Obligation SouthCal Edison 0% ( US842400FX64 ) en USD

SouthCal Edison

100 % ⇌

Etas-Unis

US842400FX64 ( en USD )

01/10/2014 - Obligation échue

Prospectus brochure de l'obligation Southern California Edison US842400FX64 en USD 0%, échue

1 000 USD

200 000 000 USD

842400FX6

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 US842400FX64, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/10/2014

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400FX64, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par SouthCal Edison ( Etas-Unis ) , en USD, avec le code ISIN US842400FX64, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

Final Prospectus Supplement
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424B5 1 d602292d424b5.htm FINAL PROSPECTUS SUPPLEMENT
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183045
CALCULATION OF REGISTRATION FEE

Maximum
Aggregate
Amount of
Title of Each Class of Securities Offered

Offering Price

Registration Fee(1)
$200,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2013B, Due 2014

$200,000,000

$
27,280.00
$600,000,000 3.50% First and Refunding Mortgage Bonds, Series 2013C, Due 2023

$598,944,000

$
81,695.96
$800,000,000 4.65% First and Refunding Mortgage Bonds, Series 2013D, Due 2043

$794,496,000

$
108,369.25

(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)

$200,000,000 Floating Rate First and Refunding Mortgage Bonds,
Series 2013B, Due 2014
$600,000,000 3.50% First and Refunding Mortgage Bonds,
Series 2013C, Due 2023
$800,000,000 4.65% First and Refunding Mortgage Bonds,
Series 2013D, Due 2043

The Series 2013B Bonds will bear interest at a floating interest rate equal to three-month LIBOR plus 0.05%, as further described under the caption "Certain
Terms of the Bonds--Interest and Maturity--Series 2013B Bonds." Interest on the Series 2013B Bonds is payable on January 1, 2014, April 1, 2014, July 1, 2014, and
at maturity. The Series 2013B Bonds will mature on October 1, 2014. We may not redeem the Series 2013B Bonds prior to their maturity.

The Series 2013C Bonds will bear interest at the rate of 3.50% per year. Interest on the Series 2013C Bonds is payable semi-annually on April 1 and October 1
of each year, beginning on April 1, 2014. The Series 2013C Bonds will mature on October 1, 2023. The Series 2013D Bonds will bear interest at the rate of 4.65% per
year. Interest on the Series 2013D Bonds is payable semi-annually on April 1 and October 1 of each year, beginning on April 1, 2014. The Series 2013D Bonds will
mature on October 1, 2043. We may at our option redeem some or all of the Series 2013C Bonds or Series 2013D Bonds at any time. The redemption prices are
discussed under the caption "Certain Terms of the Bonds--Optional Redemption--Series 2013C Bonds and Series 2013D Bonds."

Each of the Series 2013B Bonds, Series 2013C Bonds and Series 2013D Bonds (collectively, 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

2013B Bond

2013C Bond

2013D Bond

Total

Public offering price

100.00%

99.824%

99.312%

$1,593,440,000
Underwriting discount

0.150%

0.650%

0.875%

$
11,200,000
Proceeds to us before expenses

99.850%

99.174%

98.437%

$1,582,240,000

Interest on the bonds will accrue from October 2, 2013.

The bonds are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company on or about October 2, 2013.

Joint Book-Running Managers

Barclays

J.P. Morgan

Loop Capital Markets

Mitsubishi UFJ Securities
BNP PARIBAS
BNY Mellon Capital Markets, LLC

RBS

Wells Fargo Securities

Co-Managers

Citigroup
PNC Capital Markets LLC

CastleOak Securities, L.P.

C.L. King & Associates

Mischler Financial Group
Ramirez and Co., Inc.

The Williams Capital Group, L.P.

Blaylock Robert Van, LLC

Guzman & Company
Kota Global Securities Inc.

Lebenthal & Co.

MFR Securities, Inc.
September 25, 2013
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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-7
Use of Proceeds

S-9
Ratio of Earnings to Fixed Charges

S-9
Certain Terms of the Bonds

S-10
Certain United States Federal Income Tax Considerations

S-16
Underwriting

S-18
Legal Matters

S-21
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 2013B, Series 2013C and Series 2013D, 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");

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

nuclear fuel storage issues; public safety issues; the failure, availability, efficiency and output of equipment; the cost of repairs and retrofits 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 ability to borrow funds and access capital markets on reasonable terms;

· risk that the costs incurred in connection with the steam generators at Unit 2 and/or Unit 3 at San Onofre as well as other costs incurred due to the outages

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 to replace power and voltage

support that would have been provided by San Onofre or in the event of other power plant outages and/or transmission 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;

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

· 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, 2012 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
$200,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2013B, Due 2014

$600,000,000 3.50% First and Refunding Mortgage Bonds, Series 2013C, Due 2023

$800,000,000 4.65% First and Refunding Mortgage Bonds, Series 2013D, Due 2043

Use of Proceeds
We intend to use a portion of the net proceeds from the offering of the bonds to redeem two series of our
outstanding first mortgage bonds, and the remainder to repay commercial paper borrowings and/or for
general corporate purposes. See "Use of Proceeds."

Maturity
Series 2013B Bonds: October 1, 2014

Series 2013C Bonds: October 1, 2023

Series 2013D Bonds: October 1, 2043

Interest on the Series 2013B Bonds
The Series 2013B Bonds will bear interest at an annual rate equal to three-month LIBOR plus 0.05%.
The interest rate for the Series 2013B Bonds will be reset quarterly on each interest payment date based
on the three-month LIBOR rate on the corresponding interest determination date. See "Certain Terms of
the Bonds--Interest and Maturity--Series 2013B Bonds" for additional information.

Interest will accrue from October 2, 2013, and will be payable on January 1, 2014, April 1, 2014, July

1, 2014, and at maturity.

Interest on the Series 2013C Bonds
3.50% per annum

Interest will accrue from October 2, 2013, and will be payable semi-annually on April 1 and October 1

of each year, beginning on April 1, 2014.

Interest on the Series 2013D Bonds
4.65% per annum

Interest will accrue from October 2, 2013, and will be payable semi-annually on April 1 and October 1

of each year, beginning on April 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 2013B Bonds, Series 2013C Bonds and Series 2013D 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.

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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 June 30, 2013, we could issue approximately $17.1 billion of additional first

mortgage bonds (not taking into account the issuance of the bonds). See "Certain Terms of the Bonds--
Further Issues" below in this prospectus supplement and "Description of the First Mortgage
Bonds--Issue of Additional Bonds" in the base prospectus.

Optional Redemption
Series 2013B Bonds: We may not redeem the Series 2013B Bonds prior to their maturity.

Series 2013C Bonds and Series 2013D Bonds: At any time prior to July 1, 2023 in the case of the
Series 2013C Bonds, and April 1, 2043 in the case of the Series 2013D Bonds, we may at our option
redeem the Series 2013C Bonds and/or the Series 2013D 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--Series 2013C Bonds and Series 2013D Bonds." At any time on or after July 1, 2023 in
the case of the Series 2013C Bonds, and April 1, 2043 in the case of the Series 2013D Bonds, we may
at our option redeem the Series 2013C Bonds and/or the Series 2013D 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 June 30, 2013, we had $9.1 billion
of our first mortgage bonds outstanding (including $939 million of first mortgage bonds issued to secure
pollution control bonds and such amount includes $161 million of pollution control bonds that we
repurchased but which remain outstanding).

Special Trust Fund
We are required to deposit in a special trust fund with the indenture trustee, on each May 1 and
November 1, cash equal to 1 1/2% (subject to redetermination from time to time) of the aggregate
principal

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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.

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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, 2012. 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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