Obligation SouthCal Edison 3.875% ( US842400FR96 ) en USD

SouthCal Edison

100 % ▼

Etas-Unis

US842400FR96 ( en USD )

3.875% par an ( paiement semestriel )

01/06/2021 - Obligation échue

Prospectus brochure de l'obligation Southern California Edison US842400FR96 en USD 3.875%, échue

1 000 USD

500 000 000 USD

842400FR9

N/A

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

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400FR96, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2021

Final Prospectus Supplement
Page 1 of 44
424B5 1 d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161379

CALCULATION OF REGISTRATION FEE

Maximum
Amount of
Aggregate
Registration Fee
Title of Each Class of Securities Offered
Offering Price

(1)
3.875% First and Refunding Mortgage Bonds, Series 2011A, Due 2021
$497,115,000
$57,715.05
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated August 14, 2009)

Southern California Edison Company
$500,000,000 3.875% First and Refunding Mortgage Bonds,
Series 2011A, Due 2021

The bonds will bear interest at the rate of 3.875% per year. Interest on the bonds is payable semi-annually on June 1 and
December 1 of each year, beginning on December 1, 2011. The bonds will mature on June 1, 2021. 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

99.423%
$497,115,000
Underwriting discount

0.650%
$ 3,250,000
Proceeds to us before expenses

98.773%
$493,865,000

Interest on the bonds will accrue from May 17, 2011.

The bonds are expected to be delivered in global form through the book-entry delivery system of The Depository Trust
Company on or about May 17, 2011.

Joint Book-Running Managers

Blaylock Robert Van, LLC
Credit Suisse
RBS

BNY Mellon Capital Markets, LLC

Guzman & Company

Co-Managers

Great Pacific Securities
Mitsubishi UFJ Securities
Scotia Capital
SunTrust Robinson Humphrey

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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 we, nor the
underwriters, take no 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 and Preferred Equity Dividends

S-8
Certain Terms of the Bonds

S-9
Underwriting

S-13
Legal Matters

S-15
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

19
Experts

22
Validity of the Securities

22
Where You Can Find More Information

22
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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 2011A,
which are offered hereby, 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, 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;

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

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

· risks associated with operating nuclear and other power generating facilities, including operating risks; nuclear fuel

storage issues; failure, availability, efficiency, output, cost of repairs and retrofits, in each case of equipment; and
availability and cost of spare parts;

· 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;

· the cost of capital and the ability to borrow funds and access capital markets on reasonable terms;

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

needs in the event of significant counterparty defaults under power-purchase agreements;

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

· changes in interest rates and rates of inflation, including those 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 Independent System
Operators and Regional Transmission Organizations;

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· 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;

· our ability to recover uninsured losses in connection with wildfire-related liability;

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

standards;

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

· the cost and availability of coal, natural gas, fuel oil, and nuclear fuel, 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;

· transmission congestion in and to each market area and the resulting differences in prices between delivery points;

· our ability to provide sufficient collateral in support of hedging activities and power and fuel purchased;

· weather conditions and natural disasters;

· the risks inherent in the development of generation projects and transmission and distribution infrastructure

replacement and expansion including those related to project site identification, construction, permitting, and
governmental approvals; and

· risks that competing transmission systems will be built by merchant transmission providers in SCE's territory.

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, 2010 and our Quarterly Report on Form 10-Q 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.

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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 electric utility primarily engaged in the business of supplying electricity
to a 50,000 square mile area of coastal, central, and southern California, excluding the City of Los Angeles and certain other
cities. We own and operate transmission and distribution facilities and hydroelectric, coal, natural gas, and nuclear power
plants 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, and had assets
of $36.3 billion as of March 31, 2011.

Southern California Edison is a subsidiary of Edison International, a holding company with subsidiaries involved in both
electric utility and non-electric utility businesses. The mailing address and telephone number of our principal executive offices
are P.O. Box 800, Rosemead, CA 91770 and (626) 302-1212.

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The Offering

Issuer
Southern California Edison Company, a California corporation

Bonds Offered
$500,000,000 3.875% First and Refunding Mortgage Bonds, Series 2011A,
Due 2021

Use of Proceeds
We intend to use the net proceeds from the offering of the bonds to either
repay commercial paper borrowings or for general corporate purposes. See
"Use of Proceeds."

Maturity
June 1, 2021

Interest on the Bonds
3.875% per annum

Interest will accrue from May 17, 2011, and will be payable semi-annually on

June 1 and December 1 of each year, beginning on December 1, 2011.

Further Issues
We may, without the consent of the holders of the bonds, issue additional first
mortgage bonds in the future, including additional Series 2011A Bonds. The
bonds offered by this prospectus supplement and any additional first mortgage
bonds would rank equally and ratably under the first mortgage bond indenture.
No additional first mortgage bonds may be issued if any event of default has
occurred with respect to the bonds. Additional first mortgage bonds may not
be issued unless net earnings for twelve months shall have been at least two
and one-half times our total annual first mortgage bond interest charge and
other conditions are met. As of March 31, 2011, we could issue approximately
$12.5 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
At any time prior to March 1, 2021, we may at our option redeem the bonds at
any time, in whole or in part, at a "make whole" redemption price as described
under "Certain Terms of the Bonds--Optional Redemption." At any time on
or after March 1, 2021, we may at our option redeem the bonds, in whole or in
part, at 100% of the principal amount of the bonds being redeemed plus
accrued and unpaid interest thereon to but excluding the date of redemption.

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.

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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 March 31, 2011, we had $7.6 billion of our first mortgage bonds
outstanding (including $1.1 billion of first mortgage bonds issued to secure
pollution control bonds and such amount includes $324 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.

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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, 2010. 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 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.

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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 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 collateral agent 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.

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