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Series 2015A CUSIP1: 1301786D3 Dated: Date of Delivery Yield: 2.38% Due: October 1, 2025 This Cover Page Contains Certain Information for General Reference Only

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Series 2015A CUSIP1: 1301786D3 Dated: Date of Delivery Yield: 2.38% Due: October 1, 2025 This Cover Page Contains Certain Information for General Reference Only NEW ISSUE - BOOK-ENTRY ONLY RATINGS: See “RATINGS” herein In the opinion of Hawkins Delafield & Wood LLP, Bond Counsel, under existing statutes and court decisions and assuming continuing compliance with certain tax covenants described herein, (i) interest on the Bonds is excluded from gross income for Federal income tax purposes pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the “Code”); and (ii) interest on the Bonds is not treated as a preference item in calculating the alternative minimum tax imposed on individuals and corporations under the Code; such interest, however, is included in the adjusted current earnings of certain corporations for purposes of calculating the alternative minimum tax imposed on such corporations. In addition, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein. $42,960,000 CALIFORNIA EDUCATIONAL FACILITIES AUTHORITY 5.0% Revenue Bonds (University of Southern California), Series 2015A CUSIP1: 1301786D3 Dated: Date of Delivery Yield: 2.38% Due: October 1, 2025 This cover page contains certain information for general reference only. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used in this cover page shall have the meanings given such terms herein. The Bonds are being issued as fully-registered bonds registered in the name of a nominee of The Depository Trust Company (“DTC”), which is acting as securities depository for the Bonds. Purchases of the Bonds may be made in book-entry form only, through brokers and dealers who are, or who act through, DTC Participants (as defined herein). Beneficial owners of the Bonds will not receive physical delivery of bond certificates. Payments of the principal of and interest on the Bonds will be made to DTC by The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). Disbursement of payments to DTC Participants is the responsibility of DTC and disbursement of payments to the beneficial owners is the responsibility of DTC Participants. See APPENDIX F - “BOOK-ENTRY SYSTEM” herein. The Bonds are being issued by the California Educational Facilities Authority (the “Authority”), which will loan the proceeds of the Bonds to the UNIVERSITY OF SOUTHERN CALIFORNIA (the “University”) pursuant to the Loan Agreement (as defined herein) to provide funds which the University will use to refinance various University facilities through the current refunding of the Authority’s Revenue Bonds (University of Southern California), Series 2005 that mature on October 1, 2028. The Bonds will be available in denominations of $5,000 or any integral multiple thereof. The Bonds will be dated their date of issuance and will mature in the amount and on the date, and bear interest at the rate as shown above. Interest on the Bonds will be computed on the basis of a 360-day year consisting of twelve 30-day months. Interest on the Bonds will be payable on April 1 and October 1, commencing October 1, 2015, until maturity or redemption. The Bonds are subject to redemption prior to maturity at the Make-Whole Redemption Price as described herein. The Authority is obligated to pay the Bonds solely from the Revenues (as defined herein) received from the University under the Loan Agreement and the other funds available therefor under the Indenture (as defined herein) pursuant to which the Bonds will be issued. The University’s payment obligations under the Loan Agreement are general, unsecured obligations of the University. THE BONDS DO NOT CONSTITUTE A DEBT OR LIABILITY OF THE STATE OF CALIFORNIA (THE “STATE”) OR OF ANY POLITICAL SUBDIVISION THEREOF OTHER THAN THE AUTHORITY, BUT SHALL BE PAYABLE SOLELY FROM THE FUNDS PROVIDED THEREFOR BY THE UNIVERSITY. NEITHER THE STATE NOR THE AUTHORITY SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR INTEREST ON THE BONDS, EXCEPT FROM THE FUNDS PROVIDED UNDER THE LOAN AGREEMENT AND THE INDENTURE, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE BONDS. THE BONDS ARE PAYABLE ONLY OUT OF FUNDS PLEDGED UNDER THE INDENTURE. THE ISSUANCE OF THE BONDS SHALL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE STATE OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATSOEVER OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE AUTHORITY HAS NO TAXING POWER. The Bonds are offered by Morgan Stanley & Co. LLC, as the Underwriter, when, as and if issued by the Authority and accepted by the Underwriter, subject to the approval of legality by Hawkins Delafield & Wood LLP, Bond Counsel, and subject to certain other conditions. Certain legal matters will be passed upon for the Underwriter by Nixon Peabody LLP, for the Authority by the Attorney General of the State of California, and for the University by the General Counsel to the University. It is expected that the Bonds will be available for delivery through the facilities of DTC in New York, New York on or about July 7, 2015. Morgan Stanley Dated: May 29, 2015 1 CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of The American Bankers Association. This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers have been assigned by an independent company not affiliated with the Authority or the Underwriter and are included solely for the convenience of the registered owners of the Bonds. None of the Authority, the University or the Underwriter is responsible for the selection or uses of these CUSIP numbers, and no representation is made as to their correctness on the Bonds or as included herein. The CUSIP number for a specific maturity is subject to change after the issuance of the Bonds as a result of various subsequent actions. OFFICE OF THE TREASURER OF THE STATE OF CALIFORNIA, AS AGENT FOR SALE This Official Statement does not constitute an offer to sell the Bonds in any jurisdiction in which or to any person to whom it is unlawful to make such an offer. No dealer, salesperson or other person has been authorized by the Authority, the University or the Underwriter to give any information or to make any representations, other than those contained herein, in connection with the offering of the Bonds and, if given or made, such information or representations must not be relied upon. The information set forth herein under the captions “THE AUTHORITY” and “ABSENCE OF MATERIAL LITIGATION” (solely as it relates to the Authority) has been obtained from the Authority. All other information set forth herein has been obtained from the University and other sources which are believed to be current and reliable, but the accuracy or completeness of such information is not guaranteed by, and is not to be construed as a representation by, the Authority or Morgan Stanley & Co. LLC, as the Underwriter. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of its responsibilities to investors under, the federal securities laws as applied to the facts and circumstances of the offering of the Bonds and the security therefor, but the Underwriter does not guarantee the accuracy or completeness of such information. The order and the placement of materials in this Official Statement, including the Appendices, are not deemed to be a determination of relevance, materiality or importance, and this Official Statement, including the Appendices, must be considered in its entirety. _________________________ IN CONNECTION WITH THIS OFFERING, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. _________________________ CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement constitute “forward- looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information in APPENDIX A - “THE UNIVERSITY OF SOUTHERN CALIFORNIA.” THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. NEITHER THE AUTHORITY NOR THE UNIVERSITY PLANS TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWARD-LOOKING STATEMENTS IF OR WHEN ITS EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES
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