10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended June 30, 2017
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from                        to

Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
1-9936	EDISON INTERNATIONAL	California	95-4137452
1-2313	SOUTHERN CALIFORNIA EDISON COMPANY	California	95-1240335

EDISON INTERNATIONAL	SOUTHERN CALIFORNIA EDISON COMPANY
2244 Walnut Grove Avenue (P.O. Box 976) Rosemead, California 91770 (Address of principal executive offices)	2244 Walnut Grove Avenue (P.O. Box 800) Rosemead, California 91770 (Address of principal executive offices)
(626) 302-2222 (Registrant's telephone number, including area code)	(626) 302-1212 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Edison International        Yes þ No oSouthern California Edison Company    Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Edison International        Yes þ No oSouthern California Edison Company    Yes þ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-12 of the Exchange Act. (Check One):
Edison International	Large Accelerated Filer þ	Accelerated Filer ¨	Non-accelerated Filer ¨	Smaller Reporting Company ¨	Emerging growth company ¨
Southern California Edison Company	Large Accelerated Filer ¨	Accelerated Filer ¨	Non-accelerated Filer þ	Smaller Reporting Company ¨	Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Edison International	¨	Southern California Edison Company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Edison International        Yes ¨ No þSouthern California Edison Company    Yes ¨ No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock outstanding as of July 25, 2017:
Edison International	325,811,206 shares
Southern California Edison Company	434,888,104 shares

TABLE OF CONTENTS

					SEC Form 10-Q Reference Number
GLOSSARY				iii
FORWARD-LOOKING STATEMENTS				1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS				3	Part I, Item 2
	MANAGEMENT OVERVIEW			3
		Highlights of Operating Results		3
		Capital Program		4
		Regulatory Proceedings		5
	RESULTS OF OPERATIONS			6
	Southern California Edison Company			6
		Three months ended June 30, 2017 versus June 30, 2016		7
			Earning Activities	7
			Cost-Recovery Activities	8
		Six months ended June 30, 2017 versus June 30, 2016		8
			Earning Activities	8
			Cost-Recovery Activities	9
	Supplemental Operating Revenue Information			10
	Income Taxes			10
	Edison International Parent and Other			10
		Strategic Review of Edison Energy Group		10
		Income from Continuing Operations		11
	LIQUIDITY AND CAPITAL RESOURCES			11
	Southern California Edison Company			11
		Available Liquidity		11
		Capital Investment Plan		12
		Dividend Restrictions		12
		Margin and Collateral Deposits		13
	Edison International Parent and Other			13
	Historical Cash Flows			14
		Southern California Edison Company		14
		Edison International Parent and Other		16
	Contingencies			17
	MARKET RISK EXPOSURES			17
	Commodity Price Risk			17
	Credit Risk			17
	CRITICAL ACCOUNTING ESTIMATES AND POLICIES			17
	NEW ACCOUNTING GUIDANCE			17
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK				17	Part I, Item 3
FINANCIAL STATEMENTS				18	Part I, Item 1
	Edison International Consolidated Statements of Income			18
	Edison International Consolidated Statements of Comprehensive Income			19

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	Edison International Consolidated Balance Sheets		20
	Edison International Consolidated Statements of Cash Flows		22
	SCE Consolidated Statements of Income		23
	SCE Consolidated Statements of Comprehensive Income		23
	SCE Consolidated Balance Sheets		24
	SCE Consolidated Statements of Cash Flows		26
	NOTES TO CONSOLIDATED FINANCIAL STATEMENTS		27
		Note 1. Summary of Significant Accounting Policies	27
		Note 2. Consolidated Statements of Changes in Equity	30
		Note 3. Variable Interest Entities	31
		Note 4. Fair Value Measurements	33
		Note 5. Debt and Credit Agreements	36
		Note 6. Derivative Instruments	37
		Note 7. Income Taxes	39
		Note 8. Compensation and Benefit Plans	41
		Note 9. Investments	42
		Note 10. Regulatory Assets and Liabilities	43
		Note 11. Commitments and Contingencies	44
		Note 12. Preferred and Preference Stock of SCE	48
		Note 13. Accumulated Other Comprehensive Loss	49
		Note 14. Interest and Other Income and Other Expenses	49
		Note 15. Supplemental Cash Flows Information	50
CONTROLS AND PROCEDURES			50	Part I, Item 4
	Disclosure Controls and Procedures		50
	Changes in Internal Control Over Financial Reporting		50
	Jointly Owned Utility Plant		50
LEGAL PROCEEDINGS			50	Part II, Item 1
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			51	Part II, Item 2
	Purchases of Equity Securities by Edison International and Affiliated Purchasers		51
EXHIBITS			52	Part II, Item 6
SIGNATURES			53

This is a combined Form 10-Q separately filed by Edison International and Southern California Edison Company. Information contained herein relating to an individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.

ii

GLOSSARY

The following terms and abbreviations appearing in the text of this report have the meanings indicated below.

2016 Form 10-K	Edison International's and SCE's combined Annual Report on Form 10-K for the year-ended December 31, 2016
AFUDC	allowance for funds used during construction
ALJ	administrative law judge
ARO(s)	asset retirement obligation(s)
Bcf	billion cubic feet
Bonus Depreciation	Current federal tax deduction of a percentage of the qualifying property placed in service during periods permitted under tax laws
BRRBA	Base Revenue Requirement Balancing Account
CAISO	California Independent System Operator
CPUC	California Public Utilities Commission
DERs	distributed energy resources
DOE	U.S. Department of Energy
DRP	Distributed Resources Plan
Edison Energy	Edison Energy, LLC, a wholly-owned subsidiary of Edison Energy Group that advises and provides energy solutions to large energy users
Edison Energy Group	Edison Energy Group, Inc., the holding company for subsidiaries engaged in competitive businesses focused on providing energy services, including distributed generation, and/or storage to commercial and industrial customers
EME	Edison Mission Energy
EMG	Edison Mission Group Inc., a wholly owned subsidiary of Edison International and the parent company of EME and Edison Capital
ERRA	energy resource recovery account
FERC	Federal Energy Regulatory Commission
GAAP	generally accepted accounting principles used in the United States
GHG	greenhouse gas
GRC	general rate case
GWh	gigawatt-hours
HLBV	hypothetical liquidation at book value
IRS	Internal Revenue Service
Joint Proxy Statement	Edison International's and SCE's definitive Proxy Statement filed with the SEC in connection with Edison International's and SCE's Annual Shareholders' Meeting held on April 27, 2017
MD&A	Management's Discussion and Analysis of Financial Condition and Results of Operations in this report
MHI	Mitsubishi Heavy Industries, Inc. and related companies
MW	megawatts
MWdc	megawatts measured for solar projects representing the accumulated peak capacity of all the solar modules
NEIL	Nuclear Electric Insurance Limited
NEM	net energy metering
NERC	North American Electric Reliability Corporation
NRC	Nuclear Regulatory Commission
ORA	CPUC's Office of Ratepayers Advocates
OII	Order Instituting Investigation
Palo Verde	nuclear electric generating facility located near Phoenix, Arizona in which SCE holds a 15.8% ownership interest
PBOP(s)	postretirement benefits other than pension(s)
QF(s)	qualifying facility(ies)

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ROE	return on common equity
S&P	Standard & Poor's Ratings Services
San Onofre	retired nuclear generating facility located in south San Clemente, California in which SCE holds a 78.21% ownership interest
San Onofre OII Settlement Agreement	Settlement Agreement by and among SCE, TURN, ORA, SDG&E, the Coalition of California Utility Employees, and Friends of the Earth, dated November 20, 2014
SCE	Southern California Edison Company
SDG&E	San Diego Gas & Electric
SEC	U.S. Securities and Exchange Commission
SED	Safety and Enforcement Division of the CPUC, formerly known as the Consumer Protection and Safety Division or CPSD
SoCalGas	Southern California Gas Company
SoCore Energy	SoCore Energy LLC, a subsidiary of Edison Energy Group that provides solar energy and energy storage solutions
TURN	The Utility Reform Network
US EPA	U.S. Environmental Protection Agency

iv

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Edison International's and SCE's current expectations and projections about future events based on Edison International's and SCE's knowledge of present facts and circumstances and assumptions about future events and include any statements that do not directly relate to a historical or current fact. Other information distributed by Edison International and SCE that is incorporated in this report, or that refers to or incorporates this report, may also contain forward-looking statements. In this report 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 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 Edison International and SCE, include, but are not limited to the:

• ability of SCE to recover its costs in a timely manner from its customers through regulated rates, including costs related to San Onofre and proposed spending on grid modernization;

• decisions and other actions by the CPUC, the FERC, the NRC and other regulatory authorities, including determinations of authorized rates of return or return on equity, the outcome of San Onofre CPUC proceedings, and the 2018 GRC, and delays in regulatory actions;

• ability of Edison International or SCE to borrow funds and access the capital markets on reasonable terms;

• risks associated with cost allocation, including the potential movement of costs to certain customers, caused by the ability of cities, counties, and certain other public agencies to generate and/or purchase electricity for their local residents and businesses, along with other possible customer bypass or departure due to increased adoption of DERs or technological advancements in the generation, storage, transmission, distribution, and use of electricity, and supported by public policy, government regulations and incentives;

• risks inherent in SCE's 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), and governmental approvals;

• risks associated with the operation of transmission and distribution assets and power generating facilities, including public safety issues, failure, availability, efficiency, and output of equipment and availability and cost of spare parts;

• risks associated with the decommissioning of San Onofre, including those related to public opposition, permitting, governmental approvals, and cost overruns;

• physical security of Edison International's and SCE's critical assets and personnel and the cybersecurity of Edison International's and SCE's critical information technology systems for grid control, and business and customer data;

• the outcome of the strategic review of Edison Energy Group, which may include changes to existing competitive business models and/or exit of certain business activities;

• 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;

• environmental laws and regulations, at both 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;

• 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 rate;

• 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 NERC, CAISO, Western Electricity Coordination Council, and similar regulatory bodies in adjoining regions;

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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;

• ability to obtain sufficient insurance, including insurance relating to SCE's 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;

• potential for penalties or disallowance for non-compliance with applicable laws and regulations;

• 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;

• disruption of natural gas supply due to unavailability of storage facilities, which could lead to electricity service interruptions; and

• weather conditions and natural disasters.

Additional information about risks and uncertainties, including more detail about the factors described in this report, is contained throughout this report and in the 2016 Form 10-K, including the "Risk Factors" section. Readers are urged to read this entire report, including information incorporated by reference, as well as the 2016 Form 10-K, and carefully consider the risks, uncertainties, and other factors that affect Edison International's and SCE's businesses. Forward-looking statements speak only as of the date they are made and neither Edison International nor SCE are obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by Edison International and SCE with the SEC. Edison International and SCE provide direct links to SCE's regulatory filings with the CPUC and the FERC in open proceedings most important to investors at www.edisoninvestor.com (SCE Regulatory Highlights) so that such filings are available to all investors upon SCE filing with the relevant agency. Edison International and SCE also routinely post or provide direct links to presentations, documents and other information that may be of interest to investors at www.edisoninvestor.com (Events and Presentations) in order to publicly disseminate such information.

The MD&A for the six months ended June 30, 2017 discusses material changes in the consolidated financial condition, results of operations and other developments of Edison International and SCE since December 31, 2016, and as compared to the six months ended June 30, 2016. This discussion presumes that the reader has read or has access to Edison International's and SCE's MD&A for the calendar year 2016 (the "year-ended 2016 MD&A"), which was included in the 2016 Form 10-K.

Except when otherwise stated, references to each of Edison International, SCE, EMG, Edison Energy Group, EME or Edison Capital mean each such company with its subsidiaries on a consolidated basis. References to "Edison International Parent and Other" mean Edison International Parent and its consolidated competitive subsidiaries.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT OVERVIEW

Highlights of Operating Results

Edison International is the parent holding company of SCE. SCE is a public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison International is also the parent company of Edison Energy Group, a holding company for subsidiaries engaged in pursing competitive business opportunities across energy services and distributed solar to commercial and industrial customers. Such business activities are currently not material to report as a separate business segment. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its competitive subsidiaries. Unless otherwise described, all of the information contained in this report relates to both filers.

	Three months ended June 30,									Six months ended June 30,
(in millions)	2017			20161			Change			2017			20161			Change
Net income (loss) attributable to Edison International
Continuing operations
SCE	$	307		$	318		$	(11	)	$	656		$	612		$	44
Edison International Parent and Other	(29		)	(36		)	7			(16		)	(50		)	34
Discontinued operations	—			(2		)	2			—			(1		)	1
Edison International	278			280			(2		)	640			561			79
Less: Non-core items
SCE	—			—			—			—			—			—
Edison International Parent and Other	—			2			(2		)	1			4			(3		)
Discontinued operations	—			(2		)	2			—			(1		)	1
Total non-core items	—			—			—			1			3			(2		)
Core earnings (losses)
SCE	307			318			(11		)	656			612			44
Edison International Parent and Other	(29		)	(38		)	9			(17		)	(54		)	37
Edison International	$	278		$	280		$	(2	)	$	639		$	558		$	81

¹ The earnings for the three and six months ended June 30, 2016 were updated to reflect the implementation of the accounting standard for share-based payments effective January 1, 2016. See "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies" for further information.

Edison International's earnings are prepared in accordance with GAAP. Management uses core earnings internally for financial planning and for analysis of performance. Core earnings (losses) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the company's performance from period to period. Core earnings (losses) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (losses) are defined as earnings attributable to Edison International shareholders less non-core items. Non-core items include income or loss from discontinued operations, income resulting from allocation of losses to tax equity investors under the HLBV accounting method, and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as exit activities, including sale of certain assets and other activities that are no longer continuing, write downs, asset impairments and other gains and losses related to certain tax, regulatory, or legal settlements or proceedings.

Edison International's second quarter 2017 earnings decreased $2 million from the second quarter of 2016, comprised of a decrease in SCE's earnings of $11 million, a decrease in Edison International Parent and Other's losses of $7 million, and a decrease in losses from discontinued operations of $2 million. The decrease in earnings at SCE was primarily due to a reduction in CPUC revenue related to prior overcollections.

3

Edison International's earnings for the six months ended June 30, 2017 increased $79 million from the six months ended June 30, 2016, comprised of an increase in SCE's earnings of $44 million, a decrease in Edison International Parent and Other's losses of $34 million, and a decrease in losses from discontinued operations of $1 million. The increase in earnings at SCE was primarily related to an increase in revenue from the escalation mechanism set forth in the 2015 GRC decision and lower operation and maintenance expenses, partially offset by the CPUC revenue adjustment discussed above and higher net financing costs.

Edison International Parent and Other's decrease in losses for the three and six months ended 2017 was due to lower core losses of $9 million and $37 million, respectively, and lower non-core earnings of $2 million and $3 million, respectively. The decrease in core losses was due to higher income tax benefits related to stock option exercises and the 2017 settlement of federal income tax audits for 2007 – 2012.

Capital Program

SCE's capital expenditures forecast for the 2017 – 2020 period has been revised since the filing of the 2016 Form 10-K, as indicated in the table below. The update reflects a reduction in 2017 capital expenditures primarily due to the lack of approval of a grid modernization memorandum account (see below for further information), lower than expected new customer meters and delays on FERC projects. The update also reflects SCE's revised requested capital expenditures for 2018 – 2020 resulting from SCE's 2018 GRC rebuttal testimony, filed in June 2017.

The 2017 capital program had originally included expenditures of $182 million for grid modernization capital spending. SCE has requested CPUC approval of a memorandum account to facilitate recovery in rates of such expenditures. The memorandum account has not yet been approved by the CPUC and may not be approved. Certain of the grid modernization capital expenditures promote safety and reliability as well as facilitating integration of distributed energy resources and are the focus of SCE's reduced grid modernization capital expenditures in 2017. This spending also would allow for a timely ramp-up of grid modernization capital expenditures in subsequent years. These expenditures are included in traditional distribution capital expenditures for 2017 in the table below. SCE may receive further guidance on grid modernization spending from the CPUC as part of the DRP proceeding in the second half of 2017.

Traditional capital expenditures for 2017 reflects SCE's forecast capital expenditures for CPUC and FERC capital projects. Traditional capital expenditures for 2018 – 2020 reflect the amounts requested in the 2018 GRC filing and subsequently updated in SCE's rebuttal testimony as well as the expected spending for FERC capital projects. Recovery for 2017 – 2020 planned expenditures for traditional capital projects under FERC jurisdiction will be pursued through FERC-authorized mechanisms. The CPUC has approved 81%, 89%, and 92% of the traditional capital expenditures requested in the 2009, 2012, and 2015 GRC decisions, respectively. While SCE cannot predict the level of traditional capital spending that will be approved in the 2018 GRC decision, management is not aware of factors that would cause the percentage of SCE's request that is ultimately approved to be materially different from what has been approved in recent GRC decisions. SCE does not have prior approval experience with grid modernization capital expenditures and, therefore, is unable to predict an expected outcome. Forecasted expenditures for FERC capital projects are subject to change due to timeliness of permitting, licensing and regulatory approvals. For further information regarding updates for large transmission and substation projects, see "Liquidity and Capital Resources—SCE—Capital Investment Plan."

Total capital expenditures (including accruals) were $1.4 billion and $1.6 billion for the first six months of 2017 and 2016, respectively. The following table sets forth a summary of forecasted capital expenditures for 2017 – 2020 on the basis described above:

(in millions)	2017		2018		2019		2020		Total 2017 – 2020
Traditional capital expenditures1
Distribution2	$	3,080	$	3,174	$	3,119	$	3,048	$	12,421
Transmission	501		956		1,003		1,046		3,506
Generation	199		220		212		201		832
Total requested traditional capital expenditures1, 3	$	3,780	$	4,350	$	4,334	$	4,295	$	16,759
Grid modernization capital expenditures2	$	—	$	538	$	649	$	608	$	1,795
Total capital expenditures	$	3,780	$	4,888	$	4,983	$	4,903	$	18,554

¹ Includes Energy Storage of $60 million in the 2017 – 2020 period. Also, includes $12 million Charge Ready Pilot in 2017.

² 2017 capital expenditures related to grid modernization are included in traditional distribution capital expenditures.

³  Capital expenditures for 2017 reflect management's expectations based on the 2015 GRC decision.

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SCE's estimated weighted average annual rate base for 2017 – 2020 using the capital expenditures set forth in the table above is as follows:

(in millions)	2017		2018		2019		2020
Rate base for requested traditional capital expenditures	$	26,212	$	28,997	$	31,088	$	33,122
Rate base for requested grid modernization capital expenditures	—		261		695		1,195
Total rate base	$	26,212	$	29,258	$	31,783	$	34,317

The rate base above does not reflect reductions from the amounts requested in the 2018 GRC that may be included in a final decision.

Regulatory Proceedings

2018 General Rate Case

In September 2016, SCE filed its 2018 GRC application for the three-year period 2018 – 2020, which requested a 2018 revenue requirement of $5.885 billion, an increase of $222 million over the projected 2017 GRC authorized revenue requirement. In June 2017 in its rebuttal testimony, SCE revised its requested 2018 revenue requirement to $5.859 billion, which would be a $196 million increase. The rebuttal testimony also proposed post-test year increases in 2019 and 2020 of $480 million and $556 million, respectively.

In April 2017, the ORA recommended that SCE's original requested 2018 base revenue requirement be decreased by approximately $208 million, comprised of approximately $164 million in operations and maintenance expense reductions and approximately $44 million in capital-related revenue requirement reductions largely related to the proposed reduction of 100% of grid modernization capital spending. To the extent any spending is authorized, the ORA proposed capturing grid modernization spending in a memorandum account for review in the 2021 GRC. TURN recommended reductions of 78% of grid modernization capital expenditures in 2018 and rate base adjustments of approximately $700 million of historical capital expenditures, primarily related to certain distribution infrastructure replacement programs. The impact of TURN's recommendations would decrease SCE's original requested 2018 base revenue requirement by approximately $93 million.

SCE requested that the CPUC issue a final decision by the end of 2017. If the schedule for a final decision is delayed, SCE will request the CPUC to issue an order directing that the authorized revenue requirement changes be effective January 1, 2018. SCE cannot predict the revenue requirement the CPUC will ultimately authorize for 2018 through 2020 or forecast the timing of a final decision.

Permanent Retirement of San Onofre

Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire Units 2 and 3.

San Onofre CPUC Proceedings

As discussed in the year-ended 2016 MD&A, in a December 2016 joint ruling, the Assigned Commissioner and the Assigned ALJ expressed concerns about the extent to which the failure to timely report ex parte communications had impacted the settlement negotiations and directed SCE and SDG&E to meet and confer with the other parties in the San Onofre OII to consider changing the terms of the San Onofre OII Settlement Agreement. In March 2017, SCE and the parties participating in the meet-and-confer process initiated a mediation of the issues identified in the December 2016 joint ruling. The CPUC has established a joint report deadline of August 15, 2017, at which time the parties must report on the outcome of the meet-and-confer process.

SCE has recorded a regulatory asset of $772 million at June 30, 2017 to reflect the expected recoveries under the San Onofre OII Settlement Agreement. SCE assessed the San Onofre regulatory asset at June 30, 2017 and continues to conclude that the asset is probable, though not certain, of recovery based on SCE's knowledge of facts and judgment in applying the relevant regulatory principles to the issue. Such judgment is subject to uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation.

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MHI Claims

In March 2017, SCE received a decision from the International Chamber of Commerce International Court of Arbitration on claims against MHI regarding failure of the replacement steam generators that MHI supplied for San Onofre. The net recovery awarded to SCE was initially determined to be $52 million. An adjustment to the interest awarded to SCE subsequently reduced the net recovery to $47 million. SCE has determined that it will not appeal the decision. As a result of uncertainty associated with the allocation of the award under the San Onofre OII Settlement Agreement, SCE recorded a regulatory liability for the net recovery.

For more information on the challenges to the settlement of the San Onofre OII, the arbitration tribunal decision on MHI, and the San Onofre regulatory asset, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters."

Cost of Capital

In July 2017, the CPUC issued a final decision that adopted the petition previously filed by SCE, Pacific Gas & Electric Company, SDG&E, and SoCalGas (collectively, the "Investor-Owned Utilities"), ORA, and TURN to modify the prior CPUC decisions addressing the Investor-Owned Utilities' costs of capital. The decision extended the deadline for the next Investor-Owned Utilities cost of capital application to April 2019, reset SCE's authorized cost of long-term debt and preferred stock beginning January 1, 2018; and established SCE's authorized ROE at 10.30%, beginning January 1, 2018. For more information on the terms of the settling parties' petition, see "Management Overview—Regulatory Proceedings—Cost of Capital" in the year-ended 2016 MD&A.

FERC Formula Rates

In June 2017, SCE provided its preliminary 2018 annual transmission revenue requirement update to interested parties. The update reflects a decrease in SCE's transmission revenue requirement of $15 million or 1.3% lower than amounts currently authorized in rates. SCE expects to file its 2018 annual update with the FERC by October 31, 2017 with the proposed rates effective January 1, 2018. In addition, SCE expects to file a new formula rate with the FERC by October 31, 2017. Once the new formula rate is accepted by the FERC, it will supersede the existing formula rate, including the 2018 annual update, and could become effective as early as January 1, 2018. FERC has the authority and commonly suspends new rates for up to five months. If the new formula rate is suspended by the FERC, the 2018 transmission revenue requirement rate established in the 2018 annual update will be effective from January 1, 2018 until the end of the suspension of the new formula rate. The new formula rate will be subject to refund from the end of the suspension until it is ultimately approved by the FERC.

RESULTS OF OPERATIONS

Southern California Edison Company

SCE's results of operations are derived mainly through two sources:

• Earning activities – representing revenue authorized by the CPUC and FERC which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investment in generation, transmission, and distribution assets. The annual revenue requirements are comprised of authorized operation and maintenance costs, depreciation, taxes, and a return consistent with the capital structure. Also, included in earnings activities are revenues or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances.

• Cost-recovery activities – representing CPUC- and FERC- authorized balancing accounts which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs), and certain operation and maintenance expenses. SCE earns no return on these activities.

6

The following table is a summary of SCE's results of operations for the periods indicated.

Three months ended June 30, 2017 versus June 30, 2016

	Three months ended June 30, 2017								Three months ended June 30, 2016
(in millions)	Earning Activities			Cost- Recovery Activities		Total Consolidated			Earning Activities			Cost- Recovery Activities		Total Consolidated
Operating revenue	$	1,584		$	1,369	$	2,953		$	1,509		$	1,259	$	2,768
Purchased power and fuel	—			1,175		1,175			—			1,064		1,064
Operation and maintenance	473			193		666			492			195		687
Depreciation, decommissioning and amortization	510			—		510			503			—		503
Property and other taxes	84			1		85			85			—		85
Total operating expenses	1,067			1,369		2,436			1,080			1,259		2,339
Operating income	517			—		517			429			—		429
Interest expense	(146		)	—		(146		)	(134		)	—		(134		)
Other income and expenses	24			—		24			22			—		22
Income before income taxes	395			—		395			317			—		317
Income tax expense	57			—		57			(32		)	—		(32		)
Net income	338			—		338			349			—		349
Preferred and preference stock dividend requirements	31			—		31			31			—		31
Net income available for common stock	$	307		$	—	$	307		$	318		$	—	$	318
Net income available for common stock						$	307							$	318
Less:
Non-core earnings						—								—
Core earnings1						$	307							$	318

¹  See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

Earning Activities

Earning activities were primarily affected by the following:

• Higher operating revenue of $75 million primarily due to the following:

• An increase in CPUC revenue of approximately $58 million primarily due to the escalation mechanism as set forth in the 2015 GRC decision and $10 million of higher operating costs subject to balancing account treatment (primarily offset in depreciation expense below). These increases were partially offset by $9 million of lower revenue related to the extension of bonus depreciation and a $17 million revenue reduction for the expected refund to customers of prior overcollections identified in the second quarter of 2017.

• An increase in revenue of $77 million related to incremental tax benefits refunded to customers (offset in taxes below). The increase in revenue resulted from a 2016 revenue refund to customers of $133 million related to 2012 – 2014 incremental income tax deductions, partially offset by higher year-over-year incremental tax benefits recognized in balancing accounts for 2017 activities.

• A decrease in FERC-related revenue of $31 million primarily due to $19 million amortization of the regulatory asset associated with the Coolwater-Lugo transmission project recognized in 2016 (offset in depreciation below) and a $7 million reduction to FERC revenue due to a change in estimate under the FERC formula rate mechanism.

• Lower operation and maintenance costs of $19 million primarily due to the impact of SCE's operational and service excellence initiatives and lower storm-related activities partially offset by higher transmission and distribution costs for line clearing.

• Higher depreciation, decommissioning, and amortization expense of $7 million primarily related to depreciation on transmission and distribution investments partially offset by amortization of the regulatory asset related to Coolwater-Lugo plant recorded in 2016.

7

• Higher interest expense of $12 million primarily due to increased borrowings.

• Higher income taxes of $89 million primarily due to the following:

• Lower income tax benefits of $45 million due to $79 million of flow-through incremental benefits for 2012 – 2014 to customers recorded in 2016 partially offset by higher income tax benefits in 2017 of $34 million related to flow through of incremental tax benefits for TAMA and the pole loading balancing accounts (offset in revenue above).

• Lower net income tax benefits in 2017 for other property-related items, including cost of removal and depreciation deductions.

• Higher pre-tax income for the second quarter of 2017, as discussed above.

Cost-Recovery Activities

Cost-recovery activities were primarily affected by the following:

• Higher purchased power and fuel costs of $111 million primarily driven by higher power and gas prices experienced in 2017 relative to 2016, partially offset by lower realized losses on hedging activities ($3 million in 2017 compared to $25 million in 2016).

The following table is a summary of SCE's results of operations for the periods indicated.

Six months ended June 30, 2017 versus June 30, 2016

	Six months ended June 30, 2017								Six months ended June 30, 2016
(in millions)	Earning Activities			Cost- Recovery Activities		Total Consolidated			Earning Activities			Cost- Recovery Activities		Total Consolidated
Operating revenue	$	3,136		$	2,273	5,409			$	3,031		$	2,173	$	5,204
Purchased power and fuel	—			1,959		1,959			—			1,858		1,858
Operation and maintenance	924			313		1,237			975			315		1,290
Depreciation, decommissioning and amortization	1,007			—		1,007			978			—		978
Property and other taxes	181			1		182			176			—		176
Total operating expenses	2,112			2,273		4,385			2,129			2,173		4,302
Operating income	1,024			—		1,024			902			—		902
Interest expense	(287		)	—		(287		)	(265		)	—		(265		)
Other income and expenses	50			—		50			46			—		46
Income before income taxes	787			—		787			683			—		683
Income tax expense	69			—		69			10			—		10
Net income	718			—		718			673			—		673
Preferred and preference stock dividend requirements	62			—		62			61			—		61
Net income available for common stock	$	656		$	—	$	656		$	612		$	—	$	612
Net income available for common stock						$	656							$	612
Less:
Non-core earnings						—								—
Core earnings1						$	656							$	612

¹  See use of non-GAAP financial measures in "Management Overview—Highlights of Operating Results."

8

Earning Activities

Earning activities were primarily affected by the following:

• Higher operating revenue of $105 million primarily due to the following:

• An increase in CPUC revenue of approximately $117 million primarily due to the escalation mechanism as set forth in the 2015 GRC decision and $19 million of higher operating costs subject to balancing account treatment (primarily offset in depreciation expense below). These increases were partially offset by $16 million of lower revenue related to the extension of bonus depreciation and a $17 million revenue reduction for the expected refund to customers of prior overcollections identified in the second quarter of 2017.

• An increase in revenue of $42 million related to tax benefits refunded to customers (offset in income taxes below). The increase in revenue resulted from a 2016 revenue refund to customers of $133 million related to 2012 – 2014 incremental income tax deductions, partially offset by higher year-over-year incremental tax benefits recognized in balancing accounts for 2017 activities and a $65 million revenue reduction related to the tax abandonment of San Onofre.

• A decrease in FERC-related revenue of $30 million primarily related to higher operating costs in 2016 including amortization of the regulatory asset associated with the Coolwater-Lugo transmission project (offset in depreciation below) and a $7 million reduction to FERC revenue due to a change in estimate under the FERC formula rate mechanism.

• Lower operation and maintenance costs of $51 million primarily due to the impact of SCE's operational and service excellence initiatives, lower storm-related activities partially offset by higher transmission and distribution costs for line clearing.

• Higher depreciation, decommissioning, and amortization expense of $29 million primarily related to depreciation on transmission and distribution investments partially offset by amortization of the regulatory asset related to Coolwater-Lugo plant recorded in 2016.

• Higher interest expense of $22 million primarily due to increased borrowings and higher interest on balancing accounts in 2017.

• Higher income taxes of $59 million primarily due to the following:

• Lower income tax benefits of $25 million due to $79 million of flow-through incremental tax benefits for 2012 – 2014 to customers recorded in 2016 partially offset by higher income tax benefits in 2017 of $39 million related to a tax deduction for the abandonment of San Onofre and higher income tax benefits in 2017 of $15 million related to incremental tax benefits for TAMA and the pole loading balancing accounts (offset in revenue above)

• Higher net income tax benefits in 2017 for other property-related items, including cost of removal and depreciation deductions.

• Higher pre-tax income for the six months ended June 30, 2017, as discussed above.

Cost-Recovery Activities

Cost-recovery activities were primarily affected by the following:

Higher purchased power and fuel costs of $101 million primarily driven by higher power and gas prices experienced in 2017 relative to 2016, partially offset by lower realized losses on hedging activities ($5 million in 2017 compared to $52 million in 2016).

9

Supplemental Operating Revenue Information

SCE's retail billed and unbilled revenue (excluding wholesale sales and balancing account overcollections/undercollections) was $2.6 billion and $5.0 billion for the three and six months ended June 30, 2017, respectively, compared to $2.5 billion and $4.9 billion for the respective period in 2016.

Retail billed and unbilled revenue for the three and six months ended June 30, 2017 and 2016 reflects a rate increase of $102 million and $214 million, respectively, and a sales volume decrease of $32 million and $111 million, respectively. The rate increases were due to implementation of the 2017 ERRA rate increase. The sales volume decreases were primarily due to warmer weather experienced in the first and second quarter of 2016 compared to the same period in 2017.

As a result of the CPUC-authorized decoupling mechanism, SCE earnings are not affected by changes in retail electricity sales (see "Business—SCE—Overview of Ratemaking Process" in the 2016 Form 10-K).

Income Taxes

SCE's income tax expense increased by $89 million and $59 million for the three and six months ended June 30, 2017 compared to the same periods in 2016.

The effective tax rates were 14.4% and (10.1)% for the three months ended June 30, 2017 and 2016, respectively. The effective tax rates were 8.8% and 1.5% for the six months ended June 30, 2017 and 2016, respectively. SCE's effective tax rate is lower than the statutory rate primarily due to CPUC's ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences, which reverse over time. The accounting treatment for these temporary differences results in recording regulatory assets and liabilities for amounts that would otherwise be recorded to deferred income tax expense. The effective tax rate increase for the three and six months ended June 30, 2017 was primarily due to the $133 million revenue refund to customers that was recorded in 2016. The increase in the effective tax rate for the six month period was partially offset by the ratemaking treatment on the San Onofre tax abandonment recorded in 2017.

See "Notes to Consolidated Financial Statements—Note 7. Income Taxes" for a reconciliation of the federal statutory rate of 35% to the effective income tax rates.

Edison International Parent and Other

Results of operations for Edison International Parent and Other include amounts from other Edison International subsidiaries that are not significant as a reportable segment, as well as intercompany eliminations.

Strategic Review of Edison Energy Group Competitive Businesses

Edison International is in the process of completing a strategic review of Edison Energy Group's competitive businesses. The competitive businesses are undertaken through Edison Energy Group and include energy services provided by Edison Energy and distributed solar solutions provided by SoCore Energy. While not all aspects of the strategic review have been finalized, Edison International has concluded that it will evaluate potential sale opportunities for SoCore Energy and consolidate management across Edison Energy Group. Edison Energy will continue to pursue the growth of its existing energy services and portfolio advisory service practice for large energy users in the United States.

In connection with the strategic review, Edison International evaluated the recoverability of goodwill and recorded an impairment of SoCore Energy's goodwill totaling $16.5 million ($10 million after-tax) in the second quarter of 2017. In light of the decision to evaluate sale opportunities for SoCore Energy, Edison International considered the application of held for sale accounting treatment under the applicable accounting guidance. However, Edison International concluded that, as of June 30, 2017, it was not probable that the investment in SoCore Energy would be sold within one year, therefore the long-lived assets of SoCore Energy were not subject to held for sale accounting treatment. Under held for sale accounting treatment, the net assets of SoCore Energy ($209 million at June 30, 2017) would be recorded at the lower of book value or as net realizable value, including transaction costs.

10

Income from Continuing Operations

The following table summarizes the results of Edison International Parent and Other:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison Energy Group and subsidiaries1	$	(17	)	$	(17	)	$	(23	)	$	(22	)
Edison Mission Group and subsidiaries	(1		)	(4		)	(2		)	(4		)
Corporate expenses and other2	(11		)	(15		)	9			(24		)
Total Edison International Parent and Other	$	(29	)	$	(36	)	$	(16	)	$	(50	)

¹   Includes incomeof less than $1 million and $1 million for the three and six months ended June 30, 2017, respectively, compared to income of $2 million and $4 million for the same periods in 2016, respectively, related to losses (net of distributions) allocated to tax equity investors under the HLBV accounting method.

²  Includes interest expense (pre-tax) of $12 million and $9 million for the three months ended June 30, 2017 and 2016, respectively, and $22 million and $17 million for the six months ended June 30, 2017 and 2016, respectively.

The loss from continuing operations of Edison International Parent and Other decreased $7 million and $34 million for the three and six months ended June 30, 2017, respectively, compared to the same periods in 2016 primarily due to:

• Higher income tax benefits related to stock option exercises ($2 million and $1 million for the three months ended June 30, 2017 and 2016, respectively, and $37 million and $4 million for the six months ended June 30, 2017 and 2016, respectively) and income tax benefits in 2017 related to settlements with the IRS for taxable years 2007 – 2012.

• In the second quarter of 2017, Edison Energy Group recorded a $10 million after-tax charge from a goodwill impairment on the SoCore Energy reporting unit and a $13 million after-tax charge during the second quarter of 2016 from a buy-out of an earn-out provision contained in one of the 2015 acquisitions.

LIQUIDITY AND CAPITAL RESOURCES

Southern California Edison Company

SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its cash flow and access to the bank and capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest obligations and dividend payments to Edison International, and the outcome of tax and regulatory matters.

In the next 12 months, SCE expects to fund its obligations, capital expenditures, and dividends through operating cash flows, tax benefits, and capital market financings, as needed. SCE also has availability under its credit facilities to fund liquidity requirements.

Available Liquidity

At June 30, 2017, SCE had approximately $2.48 billion available under its $2.75 billion multi-year revolving credit facility. In January 2017, SCE borrowed $300 million under a Term Loan Agreement and reissued $135 million of pollution control bonds. In March 2017, SCE issued $700 million of first and refunding mortgage bonds. In June 2017, SCE issued $475 million of preference stock. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements" and "—Note 12. Preferred and Preference Stock of SCE."

Debt Covenant

The debt covenant in SCE's credit facility limits its debt to total capitalization ratio to less than or equal to 0.65 to 1. At June 30, 2017, SCE's debt to total capitalization ratio was 0.43 to 1.

At June 30, 2017, SCE was in compliance with all other financial covenants that affect access to capital.

11

Capital Investment Plan

Below are updates for large transmission and substation projects since the filing of the 2016 Form 10-K. SCE is currently evaluating the timing of its major construction projects. For further information on these projects, see "Liquidity and Capital Resources—SCE—Capital Investment Plan—Major Transmission Projects" in the year-end 2016 MD&A.

Major Transmission Projects

West of Devers

In March 2017, the CPUC issued a decision denying ORA's September 2016 Application for Rehearing regarding the West of Devers Upgrade Project which sought additional project modifications and environmental mitigation measures. This action confirmed SCE's proposed project, which is on track to be placed in service in 2021. SCE expects to obtain competitive bids for the Project in the second half of 2017, which may result in a change to the expected cost of the Project.

Mesa Substation

In February 2017, the CPUC issued a final decision approving the Mesa Substation Project largely consistent with SCE's proposed project and rejected alternative project configurations proposed by CPUC staff. SCE expects to obtain competitive bids for the Project in the second half of 2017, which may result in a change to the expected cost of the Project. Preconstruction requirements for obtaining other permits and approvals are progressing and construction is planned to begin the third quarter of 2017. SCE expects the Mesa Substation project to go into service in 2022.

Alberhill System

In April 2017, the CPUC issued a final environmental impact report for the Alberhill System Project. This report rejected different alternatives recommended by CPUC staff and intervenors, selecting SCE's proposed project as the environmentally superior project. A final CPUC decision to approve the Project for construction is anticipated during 2018. As SCE prepares for the commencement of construction, updated annual capital spending will be incorporated into the capital program forecast.

Riverside Transmission Reliability

The Riverside Transmission Reliability Project is a joint project between SCE and Riverside Public Utilities (RPU), the municipal utility department of the City of Riverside. Due to changed circumstances since the time the Project was originally developed, SCE informed the CPUC in August 2016 that it supports revisions to the proposed Project. The CPUC continues to collect information regarding the revised Project in support of a supplemental environmental review. Potential revisions to the Project have not been reflected in the direct expenditures or scheduled in service date of 2021, however, revisions are likely to increase the total direct expenditures and delay the completion of the Project.

Eldorado-Lugo-Mohave Upgrade

The Eldorado-Lugo-Mohave Upgrade Project will increase capacity on existing transmission lines to allow additional renewable energy to flow from Nevada to southern California. SCE is evaluating the competitive bids received and expects to award the bid for the Project in the second half of 2017, which may result in a change to the expected cost of the Project.

Coolwater-Lugo

In the first quarter of 2017, the FERC approved a settlement allowing SCE to recover 100% of the requested $37.1 million of costs incurred by SCE related to the cancelled Coolwater-Lugo transmission project.

Dividend Restrictions

The CPUC regulates SCE's capital structure which limits the dividends it may pay Edison International. SCE may make distributions to Edison International as long as the common equity component of SCE's capital structure remains at or above 48% on a 13-month weighted average basis. At June 30, 2017, SCE's 13-month weighted-average common equity component of total capitalization was 50.2% and the maximum additional dividend that SCE could pay to Edison International under this limitation was approximately $564 million, resulting in a restriction on net assets of approximately $14.6 billion.

In the second quarter of 2017, SCE declared and paid a dividend to Edison International of $191 million. Future dividend amounts and timing of distributions are dependent on a number of factors including the level of capital expenditures, operating cash flows and earnings.

12

Margin and Collateral Deposits

Certain derivative instruments, power contracts and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at June 30, 2017, due to the addition of incremental power and energy procurement contracts with collateral requirements, if any, and the impact of changes in wholesale power and natural gas prices on SCE's contractual obligations.

Some of the power contracts contain provisions that require SCE to maintain an investment grade credit rating from the major credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to pay the liability or post additional collateral.

The table below provides the amount of collateral posted by SCE to its counterparties as well as the potential collateral that would have been required as of June 30, 2017.

(in millions)
Collateral posted as of June 30, 20171	$	54
Incremental collateral requirements for power contracts resulting from a potential downgrade of SCE's credit rating to below investment grade	65
Incremental collateral requirements for power contracts resulting from adverse market price movement2	4
Posted and potential collateral requirements	$	123

¹  Net collateral provided to counterparties and other brokers consisted of $55 million in letters of credit and surety bonds and $1 million of cash reflected in "Other current liabilities" on the consolidated balance sheets.

²  Incremental collateral requirements were based on potential changes in SCE's forward positions as of June 30, 2017 due to adverse market price movements over the remaining lives of the existing power contracts using a 95% confidence level.

Edison International Parent and Other

Edison International Parent and Other's liquidity and its ability to pay operating expenses and pay dividends to common shareholders are dependent on dividends from SCE, realization of tax benefits, and access to bank and capital markets. Edison International may also finance working capital requirements, payment of obligations, and capital investments, including capital contributions to subsidiaries, with commercial paper or other borrowings, subject to availability in the bank and capital markets.

At June 30, 2017, Edison International Parent had $906 million available under its $1.25 billion multi-year revolving credit facility. In March 2017, Edison International issued $400 million of senior notes. For further details, see "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements."

The debt covenant in Edison International Parent's credit facility requires a consolidated debt to total capitalization ratio as defined in the credit agreement of less than or equal to 0.65 to 1. At June 30, 2017, Edison International Parent's consolidated debt to total capitalization ratio was 0.46 to 1.

At June 30, 2017, Edison International Parent was also in compliance with all other financial covenants that affect access to capital.

13

Historical Cash Flows

Southern California Edison Company

	Six months ended June 30,
(in millions)	2017			2016
Net cash provided by operating activities	$	1,521		$	1,516
Net cash provided by financing activities	101			149
Net cash used in investing activities	(1,622		)	(1,671		)
Net decrease in cash and cash equivalents	$	—		$	(6	)

Net Cash Provided by Operating Activities

The following table summarizes major categories of net cash provided by operating activities as provided in more detail in SCE's consolidated statements of cash flows for the six months ended June 30, 2017 and 2016.

	Six months ended June 30,						Change in cash flows
(in millions)	2017			2016			2017/2016
Net income	$	718		$	673
Non-cash items1	1,198			980
Subtotal	$	1,916		$	1,653		$	263
Changes in cash flow resulting from working capital2	(221		)	(120		)	(101		)
Derivative assets and liabilities	(19		)	15			(34		)
Regulatory assets and liabilities	39			90			(51		)
Other noncurrent assets and liabilities3	(194		)	(122		)	(72		)
Net cash provided by operating activities	$	1,521		$	1,516		$	5

¹  Non-cash items include depreciation, decommissioning and amortization, allowance for equity during construction, deferred income taxes and investment tax credits, and other.

²  Changes in working capital items include receivables, inventory, accounts payable, prepaid and accrued taxes, and other current assets and liabilities.

³ Includes the nuclear decommissioning trusts.

Net cash provided by operating activities was impacted by the following:

Net income increased in 2017 by $45 million primarily due to higher revenue in 2017 due to the escalation mechanism set forth in the 2015 GRC decision and lower operation and maintenance expenses, partially offset by reductions in CPUC revenue related to prior overcollections and higher financing costs. The refund to customers was recorded to correct cost sharing between customers and shareholders.

Net cash for working capital was $(221) million and $(120) million during the six months ended June 30, 2017 and 2016, respectively. The reduction in net cash for working capital for each period was primarily related to the increase in receivables from customers ($147 million and $177 million in 2017 and 2016, respectively), and the timing of disbursements (including payments for payroll-related costs and purchased power). During the first six months of 2017, there was a reduction in payables of $55 million compared to an increase in payables of $30 million for the same period in 2016.

Net cash provided by regulatory assets and liabilities, including changes in over (under) collections of balancing accounts was $39 million and $90 million during the six months ended June 30, 2017 and 2016, respectively. SCE has a number of balancing accounts, which impact cash flows based on differences between timing of collection of amounts through rates and accrual expenditures. Cash flows were primarily impacted by the following:

2017

• Higher cash due to $72 million of overcollections for the public purpose and energy efficiency programs. Overcollections for public purpose and energy efficiency programs increased due to lower spending for these programs.

14

• Higher cash due to realization of $47 million in proceeds from the MHI arbitration and approximately $34 million from the Department of Energy related to spent nuclear fuel. For further information on the MHI claims and spent nuclear fuel, see "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—San Onofre Related Matters" and "—Spent Nuclear Fuel."

• ERRA undercollections for fuel and purchased power were $228 million in 2017 compared to overcollections of $20 million in 2016. ERRA undercollections increased $248 million during the first six months of 2017 primarily due to seasonal rates and a refund of prior year overcollections.

• BRRBA overcollections decreased by $169 million during the first six months of 2017 primarily due to the refunds of 2016 overcollections related to TAMA, a revenue refund to customers of $133 million for 2012 – 2014 incremental tax benefits related to repair deductions, and 2015 overcollections resulting from the implementation of the 2015 GRC decision, which was authorized to be refunded to customers over a two year period. The BRRBA tracks the differences between amounts authorized by the CPUC in the GRC proceedings and amounts billed to customers.

• An increase in cash of approximately $303 million primarily due to recovery of prior FERC undercollections and lower spending for the new system generation program including lower capacity payments. The new system generation program records the benefits and costs of power purchase agreements and SCE-owned peaker generation units associated with new generation resources.

2016

• Higher cash due to an increase in overcollections of $145 million for the public purpose and energy efficiency programs due to higher funding and lower spending for these programs during the first six months of 2016.

• ERRA overcollections for fuel and purchased power decreased by $187 million during the first six months of 2016 primarily due to the implementation of the 2016 ERRA rate decrease in January 2016, partially offset by lower than forecasted power and gas prices experienced in 2016.

• An increase in cash of approximately $132 million primarily due to a $122 million refund from the Department of Energy's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. See "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies—Contingencies—Spent Nuclear Fuel" for further discussion.

Cash flows used in other noncurrent assets and liabilities were primarily related to net earnings from nuclear decommissioning trust investments ($26 million and $9 million in 2017 and 2016, respectively) and SCE's payments of decommissioning costs ($98 million and $88 million in 2017 and 2016, respectively). See "Nuclear Decommissioning Activities" below for further discussion.

Net Cash Provided by Financing Activities

The following table summarizes cash provided by financing activities for the six months ended June 30, 2017 and 2016. Issuances of debt and preference stock are discussed in "Notes to Consolidated Financial Statements—Note 5. Debt and Credit Agreements—Long-Term Debt" and "—Note 12. Preferred and Preference Stock of SCE."

	Six months ended June 30,
(in millions)	2017			2016
Issuances of first and refunding mortgage bonds, net of discount and issuance costs	$	692		$	—
Issuance of term loan	300			—
Remarketing of pollution control bonds, net of issuance costs	134			—
Long-term debt matured or repurchased	(441		)	(41		)
Issuances of preference stock, net of issuance costs	463			294
Redemptions of preference stock	—			(125		)
Short-term debt (repayments), net of borrowings and discount	(550		)	457
Payments of common stock dividends to Edison International	(382		)	(340		)
Payments of preferred and preference stock dividends	(62		)	(61		)
Other	(53		)	(35		)
Net cash provided by financing activities	$	101		$	149

15

Net Cash Used in Investing Activities

Cash flows used in investing activities are primarily due to capital expenditures related to transmission and distribution investments ($1.7 billion and $1.8 billion for the six months ended June 30, 2017 and 2016, respectively). In addition, in the first six months of 2017 and 2016, SCE had a net redemption of nuclear decommissioning trust investments of $73 million and $144 million, respectively. See "Nuclear Decommissioning Activities" below for further discussion.

Nuclear Decommissioning Activities

SCE's statement of cash flows includes nuclear decommissioning activities, which are reflected in the following line items:

	Six months ended June 30,
(in millions)	2017			2016
Net cash used in operating activities:    Net earnings from nuclear decommissioning trust investments	$	26		$	9
SCE's decommissioning costs	(98		)	(88		)
Net cash flow from investing activities:    Proceeds from sale of investments	3,046			1,391
Purchases of investments	(2,973		)	(1,247		)
Net cash impact	$	1		$	65

Net cash used in operating activities relate to interest and dividends less administrative expenses, taxes, and SCE's decommissioning costs. See "Notes to Consolidated Financial Statements—Note 9. Investments" for further information. Investing activities represent the purchase and sale of investments within the nuclear decommissioning trusts, including the reinvestment of earnings from nuclear decommissioning trust investments. The net cash impact reflects timing of decommissioning payments ($98 million and $88 million in 2017 and 2016, respectively) and reimbursements to SCE from the nuclear decommissioning trust ($99 million and $153 million in 2017 and 2016, respectively). The 2016 net cash impact included reimbursements for 2016 and a portion of 2015, 2014, and 2013 decommissioning costs.

Edison International Parent and Other

The table below sets forth condensed historical cash flow from operations for Edison International Parent and Other.

	Six months ended June 30,
(in millions)	2017			2016
Net cash used in operating activities	$	(88	)	$	(84	)
Net cash provided by financing activities	122			50
Net cash used in investing activities	(32		)	(10		)
Net increase (decrease) in cash and cash equivalents	$	2		$	(44	)

Net Cash Provided by Financing Activities

Net cash provided by financing activities was as follows:

	Six months ended June 30,
(in millions)	2017			2016
Dividends paid to Edison International common shareholders	$	(354	)	$	(313	)
Dividends received from SCE	382			340
Payment for stock-based compensation, net of receipt from stock option exercises	(120		)	(21		)
Long-term debt issuance, net of discount and issuance costs	397			397
Short-term debt repayments, net of borrowings and discount	(192		)	(351		)
Other	9			(2		)
Net cash provided by financing activities	$	122		$	50

16

Contingencies

SCE has contingencies related to San Onofre Related Matters, Nuclear Insurance, Wildfire Insurance, and Spent Nuclear Fuel, which are discussed in "Notes to Consolidated Financial Statements—Note 11. Commitments and Contingencies."

MARKET RISK EXPOSURES

Edison International's and SCE's primary market risks are described in the 2016 Form 10-K. For a further discussion of market risk exposures, including commodity price risk, credit risk, and interest rate risk, see "Notes to Consolidated Financial Statements—Note 4. Fair Value Measurements" and "—Note 6. Derivative Instruments."

Commodity Price Risk

The fair value of outstanding derivative instruments used to mitigate exposure to commodity price risk was a net liability of $999 million and $1.1 billion at June 30, 2017 and December 31, 2016, respectively. For further discussion of fair value measurements and the fair value hierarchy, see "Notes to Consolidated Financial Statements—Note 4. Fair Value Measurements" and "— Note 6. Derivative Instruments."

Credit Risk

Credit risk exposure from counterparties for power and gas trading activities is measured as the sum of net accounts receivable (accounts receivable less accounts payable) and the current fair value of net derivative assets (derivative assets less derivative liabilities) reflected on the consolidated balance sheets. SCE enters into master agreements which typically provide for a right of setoff. Accordingly, SCE's credit risk exposure from counterparties is based on a net exposure under these arrangements. SCE manages the credit risk on the portfolio for both rated and non-rated counterparties based on credit ratings using published ratings of counterparties and other publicly disclosed information, such as financial statements, regulatory filings, and press releases, to guide it in the process of setting credit levels, risk limits, and contractual arrangements, including master netting agreements.

As of June 30, 2017, the amount of balance sheet exposure as described above broken down by the credit ratings of SCE's counterparties, was as follows:

	June 30, 2017
(in millions)	Exposure2		Collateral		Net Exposure
S&P Credit Rating1
A or higher	$	59	$	—	$	59

¹  SCE assigns a credit rating based on the lower of a counterparty's S&P, Fitch or Moody's rating. For ease of reference, the above table uses the S&P classifications to summarize risk, but reflects the lower of the three credit ratings.

²  Exposure excludes amounts related to contracts classified as normal purchases and sales and non-derivative contractual commitments that are not recorded on the consolidated balance sheets, except for any related net accounts receivable.

CRITICAL ACCOUNTING ESTIMATES AND POLICIES

For a complete discussion on Edison International's and SCE's critical accounting policies, see "Critical Accounting Estimates and Policies" in the year-ended 2016 MD&A.

NEW ACCOUNTING GUIDANCE

New accounting guidance is discussed in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance."

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Information responding to this section is included in the MD&A under the heading "Market Risk Exposures" and is incorporated herein by reference.

17

FINANCIAL STATEMENTS

Consolidated Statements of Income	Edison International
	Three months ended June 30,						Six months ended June 30,
(in millions, except per-share amounts, unaudited)	2017			2016			2017			2016
Total operating revenue	$	2,965		$	2,777		$	5,428		$	5,218
Purchased power and fuel	1,175			1,064			1,959			1,858
Operation and maintenance	707			721			1,303			1,350
Depreciation, decommissioning and amortization	512			505			1,011			982
Property and other taxes	86			85			186			178
Impairment and other charges	16			21			21			21
Total operating expenses	2,496			2,396			4,480			4,389
Operating income	469			381			948			829
Interest and other income	37			33			70			65
Interest expense	(159		)	(144		)	(311		)	(284		)
Other expenses	(12		)	(11		)	(20		)	(19		)
Income from continuing operations before income taxes	335			259			687			591
Income tax expense (benefit)	26			(51		)	(14		)	(24		)
Income from continuing operations	309			310			701			615
Income from discontinued operations, net of tax	—			(2		)	—			(1		)
Net income	309			308			701			614
Preferred and preference stock dividend requirements of SCE	31			31			62			61
Other noncontrolling interests	—			(3		)	(1		)	(8		)
Net income attributable to Edison International common shareholders	$	278		$	280		$	640		$	561
Amounts attributable to Edison International common shareholders:
Income from continuing operations, net of tax	$	278		$	282		$	640		$	562
Income from discontinued operations, net of tax	—			(2		)	—			(1		)
Net income attributable to Edison International common shareholders	$	278		$	280		$	640		$	561
Basic earnings per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding	326			326			326			326
Continuing operations	$	0.85		$	0.87		$	1.96		$	1.72
Discontinued operations	—			(0.01		)	—			—
Total	$	0.85		$	0.86		$	1.96		$	1.72
Diluted earnings per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities	329			330			329			330
Continuing operations	$	0.85		$	0.86		$	1.95		$	1.70
Discontinued operations	—			(0.01		)	—			—
Total	$	0.85		$	0.85		$	1.95		$	1.70
Dividends declared per common share	$	0.5425		$	0.4800		$	1.0850		$	0.9600

The accompanying notes are an integral part of these consolidated financial statements.

18

Consolidated Statements of Comprehensive Income	Edison International
	Three months ended June 30,				Six months ended June 30,
(in millions, unaudited)	2017		2016		2017		2016
Net income	$	309	$	308	$	701	$	614
Other comprehensive income, net of tax:
Pension and postretirement benefits other than pensions:
Amortization of net loss included in net income	1		1		3		3
Other	—		—		2		—
Other comprehensive income, net of tax	1		1		5		3
Comprehensive income	310		309		706		617
Less: Comprehensive income attributable to noncontrolling interests	31		28		61		53
Comprehensive income attributable to Edison International	$	279	$	281	$	645	$	564

The accompanying notes are an integral part of these consolidated financial statements.

19

Consolidated Balance Sheets	Edison International
(in millions, unaudited)	June 30, 2017		December 31, 2016
ASSETS
Cash and cash equivalents	$	98	$	96
Receivables, less allowances of $58 and $62 for uncollectible accounts at respective dates	833		714
Accrued unbilled revenue	399		370
Inventory	235		239
Derivative assets	58		73
Regulatory assets	634		350
Other current assets	289		281
Total current assets	2,546		2,123
Nuclear decommissioning trusts	4,381		4,242
Other investments	87		83
Total investments	4,468		4,325
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,914 and $9,000 at respective dates	37,267		36,806
Nonutility property, plant and equipment, less accumulated depreciation of $106 and $99 at respective dates	245		194
Total property, plant and equipment	37,512		37,000
Regulatory assets	7,850		7,455
Other long-term assets	377		416
Total long-term assets	8,227		7,871
Total assets	$	52,753	$	51,319

The accompanying notes are an integral part of these consolidated financial statements.

20

Consolidated Balance Sheets	Edison International
(in millions, except share amounts, unaudited)	June 30, 2017			December 31, 2016
LIABILITIES AND EQUITY
Short-term debt	$	566		$	1,307
Current portion of long-term debt	581			981
Accounts payable	1,113			1,342
Accrued taxes	15			50
Customer deposits	275			269
Derivative liabilities	190			216
Regulatory liabilities	903			756
Other current liabilities	959			991
Total current liabilities	4,602			5,912
Long-term debt	11,662			10,175
Deferred income taxes and credits	8,709			8,327
Derivative liabilities	869			941
Pensions and benefits	1,377			1,354
Asset retirement obligations	2,618			2,590
Regulatory liabilities	5,961			5,726
Other deferred credits and other long-term liabilities	2,143			2,102
Total deferred credits and other liabilities	21,677			21,040
Total liabilities	37,941			37,127
Commitments and contingencies (Note 11)
Redeemable noncontrolling interest	12			5
Common stock, no par value (800,000,000 shares authorized; 325,811,206 shares issued and outstanding at respective dates)	2,515			2,505
Accumulated other comprehensive loss	(48		)	(53		)
Retained earnings	9,679			9,544
Total Edison International's common shareholders' equity	12,146			11,996
Noncontrolling interests – preferred and preference stock of SCE	2,654			2,191
Total equity	14,800			14,187
Total liabilities and equity	$	52,753		$	51,319

The accompanying notes are an integral part of these consolidated financial statements.

21

Consolidated Statements of Cash Flows	Edison International
	Six months ended June 30,
(in millions, unaudited)	2017			2016
Cash flows from operating activities:
Net income	$	701		$	614
Less: loss from discontinued operations	—			(1		)
Income from continuing operations	701			615
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,048			1,025
Allowance for equity during construction	(41		)	(42		)
Impairment and other charges	21			—
Deferred income taxes and investment tax credits	(12		)	(40		)
Other	11			11
Nuclear decommissioning trusts	(73		)	(144		)
EME insurance proceeds	—			1
Changes in operating assets and liabilities:
Receivables	(115		)	(33		)
Inventory	8			(41		)
Accounts payable	34			67
Prepaid and accrued taxes	(40		)	1
Other current assets and liabilities	(113		)	(135		)
Derivative assets and liabilities	(19		)	15
Regulatory assets and liabilities	39			90
Other noncurrent assets and liabilities	(16		)	42
Net cash provided by operating activities	1,433			1,432
Cash flows from financing activities:
Long-term debt issued or remarketed, net of discount and issuance costs of $12 and $3 for respective periods	1,523			397
Long-term debt matured	(442		)	(41		)
Preference stock issued, net	463			294
Preference stock redeemed	—			(125		)
Short-term debt financing, net	(742		)	106
Settlements of stock-based compensation, net	(152		)	(61		)
Dividends to noncontrolling interests	(62		)	(61		)
Dividends paid	(354		)	(313		)
Other	(11		)	3
Net cash provided by financing activities	223			199
Cash flows from investing activities:
Capital expenditures	(1,749		)	(1,828		)
Proceeds from sale of nuclear decommissioning trust investments	3,046			1,391
Purchases of nuclear decommissioning trust investments	(2,973		)	(1,247		)
Other	22			3
Net cash used in investing activities	(1,654		)	(1,681		)
Net increase (decrease) in cash and cash equivalents	2			(50		)
Cash and cash equivalents at beginning of period	96			161
Cash and cash equivalents at end of period	$	98		$	111

The accompanying notes are an integral part of these consolidated financial statements.

22

Consolidated Statements of Income	Southern California Edison Company
	Three months ended June 30,						Six months ended June 30,
(in millions, unaudited)	2017			2016			2017			2016
Operating revenue	$	2,953		$	2,768		$	5,409		$	5,204
Purchased power and fuel	1,175			1,064			1,959			1,858
Operation and maintenance	666			687			1,237			1,290
Depreciation, decommissioning and amortization	510			503			1,007			978
Property and other taxes	85			85			182			176
Total operating expenses	2,436			2,339			4,385			4,302
Operating income	517			429			1,024			902
Interest and other income	36			33			69			65
Interest expense	(146		)	(134		)	(287		)	(265		)
Other expenses	(12		)	(11		)	(19		)	(19		)
Income before income taxes	395			317			787			683
Income tax expense	57			(32		)	69			10
Net income	338			349			718			673
Less: Preferred and preference stock dividend requirements	31			31			62			61
Net income available for common stock	$	307		$	318		$	656		$	612

Consolidated Statements of Comprehensive Income	Southern California Edison Company
	Three months ended June 30,					Six months ended June 30,
(in millions, unaudited)	2017			2016		2017		2016
Net income	$	338		$	349	$	718	$	673
Other comprehensive income, net of tax:
Pension and postretirement benefits other than pensions:
Amortization of net loss included in net income	1			1		2		2
Other	(1		)	—		—		—
Other comprehensive income, net of tax	—			1		2		2
Comprehensive income	$	338		$	350	$	720	$	675

The accompanying notes are an integral part of these consolidated financial statements.

23

Consolidated Balance Sheets Southern California Edison Company

(in millions, unaudited)	June 30, 2017		December 31, 2016
ASSETS
Cash and cash equivalents	$	39	$	39
Receivables, less allowances of $57 and $61 for uncollectible accounts at respective dates	816		699
Accrued unbilled revenue	399		369
Inventory	232		239
Derivative assets	58		73
Regulatory assets	634		350
Other current assets	275		262
Total current assets	2,453		2,031
Nuclear decommissioning trusts	4,381		4,242
Other investments	63		50
Total investments	4,444		4,292
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,914 and $9,000 at respective dates	37,267		36,806
Nonutility property, plant and equipment, less accumulated depreciation of $92 and $89 at respective dates	74		75
Total property, plant and equipment	37,341		36,881
Regulatory assets	7,850		7,455
Other long-term assets	226		232
Total long-term assets	8,076		7,687
Total assets	$	52,314	$	50,891

The accompanying notes are an integral part of these consolidated financial statements.

24

Consolidated Balance Sheets Southern California Edison Company

(in millions, except share amounts, unaudited)	June 30, 2017			December 31, 2016
LIABILITIES AND EQUITY
Short-term debt	$	219		$	769
Current portion of long-term debt	179			579
Accounts payable	1,103			1,344
Accrued taxes	17			45
Accrued interest	206			174
Customer deposits	275			269
Derivative liabilities	190			216
Regulatory liabilities	903			756
Other current liabilities	500			555
Total current liabilities	3,592			4,707
Long-term debt	10,845			9,754
Deferred income taxes and credits	10,482			9,886
Derivative liabilities	868			941
Pensions and benefits	943			896
Asset retirement obligations	2,611			2,586
Regulatory liabilities	5,961			5,726
Other deferred credits and other long-term liabilities	1,817			1,912
Total deferred credits and other liabilities	22,682			21,947
Total liabilities	37,119			36,408
Commitments and contingencies (Note 11)
Common stock, no par value (560,000,000 shares authorized; 434,888,104 shares issued and outstanding at each date)	2,168			2,168
Additional paid-in capital	651			657
Accumulated other comprehensive loss	(18		)	(20		)
Retained earnings	9,674			9,433
Total common shareholder's equity	12,475			12,238
Preferred and preference stock	2,720			2,245
Total equity	15,195			14,483
Total liabilities and equity	$	52,314		$	50,891

The accompanying notes are an integral part of these consolidated financial statements.

25

Consolidated Statements of Cash Flows Southern California Edison Company

	Six months ended June 30,
(in millions, unaudited)	2017			2016
Cash flows from operating activities:
Net income	$	718		$	673
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,042			1,017
Allowance for equity during construction	(41		)	(42		)
Deferred income taxes and investment tax credits	193			—
Other	4			5
Nuclear decommissioning trusts	(73		)	(144		)
Changes in operating assets and liabilities:
Receivables	(118		)	(59		)
Inventory	8			2
Accounts payable	22			73
Prepaid and accrued taxes	(37		)	(13		)
Other current assets and liabilities	(96		)	(123		)
Derivative assets and liabilities	(19		)	15
Regulatory assets and liabilities	39			90
Other noncurrent assets and liabilities	(121		)	22
Net cash provided by operating activities	1,521			1,516
Cash flows from financing activities:
Long-term debt issued or remarketed, net of discount and issuance costs of $9 for the six months ended June 30, 2017	1,126			—
Long-term debt matured	(441		)	(41		)
Preference stock issued, net	463			294
Preference stock redeemed	—			(125		)
Short-term debt financing, net	(550		)	457
Dividends paid	(444		)	(401		)
Other	(53		)	(35		)
Net cash provided by financing activities	101			149
Cash flows from investing activities:
Capital expenditures	(1,712		)	(1,822		)
Proceeds from sale of nuclear decommissioning trust investments	3,046			1,391
Purchases of nuclear decommissioning trust investments	(2,973		)	(1,247		)
Other	17			7
Net cash used in investing activities	(1,622		)	(1,671		)
Net decrease in cash and cash equivalents	—			(6		)
Cash and cash equivalents, beginning of period	39			26
Cash and cash equivalents, end of period	$	39		$	20

The accompanying notes are an integral part of these consolidated financial statements.

26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1.    Summary of Significant Accounting Policies

Organization and Basis of Presentation

Edison International is the parent holding company of Southern California Edison Company ("SCE"). SCE 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. Edison International is also the parent company of Edison Energy Group, Inc., a holding company for subsidiaries engaged in pursuing competitive business opportunities across energy services and distributed solar for commercial and industrial customers. Such business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE, and other wholly owned and controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its competitive subsidiaries. SCE's consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.

Edison International's and SCE's significant accounting policies were described in Note 1 of "Notes to Consolidated Financial Statements" included in Edison International's and SCE's combined Annual Report on Form 10-K for the year-ended December 31, 2016 (the "2016 Form 10-K"). This quarterly report should be read in conjunction with the financial statements and notes included in the 2016 Form 10-K.

In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state the consolidated financial position, results of operations, and cash flows in accordance with accounting principles generally accepted in the United States ("GAAP") for the periods covered by this quarterly report on Form 10-Q. The results of operations for the three- and six-month periods ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

The December 31, 2016 financial statement data was derived from audited financial statements, but does not include all disclosures required by GAAP.

During the fourth quarter of 2016, Edison International and SCE early adopted an accounting standard for share-based payments using the modified retrospective approach, effective January 1, 2016. Prior year financial statements have been updated to reflect the modified retrospective application of this accounting standard. For further information, see Note 1 and Note 18 of "Notes to Consolidated Financial Statements" included in the 2016 Form 10-K and Note 2 and Note 7 of this Form 10-Q.

Cash Equivalents

Cash equivalents includes investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of three months or less. The cash equivalents were as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Money market funds	$	41	$	41	$	18	$	18

Cash is temporarily invested until required for check clearing. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Book balances reclassified to accounts payable	$	54	$	138	$	54	$	136

27

Goodwill

Edison International assesses goodwill through annual goodwill impairment tests, at the reporting unit level as of October 1st of each year. Edison International updates these tests between annual tests if events occur or circumstances change such that it is more likely than not that the fair value of a reporting unit is below its carrying value. In connection with a strategic review of the Edison Energy Group's competitive businesses, Edison International evaluated the recoverability of goodwill and recorded an impairment of SoCore Energy's goodwill totaling $16.5 million ($10 million after-tax) in the second quarter of 2017. 

Earnings Per Share

Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested. EPS attributable to Edison International common shareholders was computed as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per-share amounts)	2017		2016		2017		2016
Basic earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Basic earnings per share – continuing operations	$	0.85	$	0.87	$	1.96	$	1.72
Diluted earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Income impact of assumed conversions	—		—		—		—
Income from continuing operations available to common shareholders and assumed conversions	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Incremental shares from assumed conversions	3		4		3		4
Adjusted weighted average shares – diluted	329		330		329		330
Diluted earnings per share – continuing operations	$	0.85	$	0.86	$	1.95	$	1.70

In addition to the participating securities discussed above, Edison International also may award stock options, which are payable in common shares and are included in the diluted earnings per share calculation. Stock option awards to purchase 1,327,310 and 42,890 shares of common stock for the three months ended June 30, 2017 and 2016, respectively, and 1,370,200 and 47,861 shares for the six months ended June 30, 2017 and 2016, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive.

New Accounting Guidance

Accounting Guidance Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update on revenue recognition and further amended the standard in 2016 and 2017. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. This standard will be adopted on January 1, 2018. Edison International and SCE have completed the preliminary phases of their assessment of the impact on the consolidated financial statements and do not believe the adoption of this standard will have a material impact on the financial position or results of operations. For the six months ended June 30, 2017, approximately 95% of total

28

operating revenue arises from SCE's tariff offerings that provide electricity to customers. For such arrangements, revenue from contracts with customers will be equivalent to the electricity supplied and billed in that period (including estimated billings). As such, there will not be a change in the timing or pattern of revenue recognition for such sales. This standard will require enhanced disclosures, including a disaggregation of revenue from contracts with customers. Edison International and SCE plan to disaggregate customer contract revenue between revenue from earnings activities and revenue from cost-recovery activities. Some revenue arrangements, such as alternative revenue programs, are excluded from the scope of the new standard and, therefore, will be accounted for and presented separately from revenues recognized under the new standard on the Edison International and SCE consolidated financial statements. Edison International and SCE anticipate adopting the standard using the modified retrospective application which means that Edison International and SCE would recognize any cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings on January 1, 2018.

In January 2016, the FASB issued an accounting standards update that amends the guidance on the classification and measurement of financial instruments. The amendments require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income. It also amends certain disclosure requirements associated with the fair value of financial instruments. In addition, the new guidance requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. Edison International and SCE will adopt this guidance effective January 1, 2018. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's consolidated financial statements.

In February 2016, the FASB issued an accounting standards update related to lease accounting including enhanced disclosures. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. Lessees will need to recognize leases on the balance sheet as a right-of-use asset and a related lease liability, and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expense while finance leases will result in a higher initial expense pattern due to the interest component. SCE, as a regulated entity, is permitted to continue to have straight-line expense for finance leases, assuming the rate recovery is based upon current payments. Lessees can elect to exclude from the balance sheet short-term contracts one year or less. This guidance is effective January 1, 2019. Early adoption is permitted, but Edison International and SCE do not expect to elect early adoption. The adoption of this standard will increase right-of-use assets and lease liabilities in Edison International's and SCE's consolidated balance sheets. Edison International and SCE are currently evaluating the impact this standard will have on the results of operations and statements of cash flows and lease disclosures.

The FASB also issued an accounting standards update related to the impairment of financial instruments, effective January 1, 2020. The new guidance provides an impairment model, known as the current expected credit loss model, which is based on expected credit losses rather than incurred losses. Edison International and SCE are currently evaluating the impact of this new guidance.

The FASB also issued accounting standards updates related to the presentation and classification of certain cash receipts and payments in the statement of cash flows, including a change to the amount of cash, cash equivalents, and restricted cash explained when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard is effective January 1, 2018 and requires retrospective application. Edison International and SCE are currently evaluating the impact of this new guidance.

In January 2017, the FASB issued an accounting standards update to simplify the accounting for goodwill impairment. This accounting standards update changes the procedural steps in applying the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Edison International will apply this guidance to the goodwill impairment test beginning in 2020.

In March 2017, the FASB issued an accounting standards update which amends the current requirements related to the presentation of the components of net periodic benefit cost for an entity's defined benefit pension and other postretirement plans. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's financial position or results of operations, but will result in the separate presentation of service costs as an operating expense and non-service costs within other income and expense. The new standards update is effective on January 1, 2018. It is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost.

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Note 2.    Consolidated Statements of Changes in Equity

The following table provides Edison International's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Common Shareholders											Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2016	$	2,505	$	(53	)	$	9,544		$	11,996		$	2,191		$	14,187
Net income	—		—			640			640			62			702
Other comprehensive income	—		5			—			5			—			5
Common stock dividends declared ($1.0850 per share)	—		—			(354		)	(354		)	—			(354		)
Dividends to noncontrolling interests	—		—			—			—			(62		)	(62		)
Stock-based compensation	—		—			(151		)	(151		)	—			(151		)
Non-cash stock-based compensation	10		—			—			10			—			10
Issuance of preference stock	—		—			—			—			463			463
Balance at June 30, 2017	$	2,515	$	(48	)	$	9,679		$	12,146		$	2,654		$	14,800

The following table provides Edison International's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Common Shareholders												Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings				Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,484	$	(56	)	$	8,940			$	11,368		$	2,020		$	13,388
Net income	—		—			561			1	561			61			622
Other comprehensive income	—		3			—				3			—			3
Common stock dividends declared ($0.9600 per share)	—		—			(313		)		(313		)	—			(313		)
Dividends to noncontrolling interests	—		—			—				—			(61		)	(61		)
Stock-based compensation	—		—			(18		)	1	(18		)	—			(18		)
Non-cash stock-based compensation	12		—			—				12			—			12
Issuance of preference stock	—		—			—				—			294			294
Redemption of preference stock	—		—			(2		)		(2		)	(123		)	(125		)
Balance at June 30, 2016	$	2,496	$	(53	)	$	9,168			$	11,611		$	2,191		$	13,802

¹   Edison International adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $546 million and $(60) million, respectively, for the six months ended June 30, 2016.

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The following table provides SCE's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Preferred and Preference Stock		Total Equity
Balance at December 31, 2016	$	2,168	$	657		$	(20	)	$	9,433		$	2,245	$	14,483
Net income	—		—			—			718			—		718
Other comprehensive income	—		—			2			—			—		2
Dividends declared on common stock	—		—			—			(382		)	—		(382		)
Dividends declared on preferred and preference stock	—		—			—			(62		)	—		(62		)
Stock-based compensation	—		—			—			(33		)	—		(33		)
Non-cash stock-based compensation	—		6			—			—			—		6
Issuance of preference stock	—		(12		)	—			—			475		463
Balance at June 30, 2017	$	2,168	$	651		$	(18	)	$	9,674		$	2,720	$	15,195

The following table provides SCE's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings				Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,168	$	652		$	(22	)	$	8,804			$	2,070		$	13,672
Net income	—		—			—			673			1	—			673
Other comprehensive income	—		—			2			—				—			2
Dividends declared on common stock	—		—			—			(340		)		—			(340		)
Dividends declared on preferred and preference stock	—		—			—			(61		)		—			(61		)
Stock-based compensation	—		—			—			(34		)	1	—			(34		)
Non-cash stock-based compensation	—		6			—			—				—			6
Issuance of preference stock	—		(6		)	—			—				300			294
Redemption of preference stock	—		2			—			(2		)		(125		)	(125		)
Balance at June 30, 2016	$	2,168	$	654		$	(20	)	$	9,040			$	2,245		$	14,087

¹   SCE adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $662 million and $(40) million, respectively, for the six months ended June 30, 2016.

Note 3.    Variable Interest Entities

A VIE is defined as a legal entity that meets one of two conditions: (1) the equity owners do not have sufficient equity at risk, or (2) the holders of the equity investment at risk, as a group, lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE. A subsidiary of Edison International is the primary beneficiary of entities that own rooftop solar projects. Commercial and operating activities are generally the factors that most significantly impact the economic performance of such VIEs. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch, and compliance with regulatory and contractual requirements.

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Variable Interest in VIEs that are not Consolidated

Power Purchase Agreements

SCE has power purchase agreements ("PPAs") that are classified as variable interests in VIEs, including tolling agreements through which SCE provides the natural gas to fuel the plants and contracts with qualifying facilities that contain variable pricing provisions based on the price of natural gas. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. Since payments for capacity are the primary source of income, the most significant economic activity for these VIEs is the operation and maintenance of the power plants.

As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to its involvement with VIEs result from amounts due under the PPAs or the fair value of those derivative contracts. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its California Public Utilities Commission ("CPUC")-approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees, or other commitments associated with these contracts other than the purchase commitments described in Note 11 of the 2016 Form 10-K. As a result, there is no significant potential exposure to loss to SCE from its variable interest in these VIEs. The aggregate contracted capacity dedicated to SCE from these VIE projects was 4,900 MW and 4,349 MW at June 30, 2017 and 2016, respectively, and the amounts that SCE paid to these projects were $106 million and $92 million for the three months ended June 30, 2017 and 2016, respectively, and $246 million and $219 million for six months ended June 30, 2017 and 2016, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.

Unconsolidated Trusts of SCE

SCE Trust I, Trust II, Trust III, Trust IV, Trust V, and Trust VI were formed in 2012, 2013, 2014, 2015, 2016, and 2017, respectively, for the exclusive purpose of issuing the 5.625%, 5.10%, 5.75%, 5.375%, 5.45%, and 5.00% trust preference securities, respectively ("trust securities"). The trusts are VIEs. SCE has concluded that it is not the primary beneficiary of these VIEs as it does not have the obligation to absorb the expected losses or the right to receive the expected residual returns of the trusts. SCE Trust I, Trust II, Trust III, Trust IV, Trust V and Trust VI issued to the public trust securities in the face amounts of $475 million, $400 million, $275 million, $325 million, $300 million, and $475 million (cumulative, liquidation amounts of $25 per share), respectively, and $10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F, Series G, Series H, Series J, Series K, and Series L Preference Stock issued by SCE in the principal amounts of $475 million, $400 million, $275 million, $325 million, $300 million, and $475 million (cumulative, $2,500 per share liquidation values), respectively, which have substantially the same payment terms as the respective trust securities.

The Series F, Series G, Series H, Series J, Series K, and Series L Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F, Series G, Series H, Series J, Series K, or Series L Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust. The applicable trust will make distributions at the same rate and on the same dates on the applicable series of trust securities if and when the SCE board of directors declares and makes dividend payments on the related Preference Stock. The applicable trust will use any dividends it receives on the related Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to any of these trusts, SCE would be prohibited from paying dividends on its common stock. SCE has fully and unconditionally guaranteed the payment of the trust securities and trust distributions, if and when SCE pays dividends on the related Preference Stock.

The Trust I, Trust II, Trust III, Trust IV, and Trust V balance sheets as of June 30, 2017 and December 31, 2016, consisted of investments of $475 million, $400 million, $275 million, $325 million, and $300 million in the Series F, Series G, Series H, Series J, and Series K Preference Stock, respectively, $475 million, $400 million, $275 million, $325 million, and $300 million of trust securities, respectively, and $10,000 each of common stock. The Trust VI balance sheet as of June 30, 2017 consisted of investments of $475 million in the Series L Preference Stock, $475 million of trust securities, and $10,000 of common stock.

In July 2017, SCE Trust I redeemed $475 million of trust securities from the public and $10,000 of common stock from SCE. See Note 12 for additional information.

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The following table provides a summary of the trusts' income statements:

	Three months ended June 30,
(in millions)	Trust I		Trust II		Trust III		Trust IV		Trust V		Trust VI
2017
Dividend income	$	6	$	5	$	4	$	5	$	4	$	—
Dividend distributions	6		5		4		5		4		—
2016
Dividend income	$	6	$	5	$	4	$	5	$	4	*
Dividend distributions	6		5		4		5		4		*

	Six months ended June 30,
(in millions)		Trust I		Trust II		Trust III		Trust IV		Trust V		Trust VI
2017
Dividend income		$	13	$	10	$	8	$	9	$	8	$	—
Dividend distributions		13		10		8		9		8		—
2016
Dividend income		$	13	$	10	$	8	$	9	$	5	*
Dividend distributions		13		10		8		9		5		*

* Not applicable.

Note 4.    Fair Value Measurements

Recurring Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. As of June 30, 2017 and December 31, 2016, nonperformance risk was not material for Edison International and SCE.

Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.

Level 1 – The fair value of Edison International's and SCE's Level 1 assets and liabilities is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. This level includes exchange-traded equity securities, U.S. treasury securities, mutual funds, and money market funds.

Level 2 – Edison International's and SCE's Level 2 assets and liabilities include fixed income securities, primarily consisting of U.S. government and agency bonds, municipal bonds and corporate bonds, and over-the-counter derivatives. The fair value of fixed income securities is determined using a market approach by obtaining quoted prices for similar assets and liabilities in active markets and inputs that are observable, either directly or indirectly, for substantially the full term of the instrument.

The fair value of SCE's over-the-counter derivative contracts is determined using an income approach. SCE uses standard pricing models to determine the net present value of estimated future cash flows. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. A primary price source that best represents trade activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes, prices from exchanges, or comparison to executed trades are used to validate and corroborate the primary price source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity.

Level 3 – The fair value of SCE's Level 3 assets and liabilities is determined using the income approach through various models and techniques that require significant unobservable inputs. This level includes tolling arrangements and derivative contracts that trade infrequently such as congestion revenue rights ("CRRs"). Edison International Parent and Other does not have any Level 3 assets and liabilities.

Assumptions are made in order to value derivative contracts in which observable inputs are not available. Changes in fair value are based on changes to forward market prices, including extrapolation of short-term observable inputs into forecasted

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prices for illiquid forward periods. In circumstances where fair value cannot be verified with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. Modeling methodologies, inputs, and techniques are reviewed and assessed as markets continue to develop and more pricing information becomes available and the fair value is adjusted when it is concluded that a change in inputs or techniques would result in a new valuation that better reflects the fair value of those derivative contracts. See Note 6 for a discussion of derivative instruments.

SCE

The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:

	June 30, 2017
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	23	$	36		$	—	$	59
Other	29		—		—			—		29
Nuclear decommissioning trusts:
Stocks2	1,611		—		—			—		1,611
Fixed Income3	1,049		1,559		—			—		2,608
Short-term investments, primarily cash equivalents	111		119		—			—		230
Subtotal of nuclear decommissioning trusts4	2,771		1,678		—			—		4,449
Total assets	2,800		1,701		36			—		4,537
Liabilities at fair value
Derivative contracts	—		10		1,048			—		1,058
Total liabilities	—		10		1,048			—		1,058
Net assets (liabilities)	$	2,800	$	1,691	$	(1,012	)	$	—	$	3,479

	December 31, 2016
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	6	$	68		$	—	$	74
Other	33		—		—			—		33
Nuclear decommissioning trusts:
Stocks2	1,547		—		—			—		1,547
Fixed Income3	865		1,751		—			—		2,616
Short-term investments, primarily cash equivalents	36		170		—			—		206
Subtotal of nuclear decommissioning trusts4	2,448		1,921		—			—		4,369
Total assets	2,481		1,927		68			—		4,476
Liabilities at fair value
Derivative contracts	—		—		1,157			—		1,157
Total liabilities	—		—		1,157			—		1,157
Net assets (liabilities)	$	2,481	$	1,927	$	(1,089	)	$	—	$	3,319

¹  Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.

²  Approximately 68% and 70% of SCE's equity investments were located in the United States at June 30, 2017 and December 31, 2016, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $74 million and $79 million at June 30, 2017 and December 31, 2016, respectively.

⁴  Excludes net payables of $68 million and $127 million at June 30, 2017 and December 31, 2016, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.

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Edison International Parent and Other

Edison International Parent and Other assets measured at fair value consisted of money market funds of $23 million at both June 30, 2017 and December 31, 2016, classified as Level 1.

SCE Fair Value of Level 3

The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Fair value of net liabilities at beginning of period	$	(1,166	)	$	(1,213	)	$	(1,089	)	$	(1,148	)
Total realized/unrealized losses:
Included in regulatory assets and liabilities1	11			43			(66		)	(22		)
Contract amendment2	143			—			143			—
Fair value of net liabilities at end of period	$	(1,012	)	$	(1,170	)	$	(1,012	)	$	(1,170	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	(12	)	$	19		$	(97	)	$	(54	)

¹  Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

² Represents a tolling contract that was amended during the second quarter of 2017, which is no longer accounted for as a derivative as of June 30, 2017.

Edison International and SCE recognize the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no material transfers between any levels during 2017 and 2016.

Valuation Techniques Used to Determine Fair Value

The process of determining fair value is the responsibility of SCE's risk management department, which reports to SCE's chief financial officer. This department obtains observable and unobservable inputs through broker quotes, exchanges, and internal valuation techniques that use both standard and proprietary models to determine fair value. Each reporting period, the risk and finance departments collaborate to determine the appropriate fair value methodologies and classifications for each derivative. Inputs are validated for reasonableness by comparison against prior prices, other broker quotes, and volatility fluctuation thresholds. Inputs used and valuations are reviewed period-over-period and compared with market conditions to determine reasonableness.

The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:

	Fair Value (in millions)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
June 30, 2017	$	36	$	—	Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
December 31, 2016	67		—		Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
Tolling
June 30, 2017	—		1,043		Option model	Volatility of gas prices	13% - 43% (21%)
						Volatility of power prices	27% - 67% (34%)
						Power prices	$23.41 - $47.10 ($33.16)
December 31, 2016	—		1,154		Option model	Volatility of gas prices	15% - 48% (20%)
						Volatility of power prices	29% - 71% (40%)
						Power prices	$23.40 - $51.24 ($34.70)

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¹  Prices are in dollars per megawatt-hour.

²  Prices are in dollars per million British thermal units.

Level 3 Fair Value Sensitivity

Congestion Revenue Rights

For CRRs, where SCE is the buyer, generally increases (decreases) in forecasted load in isolation would result in increases (decreases) to the fair value. In general, an increase (decrease) in electricity and gas prices at illiquid locations tends to result in increases (decreases) to fair value; however, changes in electricity and gas prices in opposite directions may have varying results on fair value.

Tolling Arrangements

The fair values of SCE's tolling arrangements contain intrinsic value and time value. Intrinsic value is the difference between the market price and strike price of the underlying commodity. Time value is made up of several components, including volatility, time to expiration, and interest rates. The option model for tolling arrangements reflects plant specific information such as operating and start-up costs.

For tolling arrangements where SCE is the buyer, increases in volatility of the underlying commodity prices would result in increases to fair value as it represents greater price movement risk. As power and gas prices increase, the fair value of tolling arrangements tends to increase. The valuation of tolling arrangements is also impacted by the correlation between gas and power prices. As the correlation increases, the fair value of tolling arrangements tends to decline.

Nuclear Decommissioning Trusts

SCE's nuclear decommissioning trust investments include equity securities, U.S. treasury securities, and other fixed income securities. Equity and treasury securities are classified as Level 1 as fair value is determined by observable market prices in active or highly liquid and transparent markets. The remaining fixed income securities are classified as Level 2. The fair value of these financial instruments is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers, and relevant credit information. There are no securities classified as Level 3 in the nuclear decommissioning trusts.

Fair Value of Debt Recorded at Carrying Value

The carrying value and fair value of Edison International's and SCE's long-term debt (including current portion of long-term debt) are as follows:

	June 30, 2017				December 31, 2016
(in millions)	Carrying Value1		Fair Value		Carrying Value1		Fair Value
SCE	$	11,024	$	12,507	$	10,333	$	11,539
Edison International	12,243		13,742		11,156		12,368

¹   Carrying value is net of debt issuance costs.

The fair value of Edison International's and SCE's short-term and long-term debt is classified as Level 2 and is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes of new issue prices, and relevant credit information.

The carrying value of Edison International's and SCE's trade receivables and payables, other investments, and short-term debt approximates fair value.

Note 5.    Debt and Credit Agreements

Long-Term Debt

During the first quarter of 2017, SCE borrowed $300 million under a Term Loan Agreement due July 2018, with a variable interest rate based on the London Interbank Offered Rate plus 65 basis points (1.82% at June 30, 2017). The proceeds were used for general corporate purposes.

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During the first quarter of 2017, SCE reissued $135 million of 2.625% pollution-control bonds subject to mandatory remarketing in December 2023. The proceeds were used for general corporate purposes.

During the first quarter of 2017, SCE issued $700 million of 4.00% first and refunding mortgage bonds due in 2047 and Edison International issued $400 million of 2.125% senior notes due in 2020. The proceeds were used to repay commercial paper borrowings and for general corporate purposes. In addition, the proceeds from SCE's bonds were used to fund SCE's capital program.

Credit Agreements and Short-Term Debt

SCE and Edison International Parent have multi-year revolving credit facilities of $2.75 billion and $1.25 billion, respectively, both maturing in July 2022. The maturity date for both credit facilities was extended in July 2017. SCE's credit facility is generally used to support commercial paper borrowings and letters of credit issued for procurement-related collateral requirements, balancing account undercollections and for general corporate purposes, including working capital requirements to support operations and capital expenditures. Edison International Parent's credit facility is used to support commercial paper borrowings and for general corporate purposes.

At June 30, 2017, SCE outstanding commercial paper, net of discount, was $219 million at a weighted-average interest rate of 1.29%. At June 30, 2017, letters of credit issued under SCE's credit facility aggregated $53 million and are scheduled to expire in twelve months or less. At December 31, 2016, the outstanding commercial paper, net of discount, was $769 million at a weighted-average interest rate of 0.9%.

At June 30, 2017, Edison International Parent's outstanding commercial paper, net of discount, was $344 million at a weighted-average interest rate of 1.38%. At December 31, 2016, the outstanding commercial paper, net of discount, was $538 million at a weighted-average interest rate of 0.97%.

Note 6.    Derivative Instruments

Derivative financial instruments are used to manage exposure to commodity price risk. These risks are managed in part by entering into forward commodity transactions, including options, swaps, and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.

Commodity Price Risk

Commodity price risk represents the potential impact that can be caused by a change in the market value of a particular commodity. SCE's electricity price exposure arises from energy purchased from and sold to wholesale markets as a result of differences between SCE's load requirements and the amount of energy delivered from its generating facilities and PPAs. SCE's natural gas price exposure arises from natural gas purchased for the Mountainview power plant and peaker plants, qualifying facility contracts where pricing is based on a monthly natural gas index, and PPAs in which SCE has agreed to provide the natural gas needed for generation, referred to as tolling arrangements.

Credit and Default Risk

Credit and default risk represent the potential impact that can be caused if a counterparty were to default on its contractual obligations and SCE would be exposed to spot markets for buying replacement power or selling excess power. In addition, SCE would be exposed to the risk of non-payment of accounts receivable, primarily related to the sales of excess power and realized gains on derivative instruments.

Certain power contracts contain master netting agreements or similar agreements, which generally allow counterparties subject to the agreement to setoff amounts when certain criteria are met, such as in the event of default. The objective of netting is to reduce credit exposure. Additionally, to reduce SCE's risk exposures counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.

Certain power contracts contain a provision that requires SCE to maintain an investment grade rating from each of the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to post additional collateral to cover derivative liabilities and the related outstanding payables. The net fair value of all derivative liabilities with these credit-risk-related contingent features was $11 million and $12 million as of June 30, 2017 and December 31, 2016, respectively, for which SCE has posted $8 million and $12 million collateral at June 30, 2017 and December 31, 2016, respectively to its counterparties at the respective dates for its derivative liabilities and related outstanding payables. If the credit-risk-related contingent features underlying these agreements were

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triggered on June 30, 2017, SCE would be required to post $21 million of additional collateral of which $18 million is related to outstanding payables that are net of collateral already posted.

Fair Value of Derivative Instruments

SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are offset against margin and cash collateral deposits. In addition, SCE has provided collateral in the form of letters of credit. Collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, changes in market prices relative to contractual commitments, and other factors. See Note 4 for a discussion of fair value of derivative instruments. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	June 30, 2017
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	60		$	1	$	61		$	192		$	868	$	1,060		$	999
Gross amounts offset in the consolidated balance sheets	(2		)	—		(2		)	(2		)	—		(2		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	58		$	1	$	59		$	190		$	868	$	1,058		$	999

	December 31, 2016
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	74		$	1	$	75		$	217		$	941	$	1,158		$	1,083
Gross amounts offset in the consolidated balance sheets	(1		)	—		(1		)	(1		)	—		(1		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	73		$	1	$	74		$	216		$	941	$	1,157		$	1,083

¹  In addition, at June 30, 2017 and December 31, 2016, SCE had received $1 million and $2 million, respectively, of collateral that is not offset against derivative assets and is reflected in "Other current liabilities" on the consolidated balance sheets.

Income Statement Impact of Derivative Instruments

SCE recognizes realized gains and losses on derivative instruments as purchased power expense and expects that such gains or losses will be part of the purchased power costs recovered from customers. As a result, realized gains and losses do not affect earnings, but may temporarily affect cash flows. Due to expected future recovery from customers, unrealized gains and losses are recorded as regulatory assets and liabilities and therefore also do not affect earnings. The remaining effects of derivative activities and related regulatory offsets are recorded in cash flows from operating activities in the consolidated statements of cash flows.

The following table summarizes the components of SCE's economic hedging activity:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Realized losses	$	(3	)	$	(25	)	$	(5	)	$	(52	)
Unrealized gains (losses)	6			72			(80		)	8

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Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
Commodity	Unit of Measure	June 30, 2017	December 31, 2016
Electricity options, swaps and forwards	GWh	1,731	1,816
Natural gas options, swaps and forwards	Bcf	144	36
Congestion revenue rights	GWh	63,103	93,319
Tolling arrangements	GWh	41,924	61,093

Note 7.    Income Taxes

Effective Tax Rate

The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Income from continuing operations before income taxes	$	335		$	259		$	687		$	591
Provision for income tax at federal statutory rate of 35%	117			91			241			207
Increase in income tax from:
State tax, net of federal benefit	6			4			16			11
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	(6		)	2			(18		)	1
Shared-based compensation2	(3		)	(4		)	(46		)	(15		)
Other	(5		)	(6		)	(11		)	(11		)
Total income tax expense (benefit) from continuing operations	$	26		$	(51	)	$	(14	)	$	(24	)
Effective tax rate	7.8		%	(19.7		)%	(2.0		)%	(4.1		)%
SCE:
Income from continuing operations before income taxes	$	395		$	317		$	787		$	683
Provision for income tax at federal statutory rate of 35%	138			111			275			239
Increase in income tax from:
State tax, net of federal benefit	9			6			22			15
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	—			(1		)	(11		)	(2		)
Shared-based compensation2	(1		)	(3		)	(9		)	(11		)
Other	(6		)	(7		)	(12		)	(14		)
Total income tax expense (benefit) from continuing operations	$	57		$	(32	)	$	69		$	10
Effective tax rate	14.4		%	(10.1		)%	8.8		%	1.5		%

¹   During the second quarter of 2016, SCE recorded $79 million for 2012 – 2014 incremental tax benefits related to repair deductions, which were flowed-through to customers ($133 million pre-tax).

²  Includes state taxes for Edison International and SCE of $4 million and $1 million, respectively, for the three months ended June 30, 2017 and $10 million and $2 million, respectively, for the six months ended June 30, 2017. Includes state taxes for Edison International and SCE of $3 million and $2 million, respectively, for the six months ended June 30, 2016. Refer to Note 1 for further information.

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The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. Flow-through items reduce current authorized revenue requirements in SCE's rate cases and result in a regulatory asset for recovery of deferred income taxes in future periods. The difference between the authorized amounts as determined in SCE's rate cases, adjusted for balancing and memorandum account activities, and the recorded flow-through items also result in increases or decreases in regulatory assets with a corresponding impact on the effective tax rate to the extent that recorded deferred amounts are expected to be recovered in future rates.

In March 2017, SCE received the final decision on claims against, and counterclaims of, Mitsubishi Heavy Industries, Inc. and related companies (together, "MHI") from the arbitration tribunal, the International Chamber of Commerce, discussed further in Note 11. San Onofre was permanently shut down on June 7, 2013 as a result of failure of replacement steam generators supplied by MHI. With the resolution of the insurance claim against Nuclear Electric Insurance Limited ("NEIL") in October 2015 and the conclusion of the arbitration proceeding against MHI, a tax abandonment loss of $691 million and $1.13 billion for federal and state income tax purposes, respectively, was claimed in the first six months of 2017, resulting in a flow-through tax benefit of approximately $39 million impacting the effective tax rate. Due to the tax abandonment loss recognized during the first six months of 2017, Edison International and SCE both expect to report federal and California tax losses in 2017.

Unrecognized Tax Benefits

In the first quarter of 2017, Edison International settled all open tax positions with the Internal Revenue Service ("IRS") for taxable years 2007 through 2012. The following table provides a reconciliation of unrecognized tax benefits for 2017 as a result of the audit settlement:

(in millions)	Edison International			SCE
Balance at January 1, 2017	$	471		$	371
Tax positions taken during the current year:
Increases	20			20
Tax positions taken during a prior year:
Increases	3			3
Decreases	—			—
Decreases for settlements during the period	(83		)	(78		)
Balance at June 30, 2017	$	411		$	316

Tax Disputes

In the first quarter of 2017, Edison International settled all open tax positions with the IRS for taxable years 2007 through 2012. Edison International has previously made cash deposits to cover the estimated tax and interest liability from this audit cycle and expects a $7 million refund of this deposited amount.

Tax years that remain open for examination by the IRS and the California Franchise Tax Board are 2013 – 2015 and 2010 – 2015, respectively. Edison International has settled all open tax position with the IRS for taxable years prior to 2013. Tax years 2003 – 2009 are currently under protest with the California Franchise Tax Board.

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Note 8.    Compensation and Benefit Plans

Pension Plans

Edison International made contributions of $76 million during the six months ended June 30, 2017, which includes contributions of $44 million by SCE. Edison International expects to make contributions of $60 million during the remainder of 2017, which includes $41 million from SCE. Annual contributions made by SCE to most of SCE's pension plans are anticipated to be recovered through CPUC-approved regulatory mechanisms.

Pension expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	36		$	39		$	72		$	78
Interest cost	41			44			82			88
Expected return on plan assets	(53		)	(56		)	(106		)	(112		)
Settlement costs1	8			—			8			—
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	5			9			10			18
Expense under accounting standards	$	38		$	37		$	68		$	74
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	35		$	28		$	62		$	56
SCE:
Service cost	$	35		$	38		$	70		$	76
Interest cost	37			41			74			82
Expected return on plan assets	(50		)	(53		)	(100		)	(106		)
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	4			8			8			16
Expense under accounting standards	$	27		$	35		$	54		$	70
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	24		$	26		$	48		$	52

¹  Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump sum payments made in April 2017 to Edison International executives retiring in 2016 from the Executive Retirement Plan exceeded the estimated service and interest costs, resulting in a partial settlement of that plan. A settlement loss of approximately $7.7 million ($4.6 million after tax) was recorded at Edison International in the second quarter of 2017.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $2 million and $1 million, respectively, for the three months ended June 30, 2017, and $5 million and $3 million, respectively, for the six months ended June 30, 2017. The amount reclassified for Edison International and SCE was $3 million and $1 million, respectively, for the three months ended June 30, 2016, and $6 million and $3 million, respectively, for the six months ended June 30, 2016.

Postretirement Benefits Other Than Pensions

Edison International made contributions of $10 million during the six months ended June 30, 2017 and expects to make contributions of $11 million during the remainder of 2017, substantially all of which are expected to be made by SCE. Annual contributions related to SCE employees made to SCE plans are anticipated to be recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the total annual expense for these plans. Benefits under these plans, with some exceptions, are generally unvested and subject to change. Under the terms of the Edison International Health and Welfare Plan ("PBOP Plan") each participating employer (Edison International or its participating subsidiaries) is responsible for the costs and expenses of all PBOP Plan benefits with respect to its employees and former employees. A participating employer may terminate the PBOP Plan benefits with respect to its employees and former employees, as may SCE (as PBOP Plan sponsor), and, accordingly, the participants' PBOP Plan benefits are not vested benefits.

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PBOP expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14
SCE:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14

Note 9.    Investments

Nuclear Decommissioning Trusts

Future decommissioning costs related to SCE's nuclear assets are expected to be funded from independent decommissioning trusts.

The following table sets forth amortized cost and fair value of the trust investments (see Note 4 for a discussion of fair value of the trust investments):

	Longest Maturity Dates	Amortized Cost				Fair Value
(in millions)		June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Stocks	—	$	304	$	319	$	1,611	$	1,547
Municipal bonds	2054	617		659		737		766
U.S. government and agency securities	2067	1,209		1,131		1,288		1,191
Corporate bonds	2057	523		600		584		659
Short-term investments and receivables/payables1	One-year	156		75		161		79
Total		$	2,809	$	2,784	$	4,381	$	4,242

¹ Short-term investments include $32 million and $114 million of repurchase agreements payable by financial institutions which earn interest, are fully secured by U.S. Treasury securities and mature by July 3, 2017 and January 4, 2017 as of June 30, 2017 and December 31, 2016, respectively.

Trust fund earnings (based on specific identification) increase the trust fund balance and the asset retirement obligation ("ARO") regulatory liability. Unrealized holding gains, net of losses, were $1.6 billion and $1.5 billion at June 30, 2017 and December 31, 2016, respectively.

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The following table sets forth a summary of changes in the fair value of the trust:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Balance at beginning of period	$	4,352		$	4,290		$	4,242		$	4,331
Gross realized gains	13			22			112			75
Gross realized losses	—			(1		)	(16		)	(4		)
Unrealized gains, net of losses	87			72			114			113
Other-than-temporary impairments	(3		)	(8		)	(4		)	(33		)
Interest and dividends	31			32			59			60
Income taxes	(26		)	(24		)	(26		)	(42		)
Decommissioning disbursements	(73		)	(38		)	(99		)	(154		)
Administrative expenses and other	—			(1		)	(1		)	(2		)
Balance at end of period	$	4,381		$	4,344		$	4,381		$	4,344

Trust assets are used to pay income taxes. Deferred tax liabilities related to net unrealized gains at June 30, 2017 were $388 million. Accordingly, the fair value of trust assets available to pay future decommissioning costs, net of deferred income taxes, totaled $4.0 billion at June 30, 2017. Due to regulatory mechanisms, changes in assets of the trusts from income or loss items have no impact on operating revenue or earnings.

Decommissioning disbursements are funded from sales of investments of the nuclear decommissioning trusts.

Note 10.    Regulatory Assets and Liabilities

Regulatory Assets

SCE's regulatory assets included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	374	$	135
Energy derivatives and other power contracts	199		150
Unamortized investments, net of accumulated amortization	25		49
Other	36		16
Total current	634		350
Long-term:
Deferred income taxes, net of liabilities	4,875		4,478
Pensions and other postretirement benefits	712		710
Energy derivatives and other power contracts	969		947
Unamortized investments, net of accumulated amortization	78		80
San Onofre	772		857
Unamortized loss on reacquired debt	176		184
Regulatory balancing accounts	72		66
Environmental remediation	123		126
Other	73		7
Total long-term	7,850		7,455
Total regulatory assets	$	8,484	$	7,805

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Regulatory Liabilities

SCE's regulatory liabilities included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	822	$	736
San Onofre MHI arbitration award1	47		—
Other	34		20
Total current	903		756
Long-term:
Costs of removal	2,820		2,847
Recoveries in excess of ARO liabilities2	1,758		1,639
Regulatory balancing accounts	1,326		1,180
Other	57		60
Total long-term	5,961		5,726
Total regulatory liabilities	$	6,864	$	6,482

¹ Represents SCE's net recovery from claims against MHI. See Note 11 for further discussion.

² Represents the cumulative differences between ARO expenses and amounts collected in rates primarily for the decommissioning of SCE's nuclear generation facilities. Decommissioning costs recovered through rates are primarily placed in nuclear decommissioning trusts. This regulatory liability also represents the deferral of realized and unrealized gains and losses on the nuclear decommissioning trust investments. See Note 9 for further discussion.

Net Regulatory Balancing Accounts

The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:

(in millions)	June 30, 2017			December 31, 2016
Asset (liability)
Energy resource recovery account	$	228		$	(20	)
New system generation balancing account	(175		)	(6		)
Public purpose programs and energy efficiency programs	(1,064		)	(992		)
Tax accounting memorandum account and pole loading balancing account	(197		)	(142		)
Base rate recovery balancing account	(257		)	(426		)
Department of Energy litigation memorandum account	(156		)	(122		)
Greenhouse gas auction revenue	24			31
FERC balancing accounts	(136		)	(69		)
Other	31			31
Liability	$	(1,702	)	$	(1,715	)

Note 11.    Commitments and Contingencies

Third-Party Power Purchase Agreements

During the first six months of 2017, SCE had existing PPAs that met the critical contract provisions (including completion of major milestones for construction). The commitments for these contracts are estimated to be: $50 million in 2017, $120 million in 2018, $122 million in 2019, $123 million in 2020, $124 million in 2021, and $1.0 billion for the remaining period thereafter. For further information, see Note 11 in the 2016 Form 10-K.

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Indemnities

Edison International and SCE have various financial and performance guarantees and indemnity agreements, which are issued in the normal course of business.

Edison International and SCE have provided indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, and indemnities for specified environmental liabilities and income taxes with respect to assets sold. Edison International's and SCE's obligations under these agreements may or may not be limited in terms of time and/or amount, and in some instances Edison International and SCE may have recourse against third parties. Edison International and SCE have not recorded a liability related to these indemnities. The overall maximum amount of the obligations under these indemnifications cannot be reasonably estimated.

SCE has indemnified the City of Redlands, California in connection with the Mountainview power plant's California Energy Commission permit for cleanup or associated actions related to groundwater contaminated by perchlorate due to the disposal of filter cake at the City's solid waste landfill. The obligations under this agreement are not limited to a specific time period or subject to a maximum liability. SCE has not recorded a liability related to this indemnity.

Contingencies

In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax, and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of these other proceedings will not, individually or in the aggregate, materially affect its financial position, results of operations and cash flows.

San Onofre Related Matters

Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire Units 2 and 3.

San Onofre CPUC Proceedings

In November 2014, the CPUC approved the Settlement Agreement by and among SCE, The Utility Reform Network, the CPUC's Office of Ratepayer Advocates and San Diego Gas & Electric ("SDG&E"), which was later joined by the Coalition of California Utility Employees and Friends of the Earth, dated November 20, 2014 (the "San Onofre OII Settlement Agreement"), which resolved the CPUC's investigation regarding the steam generator replacement project at San Onofre and the related outages and subsequent shutdown of San Onofre. Subsequently, the San Onofre Order Instituting Investigation ("OII") proceeding record was reopened by a joint ruling of the Assigned Commissioner and the Assigned administrative law judge ("ALJ") to consider whether, in light of SCE not reporting certain ex parte communications on a timely basis, the San Onofre OII Settlement Agreement remained reasonable, consistent with the law, and in the public interest, which is the standard the CPUC applies in reviewing settlements submitted for approval. In comments filed with the CPUC in July 2016, SCE asserted that the San Onofre OII Settlement Agreement continues to meet this standard and therefore should not be disturbed. A number of the parties to the San Onofre OII, however, have requested that the CPUC either modify the San Onofre OII Settlement Agreement or vacate its previous approval of the settlement and reinstate the San Onofre OII for further proceedings.

In a December 2016 joint ruling, the Assigned Commissioner and the Assigned ALJ expressed concerns about the extent to which the failure to timely report ex parte communications had impacted the settlement negotiations and directed SCE and SDG&E to meet and confer with the other parties in the San Onofre OII to consider changing the terms of the San Onofre OII Settlement Agreement. In March 2017, SCE and the parties participating in the meet-and-confer process initiated a mediation of the issues identified in the December 2016 joint ruling. The CPUC has established a joint report deadline of August 15, 2017, at which time the parties must report on the outcome of the meet-and-confer process. SCE has recorded a regulatory asset of $772 million at June 30, 2017 to reflect the expected recoveries under the San Onofre OII Settlement Agreement. Management assesses at the end of each reporting period whether regulatory assets are probable of future recovery. SCE assessed the San Onofre regulatory asset at June 30, 2017 and continues to conclude that the asset is probable, though not certain, of recovery based on SCE's knowledge of facts and judgment in applying the relevant regulatory principles to the issue. Such judgment is subject to uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation.

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Challenges related to the Settlement of San Onofre CPUC Proceedings

A federal lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application to the CPUC for rehearing of its decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. In April 2015, the federal lawsuit was dismissed with prejudice and the plaintiffs in that case appealed the dismissal to the Ninth Circuit in May 2015. In light of the San Onofre OII meet-and-confer sessions, the Ninth Circuit cancelled the hearing that had been scheduled for February 9, 2017 and ordered the parties to notify the Ninth Circuit of the status of the San Onofre OII by May 1, 2017 and periodically thereafter. The parties have filed the required status reports with the court.

In July 2015, a purported securities class action lawsuit was filed in federal court against Edison International, its then Chief Executive Officer and its then Chief Financial Officer. The complaint was later amended to include SCE's former President as a defendant. The lawsuit alleges that the defendants violated the securities laws by failing to disclose that Edison International had ex parte contacts with CPUC decision-makers regarding the San Onofre OII that were either unreported or more extensive than initially reported. The initial complaint purported to be filed on behalf of a class of persons who acquired Edison International common stock between March 21, 2014 and June 24, 2015 (the "Class Period"). In September 2016, the federal court granted defendants’ motion to dismiss the complaint, with an opportunity for plaintiff to amend the complaint. Plaintiff filed an amended complaint, which the federal court dismissed again with an opportunity for the plaintiff to amend the complaint. Plaintiff filed a third amended complaint in May 2017, which extends the Class Period to August 10, 2015. Defendants filed a motion to dismiss the third amended complaint in June 2017, and are awaiting a ruling.

Also in July 2015, a federal shareholder derivative lawsuit was filed against members of the Edison International Board of Directors for breach of fiduciary duty and other claims. The federal derivative lawsuit is based on similar allegations to the federal class action securities lawsuit and seeks monetary damages, including punitive damages, and various corporate governance reforms. An additional federal shareholder derivative lawsuit making essentially the same allegations was filed in August 2015 and was subsequently consolidated with the July 2015 federal derivative lawsuit. In September 2016, the federal court granted defendants' motion to dismiss the consolidated complaint, with an opportunity for plaintiffs to amend the complaint. Plaintiffs did not file an amended complaint by the required date. Plaintiffs' deadline to appeal the federal court's order granting defendants' motion to dismiss lapsed in March 2017 and no appeal was filed.

In October 2015, a shareholder derivative lawsuit was filed in California state court against members of the Edison International Board of Directors for breach of fiduciary duty and other claims, making similar allegations to those in the federal derivative lawsuits discussed above. In light of the ruling in the parallel federal derivative lawsuit discussed above, plaintiff requested that the court voluntarily dismiss the state court action. The action was dismissed in April 2017.

In November 2015, a purported securities class action lawsuit was filed in federal court against Edison International, its then Chief Executive Officer and its Treasurer by an Edison International employee, alleging claims under the Employee Retirement Income Security Act. The complaint purports to be filed on behalf of a class of Edison International employees who were participants in the Edison 401(k) Savings Plan and invested in the Edison International Stock Fund between March 27, 2014 and June 24, 2015. The complaint alleges that defendants breached their fiduciary duties because they knew or should have known that investment in the Edison International Stock Fund was imprudent because the price of Edison International common stock was artificially inflated due to Edison International's alleged failure to disclose certain ex parte communications with CPUC decision-makers related to the San Onofre OII. In July 2016, the federal court granted the defendants' motion to dismiss the lawsuit with an opportunity for the plaintiff to amend her complaint. Plaintiff filed an amended complaint in July 2016, that dismissed Edison International as a named defendant and the remaining defendants filed a motion to dismiss in August 2016. These defendants' motion was heard by the court in November 2016. In June 2017, the federal court again granted defendants' motion to dismiss the lawsuit with an opportunity for the plaintiff to amend her complaint. Plaintiff filed an amended complaint in early July 2017. Defendants have filed motion to dismiss the amended complaint, which will be heard by the court in October 2017.

Edison International and SCE cannot predict the outcome of the open proceedings.

MHI Claims

SCE pursued claims against MHI, which designed and supplied the replacement steam generators. In October 2013, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce seeking damages for all losses. SCE alleged contract and tort claims and sought at least $4 billion in damages on behalf of itself and its customers and in its capacity as Operating Agent for San Onofre. MHI denied any liability and asserted counterclaims for $41 million, for which SCE denied any liability. Each of the other San Onofre owners (SDG&E and Riverside) sued MHI, alleging claims arising from MHI's supplying the faulty steam generators. These litigation claims have been stayed pending

46

the arbitration. The other co-owners were added as additional claimants in the arbitration. In March 2017, the arbitration tribunal found MHI liable for breach of contract, but rejected claimants' other claims. The tribunal found that damages were subject to contractual limitations on liability. In addition, the tribunal ordered the claimants to pay MHI's legal costs but rejected MHI's counterclaims. The net recovery awarded to SCE was initially determined to be $52 million. An adjustment to the interest awarded to SCE subsequently reduced the net recovery to approximately $47 million. The decision is the final award of the tribunal but can be challenged in court on limited grounds. SCE has determined that it will not appeal the decision. As a result of uncertainty associated with the allocation of the award under the San Onofre OII Settlement Agreement, SCE recorded a regulatory liability for the net recovery.

Environmental Remediation

SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operation and maintenance, monitoring, and site closure. Unless there is a single probable amount, SCE records the lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.

At June 30, 2017, SCE's recorded estimated minimum liability to remediate its 19 identified material sites (sites with a liability balance at June 30, 2017, in which the upper end of the range of the costs is at least $1 million) was $125 million, including $74 million related to San Onofre. In addition to these sites, SCE also has 17 immaterial sites with a liability balance as of June 30, 2017, for which the total minimum recorded liability was $3 million. Of the $128 million total environmental remediation liability for SCE, $123 million has been recorded as a regulatory asset. SCE expects to recover $47 million through an incentive mechanism that allows SCE to recover 90% of its environmental remediation costs at certain sites (SCE may request to include additional sites) and $75 million through a mechanism that allows SCE to recover 100% of the costs incurred at certain sites through customer rates. SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination, and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.

The ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs at the identified material sites and immaterial sites could exceed its recorded liability by up to $150 million and $8 million, respectively. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

SCE expects to clean up and mitigate its identified sites over a period of up to 30 years. Remediation costs for each of the next five years are expected to range from $5 million to $18 million. Costs incurred for the six months ended June 30, 2017 and 2016 were $4 million and $1 million, respectively.

Based upon the CPUC's regulatory treatment of environmental remediation costs incurred at SCE, SCE believes that costs ultimately recorded will not materially affect its results of operations, financial position, or cash flows. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to estimates.

Nuclear Insurance

SCE is a member of NEIL, a mutual insurance company owned by entities with nuclear facilities. NEIL provides insurance for nuclear property damage, including damages caused by acts of terrorism up to specified limits, and for accidental outages for active facilities. The amount of nuclear property damage insurance purchased for San Onofre and Palo Verde exceeds the minimum federal requirement of $1.06 billion. If NEIL losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to approximately $52 million per year.

Federal law limits public offsite liability claims for bodily injury and property damage from a nuclear incident to the amount of available financial protection, which is currently approximately $13.4 billion. Based on its ownership interests, SCE could

47

be required to pay a maximum of approximately $255 million per nuclear incident. However, it would have to pay no more than approximately $38 million per incident in any one year.

For more information on nuclear insurance coverage, see Note 11 in the 2016 Form 10-K.

Wildfire Insurance

Severe wildfires in California have given rise to large damage claims against California utilities for fire-related losses alleged to be the result of the failure of electric and other utility equipment. Invoking a California Court of Appeal decision, plaintiffs pursuing these claims have relied on the doctrine of inverse condemnation, which can impose strict liability (including liability for a claimant's attorneys' fees) for property damage. Drought conditions in California have also increased the duration of the wildfire season and the risk of severe wildfire events. SCE has approximately $1 billion of insurance coverage for wildfire liabilities for the period ending on May 31, 2018. SCE has a self-insured retention of $10 million per wildfire occurrence. Various coverage limitations within the policies that make up this insurance coverage could result in additional self-insured costs in the event of multiple wildfire occurrences during the policy period. SCE or its vegetation management contractors may experience coverage reductions and/or increased insurance costs in future years. No assurance can be given that future losses will not exceed the limits of insurance coverage.

Spent Nuclear Fuel

Under federal law, the U.S. Department of Energy ("DOE") is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE has not met its contractual obligation to accept spent nuclear fuel. Extended delays by the DOE have led to the construction of costly alternatives and associated siting and environmental issues. Currently, both San Onofre and Palo Verde have interim storage for spent nuclear fuel on site sufficient for their current license period.

In June 2010, the United States Court of Federal Claims issued a decision granting SCE and the San Onofre co-owners damages of approximately $142 million (SCE share $112 million) to recover costs incurred through December 31, 2005 for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. SCE received payment from the federal government in the amount of the damage award. In April 2016, SCE, as operating agent, settled a lawsuit on behalf of the San Onofre owners against the DOE for $162 million, including reimbursement for legal costs (SCE share $124 million) to compensate for damages caused by the DOE's failure to meet its obligation to begin accepting spent nuclear fuel for the period from January 1, 2006 to December 31, 2013. The settlement also provides for a claim submission/audit process for expenses incurred from 2014 – 2016, where SCE will submit a claim for damages caused by the DOE failure to accept spent nuclear fuel each year, followed by a government audit and payment of the claim. This process will make additional legal action to recover damages incurred in 2014 – 2016 unnecessary. The first such claim covering damages for 2014 – 2015 was filed on September 30, 2016 for approximately $56 million. In February 2017, the DOE reviewed the 2014 – 2015 claim submission and reduced the original request to approximately $43 million (SCE share was approximately $34 million) primarily due to DOE allocation limits. SCE accepted the DOE's determination, and the government will pay the 2014 – 2015 claim under the terms of the settlement. SCE will make the claim submission for 2016 damages in the third quarter of 2017. All damages recovered by SCE are subject to CPUC review as to how these amounts would be distributed among customers, shareholders, or to offset fuel decommissioning or storage costs.

Note 12.    Preferred and Preference Stock of SCE

During the second quarter of 2017, SCE issued $475 million of 5.00% Series L preference stock (190,004 shares; cumulative, $2,500 liquidation value) to SCE Trust VI, a special purpose entity formed to issue trust securities as discussed in Note 3. The Series L preference stock may be redeemed at a premium, in whole, but not in part, at any time prior to June 26, 2022 if certain changes in tax or investment company law or interpretation or applicable rating agency equity credit criteria occur. On or after June 26, 2022, SCE may redeem the Series L shares at par, in whole or in part. The shares are not subject to mandatory redemption. In July 2017, the proceeds were used to redeem $475 million of SCE's Series F Preference Stock.

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Note 13.    Accumulated Other Comprehensive Loss

Edison International's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(49	)	$	(54	)	$	(53	)	$	(56	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			3			3
Other	—			—			2			—
Change	1			1			5			3
Ending Balance	$	(48	)	$	(53	)	$	(48	)	$	(53	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

SCE's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(18	)	$	(21	)	$	(20	)	$	(22	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			2			2
Other	(1		)	—			—			—
Change	—			1			2			2
Ending Balance	$	(18	)	$	(20	)	$	(18	)	$	(20	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

Note 14.    Interest and Other Income and Other Expenses

Interest and other income and other expenses are as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2017		2016		2017		2016
SCE interest and other income:
Equity allowance for funds used during construction	$	23	$	19	$	41	$	42
Increase in cash surrender value of life insurance policies and life insurance benefits	10		11		22		17
Interest income	1		2		3		3
Other	2		1		3		3
Total SCE interest and other income	36		33		69		65
Other income of Edison International Parent and Other	1		—		1		—
Total Edison International interest and other income	$	37	$	33	$	70	$	65
SCE other expenses:
Civic, political and related activities and donations	$	7	$	8	$	10	$	12
Other	5		3		9		7
Total SCE other expenses	12		11		19		19
Other expenses of Edison International Parent and Other	—		—		1		—
Total Edison International other expenses	$	12	$	11	$	20	$	19

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Note 15.    Supplemental Cash Flows Information

Supplemental cash flows information for continuing operations is:

	Edison International				SCE
	Six months ended June 30,
(in millions)	2017		2016		2017		2016
Cash payments for interest and taxes:
Interest, net of amounts capitalized	$	240	$	228	$	223	$	221
Tax payments, net of refunds	14		12		20		32
Non-cash financing and investing activities:
Dividends declared but not paid:
Common stock	$	177	$	156	$	—	$	—
Preferred and preference stock	12		12		12		12

SCE's accrued capital expenditures at June 30, 2017 and 2016 were $283 million and $338 million, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The management of Edison International and SCE, under the supervision and with the participation of Edison International's and SCE's respective Chief Executive Officers and Chief Financial Officers, have evaluated the effectiveness of Edison International's and SCE's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended), respectively, as of the end of the second quarter of 2017. Based on that evaluation, Edison International's and SCE's respective Chief Executive Officers and Chief Financial Officers have each concluded that, as of the end of the period, Edison International's and SCE's disclosure controls and procedures, respectively, were effective.

Changes in Internal Control Over Financial Reporting

There were no changes in Edison International's or SCE's internal control over financial reporting, respectively, during the second quarter of 2017 that have materially affected, or are reasonably likely to materially affect, Edison International's or SCE's internal control over financial reporting.

Jointly Owned Utility Plant

Edison International's and SCE's respective scope of evaluation of internal control over financial reporting includes their Jointly Owned Utility Projects as discussed in Note 2. Property, Plant and Equipment in the 2016 Form 10-K.

LEGAL PROCEEDINGS

None.

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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Purchases of Equity Securities by Edison International and Affiliated Purchasers

The following table contains information about all purchases of Edison International Common Stock made by or on behalf of Edison International in the second quarter of 2017.

Period	(a) Total Number of Shares (or Units) Purchased1	(b) Average Price Paid per Share (or Unit)1			(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
April 1, 2017 to April 30, 2017	160,144		$	80.68	—	—
May 1, 2017 to May 31, 2017	311,524		$	79.32	—	—
June 1, 2017 to June 30, 2017	232,253		$	79.97	—	—
Total	703,921		$	79.84	—	—

¹  The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.

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EXHIBITS

Exhibit Number	Description
3.1	Restated Articles of Incorporation of Southern California Edison Company, together with all Certificates of Determination of Preferences of all outstanding Preferred and Preference Stock
31.1	Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley Act
31.2	Certifications of the Chief Executive Officer and Chief Financial Officer of Southern California Edison Company pursuant to Section 302 of the Sarbanes-Oxley Act
32.1	Certifications of the Chief Executive Officer and the Chief Financial Officer of Edison International required by Section 906 of the Sarbanes-Oxley Act
32.2	Certifications of the Chief Executive Officer and the Chief Financial Officer of Southern California Edison Company required by Section 906 of the Sarbanes-Oxley Act
101.1	Financial statements from the quarterly report on Form 10-Q of Edison International for the quarter ended June 30, 2017, filed on July 27, 2017, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements
101.2	Financial statements from the quarterly report on Form 10-Q of Southern California Edison Company for the quarter ended June 30, 2017, filed on July 27, 2017, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements

________________________________________

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

	EDISON INTERNATIONAL		SOUTHERN CALIFORNIA EDISON COMPANY
By:	/s/ Aaron D. Moss	By:	/s/ Connie J. Erickson
	Aaron D. Moss Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)		Connie J. Erickson Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)
Date:	July 27, 2017	Date:	July 27, 2017

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EX-3.1

Exhibit 3.1

CERTIFICATE OF

RESTATED ARTICLES OF INCORPORATION OF

SOUTHERN CALIFORNIA EDISON COMPANY

The undersigned, ROBERT C. BOADA and BARBARA E. MATHEWS, hereby certify that they are the duly elected and acting Vice President and Treasurer, and Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary, respectively, of SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, and that the Articles of Incorporation of said corporation shall be restated as follows:

“RESTATED ARTICLES OF INCORPORATION

OF

SOUTHERN CALIFORNIA EDISON COMPANY

First: The name of the corporation is:

SOUTHERN CALIFORNIA EDISON COMPANY

Second: The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

Third: Intentionally omitted.

Fourth: Intentionally omitted.

Fifth: SPECIAL VOTING PROVISIONS:

1.The preferred capital stock of the corporation may be increased or diminished at a meeting of the shareholders of said corporation by a vote representing at least two-thirds of the entire subscribed or issued capital stock of the corporation.

2.Whenever six or more quarterly dividends, whether consecutive or not, payable with respect to any one or more series of the Cumulative Preferred Stock, 4.32% Series, 4.08% Series, 4.24% Series or 4.78% Series, of the corporation (such series being hereinafter collectively referred to in this paragraph 2 as “Preferred Stock”), shall be in default, and until all such Preferred Stock dividends then in default shall have been paid or declared and set apart for payment, the holders of Preferred Stock, voting separately as a single

Exhibit 3.1

class and on the basis of the voting rights set forth in Article Sixth hereof, shall be entitled to elect two (2) directors to the Board of Directors of the corporation, and the holders of all the outstanding shares of the capital stock of the corporation, exercising the voting rights conferred by Article Sixth and by law, shall be entitled to elect the remaining exact number of authorized directors. The special voting power to elect directors conferred by this paragraph 2 upon the holders of Preferred Stock (herein called the “Preferred Stock special voting right”) shall terminate, subject to renewal from time to time upon the same terms and conditions, when all such dividends in default shall have been paid or declared and set apart for payment.

The Preferred Stock special voting right shall vest the day after the corporation defaults in the payment of a dividend on any one or more series or classes of the Preferred Stock which, together with prior continuing and concurrent defaults in the payment of dividends on any one or more series or classes of the Preferred Stock, aggregate six defaults in the quarterly dividend payments on any one or more series or classes of the Preferred Stock. Upon such vesting, the Preferred Stock special voting right may be first exercised at the next scheduled annual meeting of shareholders of the corporation unless the Preferred Stock special voting right vests on a date falling on or after December 31 of any year and on or prior to the scheduled date of the annual meeting next following such December 31, in which case the Preferred Stock special voting right may be first exercised at a special meeting of shareholders of the corporation, which may be held for such purpose upon call and notice as provided in the Bylaws of the corporation then in effect, not earlier than sixty (60) days after the date of such annual meeting. If such special meeting shall not have been called within ten (10) days after personal service or fifteen (15) days after mailing by registered mail within the United States of America, of a request for the holding of such meeting by the record holders of at least 10% of the shares of Preferred Stock then outstanding addressed to the Secretary at the principal executive office of the corporation, then a person designated by the record holders of at least 10% of the shares of Preferred Stock then outstanding may call such meeting at the place and upon the notice provided in the Bylaws, and for that purpose shall have access to the stock records of the corporation.

Except as provided in the next sentence, if the Preferred Stock special voting right shall terminate, the holders of all the outstanding shares of the capital stock of the corporation, exercising the voting rights conferred by Article Sixth and by law, shall be entitled to elect all directors comprising the authorized number of directors. If the Preferred Stock special voting right shall terminate after a date which precedes by ten (10) days the proposed date of mailing of notice of any meeting of shareholders at which said right was to be exercised and before the date of said meeting, no election of directors shall occur at said meeting and the election of directors shall occur thereafter at a special or annual meeting of shareholders which may be held for such purpose upon call (in the case of a special meeting) and notice as provided in the Bylaws of the corporation then in effect within ninety (90) days after the date of such prior special or annual meeting of shareholders; provided, however, that no special meeting of shareholders to elect directors shall be required if such terminated Preferred Stock special voting right has never been exercised.

At any special or annual meeting of shareholders of the corporation at which the Preferred Stock special voting right shall be exercisable, the holders of the Preferred Stock may exercise the right to elect two directors to the Board of Directors prior to the exercise of the right of the holders of all of the outstanding shares of the capital stock of the corporation to elect the remaining members of the Board of Directors. The terms of office of all persons who are directors of the corporation immediately prior to such meeting shall terminate upon the election of their successors. Nothing herein contained shall be construed to be a bar to the reelection of any director at any special or annual meeting of shareholders at which the Preferred Stock special voting right is exercised.

Upon termination of the Preferred Stock special voting right, the term of office of all the directors of the corporation shall terminate upon the election of their successors at a meeting of the shareholders of the corporation then entitled to vote.

Sixth:1. AUTHORIZED CAPITAL: The corporation is authorized to issue the following designated classes of shares of stock with the following number of shares per class:

(a)Cumulative Preferred Stock--twenty-four million (24,000,000) shares with a par value of $25 per share;

(b)$100 Cumulative Preferred Stock--twelve million (12,000,000) shares with a par value of $100 per share;

(c)Preference Stock--fifty million (50,000,000) shares with no par value; and

(d)Common Stock--five hundred sixty million (560,000,000) shares with no par value.

2.CUMULATIVE PREFERRED STOCK AND $100 CUMULATIVE PREFERRED STOCK: Shares of the Cumulative Preferred Stock may be issued from time to time in one or more series, and shares of the $100 Cumulative Preferred Stock may be issued from time to time in one or more series. Each series of Cumulative Preferred Stock and each series of $100 Cumulative Preferred Stock shall be so designated as to distinguish it from other series of such stock. Such designation may include an appropriate reference to its dividend rate and any other characteristics. The Board of Directors is hereby authorized, within the limitations and restrictions stated in this Article, to fix or alter, from time to time, the dividend rights, dividend rate, conversion rights, voting rights (in addition to the voting rights hereinafter provided), rights and terms of redemption (including sinking fund provisions), the redemption price or prices and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock and of any wholly unissued series of $100 Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series. The term “fixed for such series” and correlative terms shall be deemed to mean as stated in a resolution or resolutions adopted by the Board of Directors in exercise of the authority granted by this paragraph. The term “Board of Directors,” as used in this Article Sixth, shall be deemed to include any duly authorized and functioning committee of the Board of Directors of the corporation, to the extent such committee is permitted to exercise the powers of the Board of Directors under the California General Corporation Law. The number of shares of Cumulative Preferred Stock, 4.78% Series, heretofore fixed by the resolution of the Board of Directors set forth in the Certificate of Determination of Preferences of said 4.78% Series filed in the office of the Secretary of State of the State of California on February 10, 1958, is determined to be 1,296,769. The dividend rate, redemption price, and voluntary liquidation preferences of shares of said 4.78% Series shall be as heretofore fixed by the resolution of the Board of Directors set forth in said Certificate of Determination of Preferences. In addition to any other rights, preferences, privileges and restrictions that the Board of Directors may grant to or impose upon any wholly unissued series of Cumulative Preferred Stock or any wholly unissued series of $100 Cumulative Preferred Stock, all of the holders of shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock shall be subject to the following rights, preferences, privileges and restrictions:

(a)Dividend Rights: The holders of the Cumulative Preferred Stock of each series and the holders of the $100 Cumulative Preferred Stock of each series, in preference to the holders of the Preference Stock and the Common Stock, shall be entitled to receive, when and as declared by the Board of Directors out of any funds legally available therefor, cash dividends at the rate fixed for such series, and no more, payable quarterly on such dates as may be determined by the Board of Directors with respect to the quarterly period (or, in the case of initial issuance of any shares of any series, with respect to the portion of such period) ending on each such respective payment date. Such dividends with respect to any particular shares of such stock shall be cumulative from the first day of the quarterly period in which such shares were issued or, in the case of initial issuance of any shares of any series, from the date of issuance thereof. No dividend shall be paid upon, or declared or set apart for, any share of Cumulative Preferred Stock or any

share of $100 Cumulative Preferred Stock for any current dividend period if dividends on any series of Cumulative Preferred Stock or any series of $100 Cumulative Preferred Stock are accumulated and unpaid for any prior quarterly dividend period, or, in the case of payment of dividend arrearages on Cumulative Preferred Stock or on $100 Cumulative Preferred Stock, unless at the same time a like proportionate dividend for the

same or corresponding dividend period, ratably in proportion to the respective annual dividend rates fixed therefor, shall be paid upon, or declared and set apart for, all shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock of all series then issued and outstanding and entitled to receive such dividend.

In no event, so long as any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be outstanding, shall any dividend, whether in cash or property, be paid or declared, nor shall any distribution be made, on the Preference Stock or the Common Stock, nor shall any shares of Preference Stock or Common Stock be purchased, redeemed or otherwise acquired for value by the corporation, unless all dividends on the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock of all series for all past quarterly dividend periods shall have been paid or declared and set apart. The foregoing provisions of this subparagraph shall not, however, apply to a dividend payable in Preference Stock or Common Stock or to the acquisition of any shares of Preference Stock or Common Stock in exchange for, or through application of the proceeds of the sale of, any shares of Preference Stock or Common Stock.

(b)    Liquidation Rights: In the event of any voluntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Preference Stock or the Common Stock, the holders of the Cumulative Preferred Stock and the holders of the $100 Cumulative Preferred Stock shall be entitled to be paid in full the liquidation preferences fixed by the Board of Directors for the respective series thereof, together with an amount equal to all accumulated and unpaid dividends thereon to and including the date fixed for such distribution or payment. In the event of any involuntary liquidation, dissolution or winding up of the affairs of the corporation, then, before any distribution or payment shall be made to the holders of the Preference Stock or the Common Stock, the holders of the Cumulative Preferred Stock shall be entitled to be paid the sum of twenty-five dollars ($25) per share, and the holders of the $100 Cumulative Preferred Stock shall be entitled to be paid the sum of one hundred dollars ($100) per share, together, in the case of each class, with an amount equal to all accumulated and unpaid dividends thereon to and including the date fixed for such distribution or payment. If, upon any liquidation, dissolution or winding up of the affairs of the corporation, the amounts so payable are not paid in full to the holders of all outstanding shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock the holders of all series of Cumulative Preferred Stock and all series of $100 Cumulative Preferred Stock shall share ratably in any distribution of assets to shares of such classes in proportion to the full amounts to which they would otherwise be respectively entitled.

(c)Voting Rights: The Cumulative Preferred Stock, 4.32% Series, 4.08% Series, 4.24% Series and 4.78% Series, shall be entitled to voting rights on the basis of six votes per share. The Cumulative Preferred Stock and the $100 Cumulative Preferred Stock shall also, in addition to such voting rights as may be fixed for any series thereof, be entitled to the following voting rights:

(1)    So long as any shares of Cumulative Preferred Stock are outstanding, the consent of the holders of at least two-thirds of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called

for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Articles of Incorporation which would change any outstanding shares of Cumulative Preferred Stock in any one or more of the following respects: (1) to authorize the corporation to levy assessments thereon; (2) to reduce the dividend rate thereof; (3) to make noncumulative, in whole or in part, the dividends payable with respect thereto; (4) to reduce the redemption price thereof; (5) to reduce any amount payable thereon upon voluntary or involuntary liquidation; (6) to eliminate, diminish or alter adversely conversion rights pertaining thereto; (7) to diminish or eliminate voting rights pertaining thereto; (8) to rearrange the priority of outstanding shares of Cumulative Preferred Stock so as to make them subject to the preferences of other then outstanding shares as to distributions by way of dividends or otherwise; provided, however, that if such amendment changes in any of the foregoing respects one or more but not all series of Cumulative Preferred Stock at the time outstanding, only the consent of the holders of at least two-thirds of each series so affected shall be required;

(ii)        the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Cumulative Preferred Stock; or

(iii)the consolidation or merger of the corporation; provided, however, that this restriction shall not apply to, nor shall it operate to prevent, a consolidation or merger of the corporation with a subsidiary of the corporation, if none of the voting powers, rights or preferences of the holders of the Cumulative Preferred Stock will be adversely affected thereby, and if none of the property or business theretofore owned or operated by the corporation will thereby become subject to the lien of any mortgage, deed of trust or other encumbrance of such subsidiary, and if the company resulting from or surviving such consolidation or merger will be authorized to carry on the business then being conducted by the corporation and will have authorized and outstanding, after such consolidation or merger, no stock of any class or other securities ranking senior to or on a parity with the Cumulative Preferred Stock, or securities convertible into any such stock or securities, except the same number of shares of stock and the same amount of other securities with the same voting powers, rights and preferences as the stock and securities of the corporation authorized and outstanding immediately preceding such consolidation or merger, and if each holder of Cumulative Preferred Stock at the time of such consolidation or merger will receive the same number of shares, with the same voting powers, rights and preferences, of the resulting or surviving company as he held of the Cumulative Preferred Stock; and provided, further, that in the event of the amendment of the applicable laws of the State of California so as to permit the consolidation or merger of the corporation upon the vote of the holders of less than two-thirds of the outstanding shares of each class of stock of the corporation, then the consent of the holders of only such lesser proportion of the Cumulative Preferred Stock at the time outstanding (but in no event of less than a majority thereof) shall be necessary for effecting or validating the consolidation or merger of the corporation;

provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or

convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment as to which the consent of less than all series of the Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of Cumulative Preferred Stock the consent of which would otherwise be required.

(2)    So long as any shares of Cumulative Preferred Stock are outstanding, the consent of the holders of at least majority of the Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)        the increase in the authorized amount of the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock or the authorization or creation, or the increase in the authorized amount, of any new class of stock ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock or of any security convertible into Cumulative Preferred Stock or $100 Cumulative Preferred Stock or into stock of any class ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock;

(ii)    the sale, lease or conveyance of all or substantially all of the property or business of the corporation, or the parting with control thereof; or

(iii)the issue of any additional shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock (or the reissue of any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock) or any shares of stock of any class ranking senior to or on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, unless the consolidated income of the corporation and its subsidiaries (determined as hereinafter provided) for any thirty-six consecutive calendar months within the thirty-nine calendar months immediately preceding the month within which the issuance of such additional shares is authorized by the Board of Directors of the corporation shall have been in the aggregate not less than one and one-half times the sum of the interest requirements for three years on all of the funded indebtedness and other borrowings of the corporation and its subsidiaries to be outstanding at the date of such proposed issue and the full dividend requirements for three years on all shares of Cumulative Preferred Stock and $100 Cumulative Preferred Stock and all other stock, if any, ranking senior to or on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock to be outstanding at the date of such proposed issue, including the shares then proposed to be issued but excluding any such indebtedness and borrowings and any such shares proposed to be retired in connection with such issue. “Consolidated income” for any period for all purposes of this paragraph 2 shall be computed by adding to the consolidated net income of the corporation and its subsidiaries for said period (determined as hereinafter provided) the amount deducted for interest on funded indebtedness and other borrowings of the corporation and its subsidiaries in

determining such consolidated net income. “Consolidated net income” for any period for all purposes of this paragraph 2 shall be as determined by independent certified public accountants of

national reputation selected by the corporation, and in determining such consolidated net income for any period, there shall be deducted, in addition to other items of expense, the amount charged to income for said period on the books of the corporation and its subsidiaries for taxes and the provisions for depreciation as recorded on such books or the minimum amount required therefor under the provisions of any then existing general indenture of mortgage or deed of trust of the corporation, whichever is larger; and the Board of Directors of the corporation may, in the exercise of their discretion, make adjustments by way of increase or decrease in such consolidated net income to give effect to changes therein resulting from any acquisition of properties or to any redemption, acquisition, purchase, sale or exchange of securities by the corporation or its subsidiaries either prior to the issuance of any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or stock ranking senior to or on a parity therewith then to be issued or in connection therewith. The term “subsidiary” shall mean, for all purposes of this paragraph 2, any company of which the corporation, directly or through another subsidiary, owns or controls a majority of the outstanding shares of stock entitling the holders thereof to elect a majority of the directors of such company, either at all times or so long as there is no default in the payment of dividends upon any stock having a preference or priority over such stock;

provided, however, that no such consent of the holders of the Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of Cumulative Preferred Stock at the time outstanding.

(3)    So long as any shares of $100 Cumulative Preferred Stock are outstanding, the consent of the holders of at least two-thirds of the $100 Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Articles of Incorporation which would change any outstanding shares of $100 Cumulative Preferred Stock in any one or more of the following respects: (1) to authorize the corporation to levy assessments thereon; (2) to reduce the dividend rate thereof; (3) to make noncumulative, in whole or in part, the dividends payable with respect thereto; (4) to reduce the redemption price thereof; (5) to reduce any amount payable thereon upon voluntary or involuntary liquidation; (6) to eliminate, diminish or alter adversely conversion rights pertaining thereto; (7) to diminish or eliminate voting rights pertaining thereto; (8) to rearrange the priority of outstanding shares of $100 Cumulative Preferred Stock so as to make them subject to the preferences of other then outstanding shares as to distributions by way of

dividends or otherwise; provided, however, that if such amendment changes in any of the foregoing respects one or more but not all series of $100 Cumulative Preferred Stock at the time outstanding,

only the consent of the holders of at least two-thirds of each series so affected shall be required;

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the $100 Cumulative Preferred Stock; or

(iii)the consolidation or merger of the corporation; provided, however, that this restriction shall not apply to, nor shall it operate to prevent, a consolidation or merger of the corporation with a subsidiary of the corporation, if none of the voting powers, rights or preferences of the holders of the $100 Cumulative Preferred Stock will be adversely affected thereby, and if none of the property or business theretofore owned or operated by the corporation will thereby become subject to the lien of any mortgage, deed of trust or other encumbrance of such subsidiary, and if the company resulting from or surviving such consolidation or merger will be authorized to carry on the business then being conducted by the corporation and will have authorized and outstanding, after such consolidation or merger, no stock of any class or other securities ranking senior to or on a parity with the $100 Cumulative Preferred Stock, or securities convertible into any such stock or securities, except the same number of shares of stock and the same amount of other securities with the same voting powers, rights and preferences as the stock and securities of the corporation authorized and outstanding immediately preceding such consolidation or merger, and if each holder of $100 Cumulative Preferred Stock at the time of such consolidation or merger will receive the same number of shares, with the same voting powers, rights and preferences, of the resulting or surviving company as he held of the $100 Cumulative Preferred Stock; and provided further, that in the event of the amendment of the applicable laws of the State of California so as to permit the consolidation or merger of the corporation upon the vote of the holders of less than two-thirds of the outstanding shares of each class of stock of the corporation, then the consent of the holders of only such lesser proportion of the $100 Cumulative Preferred Stock at the time outstanding (but in no event of less than a majority thereof) shall be necessary for effecting or validating the consolidation or merger of the corporation;

provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, or when such consolidation or merger is to take effect, as the case may be, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding or, in the case of any such amendment as to which the consent of less than all series of the $100 Cumulative Preferred Stock would otherwise be required, for the redemption of all shares of the series of $100 Cumulative Preferred Stock the consent of which would otherwise be required.

(4)So long as any shares of $100 Cumulative Preferred Stock are outstanding, the consent of the holders of at least a majority of the $100 Cumulative Preferred Stock at the time outstanding, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)the increase in the authorized amount of the $100 Cumulative Preferred Stock or the Cumulative Preferred Stock or the authorization or creation, or the increase in the authorized amount, of any new class of stock ranking on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock or of any security convertible into $100 Cumulative Preferred Stock or Cumulative Preferred Stock or into stock of any class ranking on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock;

(ii)the sale, lease or conveyance of all or substantially all of the property or business of the corporation, or the parting with control thereof; or

(iii)the issue of any additional shares of $100 Cumulative Preferred Stock or Cumulative Preferred Stock (or the reissue of any shares of $100 Cumulative Preferred Stock or Cumulative Preferred Stock) or any shares of stock of any class ranking senior to or on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock, unless the consolidated income of the corporation and its subsidiaries (determined as provided in this paragraph 2) for any thirty-six consecutive calendar months within the thirty-nine calendar months immediately preceding the month within which the issuance of such additional shares is authorized by the Board of Directors of the corporation shall have been in the aggregate not less than one and one-half times the sum of the interest requirements for three years on all of the funded indebtedness and other borrowings of the corporation and its subsidiaries to be outstanding at the date of such proposed issue and the full dividend requirements for three years on all shares of $100 Cumulative Preferred Stock and Cumulative Preferred Stock and all other stock, if any, ranking senior to or on a parity with the $100 Cumulative Preferred Stock and the Cumulative Preferred Stock to be outstanding at the date of such proposed issue, including the shares then proposed to be issued but excluding any such indebtedness and borrowings and any such shares proposed to be retired in connection with such issue;

provided, however, that no such consent of the holders of the $100 Cumulative Preferred Stock shall be required if, at or prior to the time when the increase in the authorized amount of the $100 Cumulative Preferred Stock or the Cumulative Preferred Stock or the authorization or creation or increase in the authorized amount of any such parity stock or any such convertible security, or any such sale, lease, conveyance, or parting with control, or the issue of any such additional shares of $100 Cumulative Preferred Stock or Cumulative Preferred Stock or any such senior or parity stock, as the case may be, is to be made, provision is to be made as provided in the third paragraph of subparagraph (d) of this paragraph 2 for the redemption of all shares of $100 Cumulative Preferred Stock at the time outstanding.

(d)    Redemption: Except as otherwise provided in subparagraph (e) of this paragraph 2, the Cumulative Preferred Stock or the $100 Cumulative Preferred Stock of any series may be redeemed, as a whole or in part, at the option of the corporation, by vote of its Board of Directors, at any time or from time to time (subject to any special provisions affecting or limitations on such right to redeem

which may be fixed with respect to any particular series of Cumulative Preferred Stock or $100 Cumulative Preferred Stock), at the applicable redemption price fixed for

such series which shall include an amount equal to all accumulated and unpaid dividends thereon to and including the date of redemption. If less than all the outstanding shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock of any series first issued prior to August 14, 1973, are to be redeemed, the shares to be redeemed shall be determined prior to the time of each such partial redemption by lot in such manner as the Board of Directors may prescribe. If less than all the outstanding shares of the Cumulative Preferred Stock or $100 Cumulative Preferred Stock of any series first issued on or subsequent to August 14, 1973, are to be redeemed, the shares to be redeemed shall be determined prior to the time of each such partial redemption either by lot in such manner as the Board of Directors may prescribe or, in the alternative at the discretion of the Board of Directors, pro rata to the nearest whole share.

Notice of every redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock shall be given by the corporation by causing a notice thereof to be published in a newspaper printed in the English language and published and of general circulation in the City of Los Angeles, California, and in one such newspaper published and of general circulation in the Borough of Manhattan, the City of New York, New York, in each instance at least once a week for two (2) successive weeks and in each instance on any day of the week, commencing not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption. It shall be the duty of the corporation to mail a copy of such notice, postage prepaid, to each holder of record of the shares to be redeemed as of the record date, addressed to such holder at his address appearing on the books of the corporation, not earlier than sixty (60) nor later than thirty (30) days before the date fixed for redemption, but the failure to mail such notice as aforesaid shall not invalidate the redemption of such shares. The publication of notice in accordance with the foregoing procedure may be dispensed with in the discretion of the Board of Directors in any case where it determines that the outstanding shares of any series of Cumulative Preferred Stock or $100 Cumulative Preferred Stock are held by no more than ten (10) holders of record, but in any such case, the copy of such notice of redemption specified above shall be delivered by messenger or mailed by registered or certified mail to the address and within the times specified above.

If the corporation shall deposit on or prior to any date fixed for redemption of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to publish the notice of redemption thereof (or to complete such publication if theretofore commenced) and to pay on and after the date fixed for redemption or such earlier date as the Board of Directors may determine, to the respective holders of such shares, the redemption price thereof upon the surrender of their share certificates, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest, upon surrender of their certificates therefor, and the right to exercise, on or before the date fixed for redemption, any right to convert or exchange said shares which may then exist.

Any moneys deposited by the corporation pursuant to this subparagraph (d) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the corporation forthwith. Any other moneys

deposited by the corporation pursuant to this subparagraph (d) and unclaimed at the end of six years from the date fixed for redemption shall be repaid to the corporation upon its request expressed in a resolution of its Board of Directors.

(e)Miscellaneous: If at any time dividends on any of the outstanding shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, or on any shares of stock of any class ranking on a parity with the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, shall be in default, thereafter and until all arrears in payment of quarterly dividends on the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock have been paid, or deposited with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000) in trust for payment on or before the next succeeding dividend payment date, the corporation shall not redeem less than all of the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock at the time outstanding and shall not purchase or otherwise acquire for value any Cumulative Preferred Stock or $100 Cumulative Preferred Stock except in accordance with offers made to all holders of Cumulative Preferred Stock and $100 Cumulative Preferred Stock, which offers shall bear a reasonably proportional relationship to the par values and market prices per share of the respective classes.

Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the Cumulative Preferred Stock are outstanding, no particular series of the Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.

Except when required by law and except as otherwise provided in this Article, or as may be fixed with respect to any particular series, whenever shares of two or more series of the $100 Cumulative Preferred Stock are outstanding, no particular series of the $100 Cumulative Preferred Stock of all series shall be entitled to vote or consent as a separate series on any matter and all shares of $100 Cumulative Preferred Stock of all series shall be deemed to constitute but one class for any purpose for which a vote or consent of the shareholders by classes may now or hereafter be required.

Any shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock, as the case may be, of the corporation, and may thereafter be reissued by the Board of Directors in the same manner as any other authorized and unissued shares of Cumulative Preferred Stock or $100 Cumulative Preferred Stock.

Neither the consolidation or merger of the corporation nor the sale or transfer of all or a part of its assets nor the expropriation, condemnation or seizure of all or a part of its assets by any governmental body or authority shall be deemed a liquidation, dissolution or winding up of the affairs of the corporation within the meaning of this paragraph 2.

3.PREFERENCE STOCK. Shares of the Preference Stock may be issued from time to time in one or more series. To the extent not prohibited by law, the Board of Directors is authorized (i) to fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any

wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series. Whenever in this paragraph 3 the Board of Directors is authorized to “fix,” “determine,” “alter,” “increase” or “decrease” the number of shares, designation, rights, preferences, privileges or restrictions of any series of the Preference Stock, the Board of Directors (including any committee thereof) shall take such action by resolution, but such resolution may specify any of the foregoing matters by reference to indexes, formulas, conversion rates or other objectively ascertainable criteria.

4.COMMON STOCK: Subject to the preferential rights above provided in this Article, or granted pursuant to this Article, with respect to the Cumulative Preferred Stock, the $100 Cumulative Preferred Stock and the Preference Stock, the Common Stock and/or the holders thereof shall have the following dividend rights, liquidation rights and voting rights:

(a)Dividend Rights: The holders of the Common Stock shall be entitled to dividends when and as declared by the Board of Directors out of any funds legally available therefor, in such amounts and at such times as the Board of Directors may from time to time determine.

(b)Liquidation Rights: In the event of any liquidation, dissolution or winding up, whether voluntary or involuntary, of the corporation, the remaining assets and funds of the corporation shall be distributed ratably to the holders of the Common Stock.

(c)Voting Rights: The Common Stock shall be entitled to voting rights on the basis of one vote per share.

Seventh: BUSINESS COMBINATIONS:

1.In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph 2 of this Article Seventh, none of the following transactions shall be consummated unless and until such transaction shall have been approved by the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding shares of stock of the corporation entitled to vote generally in the election of directors (the “Voting Stock”), voting together as a single class (it being understood that for purposes of this Article Seventh, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article Sixth of these Articles of Incorporation):

(a)any merger or consolidation of the corporation or any Subsidiary (as hereinafter defined) with (i) any Interested Shareholder (as hereinafter defined) or (ii) any other corporation (whether or not itself an Interested Shareholder) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of an Interested Shareholder; or

(b)any sale, lease, exchange, mortgage, pledge, transfer or other disposition (in one transaction or a series of related transactions) to or with any Interested Shareholder or any Affiliate of any Interested Shareholder of any assets of the corporation or any Subsidiary having an aggregate

Fair Market Value (as hereinafter defined) of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; or

(c)the issuance or transfer by the corporation or any Subsidiary (in one transaction or a series of related transactions) of any securities of the corporation or any Subsidiary to any Interested Shareholder or any Affiliate of any Interested Shareholder having an aggregate Fair Market Value (as hereinafter defined) of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; or

(d)the adoption of any plan or proposal for the spin-off, split-off or split-up of the corporation or any material Subsidiary proposed by or on behalf of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

(e)any reclassification of any securities of the corporation (including any reverse stock split), any recapitalization of the capital stock of the corporation, any merger or consolidation of the corporation with or into any of its Subsidiaries, or any other transaction (whether or not with or involving any Interested Shareholder), which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of stock or series thereof of the corporation or of any Subsidiary directly or indirectly Beneficially Owned (as hereinafter defined) by any Interested Shareholder or as a result of which the shareholders of the corporation would cease to be shareholders of a corporation incorporated under the laws of the State of California having, as parts of its articles of incorporation, provisions to the same effect as this Article Seventh; or

(f)any agreement, contract or other arrangement providing for any of the transactions described in the foregoing paragraphs (a) through (e).

The term “Business Combination” as used in this Article Seventh shall mean any transaction or proposed transaction which is referred to in any one or more of the foregoing subparagraphs (a) through (f) of this paragraph 1.

2.The provisions of paragraph 1 of this Article Seventh shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote of shareholders, if any, as is required by law and any other provision of any Article hereof, if such Business

Combination has been approved by at least a majority of the Disinterested Directors (as hereinafter defined) at the time or if all the conditions specified in the following subparagraphs (a), (b), (c), (d), (e) and (f) are satisfied:

(a)The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of any consideration other than cash to be received per share by holders of Common Stock in such Business Combination shall be at least equal to the higher of the following:

(1)(if applicable) the Highest Per Share Price (as hereinafter defined) paid in order to acquire any shares of Common Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (x) within the two-year period immediately prior to the first public announcement of the proposal of the

Business Combination (the “Announcement Date”) or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; and

(2)the Fair Market Value per share of Common Stock on the Announcement Date or on the date on which the Interested Shareholder became an Interested Shareholder (such later date is referred to in this Article Seventh as the “Determination Date”), whichever is higher.

(b)The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Business Combination of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Voting Stock other than the Common Stock shall be at least equal to the highest of the following (it being intended that the requirements of this subparagraph (b) shall be required to be met with respect to every such class or series of outstanding Voting Stock, whether or not the Interested Shareholder beneficially owns any shares of a particular class or series of Voting Stock):

(1)(if applicable) the Highest Per Share Price (as hereinafter defined) paid in order to acquire any shares of such class or series of Voting Stock beneficially owned by the Interested Shareholder which were acquired beneficially by such Interested Shareholder (x) within the two-year period immediately prior to the Announcement Date or (y) in the transaction in which it became an Interested Shareholder, whichever is higher; and

(2)(if applicable) the highest preferential amount per share to which the holders of shares of such class or series of Voting Stock are entitled in the event of any voluntary or involuntary liquidation, dissolution or winding up of the corporation; and

(3)the Fair Market Value per share of such class or series of Voting Stock on the Announcement Date or on the Determination Date, whichever is higher.

(c)The consideration to be received by holders of a particular class or series of outstanding Voting Stock (including Common Stock) shall be in cash or in the same form as the Interested Shareholder has previously paid in order to acquire beneficially shares of such class or series of Voting Stock that are beneficially owned by the Interested Shareholder and, if the Interested Shareholder beneficially owns shares of any class or series of Voting Stock that were acquired with varying forms of consideration, the form of consideration to be received by holders of such class or series of Voting Stock shall be either cash or the form used to acquire beneficially the largest number of shares of such class or series of Voting Stock beneficially acquired by it prior to the Announcement Date. The price determined in accordance with paragraphs 2(a) and 2(b) shall be subject to appropriate adjustment in the event of any stock dividend, stock split, combination of shares or similar event.

(d)After such Interested Shareholder has become an Interested Shareholder and prior to the consummation of such Business Combination: (i) except as approved by at least a majority of the Disinterested Directors, there shall have been no failure to declare and pay at the regular dates therefor the full amount of any dividends (whether or not cumulative) payable on any class or series

of stock having a preference over the Common Stock as to dividends or upon liquidation; (ii) there shall have been (x) no reduction in the annual rate of dividends paid on the Common Stock (except as necessary to reflect any subdivision of the Common Stock), except as approved by at least a majority of the Disinterested Directors, and (y) an increase in such annual rate of dividends (as necessary to prevent any such reduction) in the event of any reclassification (including any reverse

stock split), recapitalization, reorganization or any similar transaction which has the effect of reducing the number of outstanding shares of the Common Stock, unless the failure to increase such annual rate was approved by at least a majority of the Disinterested Directors; and (iii) such Interested Shareholder shall have not become the beneficial owner of any additional shares of Voting Stock except as part of the transaction which results in such Interested Shareholder becoming an Interested Shareholder or as a result of a pro rata stock dividend or stock split.

(e)After such Interested Shareholder has become an Interested Shareholder, such Interested Shareholder shall not have received the benefit, directly or indirectly (except proportionally as a shareholder), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(f)A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (or any subsequent provisions replacing such Act, rules or regulations) shall be mailed to public shareholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions).

3.    For the purposes of this Article Seventh:

(a)A “person” shall mean any individual, firm, corporation or other entity.

(b)    “Interested Shareholder” shall mean any person or group (other than this

corporation or any Subsidiary or any compensation plan or any benefit plan of this corporation or any Subsidiary or any trustee of, or fiduciary with respect to, any such plan when acting in such capacity, or any corporation formed pursuant to a resolution of the Board of Directors of this corporation which was approved by at least a majority of the Disinterested Directors as defined hereinafter) who or which:

(1)        is the Beneficial Owner, directly or indirectly, of more than ten percent (10%) of the voting power of the outstanding Voting Stock;

(2)is an Affiliate of the corporation and at any time within the two-year period immediately prior to the date in question was the Beneficial Owner, directly or indirectly, of ten percent (10%) or more of the voting power of the then outstanding Voting Stock; or

(3)is an assignee of or has otherwise succeeded to any shares of Voting Stock representing more than one percent (1%) of the voting power of the outstanding Voting Stock, which shares were at any time within the two-year period immediately prior to the date in question beneficially owned by any Interested Shareholder, if such assignment or succession shall have occurred in the course of a transaction or series of transactions not involving a public offering within the meaning of the Securities Act of 1933.

(c)A person shall be a “Beneficial Owner” of any Voting Stock:

(1)    which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or

(2)which such person or any of its Affiliates or Associates has (i) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding or upon the exercise of

conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote or direct the vote pursuant to any agreement, arrangement or understanding; or

(3)    which are beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purposes of acquiring, holding, voting or disposing of any shares of Voting Stock.

(d)        For the purposes of determining whether a person is an Interested Shareholder pursuant to subparagraph (b) of paragraph 3 of this Article Seventh, the number of shares of Voting Stock deemed to be outstanding shall include shares deemed owned through application of subparagraph (c) of paragraph 3 of this Article Seventh but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding or upon exercise of conversion rights, warrants or options, or otherwise.

(e)        The term “Affiliate,” used to indicate a relationship to a specified person, means a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such specified person.

(f)The term “Associate,” used to indicate a relationship with a specified person, means (i) any corporation, partnership or other organization of which such specified person is an officer or partner (ii) any trust or other estate in which such specified person has a substantial beneficial interest or as to which such specified person serves as trustee or in a similar fiduciary capacity, (iii) any relative or spouse of such specified person, or any relative of such spouse, who has the same home as such specified person or who is a director or officer of the Corporation or any of its parents or subsidiaries and (iv) any person who is a director, officer or partner of such specified person or of any corporation (other than the corporation or any wholly-owned Subsidiary of the corporation), partnership or other entity which is an Affiliate of such specified person.

(g)    “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the corporation or by a Subsidiary of the corporation or by the corporation and one or more Subsidiaries; provided, however, that for the purposes of the definition of Interested Shareholder set forth in paragraph (b) of paragraph 3 of this Article Seventh the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the corporation.

(h)“Disinterested Director” means any member of the Board of Directors of the corporation who was a member of the Board of Directors of the corporation on April 16, 1987, or who became a member of the Board of Directors of the corporation subsequent to that time and who is unaffiliated with, and not a nominee or representative of, an Interested Shareholder and who is recommended to succeed a Disinterested Director by at least a majority of Disinterested Directors then on the Board of Directors. Any reference to “Disinterested Directors” shall refer to a single

Disinterested Director if there be but one. Any reference under this Article Seventh to an approval, designation or determination by “a majority of the Disinterested Directors” of the Board of Directors shall mean such approval, designation or determination by not less than a majority of the Disinterested Directors then serving on the Board of Directors.

(i)“Fair Market Value” means: (i) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape, for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing sales price or bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations Systems or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by at least a majority of the Disinterested Directors in good faith, in each case with respect to any class of stock, appropriately adjusted for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock; and (ii) in the case of stock of any class or series which is not traded on any United States registered securities exchange nor in the over-the-counter market or in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by at least a majority of the Disinterested Directors in good faith; and such determination by the Disinterested Directors shall be conclusive and binding for all purposes of this Article Seventh.

(j)References to “Highest Per Share Price” with respect to any class of stock, means the highest amount of consideration paid for a share of such stock (including, without limitation, any brokerage commissions, transfer taxes and soliciting dealers' fees) and shall reflect an appropriate adjustment for any dividend or distribution in shares of such stock or any stock split or reclassification of outstanding shares of such stock into a greater number of shares of such stock or any combination or reclassification of outstanding shares of such stock into a smaller number of shares of such stock.

(k)In the event of any Business Combination in which the corporation survives, the phrase “consideration other than cash to be received” as used in subparagraphs (a) and (b) of paragraph 2 of this Articles Seventh shall include the shares of Common Stock and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.

4.At least a majority of the Disinterested Directors of the corporation shall have the power and duty to make a good faith determination, on the basis of information known to them, of all facts necessary to determine compliance with this Article Seventh, including without limitation:

(a)whether a person is an Interested Shareholder;

(b)the number of shares of Voting Stock beneficially owned by any person;

(c)whether a person is an Affiliate or Associate of another;

(d)whether the assets which are the subject of any Business Combination, or the securities issued or transferred by the corporation or any Subsidiary in any Business Combination, have an aggregate Fair Market Value of more than ten percent (10%) of the total book value of the assets of the corporation and its consolidated subsidiaries as shown on the most recently available quarterly consolidated balance sheet of the corporation; and

(e)whether the requirements of paragraph 2 of this Article Seventh have been met.

Such determination by a majority of the Disinterested Directors shall be conclusive and binding for all purposes of this Article Seventh.

5.Nothing contained in this Article Seventh shall be construed to relieve any Interested

Shareholder from any fiduciary obligation imposed by law.

6.The fact that a Business Combination complies with the provisions of Section 2 of this Article Seventh shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the shareholders of the corporation.

7.In addition to any affirmative vote required by law of these Articles of Incorporation, a proposal that the provisions of this Article Seventh be altered, amended or repealed in any respect, or any provision inconsistent therewith be adopted, shall require either (i) the affirmative vote of the holders of at least eighty percent (80%) of the voting power of the then outstanding Voting Stock voting together as a single class or (ii) approval by at least a majority of the Disinterested Directors and the affirmative vote of the holders of at least fifty percent (50%) of the voting power of the then outstanding Voting Stock together as a single class.

Eighth: LIMITATION ON LIABILITY OF DIRECTORS AND AUTHORITY TO INDEMNIFY AGENTS:

1.The liability of directors of the corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

2.The corporation is authorized to provide indemnification of agents (as defined in

Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, vote of shareholders or disinterested directors, or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in

Section 204 of the California Corporations Code.

Ninth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.32% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.32% Series, which is attached hereto as Exhibit A is hereby incorporated by reference as Article Ninth of these Articles of Incorporation.

Tenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.08% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.08% Series, which is attached hereto as Exhibit B is hereby incorporated by reference as Article Tenth of these Articles of Incorporation.

Eleventh: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.24% SERIES: The Certificate of Determination of Preferences of the Cumulative

Preferred, 4.24% Series, which is attached hereto as Exhibit C is hereby incorporated by reference as Article Eleventh of these Articles of Incorporation.

Twelfth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE CUMULATIVE PREFERRED STOCK, 4.78% SERIES: The Certificate of Determination of Preferences of the Cumulative Preferred Stock, 4.78% Series, which is attached hereto as Exhibit D is hereby incorporated by reference as Article Twelfth of these Articles of Incorporation.

Thirteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES A PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series A Preference Stock, which is attached hereto as Exhibit E is hereby incorporated by reference as Article Thirteenth of these Articles of Incorporation.

Fourteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES B PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series B Preference Stock, which is attached hereto as Exhibit F is hereby incorporated by reference as Article Fourteenth of these Articles of Incorporation.

Fifteenth: CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES C PREFERENCE STOCK: The Certificate of Determination of Preferences of the Series C Preference Stock, which is attached hereto as Exhibit G is hereby incorporated by reference as Article Fifteenth of these Articles of Incorporation.”

This Certificate of Restated Articles of Incorporation does not itself alter or amend the Articles of Incorporation of Southern California Edison Company in any respect; provided however, that all of the shares of $100 Cumulative Preferred Stock, 7.23% Series and 6.05% Series, have been reacquired and, pursuant to California Corporations Code Section 510, references to such series have been deleted. The Board of Directors of Southern California Edison Company has approved this Certificate of Restated Articles of Incorporation.

IN WITNESS WHEREOF, the undersigned have executed this certificate on this 1st day of March, 2006

Robert C. Boada

Vice President and Treasurer

of Southern California Edison Company

Barbara E. Mathews

Vice President, Associate General Counsel. Chief

Governance Officer and Corporate Secretary of

Southern California Edison Company

DECLARATION

The undersigned ROBERT C. BOADA and BARBARA E. MATHEWS, the Vice President and Treasurer, and Vice President, Associate General Counsel, Chief Governance Officer and Corporate Secretary, respectively, of Southern California Edison Company, each declares under penalty of perjury under the laws of the State of California that the matters set forth in the foregoing certificate are true and correct of his own knowledge.

Executed at Rosemead, California on this 1st day of March, 2006.

Robert C. Boada

Vice President and Treasurer

of Southern California Edison Company

Barbara E. Mathews

Vice President, Associate General Counsel. Chief

Governance Officer and Corporate Secretary of

Southern California Edison Company

EXHIBIT A

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.32% Series

We, the undersigned, being the President and the Secretary, respectively, of Southern California Edison Company (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California,

DO HEREBY CERTIFY:

First: The Articles of Incorporation of the corporation, as amended, authorize the issue of 6,000,000 shares of Cumulative Preferred Stock: which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

Second: The Board of Directors of the corporation at a meeting duly called and held on May 6, 1947, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock: 4.32% Series:

“Resolved, that 1,653,429 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of the corporation, be and hereby are determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.32% Series; and further

Resolved, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and thirty-two one-hundredths per centum (4.32%) per annum of the par value of the shares thereof. Dividends on such series, when and as declared, shall be payable quarterly on March 31, June 30, September 30 and December 31.

(B) The redemption price from time to time of such series shall be: twenty-nine and 50/100 dollars ($29.50) per share if redeemed on or before May 31, 1952; twenty-nine and 25/100 dollars ($29.25) per share if redeemed thereafter and on or before May 31, 1957; twenty-nine and 00/100 dollars ($29.00) per share if redeemed thereafter and on or before May 31, 1962; and twenty-eight and 75/100 dollars ($28.75) per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to such series in the event of voluntary, liquidation, dissolution or winding up of the affairs of the corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid

dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison Company and signed by, W. C. Mullendore, its President. and O. V. Showers, its Secretary, this 6th day of May, 1947.

W. C. MULLENDORE

-------------------------------

(W. C. Mullendore)

President of Southern California

Edison Company.

O. V. SHOWERS

-------------------------------

(O. V. Showers)

Secretary of Southern California

Edison Company.

STATE OF CALIFORNIA)

) ss: COUNTY OF LOS ANGELES)

On this 6th day of May, 1947, before me, Barbara Rowe, a Notary Public in and for said County and State, residing therein, duly commissioned and sworn, personally appeared W. C. MULLENDORE, known to me to be the President and O. V. SHOWERS, known to me to be the Secretary, of SOUTHERN CALIFORNIA EDISON COMPANY, the corporation referred to in the foregoing certificate, and known to me to be the persons who executed said certificate as such officers, respectively, and acknowledged to me that they executed the same.

WITNESS my hand and official seal.

BARBARA ROWE

---------------------------------

Notary Public in and for said

County and State.

My Commission Expires June 5, 1950.

EXHIBIT B

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.08% Series

We, the undersigned, being the President and the Secretary, respectively, of Southern California Edison Company (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California,

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of 6,000,000 shares of Cumulative Preferred Stock which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

SECOND: The Board of Directors of the corporation at a meeting duly called and held an May 16,

1950, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.08% Series, consisting of 1,000,000 shares, none of the shares of such series having been issued:

“RESOLVED, that 1,000,000 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of this corporation be and are hereby determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.08% Series; and

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and 8/100 per centum (4.08%) per annum of the

par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August, and November, respectively,

(B) The redemption price from time to time of such series shall be: $26.25 per share if redeemed on or before May 31, 1955; $26.00 per share if redeemed thereafter and on or before May 31, 1960; $25.75 per share if redeemed thereafter and on or before May 31, 1965; and $25.50 per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to shares of such series in the event of voluntary liquidation, dissolution or winding up of the affairs of this corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for

such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison

Company and signed W. C. Mullendore, its President, and T. J. Gamble, its Secretary, this 16th day of May,

1950.

W. C. MULLENDORE

-------------------------------

(W. C. Mullendore)

President of Southern California

Edison Company

(CORPORATE SEAL)

T. J. GAMBLE

-------------------------------

(T. J. Gamble)

Secretary, of Southern California

Edison Company

STATE OF CALIFORNIA)

)ss. COUNTY OF LOS ANGELES)

W. C Mullendore and T. J. Gamble, being first duly sworn, each for himself deposes and says:

That W. C. Mullendore is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J. Gamble is, and was at all of said times, the Secretary of said corporation; that each has read said Certificate and that the matters set forth therein are true of his own knowledge, and that the signatures purporting to be the signatures of said President and Secretary thereto are the genuine signatures of said President and Secretary, respectively.

W. C. MULLENDORE

---------------------------------

(W. C. Mullendore)

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 16th day of May, 1950.

BARBARA ROWE

------------------------------------

Notary Public in and for the County of Los Angeles, State of California.

(NOTARIAL SEAL)

MY COMMISSION EXPIRES JUNE 5, 1950.

EXHIBIT C

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preference of the

Cumulative Preferred Stock, 4.24% Series

We, the undersigned, being the President and the Secretary, respectively, of Southern California Edison Company (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California,

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of

6,000,000 shares of Cumulative Preferred Stock which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

SECOND: The Board of Directors of the corporation at a meeting duly called and held on

February 4, 1956, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.24% Series, consisting of 1,200,000 shares, none of the shares of such series having been issued:

“RESOLVED, that 1,200,000 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of this corporation be and are hereby determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.24% Series; and

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed, respectively, as follows:

(A) The dividend rate of such series shall be four and 24/100 per centum (4.24%) per annum of the par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August and November, respectively.

(B) The redemption price from time to time of such series shall be: $26.60 per share if redeemed on or before May 31, 1961; $26.30 per share if redeemed thereafter and on or before May 31, 1966; $26.05 per share if

redeemed thereafter and on or before May 31, 1971; and $25.80 per share if redeemed thereafter: together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to shares of such series in the event of voluntary liquidation, dissolution or winding up of the affairs of this corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for

such voluntary liquidation, dissolution or winding up, including in amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison Company and signed by Harold Quinton, its President, and T. J. Gamble, its Secretary, this 14th day of February, 1956.

HAROLD QUINTON

---------------------------------

(Harold Quinton)

President of Southern California

Edison Company

(CORPORATE SEAL)

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Secretary of Southern California

Edison Company

STATE OF CALIFORNIA)

)ss. COUNTY OF LOS ANGELES)

Harold Quinton and T. J. Gamble, being first duly sworn, each for himself deposes and says:

That Harold Quinton is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J.

Gamble is, and was at all of said times, the Secretary of said corporation; that each has read said Certificate and that the matters set forth therein are true of his own knowledge, and that the signatures purporting to be the

signatures of said President and Secretary thereto are the genuine signatures of said President and Secretary, respectively.

HAROLD QUINTON

------------------------------------

(Harold Quinton)

T. J. GAMBLE

------------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 14th day of February, 1956.

BARBARA ROWE

------------------------------------

Notary Public in and for the County of Los Angeles, State of California.

(NOTARIAL SEAL)

My Commission Expires June 14, 1958.

EXHIBIT D

SOUTHERN CALIFORNIA EDISON COMPANY

Certificate of Determination of Preferences of the

Cumulative Preferred Stock, 4.78% Series

We, the undersigned, being the President and the Secretary, respectively, of Southern California Edison Company (hereinafter called the “corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California,

DO HEREBY CERTIFY:

FIRST: The Articles of Incorporation of the corporation, as amended, authorize the issue of

6,000,000 shares of Cumulative Preferred Stock which may be issued from time to time in one or more series, and authorize the Board of Directors, within the limitations and restrictions stated therein, to fix or alter, from time to time, the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in such Articles), redemption price and/or the liquidation preferences of any wholly unissued series of Cumulative Preferred Stock, and to fix the number of shares constituting any unissued series.

SECOND: The Board of Directors of the corporation at a meeting duly called and held on February 10, 1958, in the City of Los Angeles, California, at which meeting a quorum was present and acting throughout did duly adopt the following resolutions authorizing and providing for the creation of a series of said Cumulative Preferred Stock to be known as Cumulative Preferred Stock, 4.78% Series, consisting of 1,000,000 shares, none of the shares of such series having been issued:

“RESOLVED, that 1,000,000 shares of the presently authorized but unissued Cumulative Preferred Stock of the par value of twenty-five dollars ($25) each of this corporation be and are hereby determined to be and shall be of a series of said Cumulative Preferred Stock hereby designated as the Cumulative Preferred Stock, 4.78% Series; and

“RESOLVED FURTHER, that the dividend rate, redemption price and voluntary liquidation preferences of shares of such series be and the same are hereby fixed respectively, as follows:

(A) The dividend rate of such series shall be four and 78/100 per centum (4.78%) per annum of

the par value of the shares thereof. Dividends on such series when and as declared shall be payable quarterly on the last days of February, May, August and November, respectively.

(B) The redemption price from time to time of such series shall be: $27.30 per share if redeemed on or before February 28, 1963; $26.55 per share if redeemed thereafter and on or before February 29, 1968;

$26.05 per share if redeemed thereafter and on or before February 28, 1973; and $25.80 per share if redeemed thereafter; together, in each case, with an amount equal to all accumulated and unpaid dividends to and including the date of redemption.

(C) The liquidation preferences payable with respect to shares of such series in the event of voluntary liquidation, dissolution or winding up of the affairs of this corporation shall be the same as the redemption price for shares of such series current on the date of the commencement of the proceedings for

such voluntary liquidation, dissolution or winding up, including an amount equal to all accumulated and unpaid dividends thereon to and including the date of distribution or payment.”

IN WITNESS WHEREOF this certificate is made under the seal of said Southern California Edison Company and signed by Harold Quinton, its President, and T. J. Gamble, its Secretary, this 10th day of February 1958.

HAROLD QUINTON

---------------------------------

(Harold Quinton)

President of Southern California

Edison Company

T. J. GAMBLE

---------------------------------

(T. J. Gamble)

Secretary of

Southern California Edison Company

STATE OF CALIFORNIA)

)ss. COUNTY OF LOS ANGELES )

Harold Quinton and T. J. Gamble, being first duly sworn, each for himself deposes and says:

That Harold Quinton is and was at all of the times mentioned in the foregoing Certificate, the

President of Southern California Edison Company, the California corporation therein mentioned, and T. J.

Gamble is, and was at all of said times, the Secretary of said corporation; that each has read said Certificate and that the matters set forth therein are true of his own knowledge, and that the signatures purporting to be the signatures of said President and Secretary thereto are the genuine signatures of said President and Secretary, respectively.

HAROLD QUINTON

------------------------------------ (Harold Quinton)

T. J. GAMBLE

------------------------------------

(T. J. Gamble)

Subscribed and sworn to before me this 10th day of February, 1958.

BARBARA ROWE

------------------------------------

Notary Public in and for the County

of Los Angeles, State of California

(NOTARIAL SEAL)

My Commission Expires June 14, 1958.

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES A PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and Treasurer and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Executive Committee of the Board of Directors at a meeting duly held on April 20, 2005, in the City of Rosemead, State of California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series A Preference Stock, consisting of 4,000,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 4,000,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series A Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)The holders of record of the Series A Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including

April 27, 2005 and will be payable on January 31, April 30, July 31 and October 31 of each year (each, a “Dividend Payment Date”), commencing July 31, 2005. Through April 30, 2010, the annual rate of

dividends will be 5.349% of the Liquidation Preference. After April 30, 2010, the annual rate of dividends will be the Applicable Rate from time to time in effect. The Applicable Rate per annum for each dividend period beginning after April 30, 2010 is described below in Section 1(b). If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series A Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. The amount of dividends per share payable on the initial Dividend Payment Date and at redemption will be calculated to the fourth digit after the decimal point. “Liquidation Preference” means $100 per share of Series A Preference Stock..

(b)Determination of the Applicable Rate.

(i)For each dividend period beginning after April 30, 2010, the Calculation Agent (as defined below) shall calculate the Applicable Rate and the amount of dividends payable on each quarterly Dividend Payment Date. Promptly upon such determination, the Calculation Agent shall notify us of the Applicable Rate for such dividend period. The Applicable Rate determined by the Calculation Agent, absent manifest error, shall be binding and conclusive upon the beneficial owners and Holders of the Series A Preference Stock and us.

(ii)The “Applicable Rate” for any dividend period will be 1.45% plus the highest of the 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT (each as defined below and collectively referred to as the “Benchmark Rates”) for such dividend period. In the event that the Calculation Agent determines in good faith that for any reason:

(1)any one of the Benchmark Rates cannot be determined for any dividend period, the Applicable Rate for such dividend period will be equal to the higher of whichever two of such rates can be so determined;

(2)only one of the Benchmark Rates can be determined for any dividend period, the Applicable Rate for such dividend period will be equal to whichever such rate can be so determined; or

(3)none of the Benchmark Rates can be determined for any dividend period, the Applicable Rate for the preceding dividend period will be continued for such dividend period.

(iii)The “3-month LIBOR Rate” means, for each dividend period, the arithmetic average of the daily quotes for deposits for U.S. Dollars having a term of three months for the preceding two full weeks, as published on each Business Day during the relevant Calendar Period (as defined below) immediately preceding the dividend period for which the Applicable Rate is being determined. Such quotes will be taken from the Bloomberg interest rate page most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) at approximately 11:00 a.m. London time on the relevant date. If such

rate does not appear on the Bloomberg interest rate page (currently found on page “BBAM”) most nearly corresponding to Telerate Page 3750 (or such other page as may replace such page for the purpose of displaying comparable rates) on the Dividend Determination Date (as defined below), the 3-month LIBOR Rate will be the arithmetic mean of the rates quoted by each of Citigroup Global Markets Inc., Lehman Brothers Inc. and J.P.

Morgan Securities Inc., or their successors, at approximately 11:00 a.m., New York City time, on the Dividend Determination Date for loans in U.S. Dollars to leading European banks for a period of three months.

(iv)The “10-year Treasury CMT” means the rate determined in accordance with the following provisions:

(1)With respect to any Dividend Determination Date and the dividend period that begins immediately thereafter, the 10-year Treasury CMT means the rate displayed on the Bloomberg interest rate page (currently found on page “H15T10Y Index,” and when calculating the 30-year Treasury CMT, the sum of the rate displayed on the Bloomberg interest rate page currently found on page “H15T20Y Index” and the extrapolation factor found on page “H15TFACT”) most nearly corresponding to Telerate Page 7051 containing the caption “Federal Reserve U.S. H.15 T Note Treasury Constant Maturity” and the column for the Designated CMT Maturity Index (as defined below).

(2)If such rate is no longer displayed on the page described in (1) above, or is not so displayed by 3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the 10-year Treasury CMT for such Dividend Determination Date will be such treasury constant maturity rate for the Designated CMT Maturity Index as is published in H.15(519).

(3)If such rate is no longer displayed on the page described in (2) above, or if not published by 3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the 10-year Treasury CMT for such Dividend Determination Date will be such constant maturity treasury rate for the Designated CMT Maturity Index (or other United States Treasury rate for the Designated CMT Maturity Index) for the applicable Dividend Determination Date with respect to such dividend reset date as may then be published by either the Board of Governors of the Federal Reserve System or the United States Department of the Treasury that the Calculation Agent determines to be comparable to the rate formerly displayed on the Bloomberg interest rate page most nearly corresponding to the Telerate Page 7051 and published in H.15(519).

(4)If such information described in (3) above is not provided by 3:00 p.m., New York City time, on the applicable Dividend Determination Date, then the 10-year Treasury CMT for such Dividend Determination Date will be calculated by the Calculation Agent and will be a yield to maturity, based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on such Dividend Determination Date reported, according to their written records, by three leading primary United States government securities dealers in The City of New York (each, a “Reference Dealer”) (from Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Credit Suisse First Boston LLC and UBS Securities LLC, or their successors (provided that if two or more of the foregoing combine by merger or some other means, then the number of Reference Dealers whose quotes will be considered shall be reduced accordingly), and eliminating the highest quotation (or, in the event of equality, one of the

highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for the most recently issued direct non-callable fixed rate obligations of the United States (“Treasury Debentures”) with an original maturity of

approximately the Designated CMT Maturity Index and a remaining term to maturity of not less than such Designated CMT Maturity Index minus one year.

(5)If the Calculation Agent is unable to obtain three such Treasury Debentures quotations described in (4) above, then the 10-year Treasury CMT for the applicable Dividend Determination Date will be calculated by the Calculation Agent and will be a yield to maturity based on the arithmetic mean of the secondary market offered rates as of approximately 3:30 p.m., New York City time, on the applicable Dividend Determination Date of three Reference Dealers in The City of New York (from Citigroup Global Markets Inc., Lehman Brothers Inc., J.P. Morgan Securities Inc., Credit Suisse First Boston LLC and UBS Securities LLC, or their successors (provided that if two or more of the foregoing combine by merger or some other means, then the number of Reference Dealers whose quotes will be considered shall be reduced accordingly), and eliminating the highest quotation (or, in the event of equality, one of the highest) and the lowest quotation (or, in the event of equality, one of the lowest)), for Treasury Debentures with an original maturity of the number of years that is the next highest to the Designated CMT Maturity Index and a remaining term to maturity closest to the Designated CMT Maturity Index and in an amount of at least $100 million.

(6)If three or four (and not five) of such Reference Dealers are quoting as set forth in (4) and (5) above, then the 10-year Treasury CMT will be based on the arithmetic mean of the offered rates obtained and neither the highest nor lowest of such quotes will be eliminated; provided, however, that if fewer than three Reference Dealers selected by the Calculation Agent are quoting as set forth above, then the 10-year Treasury CMT with respect to the applicable Dividend Determination Date will remain the 10-year Treasury CMT for the immediately preceding dividend period. If two Treasury Debentures with an original maturity as described in the second preceding sentence have remaining terms to maturity equally close to the Designated CMT Maturity Index, then the quotes for the Treasury Debentures with the shorter remaining term to maturity will be used.

(v)The “30-year Treasury CMT” has the meaning specified under the definition of 10-year Treasury CMT, except that the Designated CMT Maturity Index for the 30-year Treasury CMT shall be 30 years.

(vi)The 3-month LIBOR Rate, the 10-year Treasury CMT and the 30-year Treasury CMT shall each be rounded to the nearest hundredth of a percent.

(vii)The Applicable Rate with respect to each dividend period will be calculated as promptly as practicable by the Calculation Agent according to the appropriate method described above.

(viii)Other Definitions. As used in this Section 1, the following terms shall have the following meanings:

(1)“Bloomberg” means Bloomberg Financial Markets Commodities News.

(2)“Business Day” means a day other than (i) a Saturday or Sunday; (ii) a day on which banks in New York, New York are authorized or obligated

by law or executive order to remain closed; or (iii) a day on which our principal executive office is closed for business.

(3)“Calculation Agent” means Wells Fargo Bank, N.A., or any other firm appointed by us, acting as calculation agent.

(4)“Calendar Period” means a period of 180 calendar days.

(5)“Designated CMT Maturity Index” means the original period to maturity of the U.S. Treasury securities (10 years) with respect to which the 10-year Treasury CMT will be calculated.

(6)“Dividend Determination Date” means the second Business Day immediately preceding the first day of the relevant dividend period.

(7)“Telerate Page 3750” means the display designated on page 3750 on MoneyLine Telerate (or such other page as may replace the 3750 page on the service or such other service as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. Dollars deposits).

(8)“Telerate Page 7051” means the display on MoneyLine Telerate (or any successor service), on such page (or any other page as may replace such page on that service), for the purpose of displaying Treasury Constant Maturities as reported in H.15(519).

(c)So long as any shares of Series A Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series A Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series A Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series A Preference Stock in the event that dividends have not been declared or paid or set apart on the Series A Preference Stock in respect of any prior dividend period. If the full dividend on the Series A Preference Stock is not paid for any quarterly dividend period, the Holders of Series A Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series A Preference Stock) for such dividend period.

(d)The Board may, in its discretion, choose to pay dividends on the Series A Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series A Preference Stock).

(e)No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series A Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series A Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series A

Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series A Preference Stock, all dividends declared upon shares of Series A Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series A Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series A Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(f)No dividends may be declared or paid or set apart for payment on any shares of Series A Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series A Preference Stock.

(g)Holders of Series A Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a)Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series A Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series A Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series A Preference Stock for prior dividend periods.

(b)If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series A Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series A Preference Stock, the assets will be distributed to the Holders of Series A Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c)Notwithstanding the foregoing, Holders of Series A Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series A Preference Stock have been paid all amounts to which such classes or series are entitled.

(d)Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be

deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series A Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series A Preference Stock shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)So long as any shares of Series A Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series A Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series A Preference Stock; or

(ii)the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series A Preference Stock.

provided, however, that no such consent of the Holders of the Series A Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series A Preference Stock at the time outstanding.

(b)On matters requiring their consent, the Holders of Series A Preference Stock will be entitled to one vote per share.

4. Redemption

(a)The Series A Preference Stock shall not be redeemable prior to April 30, 2010. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series A Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series A Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the

principal amount of the Series A Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series A Preference Stock are to be redeemed, the Corporation will select the

shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b)In the event the Corporation shall redeem any or all of the Series A Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series A Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series A Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series A Preference Stock being redeemed.

(c)Notice having been given as herein provided, from and after the redemption date, dividends on the Series A Preference Stock called for redemption shall cease to accrue and such Series A Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)The Series A Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series A Preference Stock will have no right to require redemption of any shares of Series A Preference Stock.

(e)Any shares of Series A Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)If the Corporation shall deposit on or prior to any date fixed for redemption of Series A Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

(a)Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5. Rank

The Series A Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series A Preference Stock with respect to

payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series A Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series A Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on April 20, 2005.

Robert C. Boada__________

Robert C. Boada

Vice President and Treasurer

Mary C. Simpson_________

Mary C. Simpson

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on April 20, 2005.

Robert C. Boada__________

Robert C. Boada

Mary C. Simpson_________

Mary C. Simpson

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES B PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and Treasurer and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Executive Committee of the Board of Directors at a meeting duly held on September 14, 2005, in the City of Rosemead, State of California, at which meeting a quorum was present and acting throughout, did duly adopt the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series B Preference Stock, consisting of 2,000,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 2,000,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series B Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)The holders of record of the Series B Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including September 21, 2005 and will be payable on September 30, December 31, March 31 and June 30 of each year (each, a “Dividend Payment Date”), commencing December 31, 2005, at the annual rate of

6.125% of the Liquidation Preference. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series B Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series B Preference Stock.

(b)So long as any shares of Series B Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series B Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series B Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series B Preference Stock in the event that dividends have not been declared or paid or set apart on the Series B Preference Stock in respect of any prior dividend period. If the full dividend on the Series B Preference Stock is not paid for any quarterly dividend period, the Holders of Series B Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series B Preference Stock) for such dividend period.

(c)The Board may, in its discretion, choose to pay dividends on the Series B Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series B Preference Stock).

(d)No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series B Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series B Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series B Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series B Preference Stock, all dividends declared upon shares of Series B Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series B Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series B Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e)No dividends may be declared or paid or set apart for payment on any shares of Series B Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series B Preference Stock.

(f)Holders of Series B Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a)Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series B Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series B Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series B Preference Stock for prior dividend periods.

(b)If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series B Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series B Preference Stock, the assets will be distributed to the Holders of Series B Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c)Notwithstanding the foregoing, Holders of Series B Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series B Preference Stock have been paid all amounts to which such classes or series are entitled.

(d)Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series B Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series B Preference Stock shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)So long as any shares of Series B Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series B Preference Stock at the time outstanding, voting as a single class,

or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to

be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series B Preference Stock; or

(ii)the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series B Preference Stock.

provided, however, that no such consent of the Holders of the Series B Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series B Preference Stock at the time outstanding.

(b)On matters requiring their consent, the Holders of Series B Preference Stock will be entitled to one vote per share.

4. Redemption

(a)The Series B Preference Stock shall not be redeemable prior to September 30, 2010. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series B Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series B Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the principal amount of the Series B Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series B Preference Stock are to be redeemed, the Corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b)In the event the Corporation shall redeem any or all of the Series B Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series B Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series B Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series B Preference Stock being redeemed.

(c)Notice having been given as herein provided, from and after the redemption date, dividends on the Series B Preference Stock called for redemption shall cease to accrue and such Series B Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)The Series B Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series B Preference Stock will have no right to require redemption of any shares of Series B Preference Stock.

(e)Any shares of Series B Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)If the Corporation shall deposit on or prior to any date fixed for redemption of Series B Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

(g)Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5. Rank

The Series B Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series B Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series B Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series B Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on September 14, 2005.

Thomas M. Noonan__________

Thomas M. Noonan

Senior Vice President and Chief

Financial Officer

Mary C. Simpson_________

Mary C. Simpson

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on September 14, 2005.

Thomas M. Noonan_______

Thomas M. Noonan

Mary C. Simpson_________

Mary C. Simpson

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES C PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 17, 2005, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series C Preference Stock, consisting of 2,000,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 2,000,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series C Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)The holders of record of the Series C Preference Stock (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation, or a duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, non-cumulative quarterly cash dividends which will accrue from and including January 24, 2006, and will be payable on January 31, April 30, July 31 and October 31 of each year (each, a “Dividend Payment Date”), commencing April 30, 2006, at the annual rate of 6.00% of the Liquidation

Preference. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as

though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series C Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series C Preference Stock.

(b)So long as any shares of Series C Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series C Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless dividends have been declared and paid or set apart on the Series C Preference Stock for the then-current quarterly dividend period; provided, however, that the foregoing dividend preference shall not be cumulative and shall not in any way create any claim or right in favor of the Holders of Series C Preference Stock in the event that dividends have not been declared or paid or set apart on the Series C Preference Stock in respect of any prior dividend period. If the full dividend on the Series C Preference Stock is not paid for any quarterly dividend period, the Holders of Series C Preference Stock will have no claim in respect of the unpaid amount so long as no dividend (other than those referred to above) is paid on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series C Preference Stock) for such dividend period.

(c)The Board may, in its discretion, choose to pay dividends on the Series C Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series C Preference Stock).

(d)No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series C Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series C Preference Stock for the then-current quarterly dividend period. When dividends are not paid in full upon the Series C Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series C Preference Stock, all dividends declared upon shares of Series C Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series C Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series C Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e)No dividends may be declared or paid or set apart for payment on any shares of Series C Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, prior to the Series C Preference Stock.

(f)Holders of Series C Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2. Liquidation Rights

(a)Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series C Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series C Preference Stock), the Liquidation Value per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, but without accumulation of unpaid dividends on the Series C Preference Stock for prior dividend periods.

(b)If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series C Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series C Preference Stock, the assets will be distributed to the Holders of Series C Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative preferred stock, accumulation of unpaid dividends for prior dividend periods).

(c)Notwithstanding the foregoing, Holders of Series C Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, prior to the Series C Preference Stock have been paid all amounts to which such classes or series are entitled.

(d)Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series C Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series C Preference Stock shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)So long as any shares of Series C Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series C Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon

which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series C Preference Stock; or

(ii)the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series C Preference Stock.

provided, however, that no such consent of the Holders of the Series C Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series C Preference Stock at the time outstanding.

(b)On matters requiring their consent, the Holders of Series C Preference Stock will be entitled to one vote per share.

4. Redemption

(a)The Series C Preference Stock shall not be redeemable prior to January 31, 2011. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series C Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, but without accumulation of unpaid dividends on the Series C Preference Stock for prior dividend periods; provided, however that any redemption that would reduce the principal amount of the Series C Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series C Preference Stock are to be redeemed, the Corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b)In the event the Corporation shall redeem any or all of the Series C Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series C Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series C Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series C Preference Stock being redeemed.

(c)Notice having been given as herein provided, from and after the redemption date, dividends on the Series C Preference Stock called for redemption shall cease to accrue and such Series C

Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)The Series C Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series C Preference Stock will have no right to require redemption of any shares of Series C Preference Stock.

(e)Any shares of Series C Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)If the Corporation shall deposit on or prior to any date fixed for redemption of Series C Preference Stock, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

(g)Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5. Rank

The Series C Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series C Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series C Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series C Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 17, 2006.

Robert C. Boada__________

Robert C. Boada

Vice President

Mary C. Simpson_________

Mary C. Simpson

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on January 17, 2006.

Robert C. Boada__________

Robert C. Boada

Mary C. Simpson_________

Mary C. Simpson

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES D PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on

March 7, 2011, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series D Preference Stock, consisting of 1,250,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 1,250,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series D Preference Stock”; and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series be and the same are hereby fixed, respectively, as follows:

1.    Dividends

(a)    The holders of record of the Series D Preference Stock (each individually a “Holder”, or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including March 10, 2011, and will be payable on March 1, June 1, September 1 and December 1 of each year (each, a “Dividend Payment Date”), commencing June 1, 2011, at the annual rate of 6.50% of the Liquidation Preference. Such dividends shall be cumulative without compounding from the date of issue whether or not earned or declared. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series D Preference Stock for the initial dividend period and any period less than a full dividend period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in such period. “Liquidation Preference” means $100 per share of Series D Preference Stock.

(b)    So long as any shares of Series D Preference Stock shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series D Preference Stock), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series D Preference Stock for the then-current quarterly dividend and all past quarterly dividend periods shall have been declared and paid or set apart.

(c)    The Board may, in its discretion, choose to pay dividends on the Series D Preference Stock without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series D Preference Stock).

(d)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series D Preference Stock for any period unless full dividends have been declared and paid or set apart for payment on the Series D Preference Stock for the then-current quarterly dividend period and all past quarterly dividend periods. When dividends are not paid in full upon the Series D Preference Stock and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series D Preference Stock, all dividends declared upon shares of Series D Preference Stock and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per share of Series D Preference Stock and all such other stock will in

all cases bear to each other the same ratio that accrued dividends per share of Series D Preference Stock (but without, in the case of non-cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(e)    No dividends may be declared or paid or set apart for payment on any shares of Series D Preference Stock if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series D Preference Stock.

(f)    Holders of Series D Preference Stock will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2.    Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding shares of the Series D Preference Stock will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series D Preference Stock), the Liquidation Preference per share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly dividend period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series D Preference Stock for all past quarterly dividend periods.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series D Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Series D Preference Stock, the assets will be distributed to the Holders of Series D Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series D Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series D Preference Stock have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders of Series D Preference Stock will not be entitled to any further participation in any distribution of assets by the Corporation.

3.    Voting Rights

The Series D Preference Stock shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any shares of Series D Preference Stock are outstanding, the consent of the Holders of at least a majority of the Series D Preference Stock at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series D Preference Stock; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series D Preference Stock.

provided, however, that no such consent of the Holders of the Series D Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all shares of Series D Preference Stock at the time outstanding.

(b) On matters requiring their consent, the Holders of Series D Preference Stock will be entitled to one vote per share.

4.    Redemption

(a)    The Series D Preference Stock shall not be redeemable prior to March 1, 2016. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Series D Preference Stock, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, plus unpaid dividends on the Series D Preference Stock for all past quarterly dividend periods, if any; provided, however that any redemption that would reduce the principal amount of the Series D Preference Stock outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding shares of Series D Preference Stock are to be redeemed, the Corporation will select the shares to be redeemed from the outstanding shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b)    In the event the Corporation shall redeem any or all of the Series D Preference Stock as aforesaid, the Corporation will give notice of any such redemption to Holders of Series D Preference Stock not more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder of Series D Preference Stock shall not affect the validity of the proceedings for the redemption of shares of any other Holder of Series D Preference Stock being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series D Preference Stock called for redemption shall cease to accrue and such Series D Preference Stock called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Series D Preference Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders of Series D Preference Stock will have no right to require redemption of any shares of Series D Preference Stock.

(e)    Any shares of Series D Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of Series D Preference Stock, with any bank or trust company having a capital,

surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5.    Rank

The Series D Preference Stock shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series D Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series D Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series D Preference Stock with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on March 7, 2011.

/s/ Robert C. Boada

_____________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

______________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on March 7, 2011.

/s/ Robert C. Boada

_____________________________

Robert C. Boada

/s/ George T. Tabata

______________________________

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES E PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 11, 2012, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series E Preference Stock, consisting of 250,000 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 250,000 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series E Preference Stock” (the “Shares”).

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Shares of such series be and the same are hereby fixed, respectively, as follows:

1.    Dividends

(a)    The holders of record of the Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation (the “Board”), in its sole discretion out of funds legally available therefor, cumulative cash dividends at a rate equal to (1) 6.250% per annum of the Liquidation Preference for each semi-annual dividend period from the issue date of the Shares to, but excluding, February 1, 2022 (the “Fixed Rate Period”), and (2) the three-month LIBOR rate plus 4.199% per annum of the Liquidation Preference, for each quarterly dividend period from February 1, 2022 through the redemption date of the Shares, if any (the “Floating Rate Period”). Such dividends shall be cumulative without compounding or interest from the date of issue whether or not earned or declared. “Liquidation Preference” means $1,000 per Share.

(i)    The dividend rate for each dividend period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London banking day prior to the beginning of the dividend period, which date is the “dividend determination date” for the dividend period. The Calculation Agent then will add three-month LIBOR as determined on the dividend determination date and the applicable spread set forth above. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a dividend period for the Shares will be binding and conclusive. A “London banking day” is any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. The term “three-month LIBOR” means the London interbank offered rate for deposits in U.S. dollars having an index maturity of three months in amounts of at least $1,000,000, as that rate appears on Reuters screen page “LIBOR01” at approximately 11:00 a.m., London time, on the relevant dividend determination date. If no offered rate appears on Reuters screen page “LIBOR01” on the relevant dividend determination date at approximately 11:00 a.m., London time, then the Calculation Agent, after consultation with the Corporation, will select four major banks in the London interbank market and will request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least $1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at that time. If at least two quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. Otherwise, the Calculation Agent will select three major banks in New York City and will request each of them to provide a quotation of the rate offered by it at approximately 11:00 a.m., New York City time, on the dividend determination date for loans in U.S. dollars to leading European banks having an index maturity of three months for the applicable dividend period in an amount of at least $1,000,000 that is representative of single transactions at that time. If three quotations are provided, three-month LIBOR will be the arithmetic average (rounded upward if necessary to the nearest .00001 of 1%) of the quotations provided. Otherwise, three-month

LIBOR for the next dividend period will be equal to three-month LIBOR in effect for the then-current dividend period. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent.

(b)    When, as and if declared by the Board, during the Fixed Rate Period, we will pay dividends on the Shares semi-annually, in arrears, on February 1 and August 1 of each year, beginning on August 1, 2012 and ending on February 1, 2022, and during the Floating Rate Period, we will pay dividends on the Shares quarterly, in arrears, on February 1, May 1, August 1 and November 1 of each year, beginning on May 1, 2022 (each such date, a “Dividend Payment Date”). If any date on which dividends would otherwise be payable is not a Business Day, then the Dividend Payment Date will be the next Business Day without any adjustment to the amount of dividends paid. A “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York, or Los Angeles, California are closed.

(c)    A dividend period is the period from and including a Dividend Payment Date to but excluding the next Dividend Payment Date, except that the initial dividend period will commence on and include the original issue date of the Shares. Dividends payable on the Shares for the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months. Dividends payable on the Shares for the Floating Rate Period will be computed based on the actual number of days in a dividend period and a 360-day year. Dollar amounts resulting from that calculation will be rounded to the nearest cent, with one-half cent being rounded upward.

(d)    Dividends will be payable to Holders on the applicable record date, which shall be a date not exceeding 60 days before the applicable payment date as shall

be fixed by the Board.

(e)    So long as any Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock, nor may any shares of Common Stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Shares for the then-current dividend period and all past dividend periods shall have been declared and paid or set apart.

(f)    The Board may, in its discretion, choose to pay dividends on the Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Shares).

(g)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the

Shares for any period unless full dividends have been declared and paid or set apart for payment on the Shares for the then-current dividend period and all past dividend periods. When dividends are not paid in full upon the Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Shares, all dividends declared upon the Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared per Share of Series E Preference Stock and all such other stock will in all cases bear to each other the same ratio that accrued dividends per share of Series E Preference Stock (but without, in the case of non- cumulative shares, accumulation of unpaid dividends for prior dividend periods) and such other stock bear to each other.

(h)    No dividends may be declared or paid or set apart for payment on any Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Shares.

(i)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest, or any sum in lieu of interest, in respect of any dividend payment.

2.    Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to stockholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current dividend period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Shares for all past dividend periods.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series E Preference Stock and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, on a parity with the Shares, the assets will be distributed to the Holders of Series E Preference Stock and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series E Preference Stock will not be entitled to be paid any amount in respect of a dissolution, liquidation or

winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, the Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3.    Voting Rights

The Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Shares are outstanding, the consent of the Holders of at least a majority of the Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Shares.

provided, however, that no such consent of the Holders of the Series E Preference Stock shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per share.

4.    Redemption

(a)    The Shares shall not be redeemable prior to February 1, 2022. On or after that date, subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation may redeem the Shares, in whole or in part, at any time or from time to time, out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) from the Dividend Payment Date immediately preceding the redemption date to but excluding the redemption date, plus unpaid dividends on the Shares for all past dividend periods, if any; provided, however that any redemption that would reduce the Liquidation Preference of the Shares outstanding to $50 million or less in the aggregate would be restricted to a redemption in whole only. If less than all of the outstanding Shares are to be redeemed, the Corporation will select the Shares to be redeemed from the outstanding Shares not previously called for redemption by lot or pro rata (as nearly as possible) or by any other method that the Board in its sole discretion deems equitable.

(b)    In the event the Corporation shall redeem any or all of the Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Shares of any other Holder being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Shares called for redemption shall cease to accrue and such Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Shares.

(e)    Any Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, a fund sufficient to redeem the Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Shares, the redemption price thereof, then from and after the date of such deposit

(although prior to the date fixed for redemption) such Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Shares to the Holders thereof and thereafter said shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

5.    Rank

The Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.”

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 11, 2012.

/s/ Robert C. Boada

__________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on January 11, 2012.

/s/ Robert C. Boada

___________________________

Robert C. Boada

/s/ George T. Tabata

___________________________

George T. Tabata

CERTIFICATE OF INCREASE IN AUTHORIZED SHARES OF SERIES E PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, do hereby certify pursuant to Section 401(c) of the California Corporations Code:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 11, 2012 resolutions authorizing and providing for the creation of a series of shares of Preference Stock to be known as Series E Preference Stock, such series initially consisting of 250,000 shares.

THIRD: Acting pursuant to the authority designated in the Articles and delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 30, 2012, the following resolutions designating an additional 100,000 shares of Preference Stock as Series E Preference Stock, with the result that the Corporation shall now have authorized an aggregate of 350,000 shares of Series E Preference Stock, all of which shall constitute a single series of Preference Stock:

“NOW, THEREFORE, BE IT RESOLVED, that an additional 100,000 shares of the presently authorized but unissued Preference Stock, no par value, are hereby determined to be and shall be of a series of said Preference Stock designated as the “Series E Preference Stock.”

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of shares of such series shall be as set forth in the Certificate of Determination of Preferences of the Series E Preference Stock, and all such shares shall constitute a single series of Preference Stock.”

FOURTH: The first two paragraphs of the SECOND section of the Certificate of Determination of Preferences of the Series E Preference Stock are hereby amended and restated in their entirety to read as follows:

“SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors has duly adopted the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series E Preference Stock, consisting of 350,000 shares:

NOW, THEREFORE, BE IT RESOLVED, that 350,000 shares of the presently authorized but unissued Preference Stock, no par value, are hereby determined to be and shall be of a series of said Preference Stock hereby designated as the "Series E Preference Stock" (the "Shares")."

FIFTH: The number of shares of Series E Preference Stock outstanding is 250,000 and the amount of the increase in the number of shares constituting Series E Preference Stock is 100,000.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 30, 2012.

/s/ Robert C. Boada

Robert C. Boada

Vice President

/s/ George T. Tabata

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on January 30, 2012.

/s/ Robert C. Boada

Robert C. Boada

/s/ George T. Tabata

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE SERIES F PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on May 11, 2012, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series F Preference Stock, consisting of 200,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 200,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series F Preference Stock” (the “Series F Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series F Shares of such series be and the same are hereby fixed, respectively, as follows:

1.    Dividends

(a)    The holders of record of the Series F Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including May 17, 2012, and, if declared, will be payable on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing September 15, 2012, at the annual rate of 5.625% of the Liquidation Preference. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series F Shares not paid on a Dividend Payment Date and

accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series F Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series F Shares for the initial Dividend Period

and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period. “Liquidation Preference” means $2,500.00 per share of the Series F Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b)    Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)    So long as any Series F Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series F Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series F Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)    The Board may, in its discretion, choose to pay dividends on the Series F Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series F Shares).

(e)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series F Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series F Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series F Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series F Shares, all dividends declared upon the Series F Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series F Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series F Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)    No dividends may be declared or paid or set apart for payment on any Series F Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series F Shares.

(g)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series F Shares which may be in arrears.

2.    Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series F Shares will be entitled to receive out of the assets of the Corporation

or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series F Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series F Shares for all past quarterly Dividend Periods, if any.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series F Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series F Shares, the assets will be distributed to the Holders of Series F Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series F Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series F Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of Series F Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3.    Voting Rights

The Series F Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Series F Shares are outstanding, the consent of the Holders of at least a majority of the Series F Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series F Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series F Shares.

provided, however, that no such consent of the Holders of Series F Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series F Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per Share.

4.    Redemption

(a)    The Series F Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after June 15, 2017 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to June 15, 2017, if the Holder of all the Series F Shares is SCE Trust I or another Delaware

statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series F Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series F Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series F Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series F Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series F Shares to be redeemed from the outstanding Series F Shares not previously called for redemption by lot or pro rata.

(b)    In the event the Corporation shall redeem any or all of the Series F Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series F Shares of any other Holder being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series F Shares called for redemption shall cease to accrue and such Series F Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Series F Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series F Shares.

(e)    Any Series F Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of the Series F Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series F Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series F Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series F Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series F Shares to the Holders thereof and thereafter said Series F Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series F Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series F Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(h)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such terms in the Declaration of Trust of SCE Trust I, a Delaware statutory trust (the “Trust”), to be dated as of May 17, 2012, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5.    Rank

The Series F Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series F Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series F Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series F Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on May 11, 2012.

/s/ Robert C. Boada

Robert C. Boada

Vice President

/s/ George T. Tabata

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on May 11, 2012.

/s/ Robert C. Boada

Robert C. Boada

/s/ George T. Tabata

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES G PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of

that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on January 23, 2013, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series G Preference Stock, consisting of 160,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 160,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series G Preference Stock” (the “Series G Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series G Shares of such series be and the same are hereby fixed, respectively, as follows:

1.    Dividends

(a)    The holders of record of the Series G Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends which will accrue from and including January 29, 2013, and, if declared, will be payable on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing June 15, 2013, at the annual rate of 5.10% of the Liquidation Preference. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series G Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series G Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series G Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. “Liquidation Preference” means $2,500.00 per share of the Series G Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b)    Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)    So long as any Series G Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series G Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series G Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)    The Board may, in its discretion, choose to pay dividends on the Series G Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series G Shares).

(e)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series G Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series G Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series G Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series G Shares, all dividends declared upon the Series G Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series G Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series G Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)    No dividends may be declared or paid or set apart for payment on any Series G Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series G Shares.

(g)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series G Shares which may be in arrears.

2.    Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series G Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series G Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series G Shares for all past quarterly Dividend Periods, if any.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series G

Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series G Shares, the assets will be distributed to the Holders of Series G Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series G Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series G Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of Series G Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3.    Voting Rights

The Series G Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Series G Shares are outstanding, the consent of the Holders of at least a majority of the Series G Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series G Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series G Shares.

provided, however, that no such consent of the Holders of Series G Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series G Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per Share.

4.    Redemption

(a)    The Series G Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after March 15, 2018 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to March 15, 2018, if the Holder of all the Series G Shares is SCE Trust II or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series G Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series G Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series G Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series G Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series G Shares to be redeemed from the outstanding Series G Shares not previously called for redemption by lot or pro rata.

(b)    In the event the Corporation shall redeem any or all of the Series G Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series G Shares of any other Holder being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series G Shares called for redemption shall cease to accrue and such Series G Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Series G Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series G Shares.

(e)    Any Series G Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of the Series G Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series G Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series G Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series G Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series G Shares to the Holders thereof and thereafter said Series G Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series G Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series G Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(h)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such terms in the Declaration of Trust of SCE Trust II, a Delaware statutory trust (the “Trust”), to be dated as of January 29, 2013, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5.    Rank

The Series G Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series G Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series G Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series G Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on January 24, 2013.

/s/ Robert C. Boada

_________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on January 24, 2013.

/s/ Robert C. Boada

___________________________

Robert C. Boada

/s/ George T. Tabata

____________________________

George T. Tabata

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES H PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on February 27, 2014, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series H Preference Stock, consisting of 110,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 110,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series H Preference Stock” (the “Series H Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series H Shares of such series be and the same are hereby fixed, respectively, as follows:

1.    Dividends

(a)    The holders of record of the Series H Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to (1) 5.75% of the Liquidation Preference for each Dividend Period (as defined below) from, and including, the issue date of the Series H Shares to, but excluding, March 15, 2024 (the “Fixed Rate Period”), and (2) the three- month LIBOR rate plus 2.99% of the Liquidation Preference, for each Dividend Period from, and including, March 15, 2024 through, but excluding, the redemption date of the Series H Shares, if any (the “Floating Rate Period”). When, as and if declared by the Board, we will pay dividends on the Series H Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing June 15, 2014. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series H Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date during the Fixed Rate Period is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. If any Dividend Payment Date during the Floating Rate Period is not a Business Day, the related dividend (if declared) will be payable on the next succeeding Business Day, with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment, unless that day falls in the next calendar month, in which case the Dividend Payment Date will be the immediately preceding Business Day. Dividends payable on the Series H Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series H Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. Dividends payable on the Series H Shares for any Dividend Period during the Floating Rate Period will be computed based on the actual number of days in a Dividend Period and a 360-day year. “Liquidation Preference” means $2,500.00 per share of the Series H Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(i)    The dividend rate for each Dividend Period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London Business Day (as defined below) prior to the beginning of the applicable

Dividend Period, which date is the “Dividend Determination Date” for the Dividend Period. The Calculation Agent then will add 2.99% to three-month LIBOR as determined on the Dividend Determination Date. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a Dividend Period in the Floating Rate Period for the Series H Shares will be binding and conclusive.

(ii)    The term “three-month LIBOR” means (a) the offered quotation to leading banks in the London interbank market for three- month dollar deposits as defined by the British Bankers’ Association (or its successor in such capacity, such as NYSE Euronext Rate Administration Ltd.) and calculated by their appointed calculation agent and published, as such rate appears: (i) on the Reuters Monitor Money Rates Service Page LIBOR01 (or a successor page on such service) or (ii) if such rate is not available, on such other information system that provides such information, in each case as of 11:00 a.m. (London time) on the Dividend Determination Date, (b) if no such rate is so published, then the rate for the Dividend Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month dollar deposits quoted to the Calculation Agent as of 11:00 a.m. (London time) on the Dividend Determination Date; it being understood that at least two such quotes must have been so provided to the Calculation Agent, or (c) if LIBOR cannot be determined on the Dividend Determination Date using the foregoing methods, then the LIBOR for the relevant dividend period shall be the LIBOR as determined using the foregoing methods for the first day before the Dividend Determination Date on which LIBOR can be so determined. “Reuters Monitor Money Rates Service Page LIBOR01” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks). “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent

(iii)    All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred- thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

(b)    Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60

days before the applicable payment date. Dividends not declared with respect to a specific

Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)    So long as any Series H Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series H Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series H Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)    The Board may, in its discretion, choose to pay dividends on the Series H Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series H Shares).

(e)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series H Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series H Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series H Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series H Shares, all dividends declared upon the Series H Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series H Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series H Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)    No dividends may be declared or paid or set apart for payment on any Series H Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series H Shares.

(g)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series H Shares which may be in arrears.

2.    Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series H Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series H Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series H Shares for all past quarterly Dividend Periods, if any.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series H Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series H Shares, the assets will be distributed to the Holders of Series H Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series H Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series H Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of Series H Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3.    Voting Rights

The Series H Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Series H Shares are outstanding, the consent of the Holders of at least a majority of the Series H Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series H Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series H Shares.

provided, however, that no such consent of the Holders of Series H Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series H Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per Share.

4.    Redemption

(a)    The Series H Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after March 15, 2024 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to March 15, 2024, if the Holder of all the Series H Shares is SCE Trust III or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series H Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series H Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series H Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series H Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series H Shares to

be redeemed from the outstanding Series H Shares not previously called for redemption by lot or pro rata.

(b)    In the event the Corporation shall redeem any or all of the Series H Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series H Shares of any other Holder being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series H Shares called for redemption shall cease to accrue and such Series H Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Series H Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series H Shares.

(e)    Any Series H Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of the Series H Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series H Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series H Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series H Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series H Shares to the Holders thereof and thereafter said Series H Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series H Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series H Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(h)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such

terms in the Declaration of Trust of SCE Trust III, a Delaware statutory trust (the “Trust”), to be dated as of March 6, 2014, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5.    Rank

The Series H Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series H Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series H Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series H Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on February 27, 2014.

/s/ Robert C. Boada

__________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on February 27, 2014.

/s/ Robert C. Boada

___________________________

Robert C. Boada

Vice President

/s/ George T. Tabata

___________________________

George T. Tabata

Assistant Treasurer

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES J PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on August 17, 2015, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series J Preference Stock, consisting of 130,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 130,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series J Preference Stock” (the “Series J Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series J Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)    The holders of record of the Series J Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to (1) 5.375% of the Liquidation Preference for each Dividend Period (as defined below) from, and including, the issue date of the Series J Shares to, but excluding, September 15, 2025 (the “Fixed Rate Period”), and (2) the three-month LIBOR rate plus 3.132% of the Liquidation Preference, for each Dividend Period from, and including, September 15, 2025 through, but excluding, the redemption date of the Series J Shares, if any (the “Floating Rate Period”). When, as and if declared by the Board, we will pay dividends on the Series J Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing December 15, 2015. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series J Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date during the Fixed Rate Period is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. If any Dividend Payment Date during the Floating Rate Period is not a Business Day, the related dividend (if declared) will be payable on the next succeeding Business Day unless that day falls in the next calendar month, in which case the Dividend Payment Date will be the immediately preceding Business Day, and the related dividend will be calculated as set forth below using the actual number of days elapsed in the period. Dividends payable on the Series J Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series J Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. Dividends payable on the Series J Shares for any Dividend Period during the Floating Rate Period will be computed based on the actual number of days in a Dividend Period and a 360-day year. “Liquidation Preference” means $2,500.00 per share of the Series J Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(i)    The dividend rate for each Dividend Period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London Business Day (as defined below) prior to the beginning of the applicable Dividend Period, which date is the “Dividend Determination Date” for the

Dividend Period. The Calculation Agent then will add 3.132% to three-month LIBOR as determined on the Dividend Determination Date. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a Dividend Period in the Floating Rate Period for the Series J Shares will be binding and conclusive.

(ii)     The term “three-month LIBOR” means (a) the offered quotation to leading banks in the London interbank market for three-month dollar deposits as defined by the British Bankers’ Association (or its successor in such capacity, such as NYSE Euronext Rate Administration Ltd.) and calculated by their appointed calculation agent and published, as such rate appears: (i) on the Reuters Monitor Money Rates Service Page LIBOR01 (or a successor page on such service) or (ii) if such rate is not available, on such other information system that provides such information, in each case as of 11:00 a.m. (London time) on the Dividend Determination Date, (b) if no such rate is so published, then the rate for the Dividend Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month dollar deposits quoted to the Calculation Agent as of 11:00 a.m. (London time) on the Dividend Determination Date; it being understoodthat at least two such quotes must have been so provided to the Calculation Agent, or (c) if LIBOR cannot be determined on the Dividend Determination Date using the foregoing methods, then the LIBOR for the relevant dividend period shall be the LIBOR as determined using the foregoing methods for the first day before the Dividend Determination Date on which LIBOR can be so determined. “Reuters Monitor Money Rates Service Page LIBOR01” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks). “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent

(iii)     All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

(b)    Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific

Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)    So long as any Series J Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series J Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series J Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)    The Board may, in its discretion, choose to pay dividends on the Series J Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series J Shares).

(e)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series J Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series J Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series J Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series J Shares, all dividends declared upon the Series J Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series J Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series J Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)    No dividends may be declared or paid or set apart for payment on any Series J Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series J Shares.

(g)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series J Shares which may be in arrears.

2. Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series J Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series J Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series J Shares for all past quarterly Dividend Periods, if any.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series J Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series J Shares, the assets will be distributed to the Holders of Series J Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series J Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series J Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of Series J Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series J Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Series J Shares are outstanding, the consent of the Holders of at least a majority of the Series J Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series J Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series J Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

provided, however, that no such consent of the Holders of Series J Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series J Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a)    The Series J Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after September 15, 2025 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to September 15, 2025, if the Holder of all the Series J Shares is SCE Trust IV or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series J Shares, in whole or in part, in the event of an Optional Redemption and (z) may redeem the Series J Shares in whole but not in part upon occurrence of a Special Event Redemption, in each

case out of funds legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series J Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series J Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series J Shares to be redeemed from the outstanding Series J Shares not previously called for redemption by lot or pro rata.

(b)    In the event the Corporation shall redeem any or all of the Series J Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series J Shares of any other Holder being redeemed.

(c)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series J Shares called for redemption shall cease to accrue and such Series J Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)    The Series J Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series J Shares.

(e)    Any Series J Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)    If the Corporation shall deposit on or prior to any date fixed for redemption of the Series J Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series J Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series J Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series J Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series J Shares to the Holders thereof and thereafter said Series J Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series J Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series J Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(h)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such terms in the Declaration of Trust of SCE Trust IV, a Delaware statutory trust (the “Trust”), to be dated as of August 24, 2015, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series J Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series J Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series J Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series J Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on August 18, 2015.

/s/ William M. Petmecky, III

__________________________

William M. Petmecky, III

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on August 18, 2015.

/s/ William M. Petmecky, III

__________________________

William M. Petmecky, III

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES K PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on March 1, 2016, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series K Preference Stock, consisting of 120,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 120,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series K Preference Stock” (the “Series K Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series K Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)The holders of record of the Series K Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to (1) 5.45% of the Liquidation Preference for each Dividend Period (as defined below) from, and including, the issue date of the Series K Shares to, but excluding, March 15, 2026 (the “Fixed Rate Period”), and (2) the three-month LIBOR rate plus 3.79% of the Liquidation Preference, for each Dividend Period from, and including, March 15, 2026 through, but excluding, the redemption date of the Series K Shares, if any (the “Floating Rate Period”). When, as and if declared by the Board, we will pay dividends on the Series K Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”), commencing June 15, 2016. Such dividends shall be cumulative from the date of issue whether or not earned or declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series K Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date during the Fixed Rate Period is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. If any Dividend Payment Date during the Floating Rate Period is not a Business Day, the related dividend (if declared) will be payable on the next succeeding Business Day unless that day falls in the next calendar month, in which case the Dividend Payment Date will be the immediately preceding Business Day. Dividends payable on the Series K Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) during the Fixed Rate Period will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that Dividends payable on the Series K Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. Dividends payable on the Series K Shares for any Dividend Period during the Floating Rate Period will be computed based on the actual number of days in a Dividend Period and a 360-day year. “Liquidation Preference” means $2,500.00 per share of the Series K Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(i)The dividend rate for each Dividend Period in the Floating Rate Period will be determined by the Calculation Agent (as defined below) using three-month LIBOR as in effect on the second London Business Day (as defined below) prior to the beginning of the applicable Dividend Period, which date is the “Dividend

Determination Date” for the Dividend Period. The Calculation Agent then will add 3.79% to three-

month LIBOR as determined on the Dividend Determination Date. Absent manifest error, the Calculation Agent’s determination of the dividend rate for a Dividend Period in the Floating Rate Period for the Series K Shares will be binding and conclusive.

(ii) The term “three-month LIBOR” means (a) the offered quotation for three-month dollar deposits as such rate appears: (i) on Reuters screen page LIBOR01 (or a successor page on such service) or (ii) if such rate is not available, on such other information system that provides such information, in each case as of 11:00 a.m. (London time) on the Dividend Determination Date, (b) if no such rate is so published, then the rate for the Dividend Determination Date shall be the arithmetic mean (rounded to five decimal places, with 0.000005 being rounded upwards) of the rates for three-month dollar deposits quoted to the Calculation Agent as of 11:00 a.m. (London time) on the Dividend Determination Date; it being understoodthat at least two such quotes must have been so provided to the Calculation Agent, or (c) if LIBOR cannot be determined on the Dividend Determination Date using the foregoing methods, then the LIBOR for the relevant dividend period shall be LIBOR as determined using the foregoing methods for the first day before the Dividend Determination Date on which LIBOR can be so determined. “Reuters screen page LIBOR01” means the display designated on page “LIBOR01” on Reuters (or such other page as may replace the LIBOR01 page on that service or any successor service for the purpose of displaying London interbank offered rates for U.S. dollar deposits of major banks). “London Business Day” means any day on which dealings in deposits in U.S. dollars are transacted in the London interbank market. “Calculation Agent” means Wells Fargo Bank, N.A., or another firm appointed by the Corporation, acting as Calculation Agent

(iii) All percentages resulting from any of the above calculations will be rounded, if necessary, to the nearest one hundred-thousandth of a percentage point, with five one-millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) being rounded to 9.87655% (or .0987655)) and all dollar amounts used in or resulting from such calculations will be rounded to the nearest cent (with one-half cent being rounded upwards).

(b)Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)So long as any Series K Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to

subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series K Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series K Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)The Board may, in its discretion, choose to pay dividends on the Series K Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series K Shares).

(e)No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series K Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series K Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series K Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series K Shares, all dividends declared upon the Series K Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series K Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series K Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)No dividends may be declared or paid or set apart for payment on any Series K Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series K Shares.

(g)The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series K Shares which may be in arrears.

2. Liquidation Rights

(a)Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series K Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series K Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series K Shares for all past quarterly Dividend Periods, if any.

(b)If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series K Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series K Shares, the assets will be distributed to the Holders of Series K Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)Notwithstanding the foregoing, Holders of Series K Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series K Shares have been paid all amounts to which such classes or series are entitled.

(d)Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)After payment to the Holders of Series K Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series K Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)So long as any Series K Shares are outstanding, the consent of the Holders of at least a majority of the Series K Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series K Shares; or

(ii)the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series K Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

provided, however, that no such consent of the Holders of Series K Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series K Shares at the time outstanding.

(b)    On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a)The Series K Shares shall be redeemable (i) at the option of the Corporation at any time or from time to time on or after March 15, 2026 (an “Optional Redemption”) and (ii) at the option of the Corporation exercisable prior to March 15, 2026, if the Holder of all the Series K Shares is SCE Trust V or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”). Subject to the notice provisions set forth in Section 4(b) below and subject to any further limitations which may be imposed by law, the Corporation (y) may redeem the Series K Shares, in whole or in part, in the

event of an Optional Redemption and (z) may redeem the Series K Shares in whole but not in part upon occurrence of a Special Event Redemption, in each case out of funds

legally available therefor, at a redemption price equal to the Liquidation Preference per Share plus an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series K Shares for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series K Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series K Shares to be redeemed from the outstanding Series K Shares not previously called for redemption by lot or pro rata.

(b)In the event the Corporation shall redeem any or all of the Series K Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series K Shares of any other Holder being redeemed.

(c)Notice having been given as herein provided, from and after the redemption date, dividends on the Series K Shares called for redemption shall cease to accrue and such Series K Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(d)The Series K Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series K Shares.

(e)Any Series K Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(f)If the Corporation shall deposit on or prior to any date fixed for redemption of the Series K Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series K Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series K Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series K Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series K Shares to the Holders thereof and thereafter said Series K Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series K Shares, and shall have no rights with respect thereto except only the right to receive from

said bank or trust company payment of the redemption price of such Series K Shares without interest.

(g)    Any moneys deposited by the Corporation pursuant to Section 4(f) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(h)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event” and “Tax Event” shall have the meanings ascribed to such terms in the Amended and Restated Declaration of Trust of SCE Trust V, a Delaware statutory trust (the “Trust”), to be dated as of March 8, 2016, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series K Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)    junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series K Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)    equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series K Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)    senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series K Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on March 2, 2016.

/s/ William M. Petmecky, III

__________________________

William M. Petmecky, III

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on March 2, 2016.

/s/ William M. Petmecky, III

__________________________

William M. Petmecky, III

Vice President

/s/ George T. Tabata

__________________________

George T. Tabata

Assistant Treasurer

CERTIFICATE OF DETERMINATION OF PREFERENCES OF THE

SERIES L PREFERENCE STOCK

SOUTHERN CALIFORNIA EDISON COMPANY

We, the undersigned, being the Vice President and the Assistant Treasurer, respectively, of Southern California Edison Company (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the laws of the State of California, DO HEREBY CERTIFY:

FIRST: The Restated Articles of Incorporation, as amended (the “Articles”), authorize the issuance of 50,000,000 shares of Preference Stock which may be issued from time to time in one or more series, and authorize the Board of Directors of the Corporation to (i) fix the number of shares of any series of Preference Stock and to determine the designation of any such series, (ii) to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preference Stock, including but not limited to rights, preferences, privileges and restrictions regarding dividends (including provisions specifying dividends at a floating or variable rate or dividends to be determined by reference to an index, formula, auction, bid or other objectively ascertainable criterion), liquidation, conversion, redemption and voting (including provisions specifying no general voting rights or voting rights of more than one vote per share), and, (iii) within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

SECOND: Acting pursuant to the authority delegated by the Board of Directors of the Corporation, the Pricing Committee of the Board of Directors did duly adopt on June 19, 2017, the following resolutions authorizing and providing for the creation of a series of said shares of Preference Stock to be known as Series L Preference Stock, consisting of 190,004 shares, none of the shares of such series having been issued:

“NOW, THEREFORE, BE IT RESOLVED, that 190,004 shares of the presently authorized but unissued Preference Stock, no par value, be and hereby determined to be and shall be of a series of said Preference Stock hereby designated as the “Series L Preference Stock” (the “Series L Shares”); and

BE IT FURTHER RESOLVED, that the rights, preferences, privileges and restrictions of Series L Shares of such series be and the same are hereby fixed, respectively, as follows:

1. Dividends

(a)    The holders of record of the Series L Shares (each individually a “Holder,” or collectively the “Holders”) will be entitled to receive, when, as and if declared by the Board of Directors of the Corporation or duly authorized committee thereof (the “Board”), in its sole discretion out of funds legally available therefor, cumulative quarterly cash dividends at an annual rate equal to 5.00% of the Liquidation Preference from, and including, the issue date of the Series L Shares through, but excluding, the redemption date of the Series L Shares, if any. When, as and if declared by the Board, we will pay dividends on the Series L Shares quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year (each, a “Dividend Payment Date”),

commencing September 15, 2017. Such dividends shall be cumulative from the date of issue whether or not declared, and no interest, dividends or sum in lieu thereof shall be payable in respect of the amount of any dividend on the Series L Shares not paid on a Dividend Payment Date and accrued. If a Dividend Payment Date is not a Business Day (as defined below), the related dividend (if declared) will be paid on the next succeeding Business Day with the same force and effect as though paid on the Dividend Payment Date, without any increase to account for the period from such Dividend Payment Date through the date of actual payment. Dividends payable on the Series L Shares for any period from but including a Dividend Payment Date to but excluding the next succeeding Dividend Payment Date (a “Dividend Period”) will be computed on the basis of a 360-day year consisting of twelve 30-day months; provided however that dividends payable on the Series L Shares for the initial Dividend Period and any period shorter than a full Dividend Period will be computed on the basis of a 360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months. “Liquidation Preference” means $2,500.00 per share of the Series L Shares. “Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York or Los Angeles, California are closed.

(b)    Dividends will be payable to Holders as of the applicable record date, which record date shall be fixed by the Board and shall be a date not exceeding 60 days before the applicable payment date. Dividends not declared with respect to a specific Dividend Payment Date shall be payable to the Holders as of the record date fixed with respect to such dividends when so declared.

(c)    So long as any Series L Shares shall be outstanding, no dividend (other than dividends or distributions paid in shares of, or options, warrants or rights to subscribe for or purchase shares of, the common stock of the Corporation (the “Common Stock”) or any other stock of the Corporation ranking, as to the payment of dividends and the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series L Shares), whether in cash or property, may be paid or declared or set apart, nor may any distribution be made on the Common Stock or such other stock, nor may any shares of Common Stock or such other stock be purchased, redeemed or otherwise acquired for value by the Corporation, unless all dividends on the Series L Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods shall have been declared and paid or set apart.

(d)    The Board may, in its discretion, choose to pay dividends on the Series L Shares without the payment of any dividends on the Common Stock (or any other stock of the Corporation ranking, as to the payment of dividends, junior to the Series L Shares).

(e)    No full dividends shall be declared or paid or set apart for payment on any stock of the Corporation ranking, as to the payment of dividends, equally with the Series L Shares for any period unless full dividends have been declared and paid or set apart for payment on the Series L Shares for the then-current quarterly Dividend Period and all past quarterly Dividend Periods. When dividends are not paid in full upon the Series L Shares and all other classes or series of stock of the Corporation, if any, ranking, as to the payment of dividends, equally with the Series L Shares, all dividends declared upon the Series L Shares and all such other stock of the Corporation will be declared pro rata so that the amount of dividends declared for the Series L Shares and all such other stock will in all cases bear to each other the same ratio that accrued dividends for the Series L Shares and for all such other stock bear to each other (but without, in the case of non-cumulative shares of such other stock, accumulation of unpaid dividends for prior Dividend Periods).

(f)    No dividends may be declared or paid or set apart for payment on any Series L Shares if at the same time any arrears exist or default exists in the payment of dividends on any outstanding class or series of stock of the Corporation ranking, as to the payment of dividends, senior to the Series L Shares.

(g)    The Holders will not be entitled to any dividends, whether payable in cash or property, other than as herein provided and will not be entitled to interest or dividends, or any sum in lieu thereof, on or in respect of any dividend payment or other payment on the Series L Shares which may be in arrears.

2. Liquidation Rights

(a)    Upon any voluntary or involuntary dissolution, liquidation or winding up of the Corporation, after payment or provision for the liabilities of the Corporation and the expenses of such dissolution, liquidation or winding up, the Holders of outstanding Series L Shares will be entitled to receive out of the assets of the Corporation or proceeds thereof available for distribution to shareholders, before any payment or distribution of assets is made to holders of the Common Stock (or any other stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, junior to the Series L Shares), the Liquidation Preference per Share plus an amount equal to the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period accrued to but excluding the date of such liquidation payment, plus unpaid dividends on the Series L Shares for all past quarterly Dividend Periods, if any.

(b)    If the assets of the Corporation available for distribution in such event are insufficient to pay in full the aggregate amount payable to Holders of Series L Shares and holders of all other classes or series of stock of the Corporation, if any, ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, equally with the Series L Shares, the assets will be distributed to the Holders of Series L Shares and holders of all such other stock pro rata, based on the full respective preferential amounts to which they are entitled (but without, in the case of any non-cumulative shares, accumulation of unpaid dividends for prior dividend periods).

(c)    Notwithstanding the foregoing, Holders of Series L Shares will not be entitled to be paid any amount in respect of a dissolution, liquidation or winding up of the Corporation until holders of any classes or series of stock of the Corporation ranking, as to the distribution of assets upon dissolution, liquidation or winding up of the Corporation, senior to the Series L Shares have been paid all amounts to which such classes or series are entitled.

(d)    Neither the sale, lease nor exchange (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Corporation, nor the merger, consolidation or combination of the Corporation into or with any other corporation or the merger, consolidation or combination of any other corporation or entity into or with the Corporation, shall be deemed to be a dissolution, liquidation or winding up, voluntary or involuntary, for the purposes of this Section 2.

(e)    After payment to the Holders of Series L Shares of the full amount of the distribution of assets upon dissolution, liquidation or winding up of the Corporation to which they

are entitled pursuant to this Section 2, such Holders will not be entitled to any further participation in any distribution of assets by the Corporation.

3. Voting Rights

The Series L Shares shall have no voting rights except as set forth in this Section 3 or as otherwise provided by California law:

(a)    So long as any Series L Shares are outstanding, the consent of the Holders of at least a majority of the Series L Shares at the time outstanding, voting as a single class, or voting as a single class together with the holders of any other series of Preference Stock (i) upon which like voting or consent rights have been conferred and (ii) which are similarly affected by the matter to be voted upon, given in person or by proxy, either in writing or by vote at any meeting called for the purpose, shall be necessary for effecting or validating any one or more of the following:

(i)    any amendment of the Corporation’s Restated Articles of Incorporation which would adversely affect the rights, preferences, privileges or restrictions of the Series L Shares; or

(ii)    the authorization or creation, or the increase in the authorized amount, of any stock of any class or any security convertible into stock of any class, ranking senior to the Series L Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

provided, however, that no such consent of the Holders of Series L Shares shall be required if, at or prior to the time when such amendment is to take effect or when the authorization, creation or increase in the authorized amount of any such senior stock or convertible security is to be made, as the case may be, provision is to be made for the redemption of all Series L Shares at the time outstanding.

(b)On matters requiring their consent, the Holders will be entitled to one vote per Share.

4. Redemption

(a)    Subject to the notice provisions set forth in Section 4(c) below and subject to any further limitations which may be imposed by law, the Series L Shares shall be redeemable out of funds legally available therefor (i) at the option of the Corporation at any time or from time to time, in whole or in part, on or after June 26, 2022 (an “Optional Redemption”), (ii) at the option of the Corporation exercisable prior to June 26, 2022, if the Holder of all the Series L Shares is SCE Trust VI or another Delaware statutory trust in which the Corporation owns all of the securities thereof designated as common securities, at any time, in whole but not in part, within 90 days after an Investment Company Event or a Tax Event (each, a “Special Event Redemption”), and (iii) at the option of the Corporation exercisable prior to June 26, 2022 at any time, in whole but not in part, after a Rating Agency Event (a “Rating Agency Redemption”).

(b)     The redemption price for the Series L Shares being redeemed shall be, (i) in the event of an Optional Redemption, the Liquidation Preference per Series L Share being redeemed, (ii) in the event of a Special Event Redemption, 101% of the Liquidation Preference per Series L

Share being redeemed; and (iii) in the event of a Rating Agency Redemption, 102% of the Liquidation Preference per Series L Share being redeemed, plus in each case an amount equal to the amount of the accrued and unpaid dividend (whether or not declared) for the then-current quarterly Dividend Period to but excluding the redemption date, plus unpaid dividends on the Series L Shares being redeemed for all past quarterly Dividend Periods, if any. If less than all of the outstanding Series L Shares are to be redeemed in an Optional Redemption, the Corporation will select the Series L Shares to be redeemed from the outstanding Series L Shares not previously called for redemption by lot or pro rata.

(c)    In the event the Corporation shall redeem any or all of the Series L Shares as aforesaid, the Corporation will give notice of any such redemption to Holders neither more than 60 nor less than 30 days prior to the date fixed by the Board for such redemption. Failure to give notice to any Holder shall not affect the validity of the proceedings for the redemption of Series L Shares of any other Holder being redeemed.

(d)    Notice having been given as herein provided, from and after the redemption date, dividends on the Series L Shares called for redemption shall cease to accrue and such Series L Shares called for redemption will no longer be deemed outstanding, and all rights of the Holders thereof will cease.

(e)    The Series L Shares will not be subject to any mandatory redemption, sinking fund or other similar provisions. In addition, Holders will have no right to require redemption of any Series L Shares.

(f)    Any Series L Shares which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares of Preference Stock of the Corporation undesignated as to series, and may thereafter be reissued by the Board in the same manner as any other authorized and unissued shares of Preference Stock.

(g)    If the Corporation shall deposit on or prior to any date fixed for redemption of the Series L Shares, with any bank or trust company having a capital, surplus and undivided profits aggregating at least five million dollars ($5,000,000), as a trust fund, funds sufficient to redeem the Series L Shares called for redemption, with irrevocable instructions and authority to such bank or trust company to pay on and after the date fixed for redemption or such earlier date as the Board may determine, to the respective Holders of such Series L Shares, the redemption price thereof, then from and after the date of such deposit (although prior to the date fixed for redemption) such Series L Shares so called shall be deemed to be redeemed and dividends thereon shall cease to accrue from and after said date fixed for redemption and such deposit shall be deemed to constitute full payment of said Series L Shares to the Holders thereof and thereafter said Series L Shares shall no longer be deemed to be outstanding, and the Holders thereof shall cease to be shareholders with respect to such Series L Shares, and shall have no rights with respect thereto except only the right to receive from said bank or trust company payment of the redemption price of such Series L Shares without interest.

(h)     Any moneys deposited by the Corporation pursuant to Section 4(g) which shall not be required for the redemption because of the exercise of any such right of conversion or exchange subsequent to the date of the deposit shall be repaid to the Corporation forthwith.

(i)    For purposes of this Certificate of Determination of Preferences, “Investment Company Event,” “Tax Event” and “Rating Agency Event” shall have the meanings ascribed to such

terms in the Amended and Restated Declaration of Trust of SCE Trust VI, a Delaware statutory trust (the “Trust”), to be dated as of June 26, 2017, by and among Southern California Edison Company, as Sponsor, the Trustees identified therein and the holders, from time to time, of undivided beneficial interests in the assets of the Trust, as may be amended from time to time, a copy of which is available without charge upon request by writing or calling the Corporate Governance Department at the Corporation’s principal place of business.

5. Rank

The Series L Shares shall rank, with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation:

(a)junior to the Cumulative Preferred Stock and the $100 Cumulative Preferred Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank senior to the Series L Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation;

(b)equally with any other shares of Preference Stock and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such shares or other securities will rank equally with the Series L Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation; and

(c)senior to the Common Stock, and any other equity securities that the Corporation may later authorize or issue, the terms of which provide that such securities will rank junior to the Series L Shares with respect to payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Corporation.

IN WITNESS WHEREOF, the undersigned have executed this Certificate in Rosemead, California on June 20, 2017.

/s/ Daniel S. Wood

Daniel S. Wood

Vice President

/s/ George T. Tabata

George T. Tabata

Assistant Treasurer

Each of the undersigned declares under penalty of perjury that the matters contained in the foregoing certificate are true of their own knowledge. Executed in Rosemead, California on June 20, 2017.

/s/ Daniel S. Wood

Daniel S. Wood

Vice President

/s/ George T. Tabata

George T. Tabata

Assistant Treasurer

EX-31.1

Exhibit 31.1

CERTIFICATION

I, PEDRO J. PIZARRO, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, of Edison International;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 27, 2017

/s/ PEDRO J. PIZARRO

PEDRO J. PIZARRO

Chief Executive Officer

Exhibit 31.1

CERTIFICATION

I, MARIA RIGATTI, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, of Edison International;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)    Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)    Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 27, 2017

/s/ MARIA RIGATTI

MARIA RIGATTI

Chief Financial Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, KEVIN M. PAYNE, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, of Southern California Edison Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 27, 2017

/s/ KEVIN M. PAYNE

KEVIN M. PAYNE

Chief Executive Officer

Exhibit 31.2

CERTIFICATION

I, WILLIAM M. PETMECKY III, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended June 30, 2017, of Southern California Edison Company;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

        (a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

        (b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

        (c)   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

        (d)   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.    The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

        (a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

        (b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: July 27, 2017

/s/ WILLIAM M. PETMECKY III

WILLIAM M. PETMECKY III

Chief Financial Officer

EX-32.1

Exhibit 32.1

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the "Quarterly Report"), of Edison International (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his or her knowledge, that:

1. The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 27, 2017

/s/ PEDRO J. PIZARRO

PEDRO J. PIZARRO

Chief Executive Officer

Edison International

/s/ MARIA RIGATTI

MARIA RIGATTI

Chief Financial Officer

Edison International

This statement accompanies the Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS

ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 (the "Quarterly Report"), of Southern California Edison Company (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his knowledge, that:

1. The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and

2. The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: July 27, 2017

/s/ KEVIN M. PAYNE

KEVIN M. PAYNE

Chief Executive Officer

Southern California Edison Company

/s/ WILLIAM M. PETMECKY III

WILLIAM M. PETMECKY III

Chief Financial Officer

Southern California Edison Company

This statement accompanies the Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 25, 2017
Entity Information [Line Items]
Entity Registrant Name	EDISON INTERNATIONAL
Entity Central Index Key	0000827052
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		325,811,206
Southern California Edison
Entity Information [Line Items]
Entity Registrant Name	SOUTHERN CALIFORNIA EDISON CO
Entity Central Index Key	0000092103
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2
Amendment Flag	false
Entity Common Stock, Shares Outstanding		434,888,104

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Consolidated Statements of Income - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Total operating revenue	$ 2,965	$ 2,777	$ 5,428	$ 5,218
Purchased power and fuel	1,175	1,064	1,959	1,858
Operation and maintenance	707	721	1,303	1,350
Depreciation, decommissioning and amortization	512	505	1,011	982
Property and other taxes	86	85	186	178
Impairment and other charges	16	21	21	21
Total operating expenses	2,496	2,396	4,480	4,389
Operating income	469	381	948	829
Interest and other income	37	33	70	65
Interest expense	(159)	(144)	(311)	(284)
Other expenses	(12)	(11)	(20)	(19)
Income from continuing operations before income taxes	335	259	687	591
Income tax expense (benefit)	26	(51)	(14)	(24)
Income from continuing operations	309	310	701	615
Income from discontinued operations, net of tax	0	(2)	0	(1)
Net income	309	308	701	614
Preferred and preference stock dividend requirements of SCE	31	31	62	61
Other noncontrolling interests	0	(3)	(1)	(8)
Net income attributable to Edison International common shareholders	278	280	640	561
Amounts attributable to Edison International common shareholders:
Income from continuing operations, net of tax	278	282	640	562
Income from discontinued operations, net of tax	0	(2)	0	(1)
Net income attributable to Edison International common shareholders	$ 278	$ 280	$ 640	$ 561
Basic earnings per common share attributable to Edison International common shareholders:
Weighted average common shares outstanding (in shares)	326	326	326	326
Continuing operations (in dollars per share)	$ 0.85	$ 0.87	$ 1.96	$ 1.72
Discontinued operations (in dollars per share)	0.00	(0.01)	0.00	0.00
Total (in dollars per share)	$ 0.85	$ 0.86	$ 1.96	$ 1.72
Diluted earnings per common share attributable to Edison International common shareholders:
Weighted-average shares of common stock outstanding, including effect of dilutive securities (in shares)	329	330	329	330
Continuing operations (in dollars per share)	$ 0.85	$ 0.86	$ 1.95	$ 1.70
Discontinued operations (in dollars per share)	0.00	(0.01)	0.00	0.00
Total (in dollars per share)	0.85	0.85	1.95	1.70
Dividends declared per common share (in dollars per share)	$ 0.5425	$ 0.4800	$ 1.0850	$ 0.96
Southern California Edison Company
Total operating revenue	$ 2,953	$ 2,768	$ 5,409	$ 5,204
Purchased power and fuel	1,175	1,064	1,959	1,858
Operation and maintenance	666	687	1,237	1,290
Depreciation, decommissioning and amortization	510	503	1,007	978
Property and other taxes	85	85	182	176
Total operating expenses	2,436	2,339	4,385	4,302
Operating income	517	429	1,024	902
Interest and other income	36	33	69	65
Interest expense	(146)	(134)	(287)	(265)
Other expenses	(12)	(11)	(19)	(19)
Income from continuing operations before income taxes	395	317	787	683
Income tax expense (benefit)	57	(32)	69	10
Net income	338	349	718	673
Preferred and preference stock dividend requirements of SCE	31	31	62	61
Net income attributable to Edison International common shareholders	307	318	656	612
Amounts attributable to Edison International common shareholders:
Net income attributable to Edison International common shareholders	$ 307	$ 318	$ 656	$ 612

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Consolidated Statements of Comprehensive Income - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Net income	$ 309	$ 308	$ 701	$ 614
Pension and postretirement benefits other than pensions:
Amortization of net loss included in net income	1	1	3	3
Other	0	0	2	0
Other comprehensive income, net of tax	1	1	5	3
Comprehensive income	310	309	706	617
Less: Comprehensive income attributable to noncontrolling interests	31	28	61	53
Comprehensive income attributable to Edison International	279	281	645	564
Southern California Edison Company
Net income	338	349	718	673
Pension and postretirement benefits other than pensions:
Amortization of net loss included in net income	1	1	2	2
Other	(1)	0	0	0
Other comprehensive income, net of tax	0	1	2	2
Comprehensive income	$ 338	$ 350	$ 720	$ 675

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Consolidated Balance Sheets - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
ASSETS
Cash and cash equivalents	$ 98	$ 96
Receivables, less allowance	833	714
Accrued unbilled revenue	399	370
Inventory	235	239
Derivative assets	58	73
Regulatory assets	634	350
Other current assets	289	281
Total current assets	2,546	2,123
Nuclear decommissioning trusts	4,381	4,242
Other investments	87	83
Total investments	4,468	4,325
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,914 and $9,000 at respective dates	37,267	36,806
Nonutility property, plant and equipment, less accumulated depreciation	245	194
Total property, plant and equipment	37,512	37,000
Regulatory assets	7,850	7,455
Other long-term assets	377	416
Total long-term assets	8,227	7,871
Total assets	52,753	51,319
LIABILITIES AND EQUITY
Short-term debt	566	1,307
Current portion of long-term debt	581	981
Accounts payable	1,113	1,342
Accrued taxes	15	50
Customer deposits	275	269
Derivative liabilities	190	216
Regulatory liabilities	903	756
Other current liabilities	959	991
Total current liabilities	4,602	5,912
Long-term debt	11,662	10,175
Deferred income taxes and credits	8,709	8,327
Derivative liabilities	869	941
Pensions and benefits	1,377	1,354
Asset retirement obligations	2,618	2,590
Regulatory liabilities	5,961	5,726
Other deferred credits and other long-term liabilities	2,143	2,102
Total deferred credits and other liabilities	21,677	21,040
Total liabilities	37,941	37,127
Commitments and contingencies (Note 11)
Redeemable noncontrolling interest	12	5
Common stock, no par value	2,515	2,505
Accumulated other comprehensive loss	(48)	(53)
Retained earnings	9,679	9,544
Total common shareholder's equity	12,146	11,996
Noncontrolling interests – preferred and preference stock of SCE	2,654	2,191
Total equity	14,800	14,187
Total liabilities and equity	52,753	51,319
Southern California Edison Company
ASSETS
Cash and cash equivalents	39	39
Receivables, less allowance	816	699
Accrued unbilled revenue	399	369
Inventory	232	239
Derivative assets	58	73
Regulatory assets	634	350
Other current assets	275	262
Total current assets	2,453	2,031
Nuclear decommissioning trusts	4,381	4,242
Other investments	63	50
Total investments	4,444	4,292
Utility property, plant and equipment, less accumulated depreciation and amortization of $8,914 and $9,000 at respective dates	37,267	36,806
Nonutility property, plant and equipment, less accumulated depreciation	74	75
Total property, plant and equipment	37,341	36,881
Regulatory assets	7,850	7,455
Other long-term assets	226	232
Total long-term assets	8,076	7,687
Total assets	52,314	50,891
LIABILITIES AND EQUITY
Short-term debt	219	769
Current portion of long-term debt	179	579
Accounts payable	1,103	1,344
Accrued taxes	17	45
Accrued interest	206	174
Customer deposits	275	269
Derivative liabilities	190	216
Regulatory liabilities	903	756
Other current liabilities	500	555
Total current liabilities	3,592	4,707
Long-term debt	10,845	9,754
Deferred income taxes and credits	10,482	9,886
Derivative liabilities	868	941
Pensions and benefits	943	896
Asset retirement obligations	2,611	2,586
Regulatory liabilities	5,961	5,726
Other deferred credits and other long-term liabilities	1,817	1,912
Total deferred credits and other liabilities	22,682	21,947
Total liabilities	37,119	36,408
Commitments and contingencies (Note 11)
Common stock, no par value	2,168	2,168
Additional paid-in capital	651	657
Accumulated other comprehensive loss	(18)	(20)
Retained earnings	9,674	9,433
Total common shareholder's equity	12,475	12,238
Noncontrolling interests – preferred and preference stock of SCE	2,720	2,245
Total equity	15,195	14,483
Total liabilities and equity	$ 52,314	$ 50,891

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Receivables, allowances for uncollectible accounts	$ 58	$ 62
Utility property, plant and equipment, accumulated depreciation	8,914	9,000
Nonutility property, plant and equipment, accumulated depreciation	$ 106	$ 99
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	325,811,206	325,811,206
Common stock, shares outstanding	325,811,206	325,811,206
Southern California Edison Company
Receivables, allowances for uncollectible accounts	$ 57	$ 61
Utility property, plant and equipment, accumulated depreciation	8,914	9,000
Nonutility property, plant and equipment, accumulated depreciation	$ 92	$ 89
Common stock, no par value (in dollars per share)	$ 0	$ 0
Common stock, shares authorized	560,000,000	560,000,000
Common stock, shares issued	434,888,104	434,888,104
Common stock, shares outstanding	434,888,104	434,888,104

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Consolidated Statements of Cash Flows - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income	$ 701	$ 614
Less: loss from discontinued operations	0	(1)
Income from continuing operations	701	615
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,048	1,025
Allowance for equity during construction	(41)	(42)
Impairment and other charges	21	0
Deferred income taxes and investment tax credits	(12)	(40)
Other	11	11
Nuclear decommissioning trusts	(73)	(144)
EME insurance proceeds	0	1
Changes in operating assets and liabilities:
Receivables	(115)	(33)
Inventory	8	(41)
Accounts payable	34	67
Prepaid and accrued taxes	(40)	1
Other current assets and liabilities	(113)	(135)
Derivative assets and liabilities	(19)	15
Regulatory assets and liabilities	39	90
Other noncurrent assets and liabilities	(16)	42
Net cash provided by operating activities	1,433	1,432
Cash flows from financing activities:
Long-term debt issued or remarketed, net of discount and issuance costs	1,523	397
Long-term debt matured	(442)	(41)
Preference stock issued, net	463	294
Preference stock redeemed	0	(125)
Short-term debt financing, net	(742)	106
Settlements of stock-based compensation, net	(152)	(61)
Dividends to noncontrolling interests	(62)	(61)
Dividends paid	(354)	(313)
Other	(11)	3
Net cash provided by financing activities	223	199
Cash flows from investing activities:
Capital expenditures	(1,749)	(1,828)
Proceeds from sale of nuclear decommissioning trust investments	3,046	1,391
Purchases of nuclear decommissioning trust investments	(2,973)	(1,247)
Other	22	3
Net cash used in investing activities	(1,654)	(1,681)
Net increase (decrease) in cash and cash equivalents	2	(50)
Cash and cash equivalents at beginning of period	96	161
Cash and cash equivalents at end of period	98	111
Southern California Edison Company
Cash flows from operating activities:
Net income	718	673
Adjustments to reconcile to net cash provided by operating activities:
Depreciation, decommissioning and amortization	1,042	1,017
Allowance for equity during construction	(41)	(42)
Deferred income taxes and investment tax credits	193	0
Other	4	5
Nuclear decommissioning trusts	(73)	(144)
Changes in operating assets and liabilities:
Receivables	(118)	(59)
Inventory	8	2
Accounts payable	22	73
Prepaid and accrued taxes	(37)	(13)
Other current assets and liabilities	(96)	(123)
Derivative assets and liabilities	(19)	15
Regulatory assets and liabilities	39	90
Other noncurrent assets and liabilities	(121)	22
Net cash provided by operating activities	1,521	1,516
Cash flows from financing activities:
Long-term debt issued or remarketed, net of discount and issuance costs	1,126	0
Long-term debt matured	(441)	(41)
Preference stock issued, net	463	294
Preference stock redeemed	0	(125)
Short-term debt financing, net	(550)	457
Dividends paid	(444)	(401)
Other	(53)	(35)
Net cash provided by financing activities	101	149
Cash flows from investing activities:
Capital expenditures	(1,712)	(1,822)
Proceeds from sale of nuclear decommissioning trust investments	3,046	1,391
Purchases of nuclear decommissioning trust investments	(2,973)	(1,247)
Other	17	7
Net cash used in investing activities	(1,622)	(1,671)
Net increase (decrease) in cash and cash equivalents	0	(6)
Cash and cash equivalents at beginning of period	39	26
Cash and cash equivalents at end of period	$ 39	$ 20

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Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Discounts and issuance costs of long term debt	$ 12	$ 3
Southern California Edison Company
Discounts and issuance costs of long term debt	$ 9

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Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

Organization and Basis of Presentation

Edison International is the parent holding company of Southern California Edison Company ("SCE"). SCE 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. Edison International is also the parent company of Edison Energy Group, Inc., a holding company for subsidiaries engaged in pursuing competitive business opportunities across energy services and distributed solar for commercial and industrial customers. Such business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE, and other wholly owned and controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its competitive subsidiaries. SCE's consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.

Edison International's and SCE's significant accounting policies were described in Note 1 of "Notes to Consolidated Financial Statements" included in Edison International's and SCE's combined Annual Report on Form 10-K for the year-ended December 31, 2016 (the "2016 Form 10-K"). This quarterly report should be read in conjunction with the financial statements and notes included in the 2016 Form 10-K.

In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state the consolidated financial position, results of operations, and cash flows in accordance with accounting principles generally accepted in the United States ("GAAP") for the periods covered by this quarterly report on Form 10-Q. The results of operations for the three- and six-month periods ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

The December 31, 2016 financial statement data was derived from audited financial statements, but does not include all disclosures required by GAAP.

During the fourth quarter of 2016, Edison International and SCE early adopted an accounting standard for share-based payments using the modified retrospective approach, effective January 1, 2016. Prior year financial statements have been updated to reflect the modified retrospective application of this accounting standard. For further information, see Note 1 and Note 18 of "Notes to Consolidated Financial Statements" included in the 2016 Form 10-K and Note 2 and Note 7 of this Form 10-Q.

Cash Equivalents

Cash equivalents includes investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of three months or less. The cash equivalents were as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Money market funds	$	41	$	41	$	18	$	18

Cash is temporarily invested until required for check clearing. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Book balances reclassified to accounts payable	$	54	$	138	$	54	$	136

Goodwill

Edison International assesses goodwill through annual goodwill impairment tests, at the reporting unit level as of October 1st of each year. Edison International updates these tests between annual tests if events occur or circumstances change such that it is more likely than not that the fair value of a reporting unit is below its carrying value. In connection with a strategic review of the Edison Energy Group's competitive businesses, Edison International evaluated the recoverability of goodwill and recorded an impairment of SoCore Energy's goodwill totaling $16.5 million ($10 million after-tax) in the second quarter of 2017. 

Earnings Per Share

Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested. EPS attributable to Edison International common shareholders was computed as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per-share amounts)	2017		2016		2017		2016
Basic earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Basic earnings per share – continuing operations	$	0.85	$	0.87	$	1.96	$	1.72
Diluted earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Income impact of assumed conversions	—		—		—		—
Income from continuing operations available to common shareholders and assumed conversions	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Incremental shares from assumed conversions	3		4		3		4
Adjusted weighted average shares – diluted	329		330		329		330
Diluted earnings per share – continuing operations	$	0.85	$	0.86	$	1.95	$	1.70

In addition to the participating securities discussed above, Edison International also may award stock options, which are payable in common shares and are included in the diluted earnings per share calculation. Stock option awards to purchase 1,327,310 and 42,890 shares of common stock for the three months ended June 30, 2017 and 2016, respectively, and 1,370,200 and 47,861 shares for the six months ended June 30, 2017 and 2016, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive.

New Accounting Guidance

Accounting Guidance Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update on revenue recognition and further amended the standard in 2016 and 2017. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. This standard will be adopted on January 1, 2018. Edison International and SCE have completed the preliminary phases of their assessment of the impact on the consolidated financial statements and do not believe the adoption of this standard will have a material impact on the financial position or results of operations. For the six months ended June 30, 2017, approximately 95% of total operating revenue arises from SCE's tariff offerings that provide electricity to customers. For such arrangements, revenue from contracts with customers will be equivalent to the electricity supplied and billed in that period (including estimated billings). As such, there will not be a change in the timing or pattern of revenue recognition for such sales. This standard will require enhanced disclosures, including a disaggregation of revenue from contracts with customers. Edison International and SCE plan to disaggregate customer contract revenue between revenue from earnings activities and revenue from cost-recovery activities. Some revenue arrangements, such as alternative revenue programs, are excluded from the scope of the new standard and, therefore, will be accounted for and presented separately from revenues recognized under the new standard on the Edison International and SCE consolidated financial statements. Edison International and SCE anticipate adopting the standard using the modified retrospective application which means that Edison International and SCE would recognize any cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings on January 1, 2018.

In January 2016, the FASB issued an accounting standards update that amends the guidance on the classification and measurement of financial instruments. The amendments require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income. It also amends certain disclosure requirements associated with the fair value of financial instruments. In addition, the new guidance requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. Edison International and SCE will adopt this guidance effective January 1, 2018. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's consolidated financial statements.

In February 2016, the FASB issued an accounting standards update related to lease accounting including enhanced disclosures. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. Lessees will need to recognize leases on the balance sheet as a right-of-use asset and a related lease liability, and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expense while finance leases will result in a higher initial expense pattern due to the interest component. SCE, as a regulated entity, is permitted to continue to have straight-line expense for finance leases, assuming the rate recovery is based upon current payments. Lessees can elect to exclude from the balance sheet short-term contracts one year or less. This guidance is effective January 1, 2019. Early adoption is permitted, but Edison International and SCE do not expect to elect early adoption. The adoption of this standard will increase right-of-use assets and lease liabilities in Edison International's and SCE's consolidated balance sheets. Edison International and SCE are currently evaluating the impact this standard will have on the results of operations and statements of cash flows and lease disclosures.

The FASB also issued an accounting standards update related to the impairment of financial instruments, effective January 1, 2020. The new guidance provides an impairment model, known as the current expected credit loss model, which is based on expected credit losses rather than incurred losses. Edison International and SCE are currently evaluating the impact of this new guidance.

The FASB also issued accounting standards updates related to the presentation and classification of certain cash receipts and payments in the statement of cash flows, including a change to the amount of cash, cash equivalents, and restricted cash explained when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard is effective January 1, 2018 and requires retrospective application. Edison International and SCE are currently evaluating the impact of this new guidance.

In January 2017, the FASB issued an accounting standards update to simplify the accounting for goodwill impairment. This accounting standards update changes the procedural steps in applying the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Edison International will apply this guidance to the goodwill impairment test beginning in 2020.

In March 2017, the FASB issued an accounting standards update which amends the current requirements related to the presentation of the components of net periodic benefit cost for an entity's defined benefit pension and other postretirement plans. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's financial position or results of operations, but will result in the separate presentation of service costs as an operating expense and non-service costs within other income and expense. The new standards update is effective on January 1, 2018. It is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost.

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Consolidated Statements of Changes in Equity

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Consolidated Statements of Changes in Equity

Consolidated Statements of Changes in Equity

The following table provides Edison International's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Common Shareholders											Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2016	$	2,505	$	(53	)	$	9,544		$	11,996		$	2,191		$	14,187
Net income	—		—			640			640			62			702
Other comprehensive income	—		5			—			5			—			5
Common stock dividends declared ($1.0850 per share)	—		—			(354		)	(354		)	—			(354		)
Dividends to noncontrolling interests	—		—			—			—			(62		)	(62		)
Stock-based compensation	—		—			(151		)	(151		)	—			(151		)
Non-cash stock-based compensation	10		—			—			10			—			10
Issuance of preference stock	—		—			—			—			463			463
Balance at June 30, 2017	$	2,515	$	(48	)	$	9,679		$	12,146		$	2,654		$	14,800

The following table provides Edison International's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Common Shareholders												Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings				Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,484	$	(56	)	$	8,940			$	11,368		$	2,020		$	13,388
Net income	—		—			561			1	561			61			622
Other comprehensive income	—		3			—				3			—			3
Common stock dividends declared ($0.9600 per share)	—		—			(313		)		(313		)	—			(313		)
Dividends to noncontrolling interests	—		—			—				—			(61		)	(61		)
Stock-based compensation	—		—			(18		)	1	(18		)	—			(18		)
Non-cash stock-based compensation	12		—			—				12			—			12
Issuance of preference stock	—		—			—				—			294			294
Redemption of preference stock	—		—			(2		)		(2		)	(123		)	(125		)
Balance at June 30, 2016	$	2,496	$	(53	)	$	9,168			$	11,611		$	2,191		$	13,802

¹   Edison International adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $546 million and $(60) million, respectively, for the six months ended June 30, 2016.

The following table provides SCE's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Preferred and Preference Stock		Total Equity
Balance at December 31, 2016	$	2,168	$	657		$	(20	)	$	9,433		$	2,245	$	14,483
Net income	—		—			—			718			—		718
Other comprehensive income	—		—			2			—			—		2
Dividends declared on common stock	—		—			—			(382		)	—		(382		)
Dividends declared on preferred and preference stock	—		—			—			(62		)	—		(62		)
Stock-based compensation	—		—			—			(33		)	—		(33		)
Non-cash stock-based compensation	—		6			—			—			—		6
Issuance of preference stock	—		(12		)	—			—			475		463
Balance at June 30, 2017	$	2,168	$	651		$	(18	)	$	9,674		$	2,720	$	15,195

The following table provides SCE's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings				Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,168	$	652		$	(22	)	$	8,804			$	2,070		$	13,672
Net income	—		—			—			673			1	—			673
Other comprehensive income	—		—			2			—				—			2
Dividends declared on common stock	—		—			—			(340		)		—			(340		)
Dividends declared on preferred and preference stock	—		—			—			(61		)		—			(61		)
Stock-based compensation	—		—			—			(34		)	1	—			(34		)
Non-cash stock-based compensation	—		6			—			—				—			6
Issuance of preference stock	—		(6		)	—			—				300			294
Redemption of preference stock	—		2			—			(2		)		(125		)	(125		)
Balance at June 30, 2016	$	2,168	$	654		$	(20	)	$	9,040			$	2,245		$	14,087

¹   SCE adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $662 million and $(40) million, respectively, for the six months ended June 30, 2016.

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Variable Interest Entities

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Variable Interest Entities

Variable Interest Entities

A VIE is defined as a legal entity that meets one of two conditions: (1) the equity owners do not have sufficient equity at risk, or (2) the holders of the equity investment at risk, as a group, lack any of the following three characteristics: decision-making rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is required to consolidate the VIE. A subsidiary of Edison International is the primary beneficiary of entities that own rooftop solar projects. Commercial and operating activities are generally the factors that most significantly impact the economic performance of such VIEs. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch, and compliance with regulatory and contractual requirements.

Variable Interest in VIEs that are not Consolidated

Power Purchase Agreements

SCE has power purchase agreements ("PPAs") that are classified as variable interests in VIEs, including tolling agreements through which SCE provides the natural gas to fuel the plants and contracts with qualifying facilities that contain variable pricing provisions based on the price of natural gas. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. Since payments for capacity are the primary source of income, the most significant economic activity for these VIEs is the operation and maintenance of the power plants.

As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to its involvement with VIEs result from amounts due under the PPAs or the fair value of those derivative contracts. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its California Public Utilities Commission ("CPUC")-approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees, or other commitments associated with these contracts other than the purchase commitments described in Note 11 of the 2016 Form 10-K. As a result, there is no significant potential exposure to loss to SCE from its variable interest in these VIEs. The aggregate contracted capacity dedicated to SCE from these VIE projects was 4,900 MW and 4,349 MW at June 30, 2017 and 2016, respectively, and the amounts that SCE paid to these projects were $106 million and $92 million for the three months ended June 30, 2017 and 2016, respectively, and $246 million and $219 million for six months ended June 30, 2017 and 2016, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.

Unconsolidated Trusts of SCE

SCE Trust I, Trust II, Trust III, Trust IV, Trust V, and Trust VI were formed in 2012, 2013, 2014, 2015, 2016, and 2017, respectively, for the exclusive purpose of issuing the 5.625%, 5.10%, 5.75%, 5.375%, 5.45%, and 5.00% trust preference securities, respectively ("trust securities"). The trusts are VIEs. SCE has concluded that it is not the primary beneficiary of these VIEs as it does not have the obligation to absorb the expected losses or the right to receive the expected residual returns of the trusts. SCE Trust I, Trust II, Trust III, Trust IV, Trust V and Trust VI issued to the public trust securities in the face amounts of $475 million, $400 million, $275 million, $325 million, $300 million, and $475 million (cumulative, liquidation amounts of $25 per share), respectively, and $10,000 of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series F, Series G, Series H, Series J, Series K, and Series L Preference Stock issued by SCE in the principal amounts of $475 million, $400 million, $275 million, $325 million, $300 million, and $475 million (cumulative, $2,500 per share liquidation values), respectively, which have substantially the same payment terms as the respective trust securities.

The Series F, Series G, Series H, Series J, Series K, and Series L Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series F, Series G, Series H, Series J, Series K, or Series L Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust. The applicable trust will make distributions at the same rate and on the same dates on the applicable series of trust securities if and when the SCE board of directors declares and makes dividend payments on the related Preference Stock. The applicable trust will use any dividends it receives on the related Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to any of these trusts, SCE would be prohibited from paying dividends on its common stock. SCE has fully and unconditionally guaranteed the payment of the trust securities and trust distributions, if and when SCE pays dividends on the related Preference Stock.

The Trust I, Trust II, Trust III, Trust IV, and Trust V balance sheets as of June 30, 2017 and December 31, 2016, consisted of investments of $475 million, $400 million, $275 million, $325 million, and $300 million in the Series F, Series G, Series H, Series J, and Series K Preference Stock, respectively, $475 million, $400 million, $275 million, $325 million, and $300 million of trust securities, respectively, and $10,000 each of common stock. The Trust VI balance sheet as of June 30, 2017 consisted of investments of $475 million in the Series L Preference Stock, $475 million of trust securities, and $10,000 of common stock.

In July 2017, SCE Trust I redeemed $475 million of trust securities from the public and $10,000 of common stock from SCE. See Note 12 for additional information.

The following table provides a summary of the trusts' income statements:

	Three months ended June 30,
(in millions)	Trust I		Trust II		Trust III		Trust IV		Trust V		Trust VI
2017
Dividend income	$	6	$	5	$	4	$	5	$	4	$	—
Dividend distributions	6		5		4		5		4		—
2016
Dividend income	$	6	$	5	$	4	$	5	$	4	*
Dividend distributions	6		5		4		5		4		*

	Six months ended June 30,
(in millions)		Trust I		Trust II		Trust III		Trust IV		Trust V		Trust VI
2017
Dividend income		$	13	$	10	$	8	$	9	$	8	$	—
Dividend distributions		13		10		8		9		8		—
2016
Dividend income		$	13	$	10	$	8	$	9	$	5	*
Dividend distributions		13		10		8		9		5		*

* Not applicable.

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Fair Value Measurements

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

Recurring Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. As of June 30, 2017 and December 31, 2016, nonperformance risk was not material for Edison International and SCE.

Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.

Level 1 – The fair value of Edison International's and SCE's Level 1 assets and liabilities is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. This level includes exchange-traded equity securities, U.S. treasury securities, mutual funds, and money market funds.

Level 2 – Edison International's and SCE's Level 2 assets and liabilities include fixed income securities, primarily consisting of U.S. government and agency bonds, municipal bonds and corporate bonds, and over-the-counter derivatives. The fair value of fixed income securities is determined using a market approach by obtaining quoted prices for similar assets and liabilities in active markets and inputs that are observable, either directly or indirectly, for substantially the full term of the instrument.

The fair value of SCE's over-the-counter derivative contracts is determined using an income approach. SCE uses standard pricing models to determine the net present value of estimated future cash flows. Inputs to the pricing models include forward published or posted clearing prices from exchanges (New York Mercantile Exchange and Intercontinental Exchange) for similar instruments and discount rates. A primary price source that best represents trade activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes, prices from exchanges, or comparison to executed trades are used to validate and corroborate the primary price source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity.

Level 3 – The fair value of SCE's Level 3 assets and liabilities is determined using the income approach through various models and techniques that require significant unobservable inputs. This level includes tolling arrangements and derivative contracts that trade infrequently such as congestion revenue rights ("CRRs"). Edison International Parent and Other does not have any Level 3 assets and liabilities.

Assumptions are made in order to value derivative contracts in which observable inputs are not available. Changes in fair value are based on changes to forward market prices, including extrapolation of short-term observable inputs into forecasted prices for illiquid forward periods. In circumstances where fair value cannot be verified with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. Modeling methodologies, inputs, and techniques are reviewed and assessed as markets continue to develop and more pricing information becomes available and the fair value is adjusted when it is concluded that a change in inputs or techniques would result in a new valuation that better reflects the fair value of those derivative contracts. See Note 6 for a discussion of derivative instruments.

SCE

The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:

	June 30, 2017
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	23	$	36		$	—	$	59
Other	29		—		—			—		29
Nuclear decommissioning trusts:
Stocks2	1,611		—		—			—		1,611
Fixed Income3	1,049		1,559		—			—		2,608
Short-term investments, primarily cash equivalents	111		119		—			—		230
Subtotal of nuclear decommissioning trusts4	2,771		1,678		—			—		4,449
Total assets	2,800		1,701		36			—		4,537
Liabilities at fair value
Derivative contracts	—		10		1,048			—		1,058
Total liabilities	—		10		1,048			—		1,058
Net assets (liabilities)	$	2,800	$	1,691	$	(1,012	)	$	—	$	3,479

	December 31, 2016
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	6	$	68		$	—	$	74
Other	33		—		—			—		33
Nuclear decommissioning trusts:
Stocks2	1,547		—		—			—		1,547
Fixed Income3	865		1,751		—			—		2,616
Short-term investments, primarily cash equivalents	36		170		—			—		206
Subtotal of nuclear decommissioning trusts4	2,448		1,921		—			—		4,369
Total assets	2,481		1,927		68			—		4,476
Liabilities at fair value
Derivative contracts	—		—		1,157			—		1,157
Total liabilities	—		—		1,157			—		1,157
Net assets (liabilities)	$	2,481	$	1,927	$	(1,089	)	$	—	$	3,319

¹  Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.

²  Approximately 68% and 70% of SCE's equity investments were located in the United States at June 30, 2017 and December 31, 2016, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $74 million and $79 million at June 30, 2017 and December 31, 2016, respectively.

⁴  Excludes net payables of $68 million and $127 million at June 30, 2017 and December 31, 2016, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.

Edison International Parent and Other

Edison International Parent and Other assets measured at fair value consisted of money market funds of $23 million at both June 30, 2017 and December 31, 2016, classified as Level 1.

SCE Fair Value of Level 3

The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Fair value of net liabilities at beginning of period	$	(1,166	)	$	(1,213	)	$	(1,089	)	$	(1,148	)
Total realized/unrealized losses:
Included in regulatory assets and liabilities1	11			43			(66		)	(22		)
Contract amendment2	143			—			143			—
Fair value of net liabilities at end of period	$	(1,012	)	$	(1,170	)	$	(1,012	)	$	(1,170	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	(12	)	$	19		$	(97	)	$	(54	)

¹  Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

² Represents a tolling contract that was amended during the second quarter of 2017, which is no longer accounted for as a derivative as of June 30, 2017.

Edison International and SCE recognize the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no material transfers between any levels during 2017 and 2016.

Valuation Techniques Used to Determine Fair Value

The process of determining fair value is the responsibility of SCE's risk management department, which reports to SCE's chief financial officer. This department obtains observable and unobservable inputs through broker quotes, exchanges, and internal valuation techniques that use both standard and proprietary models to determine fair value. Each reporting period, the risk and finance departments collaborate to determine the appropriate fair value methodologies and classifications for each derivative. Inputs are validated for reasonableness by comparison against prior prices, other broker quotes, and volatility fluctuation thresholds. Inputs used and valuations are reviewed period-over-period and compared with market conditions to determine reasonableness.

The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:

	Fair Value (in millions)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
June 30, 2017	$	36	$	—	Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
December 31, 2016	67		—		Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
Tolling
June 30, 2017	—		1,043		Option model	Volatility of gas prices	13% - 43% (21%)
						Volatility of power prices	27% - 67% (34%)
						Power prices	$23.41 - $47.10 ($33.16)
December 31, 2016	—		1,154		Option model	Volatility of gas prices	15% - 48% (20%)
						Volatility of power prices	29% - 71% (40%)
						Power prices	$23.40 - $51.24 ($34.70)

¹  Prices are in dollars per megawatt-hour.

²  Prices are in dollars per million British thermal units.

Level 3 Fair Value Sensitivity

Congestion Revenue Rights

For CRRs, where SCE is the buyer, generally increases (decreases) in forecasted load in isolation would result in increases (decreases) to the fair value. In general, an increase (decrease) in electricity and gas prices at illiquid locations tends to result in increases (decreases) to fair value; however, changes in electricity and gas prices in opposite directions may have varying results on fair value.

Tolling Arrangements

The fair values of SCE's tolling arrangements contain intrinsic value and time value. Intrinsic value is the difference between the market price and strike price of the underlying commodity. Time value is made up of several components, including volatility, time to expiration, and interest rates. The option model for tolling arrangements reflects plant specific information such as operating and start-up costs.

For tolling arrangements where SCE is the buyer, increases in volatility of the underlying commodity prices would result in increases to fair value as it represents greater price movement risk. As power and gas prices increase, the fair value of tolling arrangements tends to increase. The valuation of tolling arrangements is also impacted by the correlation between gas and power prices. As the correlation increases, the fair value of tolling arrangements tends to decline.

Nuclear Decommissioning Trusts

SCE's nuclear decommissioning trust investments include equity securities, U.S. treasury securities, and other fixed income securities. Equity and treasury securities are classified as Level 1 as fair value is determined by observable market prices in active or highly liquid and transparent markets. The remaining fixed income securities are classified as Level 2. The fair value of these financial instruments is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers, and relevant credit information. There are no securities classified as Level 3 in the nuclear decommissioning trusts.

Fair Value of Debt Recorded at Carrying Value

The carrying value and fair value of Edison International's and SCE's long-term debt (including current portion of long-term debt) are as follows:

	June 30, 2017				December 31, 2016
(in millions)	Carrying Value1		Fair Value		Carrying Value1		Fair Value
SCE	$	11,024	$	12,507	$	10,333	$	11,539
Edison International	12,243		13,742		11,156		12,368

¹   Carrying value is net of debt issuance costs.

The fair value of Edison International's and SCE's short-term and long-term debt is classified as Level 2 and is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes of new issue prices, and relevant credit information.

The carrying value of Edison International's and SCE's trade receivables and payables, other investments, and short-term debt approximates fair value.

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Debt and Credit Agreements

6 Months Ended

Jun. 30, 2017

Debt Disclosure [Abstract]

Debt and Credit Agreements

Debt and Credit Agreements

Long-Term Debt

During the first quarter of 2017, SCE borrowed $300 million under a Term Loan Agreement due July 2018, with a variable interest rate based on the London Interbank Offered Rate plus 65 basis points (1.82% at June 30, 2017). The proceeds were used for general corporate purposes.

During the first quarter of 2017, SCE reissued $135 million of 2.625% pollution-control bonds subject to mandatory remarketing in December 2023. The proceeds were used for general corporate purposes.

During the first quarter of 2017, SCE issued $700 million of 4.00% first and refunding mortgage bonds due in 2047 and Edison International issued $400 million of 2.125% senior notes due in 2020. The proceeds were used to repay commercial paper borrowings and for general corporate purposes. In addition, the proceeds from SCE's bonds were used to fund SCE's capital program.

Credit Agreements and Short-Term Debt

SCE and Edison International Parent have multi-year revolving credit facilities of $2.75 billion and $1.25 billion, respectively, both maturing in July 2022. The maturity date for both credit facilities was extended in July 2017. SCE's credit facility is generally used to support commercial paper borrowings and letters of credit issued for procurement-related collateral requirements, balancing account undercollections and for general corporate purposes, including working capital requirements to support operations and capital expenditures. Edison International Parent's credit facility is used to support commercial paper borrowings and for general corporate purposes.

At June 30, 2017, SCE outstanding commercial paper, net of discount, was $219 million at a weighted-average interest rate of 1.29%. At June 30, 2017, letters of credit issued under SCE's credit facility aggregated $53 million and are scheduled to expire in twelve months or less. At December 31, 2016, the outstanding commercial paper, net of discount, was $769 million at a weighted-average interest rate of 0.9%.

At June 30, 2017, Edison International Parent's outstanding commercial paper, net of discount, was $344 million at a weighted-average interest rate of 1.38%. At December 31, 2016, the outstanding commercial paper, net of discount, was $538 million at a weighted-average interest rate of 0.97%.

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Derivative Instruments

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments

Derivative Instruments

Derivative financial instruments are used to manage exposure to commodity price risk. These risks are managed in part by entering into forward commodity transactions, including options, swaps, and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.

Commodity Price Risk

Commodity price risk represents the potential impact that can be caused by a change in the market value of a particular commodity. SCE's electricity price exposure arises from energy purchased from and sold to wholesale markets as a result of differences between SCE's load requirements and the amount of energy delivered from its generating facilities and PPAs. SCE's natural gas price exposure arises from natural gas purchased for the Mountainview power plant and peaker plants, qualifying facility contracts where pricing is based on a monthly natural gas index, and PPAs in which SCE has agreed to provide the natural gas needed for generation, referred to as tolling arrangements.

Credit and Default Risk

Credit and default risk represent the potential impact that can be caused if a counterparty were to default on its contractual obligations and SCE would be exposed to spot markets for buying replacement power or selling excess power. In addition, SCE would be exposed to the risk of non-payment of accounts receivable, primarily related to the sales of excess power and realized gains on derivative instruments.

Certain power contracts contain master netting agreements or similar agreements, which generally allow counterparties subject to the agreement to setoff amounts when certain criteria are met, such as in the event of default. The objective of netting is to reduce credit exposure. Additionally, to reduce SCE's risk exposures counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.

Certain power contracts contain a provision that requires SCE to maintain an investment grade rating from each of the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to post additional collateral to cover derivative liabilities and the related outstanding payables. The net fair value of all derivative liabilities with these credit-risk-related contingent features was $11 million and $12 million as of June 30, 2017 and December 31, 2016, respectively, for which SCE has posted $8 million and $12 million collateral at June 30, 2017 and December 31, 2016, respectively to its counterparties at the respective dates for its derivative liabilities and related outstanding payables. If the credit-risk-related contingent features underlying these agreements were triggered on June 30, 2017, SCE would be required to post $21 million of additional collateral of which $18 million is related to outstanding payables that are net of collateral already posted.

Fair Value of Derivative Instruments

SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are offset against margin and cash collateral deposits. In addition, SCE has provided collateral in the form of letters of credit. Collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, changes in market prices relative to contractual commitments, and other factors. See Note 4 for a discussion of fair value of derivative instruments. The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	June 30, 2017
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	60		$	1	$	61		$	192		$	868	$	1,060		$	999
Gross amounts offset in the consolidated balance sheets	(2		)	—		(2		)	(2		)	—		(2		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	58		$	1	$	59		$	190		$	868	$	1,058		$	999

	December 31, 2016
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	74		$	1	$	75		$	217		$	941	$	1,158		$	1,083
Gross amounts offset in the consolidated balance sheets	(1		)	—		(1		)	(1		)	—		(1		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	73		$	1	$	74		$	216		$	941	$	1,157		$	1,083

¹  In addition, at June 30, 2017 and December 31, 2016, SCE had received $1 million and $2 million, respectively, of collateral that is not offset against derivative assets and is reflected in "Other current liabilities" on the consolidated balance sheets.

Income Statement Impact of Derivative Instruments

SCE recognizes realized gains and losses on derivative instruments as purchased power expense and expects that such gains or losses will be part of the purchased power costs recovered from customers. As a result, realized gains and losses do not affect earnings, but may temporarily affect cash flows. Due to expected future recovery from customers, unrealized gains and losses are recorded as regulatory assets and liabilities and therefore also do not affect earnings. The remaining effects of derivative activities and related regulatory offsets are recorded in cash flows from operating activities in the consolidated statements of cash flows.

The following table summarizes the components of SCE's economic hedging activity:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Realized losses	$	(3	)	$	(25	)	$	(5	)	$	(52	)
Unrealized gains (losses)	6			72			(80		)	8

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
Commodity	Unit of Measure	June 30, 2017	December 31, 2016
Electricity options, swaps and forwards	GWh	1,731	1,816
Natural gas options, swaps and forwards	Bcf	144	36
Congestion revenue rights	GWh	63,103	93,319
Tolling arrangements	GWh	41,924	61,093

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Income Taxes

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Effective Tax Rate

The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Income from continuing operations before income taxes	$	335		$	259		$	687		$	591
Provision for income tax at federal statutory rate of 35%	117			91			241			207
Increase in income tax from:
State tax, net of federal benefit	6			4			16			11
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	(6		)	2			(18		)	1
Shared-based compensation2	(3		)	(4		)	(46		)	(15		)
Other	(5		)	(6		)	(11		)	(11		)
Total income tax expense (benefit) from continuing operations	$	26		$	(51	)	$	(14	)	$	(24	)
Effective tax rate	7.8		%	(19.7		)%	(2.0		)%	(4.1		)%
SCE:
Income from continuing operations before income taxes	$	395		$	317		$	787		$	683
Provision for income tax at federal statutory rate of 35%	138			111			275			239
Increase in income tax from:
State tax, net of federal benefit	9			6			22			15
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	—			(1		)	(11		)	(2		)
Shared-based compensation2	(1		)	(3		)	(9		)	(11		)
Other	(6		)	(7		)	(12		)	(14		)
Total income tax expense (benefit) from continuing operations	$	57		$	(32	)	$	69		$	10
Effective tax rate	14.4		%	(10.1		)%	8.8		%	1.5		%

¹   During the second quarter of 2016, SCE recorded $79 million for 2012 – 2014 incremental tax benefits related to repair deductions, which were flowed-through to customers ($133 million pre-tax).

²  Includes state taxes for Edison International and SCE of $4 million and $1 million, respectively, for the three months ended June 30, 2017 and $10 million and $2 million, respectively, for the six months ended June 30, 2017. Includes state taxes for Edison International and SCE of $3 million and $2 million, respectively, for the six months ended June 30, 2016. Refer to Note 1 for further information.

The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. Flow-through items reduce current authorized revenue requirements in SCE's rate cases and result in a regulatory asset for recovery of deferred income taxes in future periods. The difference between the authorized amounts as determined in SCE's rate cases, adjusted for balancing and memorandum account activities, and the recorded flow-through items also result in increases or decreases in regulatory assets with a corresponding impact on the effective tax rate to the extent that recorded deferred amounts are expected to be recovered in future rates.

In March 2017, SCE received the final decision on claims against, and counterclaims of, Mitsubishi Heavy Industries, Inc. and related companies (together, "MHI") from the arbitration tribunal, the International Chamber of Commerce, discussed further in Note 11. San Onofre was permanently shut down on June 7, 2013 as a result of failure of replacement steam generators supplied by MHI. With the resolution of the insurance claim against Nuclear Electric Insurance Limited ("NEIL") in October 2015 and the conclusion of the arbitration proceeding against MHI, a tax abandonment loss of $691 million and $1.13 billion for federal and state income tax purposes, respectively, was claimed in the first six months of 2017, resulting in a flow-through tax benefit of approximately $39 million impacting the effective tax rate. Due to the tax abandonment loss recognized during the first six months of 2017, Edison International and SCE both expect to report federal and California tax losses in 2017.

Unrecognized Tax Benefits

In the first quarter of 2017, Edison International settled all open tax positions with the Internal Revenue Service ("IRS") for taxable years 2007 through 2012. The following table provides a reconciliation of unrecognized tax benefits for 2017 as a result of the audit settlement:

(in millions)	Edison International			SCE
Balance at January 1, 2017	$	471		$	371
Tax positions taken during the current year:
Increases	20			20
Tax positions taken during a prior year:
Increases	3			3
Decreases	—			—
Decreases for settlements during the period	(83		)	(78		)
Balance at June 30, 2017	$	411		$	316

Tax Disputes

In the first quarter of 2017, Edison International settled all open tax positions with the IRS for taxable years 2007 through 2012. Edison International has previously made cash deposits to cover the estimated tax and interest liability from this audit cycle and expects a $7 million refund of this deposited amount.

Tax years that remain open for examination by the IRS and the California Franchise Tax Board are 2013 – 2015 and 2010 – 2015, respectively. Edison International has settled all open tax position with the IRS for taxable years prior to 2013. Tax years 2003 – 2009 are currently under protest with the California Franchise Tax Board.

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Compensation and Benefit Plans

6 Months Ended

Jun. 30, 2017

Retirement Benefits [Abstract]

Compensation and Benefit Plans

Compensation and Benefit Plans

Pension Plans

Edison International made contributions of $76 million during the six months ended June 30, 2017, which includes contributions of $44 million by SCE. Edison International expects to make contributions of $60 million during the remainder of 2017, which includes $41 million from SCE. Annual contributions made by SCE to most of SCE's pension plans are anticipated to be recovered through CPUC-approved regulatory mechanisms.

Pension expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	36		$	39		$	72		$	78
Interest cost	41			44			82			88
Expected return on plan assets	(53		)	(56		)	(106		)	(112		)
Settlement costs1	8			—			8			—
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	5			9			10			18
Expense under accounting standards	$	38		$	37		$	68		$	74
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	35		$	28		$	62		$	56
SCE:
Service cost	$	35		$	38		$	70		$	76
Interest cost	37			41			74			82
Expected return on plan assets	(50		)	(53		)	(100		)	(106		)
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	4			8			8			16
Expense under accounting standards	$	27		$	35		$	54		$	70
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	24		$	26		$	48		$	52

¹  Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump sum payments made in April 2017 to Edison International executives retiring in 2016 from the Executive Retirement Plan exceeded the estimated service and interest costs, resulting in a partial settlement of that plan. A settlement loss of approximately $7.7 million ($4.6 million after tax) was recorded at Edison International in the second quarter of 2017.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $2 million and $1 million, respectively, for the three months ended June 30, 2017, and $5 million and $3 million, respectively, for the six months ended June 30, 2017. The amount reclassified for Edison International and SCE was $3 million and $1 million, respectively, for the three months ended June 30, 2016, and $6 million and $3 million, respectively, for the six months ended June 30, 2016.

Postretirement Benefits Other Than Pensions

Edison International made contributions of $10 million during the six months ended June 30, 2017 and expects to make contributions of $11 million during the remainder of 2017, substantially all of which are expected to be made by SCE. Annual contributions related to SCE employees made to SCE plans are anticipated to be recovered through CPUC-approved regulatory mechanisms and are expected to be, at a minimum, equal to the total annual expense for these plans. Benefits under these plans, with some exceptions, are generally unvested and subject to change. Under the terms of the Edison International Health and Welfare Plan ("PBOP Plan") each participating employer (Edison International or its participating subsidiaries) is responsible for the costs and expenses of all PBOP Plan benefits with respect to its employees and former employees. A participating employer may terminate the PBOP Plan benefits with respect to its employees and former employees, as may SCE (as PBOP Plan sponsor), and, accordingly, the participants' PBOP Plan benefits are not vested benefits.

PBOP expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14
SCE:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14

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Investments

6 Months Ended

Jun. 30, 2017

Regulated Entity, Other Assets, Noncurrent [Abstract]

Investments

Investments

Nuclear Decommissioning Trusts

Future decommissioning costs related to SCE's nuclear assets are expected to be funded from independent decommissioning trusts.

The following table sets forth amortized cost and fair value of the trust investments (see Note 4 for a discussion of fair value of the trust investments):

	Longest Maturity Dates	Amortized Cost				Fair Value
(in millions)		June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Stocks	—	$	304	$	319	$	1,611	$	1,547
Municipal bonds	2054	617		659		737		766
U.S. government and agency securities	2067	1,209		1,131		1,288		1,191
Corporate bonds	2057	523		600		584		659
Short-term investments and receivables/payables1	One-year	156		75		161		79
Total		$	2,809	$	2,784	$	4,381	$	4,242

¹ Short-term investments include $32 million and $114 million of repurchase agreements payable by financial institutions which earn interest, are fully secured by U.S. Treasury securities and mature by July 3, 2017 and January 4, 2017 as of June 30, 2017 and December 31, 2016, respectively.

Trust fund earnings (based on specific identification) increase the trust fund balance and the asset retirement obligation ("ARO") regulatory liability. Unrealized holding gains, net of losses, were $1.6 billion and $1.5 billion at June 30, 2017 and December 31, 2016, respectively.

The following table sets forth a summary of changes in the fair value of the trust:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Balance at beginning of period	$	4,352		$	4,290		$	4,242		$	4,331
Gross realized gains	13			22			112			75
Gross realized losses	—			(1		)	(16		)	(4		)
Unrealized gains, net of losses	87			72			114			113
Other-than-temporary impairments	(3		)	(8		)	(4		)	(33		)
Interest and dividends	31			32			59			60
Income taxes	(26		)	(24		)	(26		)	(42		)
Decommissioning disbursements	(73		)	(38		)	(99		)	(154		)
Administrative expenses and other	—			(1		)	(1		)	(2		)
Balance at end of period	$	4,381		$	4,344		$	4,381		$	4,344

Trust assets are used to pay income taxes. Deferred tax liabilities related to net unrealized gains at June 30, 2017 were $388 million. Accordingly, the fair value of trust assets available to pay future decommissioning costs, net of deferred income taxes, totaled $4.0 billion at June 30, 2017. Due to regulatory mechanisms, changes in assets of the trusts from income or loss items have no impact on operating revenue or earnings.

Decommissioning disbursements are funded from sales of investments of the nuclear decommissioning trusts.

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Regulatory Assets and Liabilities

6 Months Ended

Jun. 30, 2017

Regulatory Assets and Liabilities Disclosure [Abstract]

Regulatory Assets and Liabilities

Regulatory Assets and Liabilities

Regulatory Assets

SCE's regulatory assets included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	374	$	135
Energy derivatives and other power contracts	199		150
Unamortized investments, net of accumulated amortization	25		49
Other	36		16
Total current	634		350
Long-term:
Deferred income taxes, net of liabilities	4,875		4,478
Pensions and other postretirement benefits	712		710
Energy derivatives and other power contracts	969		947
Unamortized investments, net of accumulated amortization	78		80
San Onofre	772		857
Unamortized loss on reacquired debt	176		184
Regulatory balancing accounts	72		66
Environmental remediation	123		126
Other	73		7
Total long-term	7,850		7,455
Total regulatory assets	$	8,484	$	7,805

Regulatory Liabilities

SCE's regulatory liabilities included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	822	$	736
San Onofre MHI arbitration award1	47		—
Other	34		20
Total current	903		756
Long-term:
Costs of removal	2,820		2,847
Recoveries in excess of ARO liabilities2	1,758		1,639
Regulatory balancing accounts	1,326		1,180
Other	57		60
Total long-term	5,961		5,726
Total regulatory liabilities	$	6,864	$	6,482

¹ Represents SCE's net recovery from claims against MHI. See Note 11 for further discussion.

² Represents the cumulative differences between ARO expenses and amounts collected in rates primarily for the decommissioning of SCE's nuclear generation facilities. Decommissioning costs recovered through rates are primarily placed in nuclear decommissioning trusts. This regulatory liability also represents the deferral of realized and unrealized gains and losses on the nuclear decommissioning trust investments. See Note 9 for further discussion.

Net Regulatory Balancing Accounts

The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:

(in millions)	June 30, 2017			December 31, 2016
Asset (liability)
Energy resource recovery account	$	228		$	(20	)
New system generation balancing account	(175		)	(6		)
Public purpose programs and energy efficiency programs	(1,064		)	(992		)
Tax accounting memorandum account and pole loading balancing account	(197		)	(142		)
Base rate recovery balancing account	(257		)	(426		)
Department of Energy litigation memorandum account	(156		)	(122		)
Greenhouse gas auction revenue	24			31
FERC balancing accounts	(136		)	(69		)
Other	31			31
Liability	$	(1,702	)	$	(1,715	)

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Commitments and Contingencies

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Third-Party Power Purchase Agreements

During the first six months of 2017, SCE had existing PPAs that met the critical contract provisions (including completion of major milestones for construction). The commitments for these contracts are estimated to be: $50 million in 2017, $120 million in 2018, $122 million in 2019, $123 million in 2020, $124 million in 2021, and $1.0 billion for the remaining period thereafter. For further information, see Note 11 in the 2016 Form 10-K.

Indemnities

Edison International and SCE have various financial and performance guarantees and indemnity agreements, which are issued in the normal course of business.

Edison International and SCE have provided indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, and indemnities for specified environmental liabilities and income taxes with respect to assets sold. Edison International's and SCE's obligations under these agreements may or may not be limited in terms of time and/or amount, and in some instances Edison International and SCE may have recourse against third parties. Edison International and SCE have not recorded a liability related to these indemnities. The overall maximum amount of the obligations under these indemnifications cannot be reasonably estimated.

SCE has indemnified the City of Redlands, California in connection with the Mountainview power plant's California Energy Commission permit for cleanup or associated actions related to groundwater contaminated by perchlorate due to the disposal of filter cake at the City's solid waste landfill. The obligations under this agreement are not limited to a specific time period or subject to a maximum liability. SCE has not recorded a liability related to this indemnity.

Contingencies

In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax, and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of these other proceedings will not, individually or in the aggregate, materially affect its financial position, results of operations and cash flows.

San Onofre Related Matters

Replacement steam generators were installed at San Onofre in 2010 and 2011. On January 31, 2012, a leak suddenly occurred in one of the heat transfer tubes in San Onofre's Unit 3 steam generators. The Unit was safely taken off-line and subsequent inspections revealed excessive tube wear. Unit 2 was off-line for a planned outage when areas of unexpected tube wear were also discovered. On June 6, 2013, SCE decided to permanently retire Units 2 and 3.

San Onofre CPUC Proceedings

In November 2014, the CPUC approved the Settlement Agreement by and among SCE, The Utility Reform Network, the CPUC's Office of Ratepayer Advocates and San Diego Gas & Electric ("SDG&E"), which was later joined by the Coalition of California Utility Employees and Friends of the Earth, dated November 20, 2014 (the "San Onofre OII Settlement Agreement"), which resolved the CPUC's investigation regarding the steam generator replacement project at San Onofre and the related outages and subsequent shutdown of San Onofre. Subsequently, the San Onofre Order Instituting Investigation ("OII") proceeding record was reopened by a joint ruling of the Assigned Commissioner and the Assigned administrative law judge ("ALJ") to consider whether, in light of SCE not reporting certain ex parte communications on a timely basis, the San Onofre OII Settlement Agreement remained reasonable, consistent with the law, and in the public interest, which is the standard the CPUC applies in reviewing settlements submitted for approval. In comments filed with the CPUC in July 2016, SCE asserted that the San Onofre OII Settlement Agreement continues to meet this standard and therefore should not be disturbed. A number of the parties to the San Onofre OII, however, have requested that the CPUC either modify the San Onofre OII Settlement Agreement or vacate its previous approval of the settlement and reinstate the San Onofre OII for further proceedings.

In a December 2016 joint ruling, the Assigned Commissioner and the Assigned ALJ expressed concerns about the extent to which the failure to timely report ex parte communications had impacted the settlement negotiations and directed SCE and SDG&E to meet and confer with the other parties in the San Onofre OII to consider changing the terms of the San Onofre OII Settlement Agreement. In March 2017, SCE and the parties participating in the meet-and-confer process initiated a mediation of the issues identified in the December 2016 joint ruling. The CPUC has established a joint report deadline of August 15, 2017, at which time the parties must report on the outcome of the meet-and-confer process. SCE has recorded a regulatory asset of $772 million at June 30, 2017 to reflect the expected recoveries under the San Onofre OII Settlement Agreement. Management assesses at the end of each reporting period whether regulatory assets are probable of future recovery. SCE assessed the San Onofre regulatory asset at June 30, 2017 and continues to conclude that the asset is probable, though not certain, of recovery based on SCE's knowledge of facts and judgment in applying the relevant regulatory principles to the issue. Such judgment is subject to uncertainty, and regulatory principles and precedents are not necessarily binding and are capable of interpretation.

Challenges related to the Settlement of San Onofre CPUC Proceedings

A federal lawsuit challenging the CPUC's authority to permit rate recovery of San Onofre costs and an application to the CPUC for rehearing of its decision approving the San Onofre OII Settlement Agreement were filed in November and December 2014, respectively. In April 2015, the federal lawsuit was dismissed with prejudice and the plaintiffs in that case appealed the dismissal to the Ninth Circuit in May 2015. In light of the San Onofre OII meet-and-confer sessions, the Ninth Circuit cancelled the hearing that had been scheduled for February 9, 2017 and ordered the parties to notify the Ninth Circuit of the status of the San Onofre OII by May 1, 2017 and periodically thereafter. The parties have filed the required status reports with the court.

In July 2015, a purported securities class action lawsuit was filed in federal court against Edison International, its then Chief Executive Officer and its then Chief Financial Officer. The complaint was later amended to include SCE's former President as a defendant. The lawsuit alleges that the defendants violated the securities laws by failing to disclose that Edison International had ex parte contacts with CPUC decision-makers regarding the San Onofre OII that were either unreported or more extensive than initially reported. The initial complaint purported to be filed on behalf of a class of persons who acquired Edison International common stock between March 21, 2014 and June 24, 2015 (the "Class Period"). In September 2016, the federal court granted defendants’ motion to dismiss the complaint, with an opportunity for plaintiff to amend the complaint. Plaintiff filed an amended complaint, which the federal court dismissed again with an opportunity for the plaintiff to amend the complaint. Plaintiff filed a third amended complaint in May 2017, which extends the Class Period to August 10, 2015. Defendants filed a motion to dismiss the third amended complaint in June 2017, and are awaiting a ruling.

Also in July 2015, a federal shareholder derivative lawsuit was filed against members of the Edison International Board of Directors for breach of fiduciary duty and other claims. The federal derivative lawsuit is based on similar allegations to the federal class action securities lawsuit and seeks monetary damages, including punitive damages, and various corporate governance reforms. An additional federal shareholder derivative lawsuit making essentially the same allegations was filed in August 2015 and was subsequently consolidated with the July 2015 federal derivative lawsuit. In September 2016, the federal court granted defendants' motion to dismiss the consolidated complaint, with an opportunity for plaintiffs to amend the complaint. Plaintiffs did not file an amended complaint by the required date. Plaintiffs' deadline to appeal the federal court's order granting defendants' motion to dismiss lapsed in March 2017 and no appeal was filed.

In October 2015, a shareholder derivative lawsuit was filed in California state court against members of the Edison International Board of Directors for breach of fiduciary duty and other claims, making similar allegations to those in the federal derivative lawsuits discussed above. In light of the ruling in the parallel federal derivative lawsuit discussed above, plaintiff requested that the court voluntarily dismiss the state court action. The action was dismissed in April 2017.

In November 2015, a purported securities class action lawsuit was filed in federal court against Edison International, its then Chief Executive Officer and its Treasurer by an Edison International employee, alleging claims under the Employee Retirement Income Security Act. The complaint purports to be filed on behalf of a class of Edison International employees who were participants in the Edison 401(k) Savings Plan and invested in the Edison International Stock Fund between March 27, 2014 and June 24, 2015. The complaint alleges that defendants breached their fiduciary duties because they knew or should have known that investment in the Edison International Stock Fund was imprudent because the price of Edison International common stock was artificially inflated due to Edison International's alleged failure to disclose certain ex parte communications with CPUC decision-makers related to the San Onofre OII. In July 2016, the federal court granted the defendants' motion to dismiss the lawsuit with an opportunity for the plaintiff to amend her complaint. Plaintiff filed an amended complaint in July 2016, that dismissed Edison International as a named defendant and the remaining defendants filed a motion to dismiss in August 2016. These defendants' motion was heard by the court in November 2016. In June 2017, the federal court again granted defendants' motion to dismiss the lawsuit with an opportunity for the plaintiff to amend her complaint. Plaintiff filed an amended complaint in early July 2017. Defendants have filed motion to dismiss the amended complaint, which will be heard by the court in October 2017.

Edison International and SCE cannot predict the outcome of the open proceedings.

MHI Claims

SCE pursued claims against MHI, which designed and supplied the replacement steam generators. In October 2013, SCE sent MHI a formal request for binding arbitration under the auspices of the International Chamber of Commerce seeking damages for all losses. SCE alleged contract and tort claims and sought at least $4 billion in damages on behalf of itself and its customers and in its capacity as Operating Agent for San Onofre. MHI denied any liability and asserted counterclaims for $41 million, for which SCE denied any liability. Each of the other San Onofre owners (SDG&E and Riverside) sued MHI, alleging claims arising from MHI's supplying the faulty steam generators. These litigation claims have been stayed pending the arbitration. The other co-owners were added as additional claimants in the arbitration. In March 2017, the arbitration tribunal found MHI liable for breach of contract, but rejected claimants' other claims. The tribunal found that damages were subject to contractual limitations on liability. In addition, the tribunal ordered the claimants to pay MHI's legal costs but rejected MHI's counterclaims. The net recovery awarded to SCE was initially determined to be $52 million. An adjustment to the interest awarded to SCE subsequently reduced the net recovery to approximately $47 million. The decision is the final award of the tribunal but can be challenged in court on limited grounds. SCE has determined that it will not appeal the decision. As a result of uncertainty associated with the allocation of the award under the San Onofre OII Settlement Agreement, SCE recorded a regulatory liability for the net recovery.

Environmental Remediation

SCE records its environmental remediation liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operation and maintenance, monitoring, and site closure. Unless there is a single probable amount, SCE records the lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.

At June 30, 2017, SCE's recorded estimated minimum liability to remediate its 19 identified material sites (sites with a liability balance at June 30, 2017, in which the upper end of the range of the costs is at least $1 million) was $125 million, including $74 million related to San Onofre. In addition to these sites, SCE also has 17 immaterial sites with a liability balance as of June 30, 2017, for which the total minimum recorded liability was $3 million. Of the $128 million total environmental remediation liability for SCE, $123 million has been recorded as a regulatory asset. SCE expects to recover $47 million through an incentive mechanism that allows SCE to recover 90% of its environmental remediation costs at certain sites (SCE may request to include additional sites) and $75 million through a mechanism that allows SCE to recover 100% of the costs incurred at certain sites through customer rates. SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination, and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.

The ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs at the identified material sites and immaterial sites could exceed its recorded liability by up to $150 million and $8 million, respectively. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

SCE expects to clean up and mitigate its identified sites over a period of up to 30 years. Remediation costs for each of the next five years are expected to range from $5 million to $18 million. Costs incurred for the six months ended June 30, 2017 and 2016 were $4 million and $1 million, respectively.

Based upon the CPUC's regulatory treatment of environmental remediation costs incurred at SCE, SCE believes that costs ultimately recorded will not materially affect its results of operations, financial position, or cash flows. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to estimates.

Nuclear Insurance

SCE is a member of NEIL, a mutual insurance company owned by entities with nuclear facilities. NEIL provides insurance for nuclear property damage, including damages caused by acts of terrorism up to specified limits, and for accidental outages for active facilities. The amount of nuclear property damage insurance purchased for San Onofre and Palo Verde exceeds the minimum federal requirement of $1.06 billion. If NEIL losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to approximately $52 million per year.

Federal law limits public offsite liability claims for bodily injury and property damage from a nuclear incident to the amount of available financial protection, which is currently approximately $13.4 billion. Based on its ownership interests, SCE could be required to pay a maximum of approximately $255 million per nuclear incident. However, it would have to pay no more than approximately $38 million per incident in any one year.

For more information on nuclear insurance coverage, see Note 11 in the 2016 Form 10-K.

Wildfire Insurance

Severe wildfires in California have given rise to large damage claims against California utilities for fire-related losses alleged to be the result of the failure of electric and other utility equipment. Invoking a California Court of Appeal decision, plaintiffs pursuing these claims have relied on the doctrine of inverse condemnation, which can impose strict liability (including liability for a claimant's attorneys' fees) for property damage. Drought conditions in California have also increased the duration of the wildfire season and the risk of severe wildfire events. SCE has approximately $1 billion of insurance coverage for wildfire liabilities for the period ending on May 31, 2018. SCE has a self-insured retention of $10 million per wildfire occurrence. Various coverage limitations within the policies that make up this insurance coverage could result in additional self-insured costs in the event of multiple wildfire occurrences during the policy period. SCE or its vegetation management contractors may experience coverage reductions and/or increased insurance costs in future years. No assurance can be given that future losses will not exceed the limits of insurance coverage.

Spent Nuclear Fuel

Under federal law, the U.S. Department of Energy ("DOE") is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE has not met its contractual obligation to accept spent nuclear fuel. Extended delays by the DOE have led to the construction of costly alternatives and associated siting and environmental issues. Currently, both San Onofre and Palo Verde have interim storage for spent nuclear fuel on site sufficient for their current license period.

In June 2010, the United States Court of Federal Claims issued a decision granting SCE and the San Onofre co-owners damages of approximately $142 million (SCE share $112 million) to recover costs incurred through December 31, 2005 for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. SCE received payment from the federal government in the amount of the damage award. In April 2016, SCE, as operating agent, settled a lawsuit on behalf of the San Onofre owners against the DOE for $162 million, including reimbursement for legal costs (SCE share $124 million) to compensate for damages caused by the DOE's failure to meet its obligation to begin accepting spent nuclear fuel for the period from January 1, 2006 to December 31, 2013. The settlement also provides for a claim submission/audit process for expenses incurred from 2014 – 2016, where SCE will submit a claim for damages caused by the DOE failure to accept spent nuclear fuel each year, followed by a government audit and payment of the claim. This process will make additional legal action to recover damages incurred in 2014 – 2016 unnecessary. The first such claim covering damages for 2014 – 2015 was filed on September 30, 2016 for approximately $56 million. In February 2017, the DOE reviewed the 2014 – 2015 claim submission and reduced the original request to approximately $43 million (SCE share was approximately $34 million) primarily due to DOE allocation limits. SCE accepted the DOE's determination, and the government will pay the 2014 – 2015 claim under the terms of the settlement. SCE will make the claim submission for 2016 damages in the third quarter of 2017. All damages recovered by SCE are subject to CPUC review as to how these amounts would be distributed among customers, shareholders, or to offset fuel decommissioning or storage costs.

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Preferred and Preference Stock of SCE (Notes)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Preferred and Preference Stock of SCE

During the second quarter of 2017, SCE issued $475 million of 5.00% Series L preference stock (190,004 shares; cumulative, $2,500 liquidation value) to SCE Trust VI, a special purpose entity formed to issue trust securities as discussed in Note 3. The Series L preference stock may be redeemed at a premium, in whole, but not in part, at any time prior to June 26, 2022 if certain changes in tax or investment company law or interpretation or applicable rating agency equity credit criteria occur. On or after June 26, 2022, SCE may redeem the Series L shares at par, in whole or in part. The shares are not subject to mandatory redemption. In July 2017, the proceeds were used to redeem $475 million of SCE's Series F Preference Stock.

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Accumulated Other Comprehensive Loss

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Accumulated Other Comprehensive Loss

Accumulated Other Comprehensive Loss

Edison International's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(49	)	$	(54	)	$	(53	)	$	(56	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			3			3
Other	—			—			2			—
Change	1			1			5			3
Ending Balance	$	(48	)	$	(53	)	$	(48	)	$	(53	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

SCE's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(18	)	$	(21	)	$	(20	)	$	(22	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			2			2
Other	(1		)	—			—			—
Change	—			1			2			2
Ending Balance	$	(18	)	$	(20	)	$	(18	)	$	(20	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

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Interest and Other Income and Other Expenses

6 Months Ended

Jun. 30, 2017

Other Income and Expenses [Abstract]

Interest and Other Income and Other Expenses

Interest and Other Income and Other Expenses

Interest and other income and other expenses are as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2017		2016		2017		2016
SCE interest and other income:
Equity allowance for funds used during construction	$	23	$	19	$	41	$	42
Increase in cash surrender value of life insurance policies and life insurance benefits	10		11		22		17
Interest income	1		2		3		3
Other	2		1		3		3
Total SCE interest and other income	36		33		69		65
Other income of Edison International Parent and Other	1		—		1		—
Total Edison International interest and other income	$	37	$	33	$	70	$	65
SCE other expenses:
Civic, political and related activities and donations	$	7	$	8	$	10	$	12
Other	5		3		9		7
Total SCE other expenses	12		11		19		19
Other expenses of Edison International Parent and Other	—		—		1		—
Total Edison International other expenses	$	12	$	11	$	20	$	19

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Supplemental Cash Flows Information

6 Months Ended

Jun. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flows Information

Supplemental Cash Flows Information

Supplemental cash flows information for continuing operations is:

	Edison International				SCE
	Six months ended June 30,
(in millions)	2017		2016		2017		2016
Cash payments for interest and taxes:
Interest, net of amounts capitalized	$	240	$	228	$	223	$	221
Tax payments, net of refunds	14		12		20		32
Non-cash financing and investing activities:
Dividends declared but not paid:
Common stock	$	177	$	156	$	—	$	—
Preferred and preference stock	12		12		12		12

SCE's accrued capital expenditures at June 30, 2017 and 2016 were $283 million and $338 million, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Organization and Basis of Presentation

Organization and Basis of Presentation

Edison International is the parent holding company of Southern California Edison Company ("SCE"). SCE 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. Edison International is also the parent company of Edison Energy Group, Inc., a holding company for subsidiaries engaged in pursuing competitive business opportunities across energy services and distributed solar for commercial and industrial customers. Such business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE, and other wholly owned and controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to Edison International Parent and Other refer to Edison International Parent and its competitive subsidiaries. SCE's consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.

Edison International's and SCE's significant accounting policies were described in Note 1 of "Notes to Consolidated Financial Statements" included in Edison International's and SCE's combined Annual Report on Form 10-K for the year-ended December 31, 2016 (the "2016 Form 10-K"). This quarterly report should be read in conjunction with the financial statements and notes included in the 2016 Form 10-K.

In the opinion of management, all adjustments, consisting of recurring accruals, have been made that are necessary to fairly state the consolidated financial position, results of operations, and cash flows in accordance with accounting principles generally accepted in the United States ("GAAP") for the periods covered by this quarterly report on Form 10-Q. The results of operations for the three- and six-month periods ended June 30, 2017 are not necessarily indicative of the operating results for the full year.

The December 31, 2016 financial statement data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Cash Equivalents

Cash Equivalents

Cash equivalents includes investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of three months or less.

Earnings Per Share

Earnings Per Share

Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards payable in common shares, including performance shares and restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested.

New Accounting Guidance

New Accounting Guidance

Accounting Guidance Not Yet Adopted

In May 2014, the Financial Accounting Standards Board ("FASB") issued an accounting standards update on revenue recognition and further amended the standard in 2016 and 2017. Under the new standard, revenue is recognized when (or as) a good or service is transferred to the customer and the customer obtains control of the good or service. This standard will be adopted on January 1, 2018. Edison International and SCE have completed the preliminary phases of their assessment of the impact on the consolidated financial statements and do not believe the adoption of this standard will have a material impact on the financial position or results of operations. For the six months ended June 30, 2017, approximately 95% of total operating revenue arises from SCE's tariff offerings that provide electricity to customers. For such arrangements, revenue from contracts with customers will be equivalent to the electricity supplied and billed in that period (including estimated billings). As such, there will not be a change in the timing or pattern of revenue recognition for such sales. This standard will require enhanced disclosures, including a disaggregation of revenue from contracts with customers. Edison International and SCE plan to disaggregate customer contract revenue between revenue from earnings activities and revenue from cost-recovery activities. Some revenue arrangements, such as alternative revenue programs, are excluded from the scope of the new standard and, therefore, will be accounted for and presented separately from revenues recognized under the new standard on the Edison International and SCE consolidated financial statements. Edison International and SCE anticipate adopting the standard using the modified retrospective application which means that Edison International and SCE would recognize any cumulative effect of initially applying the revenue standard as an adjustment to the opening balance of retained earnings on January 1, 2018.

In January 2016, the FASB issued an accounting standards update that amends the guidance on the classification and measurement of financial instruments. The amendments require equity investments (excluding those accounted for under the equity method or those that result in consolidation) to be measured at fair value, with changes in fair value recognized in net income. It also amends certain disclosure requirements associated with the fair value of financial instruments. In addition, the new guidance requires financial assets and financial liabilities to be presented separately in the notes to the financial statements, grouped by measurement category and form of financial asset. Edison International and SCE will adopt this guidance effective January 1, 2018. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's consolidated financial statements.

In February 2016, the FASB issued an accounting standards update related to lease accounting including enhanced disclosures. Under the new standard, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. Lessees will need to recognize leases on the balance sheet as a right-of-use asset and a related lease liability, and classify the leases as either operating or finance. The liability will be equal to the present value of lease payments. The asset will be based on the liability, subject to adjustment, such as for initial direct costs. Operating leases will result in straight-line expense while finance leases will result in a higher initial expense pattern due to the interest component. SCE, as a regulated entity, is permitted to continue to have straight-line expense for finance leases, assuming the rate recovery is based upon current payments. Lessees can elect to exclude from the balance sheet short-term contracts one year or less. This guidance is effective January 1, 2019. Early adoption is permitted, but Edison International and SCE do not expect to elect early adoption. The adoption of this standard will increase right-of-use assets and lease liabilities in Edison International's and SCE's consolidated balance sheets. Edison International and SCE are currently evaluating the impact this standard will have on the results of operations and statements of cash flows and lease disclosures.

The FASB also issued an accounting standards update related to the impairment of financial instruments, effective January 1, 2020. The new guidance provides an impairment model, known as the current expected credit loss model, which is based on expected credit losses rather than incurred losses. Edison International and SCE are currently evaluating the impact of this new guidance.

The FASB also issued accounting standards updates related to the presentation and classification of certain cash receipts and payments in the statement of cash flows, including a change to the amount of cash, cash equivalents, and restricted cash explained when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This standard is effective January 1, 2018 and requires retrospective application. Edison International and SCE are currently evaluating the impact of this new guidance.

In January 2017, the FASB issued an accounting standards update to simplify the accounting for goodwill impairment. This accounting standards update changes the procedural steps in applying the goodwill impairment test. A goodwill impairment will now be the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Edison International will apply this guidance to the goodwill impairment test beginning in 2020.

In March 2017, the FASB issued an accounting standards update which amends the current requirements related to the presentation of the components of net periodic benefit cost for an entity's defined benefit pension and other postretirement plans. The adoption of this standard is not expected to have a material impact on Edison International's and SCE's financial position or results of operations, but will result in the separate presentation of service costs as an operating expense and non-service costs within other income and expense. The new standards update is effective on January 1, 2018. It is required to be applied on a retrospective basis for the presentation of the service cost component and the other components of net benefit cost and on a prospective basis for the capitalization of only the service cost component of net benefit cost.

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2017

Accounting Policies [Abstract]

Cash Equivalents

The cash equivalents were as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Money market funds	$	41	$	41	$	18	$	18

Cash is temporarily invested until required for check clearing. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:

	Edison International				SCE
(in millions)	June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Book balances reclassified to accounts payable	$	54	$	138	$	54	$	136

EPS Attributable to Edison International Common Shareholders

EPS attributable to Edison International common shareholders was computed as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions, except per-share amounts)	2017		2016		2017		2016
Basic earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Basic earnings per share – continuing operations	$	0.85	$	0.87	$	1.96	$	1.72
Diluted earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$	278	$	282	$	640	$	562
Participating securities dividends	—		—		—		—
Income from continuing operations available to common shareholders	$	278	$	282	$	640	$	562
Income impact of assumed conversions	—		—		—		—
Income from continuing operations available to common shareholders and assumed conversions	$	278	$	282	$	640	$	562
Weighted average common shares outstanding	326		326		326		326
Incremental shares from assumed conversions	3		4		3		4
Adjusted weighted average shares – diluted	329		330		329		330
Diluted earnings per share – continuing operations	$	0.85	$	0.86	$	1.95	$	1.70

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Consolidated Statements of Changes in Equity (Tables)

6 Months Ended

Jun. 30, 2017

Schedule of Capitalization, Equity [Line Items]

Schedule of Changes in Equity

The following table provides Edison International's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Common Shareholders											Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings			Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2016	$	2,505	$	(53	)	$	9,544		$	11,996		$	2,191		$	14,187
Net income	—		—			640			640			62			702
Other comprehensive income	—		5			—			5			—			5
Common stock dividends declared ($1.0850 per share)	—		—			(354		)	(354		)	—			(354		)
Dividends to noncontrolling interests	—		—			—			—			(62		)	(62		)
Stock-based compensation	—		—			(151		)	(151		)	—			(151		)
Non-cash stock-based compensation	10		—			—			10			—			10
Issuance of preference stock	—		—			—			—			463			463
Balance at June 30, 2017	$	2,515	$	(48	)	$	9,679		$	12,146		$	2,654		$	14,800

The following table provides Edison International's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Common Shareholders												Noncontrolling Interests
(in millions, except per-share amounts)	Common Stock		Accumulated Other Comprehensive Loss			Retained Earnings				Subtotal			Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,484	$	(56	)	$	8,940			$	11,368		$	2,020		$	13,388
Net income	—		—			561			1	561			61			622
Other comprehensive income	—		3			—				3			—			3
Common stock dividends declared ($0.9600 per share)	—		—			(313		)		(313		)	—			(313		)
Dividends to noncontrolling interests	—		—			—				—			(61		)	(61		)
Stock-based compensation	—		—			(18		)	1	(18		)	—			(18		)
Non-cash stock-based compensation	12		—			—				12			—			12
Issuance of preference stock	—		—			—				—			294			294
Redemption of preference stock	—		—			(2		)		(2		)	(123		)	(125		)
Balance at June 30, 2016	$	2,496	$	(53	)	$	9,168			$	11,611		$	2,191		$	13,802

¹   Edison International adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $546 million and $(60) million, respectively, for the six months ended June 30, 2016.

Southern California Edison

Schedule of Capitalization, Equity [Line Items]

Schedule of Changes in Equity

The following table provides SCE's changes in equity for the six months ended June 30, 2017:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings			Preferred and Preference Stock		Total Equity
Balance at December 31, 2016	$	2,168	$	657		$	(20	)	$	9,433		$	2,245	$	14,483
Net income	—		—			—			718			—		718
Other comprehensive income	—		—			2			—			—		2
Dividends declared on common stock	—		—			—			(382		)	—		(382		)
Dividends declared on preferred and preference stock	—		—			—			(62		)	—		(62		)
Stock-based compensation	—		—			—			(33		)	—		(33		)
Non-cash stock-based compensation	—		6			—			—			—		6
Issuance of preference stock	—		(12		)	—			—			475		463
Balance at June 30, 2017	$	2,168	$	651		$	(18	)	$	9,674		$	2,720	$	15,195

The following table provides SCE's changes in equity for the six months ended June 30, 2016:

	Equity Attributable to Edison International
(in millions)	Common Stock		Additional Paid-in Capital			Accumulated Other Comprehensive Loss			Retained Earnings				Preferred and Preference Stock			Total Equity
Balance at December 31, 2015	$	2,168	$	652		$	(22	)	$	8,804			$	2,070		$	13,672
Net income	—		—			—			673			1	—			673
Other comprehensive income	—		—			2			—				—			2
Dividends declared on common stock	—		—			—			(340		)		—			(340		)
Dividends declared on preferred and preference stock	—		—			—			(61		)		—			(61		)
Stock-based compensation	—		—			—			(34		)	1	—			(34		)
Non-cash stock-based compensation	—		6			—			—				—			6
Issuance of preference stock	—		(6		)	—			—				300			294
Redemption of preference stock	—		2			—			(2		)		(125		)	(125		)
Balance at June 30, 2016	$	2,168	$	654		$	(20	)	$	9,040			$	2,245		$	14,087

¹   SCE adopted an accounting standard related to share-based payments during the fourth quarter of 2016, effective January 1, 2016. See Note 1 for further information. The table above reflects the adoption of this standard on January 1, 2016. Net income and stock-based compensation (as previously reported) were $662 million and $(40) million, respectively, for the six months ended June 30, 2016.

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Variable Interest Entities (Tables)

6 Months Ended

Jun. 30, 2017

Southern California Edison

Variable Interest Entity

Summary of Trusts' Income Statements

The following table provides a summary of the trusts' income statements:

	Three months ended June 30,
(in millions)	Trust I		Trust II		Trust III		Trust IV		Trust V		Trust VI
2017
Dividend income	$	6	$	5	$	4	$	5	$	4	$	—
Dividend distributions	6		5		4		5		4		—
2016
Dividend income	$	6	$	5	$	4	$	5	$	4	*
Dividend distributions	6		5		4		5		4		*

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Carrying Amounts and Fair Values of Long-term Debt, Including Current Portion

The carrying value and fair value of Edison International's and SCE's long-term debt (including current portion of long-term debt) are as follows:

	June 30, 2017				December 31, 2016
(in millions)	Carrying Value1		Fair Value		Carrying Value1		Fair Value
SCE	$	11,024	$	12,507	$	10,333	$	11,539
Edison International	12,243		13,742		11,156		12,368

¹   Carrying value is net of debt issuance costs.

Southern California Edison

Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]

Fair Value by Level

The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:

	June 30, 2017
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	23	$	36		$	—	$	59
Other	29		—		—			—		29
Nuclear decommissioning trusts:
Stocks2	1,611		—		—			—		1,611
Fixed Income3	1,049		1,559		—			—		2,608
Short-term investments, primarily cash equivalents	111		119		—			—		230
Subtotal of nuclear decommissioning trusts4	2,771		1,678		—			—		4,449
Total assets	2,800		1,701		36			—		4,537
Liabilities at fair value
Derivative contracts	—		10		1,048			—		1,058
Total liabilities	—		10		1,048			—		1,058
Net assets (liabilities)	$	2,800	$	1,691	$	(1,012	)	$	—	$	3,479

	December 31, 2016
(in millions)	Level 1		Level 2		Level 3			Netting and Collateral1		Total
Assets at fair value
Derivative contracts	$	—	$	6	$	68		$	—	$	74
Other	33		—		—			—		33
Nuclear decommissioning trusts:
Stocks2	1,547		—		—			—		1,547
Fixed Income3	865		1,751		—			—		2,616
Short-term investments, primarily cash equivalents	36		170		—			—		206
Subtotal of nuclear decommissioning trusts4	2,448		1,921		—			—		4,369
Total assets	2,481		1,927		68			—		4,476
Liabilities at fair value
Derivative contracts	—		—		1,157			—		1,157
Total liabilities	—		—		1,157			—		1,157
Net assets (liabilities)	$	2,481	$	1,927	$	(1,089	)	$	—	$	3,319

¹  Represents the netting of assets and liabilities under master netting agreements and cash collateral across the levels of the fair value hierarchy. Netting among positions classified within the same level is included in that level.

²  Approximately 68% and 70% of SCE's equity investments were located in the United States at June 30, 2017 and December 31, 2016, respectively.

³  Includes corporate bonds, which were diversified and included collateralized mortgage obligations and other asset backed securities of $74 million and $79 million at June 30, 2017 and December 31, 2016, respectively.

⁴  Excludes net payables of $68 million and $127 million at June 30, 2017 and December 31, 2016, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.

Summary of Changes in Fair Value of Level 3 Net Derivative Assets and Liabilities

The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Fair value of net liabilities at beginning of period	$	(1,166	)	$	(1,213	)	$	(1,089	)	$	(1,148	)
Total realized/unrealized losses:
Included in regulatory assets and liabilities1	11			43			(66		)	(22		)
Contract amendment2	143			—			143			—
Fair value of net liabilities at end of period	$	(1,012	)	$	(1,170	)	$	(1,012	)	$	(1,170	)
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period	$	(12	)	$	19		$	(97	)	$	(54	)

¹  Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.

² Represents a tolling contract that was amended during the second quarter of 2017, which is no longer accounted for as a derivative as of June 30, 2017.

Valuation Techniques and Significant Unobservable Inputs Used to Determine Fair Value for Level 3 Assets and Liabilities

The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:

	Fair Value (in millions)					Significant	Range
	Assets		Liabilities		Valuation Technique(s)	Unobservable Input	(Weighted Average)
Congestion revenue rights
June 30, 2017	$	36	$	—	Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
December 31, 2016	67		—		Market simulation model and auction prices	Load forecast	3,708 MW - 22,840 MW
						Power prices1	$3.65 - $99.58
						Gas prices2	$2.51 - $4.87
Tolling
June 30, 2017	—		1,043		Option model	Volatility of gas prices	13% - 43% (21%)
						Volatility of power prices	27% - 67% (34%)
						Power prices	$23.41 - $47.10 ($33.16)
December 31, 2016	—		1,154		Option model	Volatility of gas prices	15% - 48% (20%)
						Volatility of power prices	29% - 71% (40%)
						Power prices	$23.40 - $51.24 ($34.70)

¹  Prices are in dollars per megawatt-hour.

²  Prices are in dollars per million British thermal units.

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Derivative Instruments (Tables)

6 Months Ended

Jun. 30, 2017

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Fair Value of Derivative Liabilities Instruments

The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	June 30, 2017
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	60		$	1	$	61		$	192		$	868	$	1,060		$	999
Gross amounts offset in the consolidated balance sheets	(2		)	—		(2		)	(2		)	—		(2		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	58		$	1	$	59		$	190		$	868	$	1,058		$	999

	December 31, 2016
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	74		$	1	$	75		$	217		$	941	$	1,158		$	1,083
Gross amounts offset in the consolidated balance sheets	(1		)	—		(1		)	(1		)	—		(1		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	73		$	1	$	74		$	216		$	941	$	1,157		$	1,083

¹  In addition, at June 30, 2017 and December 31, 2016, SCE had received $1 million and $2 million, respectively, of collateral that is not offset against derivative assets and is reflected in "Other current liabilities" on the consolidated balance sheets.

Southern California Edison

Derivative Instruments and Hedging Activities Disclosures [Line Items]

Fair Value of Derivative Asset Instruments

The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:

	June 30, 2017
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	60		$	1	$	61		$	192		$	868	$	1,060		$	999
Gross amounts offset in the consolidated balance sheets	(2		)	—		(2		)	(2		)	—		(2		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	58		$	1	$	59		$	190		$	868	$	1,058		$	999

	December 31, 2016
	Derivative Assets								Derivative Liabilities								Net Liability
(in millions)	Short-Term			Long-Term		Subtotal			Short-Term			Long-Term		Subtotal
Commodity derivative contracts
Gross amounts recognized	$	74		$	1	$	75		$	217		$	941	$	1,158		$	1,083
Gross amounts offset in the consolidated balance sheets	(1		)	—		(1		)	(1		)	—		(1		)	—
Cash collateral posted1	—			—		—			—			—		—			—
Net amounts presented in the consolidated balance sheets	$	73		$	1	$	74		$	216		$	941	$	1,157		$	1,083

¹  In addition, at June 30, 2017 and December 31, 2016, SCE had received $1 million and $2 million, respectively, of collateral that is not offset against derivative assets and is reflected in "Other current liabilities" on the consolidated balance sheets.

Summarization of Economic Hedging Activities

The following table summarizes the components of SCE's economic hedging activity:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Realized losses	$	(3	)	$	(25	)	$	(5	)	$	(52	)
Unrealized gains (losses)	6			72			(80		)	8

Notional Volumes of Derivative Instruments

The following table summarizes the notional volumes of derivatives used for SCE hedging activities:

		Economic Hedges
Commodity	Unit of Measure	June 30, 2017	December 31, 2016
Electricity options, swaps and forwards	GWh	1,731	1,816
Natural gas options, swaps and forwards	Bcf	144	36
Congestion revenue rights	GWh	63,103	93,319
Tolling arrangements	GWh	41,924	61,093

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Income Taxes (Tables)

6 Months Ended

Jun. 30, 2017

Income Tax Disclosure [Abstract]

Reconciliation of Income Tax Expense

The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Income from continuing operations before income taxes	$	335		$	259		$	687		$	591
Provision for income tax at federal statutory rate of 35%	117			91			241			207
Increase in income tax from:
State tax, net of federal benefit	6			4			16			11
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	(6		)	2			(18		)	1
Shared-based compensation2	(3		)	(4		)	(46		)	(15		)
Other	(5		)	(6		)	(11		)	(11		)
Total income tax expense (benefit) from continuing operations	$	26		$	(51	)	$	(14	)	$	(24	)
Effective tax rate	7.8		%	(19.7		)%	(2.0		)%	(4.1		)%
SCE:
Income from continuing operations before income taxes	$	395		$	317		$	787		$	683
Provision for income tax at federal statutory rate of 35%	138			111			275			239
Increase in income tax from:
State tax, net of federal benefit	9			6			22			15
Property-related1	(83		)	(138		)	(196		)	(217		)
Change related to uncertain tax positions	—			(1		)	(11		)	(2		)
Shared-based compensation2	(1		)	(3		)	(9		)	(11		)
Other	(6		)	(7		)	(12		)	(14		)
Total income tax expense (benefit) from continuing operations	$	57		$	(32	)	$	69		$	10
Effective tax rate	14.4		%	(10.1		)%	8.8		%	1.5		%

¹   During the second quarter of 2016, SCE recorded $79 million for 2012 – 2014 incremental tax benefits related to repair deductions, which were flowed-through to customers ($133 million pre-tax).

²  Includes state taxes for Edison International and SCE of $4 million and $1 million, respectively, for the three months ended June 30, 2017 and $10 million and $2 million, respectively, for the six months ended June 30, 2017. Includes state taxes for Edison International and SCE of $3 million and $2 million, respectively, for the six months ended June 30, 2016. Refer to Note 1 for further information.

Reconciliation of Unrecognized Tax Benefits

 The following table provides a reconciliation of unrecognized tax benefits for 2017 as a result of the audit settlement:

(in millions)	Edison International			SCE
Balance at January 1, 2017	$	471		$	371
Tax positions taken during the current year:
Increases	20			20
Tax positions taken during a prior year:
Increases	3			3
Decreases	—			—
Decreases for settlements during the period	(83		)	(78		)
Balance at June 30, 2017	$	411		$	316

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Compensation and Benefit Plans (Tables)

6 Months Ended

Jun. 30, 2017

Pension Plans

Pension and Other Postretirement Benefits

Expense Components for Plans

Pension expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	36		$	39		$	72		$	78
Interest cost	41			44			82			88
Expected return on plan assets	(53		)	(56		)	(106		)	(112		)
Settlement costs1	8			—			8			—
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	5			9			10			18
Expense under accounting standards	$	38		$	37		$	68		$	74
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	35		$	28		$	62		$	56
SCE:
Service cost	$	35		$	38		$	70		$	76
Interest cost	37			41			74			82
Expected return on plan assets	(50		)	(53		)	(100		)	(106		)
Amortization of prior service cost	1			1			2			2
Amortization of net loss2	4			8			8			16
Expense under accounting standards	$	27		$	35		$	54		$	70
Regulatory adjustment	(3		)	(9		)	(6		)	(18		)
Total expense recognized	$	24		$	26		$	48		$	52

¹  Under GAAP, a settlement is recorded when lump-sum payments exceed estimated annual service and interest costs. Lump sum payments made in April 2017 to Edison International executives retiring in 2016 from the Executive Retirement Plan exceeded the estimated service and interest costs, resulting in a partial settlement of that plan. A settlement loss of approximately $7.7 million ($4.6 million after tax) was recorded at Edison International in the second quarter of 2017.

²  Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was $2 million and $1 million, respectively, for the three months ended June 30, 2017, and $5 million and $3 million, respectively, for the six months ended June 30, 2017. The amount reclassified for Edison International and SCE was $3 million and $1 million, respectively, for the three months ended June 30, 2016, and $6 million and $3 million, respectively, for the six months ended June 30, 2016.

PBOP Plan

Pension and Other Postretirement Benefits

Expense Components for Plans

PBOP expense components for continuing operations are:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Edison International:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14
SCE:
Service cost	$	9		$	10		$	18		$	20
Interest cost	24			26			48			52
Expected return on plan assets	(27		)	(28		)	(54		)	(56		)
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Total expense	$	5		$	7		$	10		$	14

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Investments (Tables) - Southern California Edison

6 Months Ended

Jun. 30, 2017

Investment [Line Items]

Amortized Cost and Fair Value of the Trust Investments

The following table sets forth amortized cost and fair value of the trust investments (see Note 4 for a discussion of fair value of the trust investments):

	Longest Maturity Dates	Amortized Cost				Fair Value
(in millions)		June 30, 2017		December 31, 2016		June 30, 2017		December 31, 2016
Stocks	—	$	304	$	319	$	1,611	$	1,547
Municipal bonds	2054	617		659		737		766
U.S. government and agency securities	2067	1,209		1,131		1,288		1,191
Corporate bonds	2057	523		600		584		659
Short-term investments and receivables/payables1	One-year	156		75		161		79
Total		$	2,809	$	2,784	$	4,381	$	4,242

¹ Short-term investments include $32 million and $114 million of repurchase agreements payable by financial institutions which earn interest, are fully secured by U.S. Treasury securities and mature by July 3, 2017 and January 4, 2017 as of June 30, 2017 and December 31, 2016, respectively.

Summary of Changes in the Fair Value of Trust

The following table sets forth a summary of changes in the fair value of the trust:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Balance at beginning of period	$	4,352		$	4,290		$	4,242		$	4,331
Gross realized gains	13			22			112			75
Gross realized losses	—			(1		)	(16		)	(4		)
Unrealized gains, net of losses	87			72			114			113
Other-than-temporary impairments	(3		)	(8		)	(4		)	(33		)
Interest and dividends	31			32			59			60
Income taxes	(26		)	(24		)	(26		)	(42		)
Decommissioning disbursements	(73		)	(38		)	(99		)	(154		)
Administrative expenses and other	—			(1		)	(1		)	(2		)
Balance at end of period	$	4,381		$	4,344		$	4,381		$	4,344

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Regulatory Assets and Liabilities (Tables) - Southern California Edison

6 Months Ended

Jun. 30, 2017

Regulatory Assets [Line Items]

Regulatory Assets Included on the Consolidated Balance Sheets

SCE's regulatory assets included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	374	$	135
Energy derivatives and other power contracts	199		150
Unamortized investments, net of accumulated amortization	25		49
Other	36		16
Total current	634		350
Long-term:
Deferred income taxes, net of liabilities	4,875		4,478
Pensions and other postretirement benefits	712		710
Energy derivatives and other power contracts	969		947
Unamortized investments, net of accumulated amortization	78		80
San Onofre	772		857
Unamortized loss on reacquired debt	176		184
Regulatory balancing accounts	72		66
Environmental remediation	123		126
Other	73		7
Total long-term	7,850		7,455
Total regulatory assets	$	8,484	$	7,805

Regulatory Liabilities Included on the Consolidated Balance Sheets

SCE's regulatory liabilities included on the consolidated balance sheets are:

(in millions)	June 30, 2017		December 31, 2016
Current:
Regulatory balancing accounts	$	822	$	736
San Onofre MHI arbitration award1	47		—
Other	34		20
Total current	903		756
Long-term:
Costs of removal	2,820		2,847
Recoveries in excess of ARO liabilities2	1,758		1,639
Regulatory balancing accounts	1,326		1,180
Other	57		60
Total long-term	5,961		5,726
Total regulatory liabilities	$	6,864	$	6,482

¹ Represents SCE's net recovery from claims against MHI. See Note 11 for further discussion.

² Represents the cumulative differences between ARO expenses and amounts collected in rates primarily for the decommissioning of SCE's nuclear generation facilities. Decommissioning costs recovered through rates are primarily placed in nuclear decommissioning trusts. This regulatory liability also represents the deferral of realized and unrealized gains and losses on the nuclear decommissioning trust investments. See Note 9 for further discussion.

Schedule of Net Regulatory Balancing Accounts

The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:

(in millions)	June 30, 2017			December 31, 2016
Asset (liability)
Energy resource recovery account	$	228		$	(20	)
New system generation balancing account	(175		)	(6		)
Public purpose programs and energy efficiency programs	(1,064		)	(992		)
Tax accounting memorandum account and pole loading balancing account	(197		)	(142		)
Base rate recovery balancing account	(257		)	(426		)
Department of Energy litigation memorandum account	(156		)	(122		)
Greenhouse gas auction revenue	24			31
FERC balancing accounts	(136		)	(69		)
Other	31			31
Liability	$	(1,702	)	$	(1,715	)

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Accumulated Other Comprehensive Loss (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss

Edison International's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(49	)	$	(54	)	$	(53	)	$	(56	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			3			3
Other	—			—			2			—
Change	1			1			5			3
Ending Balance	$	(48	)	$	(53	)	$	(48	)	$	(53	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

SCE's accumulated other comprehensive loss, net of tax consist of:

	Three months ended June 30,						Six months ended June 30,
(in millions)	2017			2016			2017			2016
Beginning balance	$	(18	)	$	(21	)	$	(20	)	$	(22	)
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss1	1			1			2			2
Other	(1		)	—			—			—
Change	—			1			2			2
Ending Balance	$	(18	)	$	(20	)	$	(18	)	$	(20	)

¹  These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 8 for additional information.

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Interest and Other Income and Other Expenses (Tables)

6 Months Ended

Jun. 30, 2017

Other Income and Expenses [Abstract]

Interest and Other Income and Expenses

Interest and other income and other expenses are as follows:

	Three months ended June 30,				Six months ended June 30,
(in millions)	2017		2016		2017		2016
SCE interest and other income:
Equity allowance for funds used during construction	$	23	$	19	$	41	$	42
Increase in cash surrender value of life insurance policies and life insurance benefits	10		11		22		17
Interest income	1		2		3		3
Other	2		1		3		3
Total SCE interest and other income	36		33		69		65
Other income of Edison International Parent and Other	1		—		1		—
Total Edison International interest and other income	$	37	$	33	$	70	$	65
SCE other expenses:
Civic, political and related activities and donations	$	7	$	8	$	10	$	12
Other	5		3		9		7
Total SCE other expenses	12		11		19		19
Other expenses of Edison International Parent and Other	—		—		1		—
Total Edison International other expenses	$	12	$	11	$	20	$	19

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Supplemental Cash Flows Information (Tables)

6 Months Ended

Jun. 30, 2017

Supplemental Cash Flow Elements [Abstract]

Supplemental Cash Flows Information

Supplemental cash flows information for continuing operations is:

	Edison International				SCE
	Six months ended June 30,
(in millions)	2017		2016		2017		2016
Cash payments for interest and taxes:
Interest, net of amounts capitalized	$	240	$	228	$	223	$	221
Tax payments, net of refunds	14		12		20		32
Non-cash financing and investing activities:
Dividends declared but not paid:
Common stock	$	177	$	156	$	—	$	—
Preferred and preference stock	12		12		12		12

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Summary of Significant Accounting Policies (Organization and Basis of Presentation) (Details) mi² in Thousands	6 Months Ended
	Jun. 30, 2017 mi²
Southern California Edison | Electric Utility
Segment Reporting Information [Line Items]
Supply of electricity, area covered (square mile)	50

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Summary of Significant Accounting Policies (Cash Equivalents) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Cash and Cash Equivalents Items [Line Items]
Money market funds	$ 41	$ 41
Book balances reclassified to accounts payable	54	138
Southern California Edison
Cash and Cash Equivalents Items [Line Items]
Money market funds	18	18
Book balances reclassified to accounts payable	$ 54	$ 136

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Summary of Significant Accounting Policies (Goodwill) (Details) $ in Millions	3 Months Ended
	Jun. 30, 2017 USD ($)
Accounting Policies [Abstract]
Goodwill impairment	$ 16.5
Goodwill impairment after tax	$ 10.0

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Summary of Significant Accounting Policies (Earnings Per Share) (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Basic earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$ 278	$ 282	$ 640	$ 562
Participating securities dividends	0	0	0	0
Income from continuing operations available to common shareholders	$ 278	$ 282	$ 640	$ 562
Weighted average common shares outstanding (in shares)	326,000,000	326,000,000	326,000,000	326,000,000
Basic earnings per share - continuing operations (in dollars per share)	$ 0.85	$ 0.87	$ 1.96	$ 1.72
Diluted earnings per share – continuing operations:
Income from continuing operations attributable to common shareholders	$ 278	$ 282	$ 640	$ 562
Participating securities dividends	0	0	0	0
Income from continuing operations available to common shareholders	278	282	640	562
Income impact of assumed conversions	0	0	0	0
Income from continuing operations available to common shareholders and assumed conversions	$ 278	$ 282	$ 640	$ 562
Weighted average common shares outstanding (in shares)	326,000,000	326,000,000	326,000,000	326,000,000
Incremental shares from assumed conversions (in shares)	3,000,000	4,000,000	3,000,000	4,000,000
Adjusted weighted average shares - diluted (in shares)	329,000,000	330,000,000	329,000,000	330,000,000
Diluted earnings per share - continuing operations (in dollars per share)	$ 0.85	$ 0.86	$ 1.95	$ 1.70
Stock option awards
Diluted earnings per share – continuing operations:
Stock-based compensation awards excluded from the computation of diluted earnings per share (in shares)	1,327,310	42,890	1,370,200	47,861

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Summary of Significant Accounting Policies (New Accounting Guidance) (Details)	6 Months Ended
	Jun. 30, 2017
Southern California Edison | Sales
Concentration Risk [Line Items]
Sales from tariff offerings, percentage of total operating revenues	95.00%

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Consolidated Statements of Changes in Equity (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			$ 14,187	$ 13,388
Net income			702	622
Net income	$ 309	$ 308	701	614
Other comprehensive income (loss)	1	1	5	3
Dividends declared on common stock			(354)	(313)
Dividends to noncontrolling interests			(62)	(61)
Stock-based compensation			(151)	(18)
Non-cash stock-based compensation			10	12
Issuance of preference stock			463	294
Redemption of preference stock				(125)
Balance, at the end of the period	$ 14,800	$ 13,802	$ 14,800	$ 13,802
Dividends declared per common share (in dollars per share)	$ 0.5425	$ 0.4800	$ 1.0850	$ 0.96
Accounting for Share-Based Payments
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		$ 546
Stock-based compensation		(60)
Common Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			$ 2,505	$ 2,484
Non-cash stock-based compensation			10	12
Balance, at the end of the period	$ 2,515	2,496	2,515	2,496
Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			(53)	(56)
Other comprehensive income (loss)			5	3
Balance, at the end of the period	(48)	(53)	(48)	(53)
Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			9,544	8,940
Net income			640	561
Dividends declared on common stock			(354)	(313)
Stock-based compensation			(151)	(18)
Redemption of preference stock				(2)
Balance, at the end of the period	9,679	9,168	9,679	9,168
Subtotal
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			11,996	11,368
Net income			640	561
Other comprehensive income (loss)			5	3
Dividends declared on common stock			(354)	(313)
Stock-based compensation			(151)	(18)
Non-cash stock-based compensation			10	12
Redemption of preference stock				(2)
Balance, at the end of the period	12,146	11,611	12,146	11,611
Preferred and Preference Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			2,191	2,020
Net income			62	61
Dividends to noncontrolling interests			(62)	(61)
Issuance of preference stock			463	294
Redemption of preference stock				(123)
Balance, at the end of the period	2,654	2,191	2,654	2,191
Southern California Edison
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			14,483	13,672
Net income	338	349	718	673
Other comprehensive income (loss)	0	1	2	2
Dividends declared on common stock			(382)	(340)
Dividends declared on preferred and preference stock			(62)	(61)
Stock-based compensation			(33)	(34)
Non-cash stock-based compensation			6	6
Issuance of preference stock			463	294
Redemption of preference stock				(125)
Balance, at the end of the period	15,195	14,087	15,195	14,087
Southern California Edison | Accounting for Share-Based Payments
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income		662
Stock-based compensation		(40)
Southern California Edison | Common stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			2,168	2,168
Balance, at the end of the period	2,168	2,168	2,168	2,168
Southern California Edison | Additional Paid-in Capital
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			657	652
Non-cash stock-based compensation			6	6
Issuance of preference stock			(12)	(6)
Redemption of preference stock				2
Balance, at the end of the period	651	654	651	654
Southern California Edison | Accumulated Other Comprehensive Loss
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			(20)	(22)
Other comprehensive income (loss)			2	2
Balance, at the end of the period	(18)	(20)	(18)	(20)
Southern California Edison | Retained Earnings
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			9,433	8,804
Net income			718	673
Dividends declared on common stock			(382)	(340)
Dividends declared on preferred and preference stock			(62)	(61)
Stock-based compensation			(33)	(34)
Redemption of preference stock				(2)
Balance, at the end of the period	9,674	9,040	9,674	9,040
Southern California Edison | Preferred and Preference Stock
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Balance, at the beginning of the period			2,245	2,070
Issuance of preference stock			475	300
Redemption of preference stock				(125)
Balance, at the end of the period	$ 2,720	$ 2,245	$ 2,720	$ 2,245

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Variable Interest Entities (Textual) (Details)	1 Months Ended	3 Months Ended		6 Months Ended
	Jul. 27, 2017 USD ($)	Jun. 30, 2017 USD ($) $ / shares MW	Jun. 30, 2016 USD ($) MW	Jun. 30, 2017 USD ($) $ / shares MW	Jun. 30, 2016 USD ($) MW
Variable Interest Entity
Redemption of preference stock					$ 125,000,000
Southern California Edison
Variable Interest Entity
Redemption of preference stock					$ 125,000,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | SCE Power Purchase Contracts
Variable Interest Entity
Power generating capacity (in megawatts) | MW		4,900	4,349	4,900	4,349
Payments to unconsolidated VIEs for power purchase contracts		$ 106,000,000	$ 92,000,000	$ 246,000,000	$ 219,000,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust I
Variable Interest Entity
Common stock		10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust I | Trust Securities
Variable Interest Entity
Security dividend rate				5.625%
Liquidation preference		$ 475,000,000		$ 475,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust I | Trust Securities | Subsequent event
Variable Interest Entity
Redemption of preference stock	$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust I | Series F Preferred Stock
Variable Interest Entity
Security dividend rate				5.625%
Liquidation preference		$ 475,000,000		$ 475,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust II
Variable Interest Entity
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust II | Trust Securities
Variable Interest Entity
Security dividend rate				5.10%
Liquidation preference		$ 400,000,000		$ 400,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust II | Series G Preferred Stock
Variable Interest Entity
Security dividend rate				5.10%
Liquidation preference		$ 400,000,000		$ 400,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust III
Variable Interest Entity
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust III | Trust Securities
Variable Interest Entity
Security dividend rate				5.75%
Liquidation preference		$ 275,000,000		$ 275,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust III | Series H Preferred Stock
Variable Interest Entity
Security dividend rate				5.75%
Liquidation preference		$ 275,000,000		$ 275,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust IV
Variable Interest Entity
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust IV | Trust Securities
Variable Interest Entity
Security dividend rate				5.375%
Liquidation preference		$ 325,000,000		$ 325,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust IV | Series J Preferred Stock
Variable Interest Entity
Security dividend rate				5.375%
Liquidation preference		$ 325,000,000		$ 325,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust V
Variable Interest Entity
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust V | Trust Securities
Variable Interest Entity
Security dividend rate				5.45%
Liquidation preference		$ 300,000,000		$ 300,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust V | Series K Preferred Stock
Variable Interest Entity
Security dividend rate				5.45%
Liquidation preference		$ 300,000,000		$ 300,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust VI
Variable Interest Entity
Common stock		$ 10,000		$ 10,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust VI | Trust Securities
Variable Interest Entity
Security dividend rate				5.00%
Liquidation preference		$ 475,000,000		$ 475,000,000
Liquidation value (in dollars per share) | $ / shares		$ 25		$ 25
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust VI | Trust Securities | Subsequent event
Variable Interest Entity
Redemption of preference stock	$ 475,000,000
Southern California Edison | Variable Interest Entity, Not Primary Beneficiary | Trust VI | Series L Preferred Stock
Variable Interest Entity
Security dividend rate				5.00%
Liquidation preference		$ 475,000,000		$ 475,000,000
Liquidation value (in dollars per share) | $ / shares		$ 2,500		$ 2,500

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Variable Interest Entities (Summary of Trusts' Income Statement) (Details) - Variable Interest Entity, Not Primary Beneficiary - Southern California Edison - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Trust I
Variable Interest Entity
Dividend income	$ 6	$ 6	$ 13	$ 13
Dividend distributions	6	6	13	13
Trust II
Variable Interest Entity
Dividend income	5	5	10	10
Dividend distributions	5	5	10	10
Trust III
Variable Interest Entity
Dividend income	4	4	8	8
Dividend distributions	4	4	8	8
Trust IV
Variable Interest Entity
Dividend income	5	5	9	9
Dividend distributions	5	5	9	9
Trust V
Variable Interest Entity
Dividend income	4	4	8	5
Dividend distributions	4	$ 4	8	$ 5
Trust VI
Variable Interest Entity
Dividend income	0		0
Dividend distributions	$ 0		$ 0

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Fair Value Measurements (Fair Value by Level) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Assets at fair value
Nuclear decommissioning trusts	$ 4,381		$ 4,242
Southern California Edison
Assets at fair value
Nuclear decommissioning trusts	$ 4,381	$ 4,352	$ 4,242	$ 4,344	$ 4,290	$ 4,331
Liabilities at fair value
Percentage of equity investments located in the United States	68.00%		70.00%
Collateralized mortgage obligations and other asset backed securities	$ 74		$ 79
Payables, net, related to investments	68		127
Southern California Edison | Fair Value, Measurements, Recurring
Assets at fair value
Derivative contracts	59		74
Other	29		33
Nuclear decommissioning trusts	4,449		4,369
Total assets	4,537		4,476
Liabilities at fair value
Derivative contracts	1,058		1,157
Netting and Collateral	0		0
Total liabilities	1,058		1,157
Net assets (liabilities)	3,479		3,319
Southern California Edison | Fair Value, Measurements, Recurring | Stocks
Assets at fair value
Nuclear decommissioning trusts	1,611		1,547
Southern California Edison | Fair Value, Measurements, Recurring | Fixed income
Assets at fair value
Nuclear decommissioning trusts	2,608		2,616
Southern California Edison | Fair Value, Measurements, Recurring | Short-term investments, primarily cash equivalents
Assets at fair value
Nuclear decommissioning trusts	230		206
Southern California Edison | Fair Value, Measurements, Recurring | Level 1
Assets at fair value
Derivative contracts	0		0
Other	29		33
Nuclear decommissioning trusts	2,771		2,448
Total assets	2,800		2,481
Liabilities at fair value
Derivative contracts	0		0
Total liabilities	0		0
Net assets (liabilities)	2,800		2,481
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Stocks
Assets at fair value
Nuclear decommissioning trusts	1,611		1,547
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Fixed income
Assets at fair value
Nuclear decommissioning trusts	1,049		865
Southern California Edison | Fair Value, Measurements, Recurring | Level 1 | Short-term investments, primarily cash equivalents
Assets at fair value
Nuclear decommissioning trusts	111		36
Southern California Edison | Fair Value, Measurements, Recurring | Level 2
Assets at fair value
Derivative contracts	23		6
Other	0		0
Nuclear decommissioning trusts	1,678		1,921
Total assets	1,701		1,927
Liabilities at fair value
Derivative contracts	10		0
Total liabilities	10		0
Net assets (liabilities)	1,691		1,927
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Stocks
Assets at fair value
Nuclear decommissioning trusts	0		0
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Fixed income
Assets at fair value
Nuclear decommissioning trusts	1,559		1,751
Southern California Edison | Fair Value, Measurements, Recurring | Level 2 | Short-term investments, primarily cash equivalents
Assets at fair value
Nuclear decommissioning trusts	119		170
Southern California Edison | Fair Value, Measurements, Recurring | Level 3
Assets at fair value
Derivative contracts	36		68
Other	0		0
Nuclear decommissioning trusts	0		0
Total assets	36		68
Liabilities at fair value
Derivative contracts	1,048		1,157
Total liabilities	1,048		1,157
Net assets (liabilities)	(1,012)		(1,089)
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Stocks
Assets at fair value
Nuclear decommissioning trusts	0		0
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Fixed income
Assets at fair value
Nuclear decommissioning trusts	0		0
Southern California Edison | Fair Value, Measurements, Recurring | Level 3 | Short-term investments, primarily cash equivalents
Assets at fair value
Nuclear decommissioning trusts	$ 0		$ 0

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Fair Value Measurements (Textual) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 41	$ 41
Edison International Parent and Other | Level 1
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds	$ 23	$ 23

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Fair Value Measurements (Level 3 Rollforward) (Details) - Southern California Edison - Level 3 - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Fair Value Disclosures Level 3 [Roll Forward]
Fair value of net liabilities at beginning of period	$ (1,166)	$ (1,213)	$ (1,089)	$ (1,148)
Total realized/unrealized losses:
Included in regulatory assets and liabilities	11	43	(66)	(22)
Contract amendment	143	0	143	0
Fair value of net liabilities at end of period	(1,012)	(1,170)	(1,012)	(1,170)
Change during the period in unrealized losses related to assets and liabilities held at the end of the period	$ (12)	$ 19	$ (97)	$ (54)

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Fair Value Measurements (Quantitative Information About Level 3 Fair Value Measurements) (Details) - Southern California Edison - Level 3 $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2017 USD ($) $ / MWh $ / MMBTU MW	Dec. 31, 2016 USD ($) $ / MWh $ / MMBTU MW
Congestion revenue rights | Market simulation model and auction prices
Quantitative Information About Level 3 Measurements [Line Items]
Fair Value, Assets | $	$ 36	$ 67
Fair Value, Liabilities | $	$ 0	$ 0
Congestion revenue rights | Market simulation model and auction prices | Load forecast | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, power units (in megawatts) | MW	3,708	3,708
Congestion revenue rights | Market simulation model and auction prices | Load forecast | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, power units (in megawatts) | MW	22,840	22,840
Congestion revenue rights | Market simulation model and auction prices | Power prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh)	3.65	3.65
Congestion revenue rights | Market simulation model and auction prices | Power prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh)	99.58	99.58
Congestion revenue rights | Market simulation model and auction prices | Gas prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh) | $ / MMBTU	2.51	2.51
Congestion revenue rights | Market simulation model and auction prices | Gas prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh) | $ / MMBTU	4.87	4.87
Tolling | Option model
Quantitative Information About Level 3 Measurements [Line Items]
Fair Value, Assets | $	$ 0	$ 0
Fair Value, Liabilities | $	$ 1,043	$ 1,154
Tolling | Option model | Power prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh)	23.41	23.40
Expected volatility rate	27.00%	29.00%
Tolling | Option model | Power prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh)	47.10	51.24
Expected volatility rate	67.00%	71.00%
Tolling | Option model | Power prices | Weighted Average
Quantitative Information About Level 3 Measurements [Line Items]
Fair value inputs, price level ($ per MWh)	33.16	34.70
Expected volatility rate	34.00%	40.00%
Tolling | Option model | Gas prices | Minimum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate	13.00%	15.00%
Tolling | Option model | Gas prices | Maximum
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate	43.00%	48.00%
Tolling | Option model | Gas prices | Weighted Average
Quantitative Information About Level 3 Measurements [Line Items]
Expected volatility rate	21.00%	20.00%

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Fair Value Measurements (Fair Value of Long-Term Debt Recorded at Carrying Value) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Fair Value of Long-Term Debt Recorded at Carrying Value [Line Items]
Carrying Value	$ 12,243	$ 11,156
Fair Value	13,742	12,368
Southern California Edison
Fair Value of Long-Term Debt Recorded at Carrying Value [Line Items]
Carrying Value	11,024	10,333
Fair Value	$ 12,507	$ 11,539

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Debt and Credit Agreements (Details) - USD ($)		3 Months Ended	6 Months Ended
	Jun. 30, 2017	Mar. 31, 2017	Jun. 30, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Short-term debt	$ 566,000,000		$ 566,000,000	$ 1,307,000,000
Multi-year revolving credit facility
Debt Instrument [Line Items]
Commitment	$ 1,250,000,000.00		$ 1,250,000,000.00
Weighted average interest rate	1.38%		1.38%	0.97%
Short-term debt	$ 344,000,000		$ 344,000,000	$ 538,000,000
Southern California Edison
Debt Instrument [Line Items]
Short-term debt	$ 219,000,000		219,000,000	769,000,000
Southern California Edison | Term Loan Agreement
Debt Instrument [Line Items]
Issuance of debt		$ 300,000,000
London Interbank Offered Rate		65.00%
Interest rate during the period	1.82%
Southern California Edison | Pollution-control bonds
Debt Instrument [Line Items]
Issuance of debt		$ 135,000,000
Stated interest rate		2.625%
Southern California Edison | 4.00% First and refunding mortgage bonds due 2047 | First and refunding mortgage bonds
Debt Instrument [Line Items]
Issuance of debt		$ 700,000,000
Stated interest rate		4.00%
Southern California Edison | 2.125% Senior notes due 2020 | Senior notes
Debt Instrument [Line Items]
Issuance of debt		$ 400,000,000
Stated interest rate		2.125%
Southern California Edison | Multi-year revolving credit facility
Debt Instrument [Line Items]
Commitment	$ 2,750,000,000.00		2,750,000,000.00
Southern California Edison | Multi-year revolving credit facility | Letters of credit
Debt Instrument [Line Items]
Outstanding letters of credit	$ 53,000,000		$ 53,000,000
Letters of credit expiration period			12 months
Southern California Edison | Multi-year revolving credit facility | Commercial paper
Debt Instrument [Line Items]
Outstanding borrowings				$ 769,000,000
Weighted average interest rate				0.90%
Southern California Edison | Multi-year revolving credit facility | Commercial paper
Debt Instrument [Line Items]
Weighted average interest rate	1.29%		1.29%
Short-term debt	$ 219,000,000		$ 219,000,000

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Derivative Instruments (Textual) (Details) - Southern California Edison - Electric Utility - Economic Hedges - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Derivative [Line Items]
Aggregate fair value of all derivative liabilities with credit-risk-related contingent features	$ 11	$ 12
Posted collateral	8	$ 12
Potential amount of collateral to be posted if contingencies triggered	21
Payables
Derivative [Line Items]
Potential amount of collateral to be posted if contingencies triggered	$ 18

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Derivative Instruments (Balance Sheet Disclosures) (Details) - Southern California Edison Company - Commodity derivative contracts - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Other current liabilities
Net Liability
Collateral received	$ 1	$ 2
Electric Utility
Derivative Assets
Gross amounts recognized	61	75
Gross amounts offset in the consolidated balance sheets	(2)	(1)
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	59	74
Derivative Liabilities
Gross amounts recognized	1,060	1,158
Gross amounts offset in the consolidated balance sheets	(2)	(1)
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	1,058	1,157
Net Liability
Gross amounts recognized	999	1,083
Gross amounts offset in the consolidated balance sheets	0	0
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	999	1,083
Electric Utility | Derivative Assets, Short-Term
Derivative Assets
Gross amounts recognized	60	74
Gross amounts offset in the consolidated balance sheets	(2)	(1)
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	58	73
Electric Utility | Derivative Assets, Long-Term
Derivative Assets
Gross amounts recognized	1	1
Gross amounts offset in the consolidated balance sheets	0	0
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	1	1
Electric Utility | Derivative Liability, Short-Term
Derivative Liabilities
Gross amounts recognized	192	217
Gross amounts offset in the consolidated balance sheets	(2)	(1)
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	190	216
Electric Utility | Derivative Liability, Long-Term
Derivative Liabilities
Gross amounts recognized	868	941
Gross amounts offset in the consolidated balance sheets	0	0
Cash collateral posted	0	0
Net amounts presented in the consolidated balance sheets	$ 868	$ 941

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Derivative Instruments (Summarization of Economic Hedging Activities) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Realized losses	$ (3)	$ (25)	$ (5)	$ (52)
Unrealized gains (losses)	$ 6	$ 72	$ (80)	$ 8

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Derivative Instruments (Notional Values) (Details) - Southern California Edison - Electric Utility - Economic Hedges GWh in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2017 GWh Bcfe	Dec. 31, 2016 GWh Bcfe
Electricity options, swaps and forwards (GWh)
Derivative [Line Items]
Notional volumes of derivative instruments	1,731	1,816
Natural gas options, swaps and forwards (Bcf)
Derivative [Line Items]
Notional volumes of derivative instruments | Bcfe	144	36
Congestion revenue rights (GWh)
Derivative [Line Items]
Notional volumes of derivative instruments	63,103	93,319
Tolling arrangements (GWh)
Derivative [Line Items]
Notional volumes of derivative instruments	41,924	61,093

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Income Taxes (Tax Rate Reconciliation) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Income Tax Disclosures [Line Items]
Income from continuing operations before income taxes	$ 335	$ 259	$ 687	$ 591
Provision for income tax at federal statutory rate of 35%	117	91	241	207
Increase in income tax from:
State tax, net of federal benefit	6	4	16	11
Property-related	(83)	(138)	(196)	(217)
Change related to uncertain tax positions	(6)	2	(18)	1
Shared-based compensation	(3)	(4)	(46)	(15)
Other	(5)	(6)	(11)	(11)
Total income tax expense (benefit) from continuing operations	$ 26	$ (51)	$ (14)	$ (24)
Effective tax rate	7.80%	(19.70%)	(2.00%)	(4.10%)
Federal statutory rate	35.00%	35.00%	35.00%	35.00%
Southern California Edison
Income Tax Disclosures [Line Items]
Income from continuing operations before income taxes	$ 395	$ 317	$ 787	$ 683
Provision for income tax at federal statutory rate of 35%	138	111	275	239
Increase in income tax from:
State tax, net of federal benefit	9	6	22	15
Property-related	(83)	(138)	(196)	(217)
Change related to uncertain tax positions	0	(1)	(11)	(2)
Shared-based compensation	(1)	(3)	(9)	(11)
Other	(6)	(7)	(12)	(14)
Total income tax expense (benefit) from continuing operations	$ 57	$ (32)	$ 69	$ 10
Effective tax rate	14.40%	(10.10%)	8.80%	1.50%
Federal statutory rate	35.00%	35.00%	35.00%	35.00%
Tax abandonment loss			$ 39
State
Increase in income tax from:
Shared-based compensation	$ 4		10	$ 3
State | Southern California Edison
Increase in income tax from:
Shared-based compensation	$ 1		2	$ 2
Tax abandonment loss			1,130
Federal | Southern California Edison
Increase in income tax from:
Tax abandonment loss			$ 691
Tax years 2012 to 2014 | IRS | Southern California Edison
Increase in income tax from:
Incremental tax benefits related to repair deductions		$ 79
Incremental tax benefits related to repair deductions, before tax		$ 133

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Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (Details) $ in Millions	6 Months Ended
	Jun. 30, 2017 USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2017	$ 471
Tax positions taken during the current year, Increases	20
Tax positions taken during a prior year, Increases	3
Tax positions taken during a prior year, Decreases	0
Tax positions taken during a prior year, Decreases for settlements during the period	(83)
Balance at June 30, 2017	411
Southern California Edison
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Balance at January 1, 2017	371
Tax positions taken during the current year, Increases	20
Tax positions taken during a prior year, Increases	3
Tax positions taken during a prior year, Decreases	0
Tax positions taken during a prior year, Decreases for settlements during the period	(78)
Balance at June 30, 2017	$ 316

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Income Taxes (Tax Disputes) (Details) $ in Millions	Jul. 27, 2017 USD ($)
Forecast | Tax Years 2007 - 2012
Income Tax Examination [Line Items]
IRS refund expected	$ 7

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Compensation and Benefit Plans (Textual) (Details) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)
Pension Plans
Pension and Other Postretirement Benefits
Employer contributions		$ 76.0
Estimated future contributions in remainder of year	$ 60.0	60.0
Settlement loss	(7.7)
Settlement loss, net of tax	4.6
PBOP Plan
Pension and Other Postretirement Benefits
Employer contributions		10.0
Estimated future contributions in remainder of year	11.0	11.0
Southern California Edison | Pension Plans
Pension and Other Postretirement Benefits
Employer contributions		44.0
Estimated future contributions in remainder of year	$ 41.0	$ 41.0

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Compensation and Benefit Plans (Expense Components) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension Plans
Pension and Other Postretirement Benefits
Service cost	$ 36	$ 39	$ 72	$ 78
Interest cost	41	44	82	88
Expected return on plan assets	(53)	(56)	(106)	(112)
Settlement costs	8	0	8	0
Amortization of prior service cost	1	1	2	2
Amortization of net loss	5	9	10	18
Expense under accounting standards	38	37	68	74
Regulatory adjustment	(3)	(9)	(6)	(18)
Total expense recognized	35	28	62	56
Net loss reclassified	2	3	5	6
PBOP Plan
Pension and Other Postretirement Benefits
Service cost	9	10	18	20
Interest cost	24	26	48	52
Expected return on plan assets	(27)	(28)	(54)	(56)
Amortization of prior service cost	(1)	(1)	(2)	(2)
Expense under accounting standards	5	7	10	14
Southern California Edison | Pension Plans
Pension and Other Postretirement Benefits
Service cost	35	38	70	76
Interest cost	37	41	74	82
Expected return on plan assets	(50)	(53)	(100)	(106)
Amortization of prior service cost	1	1	2	2
Amortization of net loss	4	8	8	16
Expense under accounting standards	27	35	54	70
Regulatory adjustment	(3)	(9)	(6)	(18)
Total expense recognized	24	26	48	52
Net loss reclassified	1	1	3	3
Southern California Edison | PBOP Plan
Pension and Other Postretirement Benefits
Service cost	9	10	18	20
Interest cost	24	26	48	52
Expected return on plan assets	(27)	(28)	(54)	(56)
Amortization of prior service cost	(1)	(1)	(2)	(2)
Expense under accounting standards	$ 5	$ 7	$ 10	$ 14

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Investments (Amortized Cost and Fair Value of Nuclear Decommissioning Trusts) (Details) - Southern California Edison - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	$ 2,809	$ 2,784
Fair Value	4,381	4,242
Stocks
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	304	319
Fair Value	1,611	1,547
Municipal bonds
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	617	659
Fair Value	737	766
U.S. government and agency securities
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	1,209	1,131
Fair Value	1,288	1,191
Corporate bonds
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	523	600
Fair Value	584	659
Short-term investments and receivables/payables
Nuclear Decommissioning Trusts Disclosures
Amortized Cost	156	75
Fair Value	161	79
Repurchase agreement	$ 32	$ 114

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Investments (Nuclear Decommissioning Trusts) (Details) - Southern California Edison - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Other Investments [Line Items]
Unrealized holding gains, net of losses	$ 1,600	$ 1,500
Deferred income taxes related to unrealized gains	388
Nuclear decommissioning trusts	$ 4,000

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Investments (Summary of Changes in Fair Value of the Nuclear Decommissioning Trusts) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Summary Of Changes In The Fair Value [Roll Forward]
Balance at beginning of period			$ 4,242
Balance at end of period	$ 4,381		4,381
Southern California Edison
Summary Of Changes In The Fair Value [Roll Forward]
Balance at beginning of period	4,352	$ 4,290	4,242	$ 4,331
Gross realized gains	13	22	112	75
Gross realized losses	0	(1)	(16)	(4)
Unrealized gains, net of losses	87	72	114	113
Other-than-temporary impairments	(3)	(8)	(4)	(33)
Interest and dividends	31	32	59	60
Income taxes	(26)	(24)	(26)	(42)
Decommissioning disbursements	(73)	(38)	(99)	(154)
Administrative expenses and other	0	(1)	(1)	(2)
Balance at end of period	$ 4,381	$ 4,344	$ 4,381	$ 4,344

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Regulatory Assets and Liabilities (Schedule of Regulatory Assets) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Regulatory Assets [Line Items]
Current regulatory assets	$ 634	$ 350
Long-term regulatory assets	7,850	7,455
Environmental remediation
Regulatory Assets [Line Items]
Long-term regulatory assets	123	126
Southern California Edison
Regulatory Assets [Line Items]
Current regulatory assets	634	350
Long-term regulatory assets	7,850	7,455
Total regulatory assets	8,484	7,805
Southern California Edison | Regulatory balancing accounts
Regulatory Assets [Line Items]
Current regulatory assets	374	135
Long-term regulatory assets	72	66
Southern California Edison | Energy derivatives and other power contracts
Regulatory Assets [Line Items]
Current regulatory assets	199	150
Long-term regulatory assets	969	947
Southern California Edison | Unamortized investments, net of accumulated amortization
Regulatory Assets [Line Items]
Current regulatory assets	25	49
Southern California Edison | Other
Regulatory Assets [Line Items]
Current regulatory assets	36	16
Long-term regulatory assets	73	7
Southern California Edison | Deferred income taxes, net of liabilities
Regulatory Assets [Line Items]
Long-term regulatory assets	4,875	4,478
Southern California Edison | Pensions and other postretirement benefits
Regulatory Assets [Line Items]
Long-term regulatory assets	712	710
Southern California Edison | Unamortized investments, net of accumulated amortization
Regulatory Assets [Line Items]
Long-term regulatory assets	78	80
Southern California Edison | San Onofre
Regulatory Assets [Line Items]
Long-term regulatory assets	772	857
Southern California Edison | Unamortized loss on reacquired debt
Regulatory Assets [Line Items]
Long-term regulatory assets	$ 176	$ 184

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Regulatory Assets and Liabilities (Schedule of Regulatory Liabilities) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Regulatory Liabilities [Line Items]
Current regulatory liabilities	$ 903	$ 756
Long-term regulatory liabilities	5,961	5,726
Southern California Edison
Regulatory Liabilities [Line Items]
Current regulatory liabilities	903	756
Long-term regulatory liabilities	5,961	5,726
Total regulatory liabilities	6,864	6,482
Southern California Edison | Regulatory balancing accounts
Regulatory Liabilities [Line Items]
Current regulatory liabilities	822	736
Long-term regulatory liabilities	1,326	1,180
Southern California Edison | San Onofre MHI arbitration award
Regulatory Liabilities [Line Items]
Current regulatory liabilities	47	0
Southern California Edison | Other
Regulatory Liabilities [Line Items]
Current regulatory liabilities	34	20
Long-term regulatory liabilities	57	60
Southern California Edison | Costs of removal
Regulatory Liabilities [Line Items]
Long-term regulatory liabilities	2,820	2,847
Southern California Edison | Recoveries in excess of ARO liabilities
Regulatory Liabilities [Line Items]
Long-term regulatory liabilities	$ 1,758	$ 1,639

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Regulatory Assets and Liabilities (Schedule of Net Regulatory Balancing Accounts) (Details) - Southern California Edison - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Regulatory balancing accounts | Energy resource recovery account
Regulatory Assets and Liabilities
Asset (liability)	$ 228	$ (20)
Regulatory balancing accounts | New system generation balancing account
Regulatory Assets and Liabilities
Asset (liability)	(175)	(6)
Refunds of excess revenue | Net regulatory balancing accounts
Regulatory Assets and Liabilities
Asset (liability)	(1,702)	(1,715)
Refunds of excess revenue | Public purpose programs and energy efficiency programs
Regulatory Assets and Liabilities
Asset (liability)	(1,064)	(992)
Refunds of excess revenue | Tax accounting memorandum account and pole loading balancing account
Regulatory Assets and Liabilities
Asset (liability)	(197)	(142)
Refunds of excess revenue | Base rate recovery balancing account
Regulatory Assets and Liabilities
Asset (liability)	(257)	(426)
Refunds of excess revenue | Department of Energy litigation memorandum account
Regulatory Assets and Liabilities
Asset (liability)	(156)	(122)
Refunds of excess revenue | Greenhouse gas auction revenue
Regulatory Assets and Liabilities
Asset (liability)	24	31
Refunds of excess revenue | FERC balancing accounts
Regulatory Assets and Liabilities
Asset (liability)	(136)	(69)
Refunds of excess revenue | Other
Regulatory Assets and Liabilities
Asset (liability)	$ 31	$ 31

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Commitments and Contingencies (Third-Party Power Purchase Agreements) (Details) - Southern California Edison - Commitments meeting critical contract provisions $ in Millions	Jun. 30, 2017 USD ($)
Unrecorded Unconditional Purchase Obligation [Line Items]
Estimated commitments in next twelve months	$ 50
Estimated commitments in two years	120
Estimated commitments in three years	122
Estimated commitments in four years	123
Estimated commitments in five years	124
Estimated commitments after five years	$ 1,000

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Commitments and Contingencies (Contingencies) (Details) - USD ($) $ in Millions	Jun. 30, 2017	Dec. 31, 2016
Regulatory Assets [Line Items]
Regulatory assets	$ 7,850	$ 7,455
Southern California Edison
Regulatory Assets [Line Items]
Regulatory assets	7,850	7,455
Southern California Edison | San Onofre
Regulatory Assets [Line Items]
Regulatory assets	$ 772	$ 857

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Commitments and Contingencies (MHI Claims) (Details) - USD ($)	1 Months Ended
	Mar. 31, 2017	Apr. 30, 2016	Oct. 31, 2013	Jun. 30, 2010
Southern California Edison
Schedule Of Commitments And Contingencies [Line Items]
Damages sought				$ 112,000,000
Initial recovery rewarded		$ 124,000,000
San Onofre | Southern California Edison | Mitsubishi Heavy Industries Ltd
Schedule Of Commitments And Contingencies [Line Items]
Initial recovery rewarded	$ 52,000,000
Net recovery	$ 47,000,000
San Onofre | Southern California Edison | Mitsubishi Heavy Industries Ltd | Minimum
Schedule Of Commitments And Contingencies [Line Items]
Damages sought			$ 4,000,000,000
San Onofre | Mitsubishi Heavy Industries Ltd
Schedule Of Commitments And Contingencies [Line Items]
Asserted counterclaim			$ 41,000,000

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Commitments and Contingencies (Environmental Remediation) (Details) - Southern California Edison	6 Months Ended
	Jun. 30, 2017 USD ($) site	Jun. 30, 2016 USD ($)
Schedule Of Commitments And Contingencies [Line Items]
Identified material sites for environmental remediation (in number of sites) | site	19
Minimum costs to be identified site	$ 1,000,000
Minimum liability for environmental remediation for material sites	$ 125,000,000
Immaterial sites for environmental remediation (in number of sites) | site	17
Environmental remediation liability	$ 128,000,000
Regulatory assets related to environmental remediation	123,000,000
Portion of recorded liability recoverable from incentive mechanism	$ 47,000,000
Percentage of environmental remediation costs recoverable through an incentive mechanism (as a percent)	90.00%
Liability incurred at majority of the remaining sites through customer rates	$ 75,000,000
Environmental remediation costs to be recovered (as a percent)	100.00%
Amount that cleanup costs could exceed recorded liability for identified material sites	$ 150,000,000
Amount that cleanup costs could exceed recorded liability for immaterial sites	$ 8,000,000
Remediation cost estimates (period)	5 years
Environmental remediation costs	$ 4,000,000	$ 1,000,000
Minimum
Schedule Of Commitments And Contingencies [Line Items]
Minimum liability for environmental remediation for immaterial sites	3,000,000
Expected annual environmental remediation costs	$ 5,000,000
Maximum
Schedule Of Commitments And Contingencies [Line Items]
Maximum expected period for cleanup of identified sites (in years)	30 years
Expected annual environmental remediation costs	$ 18,000,000
San Onofre
Schedule Of Commitments And Contingencies [Line Items]
Minimum liability for environmental remediation for material sites	$ 74,000,000

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Commitments and Contingencies (Nuclear Insurance) (Details) - Nuclear Insurance	6 Months Ended
	Jun. 30, 2017 USD ($)
Schedule Of Commitments And Contingencies [Line Items]
Federal limit on public liability claims from nuclear incident, approximate	$ 13,400,000,000
SCE and other owners of San Onofre and Palo Verde | San Onofre and Palo Verde
Schedule Of Commitments And Contingencies [Line Items]
Loss limit, property damage insurance, federal minimum requirement	1,060,000,000
Southern California Edison
Schedule Of Commitments And Contingencies [Line Items]
Limit on assessment of retrospective premium adjustments, per year, approximate	52,000,000
Maximum assessment per each nuclear incident	255,000,000
Maximum yearly assessment per nuclear incident	$ 38,000,000

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Commitments and Contingencies (Wildfire Insurance) (Details) - Southern California Edison	Jun. 30, 2017 USD ($)
Schedule Of Commitments And Contingencies [Line Items]
Threshold for wildfire claims (new lines for additional coverage)	$ 1,000,000,000
Self-insured retention per wildfire occurrence	$ 10,000,000

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Commitments and Contingencies (Spent Nuclear Fuel) (Details) - USD ($) $ in Millions	1 Months Ended
	Apr. 30, 2016	Jun. 30, 2010	Feb. 28, 2017	Sep. 30, 2016
SCE and other owners of San Onofre and Palo Verde
Schedule Of Commitments And Contingencies [Line Items]
Damages sought		$ 142
Damage award	$ 162
Claim to recover damages incurred			$ 43
Southern California Edison
Schedule Of Commitments And Contingencies [Line Items]
Damages sought		$ 112
Damage award	$ 124
Claim to recover damages incurred			$ 34	$ 56

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Preferred and Preference Stock of SCE (Details) - USD ($)		6 Months Ended
	Jul. 27, 2017	Jun. 30, 2017	Jun. 30, 2016
Class of Stock [Line Items]
Redemption of trust securities			$ 125,000,000
Southern California Edison
Class of Stock [Line Items]
Redemption of trust securities			$ 125,000,000
Southern California Edison | Series F Preferred Stock | Forecast
Class of Stock [Line Items]
Redemption of trust securities	$ 475,000,000
Southern California Edison | Trust VI | Variable Interest Entity, Not Primary Beneficiary | Series L Preferred Stock
Class of Stock [Line Items]
Liquidation preference		$ 475,000,000
Security dividend rate		5.00%
Preferred shares issued		190,004
Liquidation value (in dollars per share)		$ 2,500

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Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension and PBOP – net loss:
Other	$ 0	$ 0	$ 2	$ 0
Accumulated Other Comprehensive Loss
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(49)	(54)	(53)	(56)
Pension and PBOP – net loss:
Ending Balance	(48)	(53)	(48)	(53)
Accumulated Other Comprehensive Loss | Southern California Edison
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(18)	(21)	(20)	(22)
Pension and PBOP – net loss:
Ending Balance	(18)	(20)	(18)	(20)
Accumulated Defined Benefit Plans Adjustment
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss	1	1	3	3
Other	0	0	2	0
Change	1	1	5	3
Accumulated Defined Benefit Plans Adjustment | Southern California Edison
Pension and PBOP – net loss:
Reclassified from accumulated other comprehensive loss	1	1	2	2
Other	(1)	0	0	0
Change	$ 0	$ 1	$ 2	$ 2

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Interest and Other Income and Other Expenses (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
SCE interest and other income:
Total Edison International interest and other income	$ 37	$ 33	$ 70	$ 65
SCE other expenses:
Total other expenses	12	11	20	19
Edison International Parent and Other
SCE interest and other income:
Other income of Edison International Parent and Other	1	0	1	0
SCE other expenses:
Other expenses of Edison International Parent and Other	0	0	1	0
Southern California Edison
SCE interest and other income:
Equity allowance for funds used during construction	23	19	41	42
Increase in cash surrender value of life insurance policies	10	11	22	17
Interest income	1	2	3	3
Other	2	1	3	3
Total SCE interest and other income	36	33	69	65
Total Edison International interest and other income	36	33	69	65
SCE other expenses:
Civic, political and related activities and donations	7	8	10	12
Other	5	3	9	7
Total SCE other expenses	12	11	19	19
Total other expenses	$ 12	$ 11	$ 19	$ 19

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Supplemental Cash Flows Information (Details) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash payments for interest and taxes:
Interest, net of amounts capitalized	$ 240	$ 228
Tax payments, net of refunds	14	12
Common stock
Dividends declared but not paid:
Dividends declared but not paid	177	156
Preferred and preference stock
Dividends declared but not paid:
Dividends declared but not paid	12	12
Southern California Edison
Cash payments for interest and taxes:
Interest, net of amounts capitalized	223	221
Tax payments, net of refunds	20	32
Dividends declared but not paid:
Accrued capital expenditures	283	338
Southern California Edison | Common stock
Dividends declared but not paid:
Dividends declared but not paid	0	0
Southern California Edison | Preferred and preference stock
Dividends declared but not paid:
Dividends declared but not paid	$ 12	$ 12