bonds, in whole or in part, at 100% of the
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

424B5
principal amount of the bonds being redeemed plus accrued and unpaid interest thereon to but excluding the date of redemption.

S-11
Table of Contents
"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 Series
2018B Bonds mature on December 1, 2027 and the Series 2018C Bonds mature on September 1, 2047) 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 Series 2018B Bonds mature on December 1, 2027 and the Series 2018C Bonds mature on
September 1, 2047).
"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 MUFG Securities Americas Inc. 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.
"Reference Treasury Dealer" means each of (1) a Primary Treasury Dealer (as defined herein) selected by BNY Mellon Capital Markets, LLC,
Citigroup Global Markets Inc., a Primary Treasury Dealer selected by MUFG Securities Americas Inc., and a Primary Treasury Dealer selected by U.S.
Bancorp Investments, Inc., 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.
"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) 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.
Book-Entry, Delivery, and Form
Each series of 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

S-12
Table of Contents
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
https://www.sec.gov/Archives/edgar/data/92103/000119312518066932/d533810d424b5.htm[3/2/2018 12:19:36 PM]

Document Outline

#1">
- #1">