Southern California Edison Company

[Pages:51]PROSPECTUS SUPPLEMENT (To Prospectus dated July 27, 2018)

Southern California Edison Company $400,000,000 2.85% First and Refunding Mortgage Bonds, Series 2019C, Due 2029 $800,000,000 4.00% First and Refunding Mortgage Bonds, Series 2017A, Due 2047

We are offering $400,000,000 principal amount of our 2.85% First and Refunding Mortgage Bonds, Series 2019C, due 2029 (the "Series 2019C Bonds"). The Series 2019C Bonds will bear interest at the rate of 2.85% per year. Interest on the Series 2019C Bonds is payable semi-annually on February 1 and August 1 of each year, beginning on February 1, 2020 (short first interest period). The Series 2019C Bonds will mature on August 1, 2029.

We are also offering $800,000,000 principal amount of our 4.00% First and Refunding Mortgage Bonds, Series 2017A, due 2047 (the "Reopened Series 2017A Bonds"). The Reopened Series 2017A Bonds have identical terms (other than the issue date and issue price) as, and are a part of a single series with, the $1,000,000,000 principal amount of our 4.00% First and Refunding Mortgage Bonds Series 2017A due 2047 issued on March 24, 2017 and reopened on September 8, 2017 (the "Original Series 2017A Bonds"). The Reopened Series 2017A Bonds will bear interest at the rate of 4.00% per year. Interest on the Reopened Series 2017A Bonds is payable semi-annually on April 1 and October 1 of each year, beginning on October 1, 2019. The Reopened Series 2017A Bonds will mature on April 1, 2047. We refer to the Series 2019C Bonds and the Reopened Series 2017A Bonds together in this prospectus supplement as the "bonds."

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-9 and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2019.

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.

Public offering price(1) . . . . . . . . . . . . . . . . . . . . . . . . . . Underwriting discount . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds to us before expenses(1) . . . . . . . . . . . . . . . . .

Per Series 2019C Bond

99.845% 0.650% 99.195%

Total

$399,380,000 $ 2,600,000 $396,780,000

Per Reopened Series 2017A Bond

103.988% 0.875%

103.113%

Total

$831,904,000 $ 7,000,000 $824,904,000

(1) Plus, in the case of the Reopened Series 2017A Bonds, $11,111,111.11 of accrued interest from and including April 1, 2019 to but excluding August 6, 2019.

Interest on the Series 2019C Bonds will accrue from August 6, 2019. Interest on the Reopened Series 2017A Bonds will accrue from April 1, 2019.

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, soci?t? anonyme, and Euroclear Bank S.A./N.V., on or about August 6, 2019.

Joint Book-Running Managers

J.P. Morgan SMBC Nikko

BofA Merrill Lynch

TD Securities

MUFG

Apto Partners, LLC Guzman & Company

Co-Managers

C.L. King & Associates

CastleOak Securities, L.P.

Drexel Hamilton

R. Seelaus & Co., LLC Siebert Cisneros Shank & Co., L.L.C. Tribal Capital Markets, LLC

August 1, 2019

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-4 Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-9 Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-11 Certain Terms of the Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-12 Underwriting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-18 Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . S-25

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

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 2019C Bonds and Reopened Series 2017A Bonds, 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."

PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors

The bonds are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the bonds or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the bonds or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

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 through regulated rates, including costs related to uninsured wildfire-related and mudslide-related liabilities, and capital spending incurred prior to formal regulatory approval;

? our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to our nuclear facilities and wildfire-related claims, and to recover the costs of such insurance or, in the event liabilities exceed insured amounts, the ability to recover uninsured losses from customers or other parties;

? risks associated with the recently-enacted California Assembly Bill 1054 ("AB 1054") effectively mitigating the significant risk faced by California investor-owned utilities related to liability for

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damages arising from catastrophic wildfires where utility facilities are a substantial cause, including our ability and the ability of San Diego Gas & Electric Company ("SDG&E") to raise the funds required to make initial contributions to the insurance fund under AB 1054, our ability to maintain a valid safety certification; our ability to recover uninsured wildfire-related costs from the wildfire fund established under AB 1054, and the California Public Utilities Commission's ("CPUC") interpretation of and actions under AB 1054;

? decisions and other actions by the 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, the Grid Safety and Resiliency Program application, the recoverability of wildfire-related and mudslide-related costs, and delays in regulatory actions;

? our ability to borrow funds and access the bank and capital markets on reasonable terms;

? actions by credit rating agencies to downgrade our credit ratings or to place those ratings on negative watch or outlook;

? risks associated with the decommissioning of the San Onofre Nuclear Generating Station, including those related to public opposition, permitting, governmental approvals, on-site storage of spent nuclear fuel, delays, contractual disputes, and cost overruns;

? extreme weather-related incidents and other natural disasters (including earthquakes and events caused, or exacerbated, by climate change, such as wildfires), which could cause, among other things, public safety issues, property damage and operational issues;

? risks associated with cost allocation, resulting in higher rates for utility bundled service customers because of possible customer bypass or departure for other electricity providers such as 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, and electric service providers;

? 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 and employee safety issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and facilities, and availability and cost of spare parts;

? physical security of our critical assets and personnel and the cybersecurity of our critical information technology systems for grid control, and business, employee 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 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, and similar regulatory bodies in adjoining regions, and changes in California's environmental priorities that lessen the importance the state places on greenhouse gas reduction;

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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;

? cost and availability of labor, equipment and materials; ? potential for penalties or disallowances for non-compliance with applicable laws and regulations; and ? cost of fuel for generating facilities and related transportation, which could be impacted by, among

other things, disruption of natural gas storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts. 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, 2018 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 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.

Recent Developments

2019 Wildfire Legislation On July 12, 2019, AB 1054 was signed by the Governor of California and became effective immediately.

The following summary of the wildfire legislation below is based on our interpretation of the legislation and is qualified in its entirety by, and should be read together with, AB 1054 and companion Assembly Bill 111.

AB 1054 establishes a wildfire fund to reimburse utilities for payment of third-party damage claims arising from certain wildfires that exceed, in aggregate in a calendar year, the greater of $1 billion or the utility's insurance coverage. The wildfire fund will only be available for claims related to wildfires ignited after July 12, 2019 that are determined to have been caused by a utility by the responsible government investigatory agency.

The wildfire fund can take one of two forms, an insurance fund or a liquidity fund. Southern California Edison, Pacific Gas & Electric Company ("PG&E") and SDG&E have notified the CPUC of their commitment to the insurance fund. The insurance fund will be established if both Southern California Edison and SDG&E make their initial contributions to the fund by September 10, 2019. If either Southern California Edison or SDG&E fail to make their initial contributions by the required date, the insurance fund will not be established and the wildfire fund will be a liquidity fund.

If the insurance fund is established, the CPUC will be required to apply a new standard when assessing the prudency of a participating utility in connection with a request for recovery of wildfire costs and, if the utility has a valid safety certification, shareholder liability for disallowed wildfire costs will be subject to a cap for as long as the fund is in existence. This liability cap is a cap on the aggregate requirement to reimburse the insurance fund over a trailing three calendar year period equal to 20% of the equity portion of the utility's transmission and distribution rate base in the year of the prudency determination. A utility will not be eligible for the liability cap if it does not maintain a valid safety certification or its actions or inactions that resulted in the wildfire are found to constitute conscious or willful disregard of the rights and safety of others. Further, under AB 1054, we are required to make certain capital investments without a return on equity, are required to file a wildfire mitigation plan every three years beginning in 2020, and can obtain an annual safety certification upon the submission of certain required safety information, including an approved wildfire mitigation plan. On July 25, 2019, we obtained our initial safety certification that will be valid for twelve months.

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Under AB 1054, approximately $1.6 billion spent by us on wildfire risk mitigation capital expenditures cannot be included in the equity portion of our rate base. We can apply for an irrevocable order from the CPUC to finance these capital expenditures, including through the issuance of securitized bonds, and can recover any prudently incurred financing costs. We expect to finance this capital requirement by issuing securitized bonds.

Insurance Fund The insurance fund, if it is established, is expected to be initially funded by $10.5 billion to be contributed

by ratepayers and $7.5 billion in initial contributions from PG&E, Southern California Edison and SDG&E. PG&E's participation in, and contributions to, the insurance fund is subject to it emerging from bankruptcy and meeting certain other conditions prior to June 30, 2020. If PG&E is unable to participate in the fund, the investorowned utility initial contributions to the fund are expected to be approximately $2.7 billion. Southern California Edison, SDG&E and PG&E are also expected to make aggregate annual contributions of $3 billion to the insurance fund over a 10-year period. If PG&E is unable to participate in the fund, the investor-owned utility aggregate annual contributions to the fund are expected to be approximately $1 billion.

We have committed to make an initial contribution of approximately $2.4 billion by September 10, 2019, and ten annual contributions of approximately $95 million per year starting on January 1, 2020, to the insurance fund. We anticipate raising approximately $1.2 billion from this offering of our Series 2019C and Reopened Series 2017A Bonds and receiving contributions from Edison International of approximately $1.2 billion from the issuance of Edison International common stock in order to fund our contributions. Our contributions to the insurance fund will not be recoverable through electric rates and will be excluded from the measurement of our CPUC-jurisdictional authorized capital structure. We will also not be entitled to cost recovery for any borrowing costs incurred in connection with our contributions to the insurance fund. Southern California Edison and Edison International are currently evaluating the accounting impact of our anticipated contributions to the insurance fund, which may include a material charge to the earnings of Southern California Edison and Edison International that would not be greater than the total of our anticipated contributions to the insurance fund. We may, as a result of incurring a material charge, be temporarily unable to obtain financing through the issuance of first mortgage bonds, in which case, we may be required to issue subordinated or unsecured debt and, as a result, could incur increased borrowing costs relative to first mortgage bonds.

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The Offering

Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . Southern California Edison Company, a California corporation.

Bonds Offered . . . . . . . . . . . . . . . . . . . . $400,000,000 2.85% First and Refunding Mortgage Bonds, Series 2019C, Due 2029.

$800,000,000 4.00% First and Refunding Mortgage Bonds, Series 2017A Due 2047. Upon settlement, the Reopened 2017A Bonds will form part of a single series with the Original Series 2017A Bonds issued on March 24, 2017 and reopened on September 8, 2017. The aggregate principal amount of this series of bonds will be $1,800,000,000.

Use of Proceeds . . . . . . . . . . . . . . . . . . . We intend to use the net proceeds from the offering of the bonds to repay commercial paper borrowings and for general corporate purposes, including contributions of $1.2 billion to the wildlife insurance fund to be established pursuant to AB 1054, as recently enacted by the California legislature and signed into law by the Governor of California. See "Use of Proceeds" in this prospectus supplement.

Interest Payment Dates . . . . . . . . . . . . . Series 2019C Bonds: February 1 and August 1 of each year, beginning on February 1, 2020.

Reopened Series 2017A Bonds: April 1 and October 1 of each year, beginning on October 1, 2019.

Maturity . . . . . . . . . . . . . . . . . . . . . . . . . Series 2019C Bonds: August 1, 2029.

Reopened Series 2017A Bonds: April 1, 2047.

Interest on the Series 2019C Bonds . . . 2.85% per annum.

Interest will accrue from August 6, 2019, and will be payable semiannually on each applicable interest payment date, beginning on February 1, 2020 (short first interest period).

Interest on the Reopened Series 2017A Bonds . . . . . . . . . . . . . . . . . . . . . . . . . 4.00% per annum.

Interest will accrue from April 1, 2019, and will be payable semiannually on each applicable interest payment date, beginning on October 1, 2019.

Further Issues . . . . . . . . . . . . . . . . . . . . We may, without the consent of the holders of the bonds, issue additional first mortgage bonds in the future, including additional 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

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