Obligation SouthCal Edison 1.125% ( US842400GB36 ) en USD

SouthCal Edison

100 % ⇌

Etas-Unis

US842400GB36 ( en USD )

1.125% par an ( paiement semestriel )

01/05/2017 - Obligation échue

Prospectus brochure de l'obligation Southern California Edison US842400GB36 en USD 1.125%, échue

1 000 USD

400 000 000 USD

842400GB3

A ( Qualité moyenne supérieure )

Aa3 ( Haute qualité )

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 US842400GB36, paye un coupon de 1.125% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/05/2017

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400GB36, a été notée Aa3 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400GB36, a été notée A ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

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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)
$400,000,000 First and Refunding Mortgage Bonds, Series 2014B, Due 2017
$399,872,000
$51,503.51
(1) Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated August 3, 2012)

$400,000,000 1.125% First and Refunding Mortgage Bonds,
Series 2014B, Due 2017

The bonds will bear interest at the rate of 1.125% per year. Interest on the bonds is payable semi-annually on May 1 and
November 1 of each year, beginning on November 1, 2014. The bonds will mature on May 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
99.968% $399,872,000
Underwriting discount
0.350%
$ 1,400,000
Proceeds to us before expenses
99.618% $398,472,000

Interest on the bonds will accrue from May 9, 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 May 9, 2014.

Joint Book-Running Managers

Barclays

Mitsubishi UFJ Securities

CastleOak Securities, L.P.

Co-Managers

Drexel Hamilton

MFR Securities, Inc.

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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 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

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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 2014B, 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, 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 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 and

other regulatory authorities, and delays in regulatory actions;

·
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;

·
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 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;

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·
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;

·
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;

·
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

·
weather conditions and natural disasters;

·
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; and

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

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.

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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 company 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 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.

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The Offering

Issuer
Southern California Edison Company, a California corporation

Bonds Offered
$400,000,000 1.125% First and Refunding Mortgage Bonds, Series 2014B, Due
2017

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

Maturity
May 1, 2017

Interest on the Bonds
1.125% per annum

Interest will accrue from May 9, 2014, and will be payable semi-annually on May

1 and November 1 of each year, beginning on November 1, 2014.

Further Issues
We may, without the consent of the holders of the bonds, issue additional first
mortgage bonds in the future, including additional Series 2014B 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, 2014, we could issue approximately $15.9 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

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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, 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 11/ %
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, 2013. 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.

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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 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.

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