POSASR

As filed with the Securities and Exchange Commission on December 18, 2014

Registration No. 333-183045

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT No. 2 to

FORM S‑3

Registration Statement

under

The Securities Act of 1933

_______________

Southern California Edison Company	California	95-1240335
SCE Trust II	Delaware	95-7104036
SCE Trust III SCE Trust IV SCE Trust V	Delaware Delaware Delaware	95-7250058 47-6653494 47-6656115
(Exact name of registrant as specified in its charter)	(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

2244 Walnut Grove Avenue

Rosemead, California 91770

626-302-1212

(Address, including zip code, and telephone number, including area code,

of registrant's principal executive offices)

Michael A. Henry

Senior Attorney

2244 Walnut Grove Avenue (P.O. Box 800)

Rosemead, California 91770

626‑302‑4328

(Name, address, including zip code, and telephone number, including

area code, of agent for service)

_______________

Approximate Date of Commencement of Proposed Sale to the Public: From time to time after the effective date of this registration statement.

_______________

If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ¨

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ

If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ¨            Accelerated filer ¨

Non-accelerated filer þ             Smaller reporting company ¨

(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered(1)	Amount to be registered(1)	Proposed maximum aggregate offering price(1)	Amount of registration fee(2)
First and Refunding Mortgage Bonds			$0
Debt Securities			$0
$100 Cumulative Preferred Stock and Cumulative Preferred Stock			$0
Preference Stock			$0
Trust Preference Securities of SCE Trust II, SCE Trust III, SCE Trust IV and SCE Trust V (3)			$0
Guarantees of Trust Preference Securities of SCE Trust II, SCE Trust III, SCE Trust IV and SCE Trust V by Southern California Edison Company (3)			$0

(1) An indeterminate principal amount or number of first and refunding mortgage bonds, debt securities, $100 cumulative preferred stock, cumulative preferred stock, preference stock and guarantees of Southern California Edison Company and of trust preference securities of SCE Trust II, SCE Trust III, SCE Trust IV and SCE Trust V as may from time to time be issued at indeterminate prices. Preference stock may be issued and sold to SCE Trust II, SCE Trust III, SCE Trust IV and SCE Trust V, in which event such securities may later be distributed to the holders of trust preference securities.

(2) Registration fees are being deferred in reliance upon Rule 456(b) and Rule 457(r) under Securities Act of 1933.

(3) Includes the rights of holders of the trust preference securities under the guarantees of trust preference securities and back-up undertakings, consisting of obligations by Southern California Edison Company, as set forth in the trust agreement, certificate of determinations and guarantee agreement, in each case as further described in this registration statement. No separate consideration will be received for any guarantees or back-up undertakings.

EXPLANATORY NOTE

This Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (File No. 333-183045) is being filed for the purposes of adding each of SCE Trust IV and SCE Trust V (the “Trusts”) as additional registrants under the Registration Statement. No changes or additions are being made hereby to the existing prospectuses relating to the securities to be issued from time to time by Southern California Edison Company or the Trusts, which remain a part of the Registration Statement. This Post-Effective Amendment No. 2 to the Registration Statement shall become effective immediately upon filing with the Securities and Exchange Commission.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14.    Other Expenses of Issuance and Distribution.

An estimate of the expenses in connection with the sale and distribution of the securities being offered will be included in the applicable prospectus supplement.

Item 15.    Indemnification of Directors and Officers.

Section 317 of the California Corporations Code provides that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any proceeding or action by reason of the fact that he or she is or was a director, officer, employee or other agent of such corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or other enterprise. Section 317 also grants authority to a corporation to include in its articles of incorporation indemnification provisions in excess of that permitted in Section 317, subject to certain limitations.

Article Eighth of the Restated Articles of Incorporation of Southern California Edison Company authorizes Southern California Edison Company to provide indemnification of directors, officers, employees, and other agents through bylaw provisions, agreements with agents, votes 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.

Article VI of the Amended Bylaws of Southern California Edison Company contains provisions implementing the authority granted in Article Eighth of the Restated Articles of Incorporation. The Amended Bylaws provide for the indemnification of any director or officer of Southern California Edison Company, or any director or officer of Southern California Edison Company acting at the request of Southern California Edison Company as a director, officer, employee or agent of another corporation or other enterprise, for any threatened, pending or completed action, suit or proceeding to the fullest extent permissible under California law and the Restated Articles of Incorporation of Southern California Edison Company, subject to the terms of any agreement between Southern California Edison Company and such a person; provided that, no such person shall be indemnified: (i) except to the extent that the aggregate of losses to be indemnified exceeds the amount of such losses for which the director or officer is paid pursuant to any directors’ or officers’ liability insurance policy maintained by Southern California Edison Company; (ii) on account of any suit in which judgment is rendered for an accounting of profits made from the purchase or sale of securities of Southern California Edison Company pursuant to Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law; (iii) if a court of competent jurisdiction finally determines that the indemnification is unlawful; (iv) for acts or omissions involving intentional misconduct or knowing and culpable violation of law; (v) for acts or omissions that the director or officer believes to be contrary to the best interests of Southern California Edison Company or its shareholders, or that involve the absence of good faith; (vi) for any transaction from which the director or officer derived an improper personal benefit; (vii) for acts or omissions that show a reckless disregard for the director’s or officer’s duty to Southern California Edison Company or its shareholders in circumstances in which the director or officer was aware, or should have been aware, in the ordinary course of performing his or her duties, of a risk of serious injury to Southern California Edison Company; (viii) for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director’s or officer’s duties to Southern California Edison Company or its shareholders; (ix) for costs, charges, expenses, liabilities and losses arising under Section 310 or 316 of the California Corporations Code; or (x) as to circumstances in which indemnity is expressly prohibited by Section 317 of the California Corporations Code. The exclusions set forth in clauses (iv) through (ix) above shall apply only to indemnification with regard to any action brought by or in the right of Southern California Edison Company for breach of duty to Southern California Edison Company or its shareholders. The Amended Bylaws of Southern California Edison Company also provide that Southern California Edison Company shall indemnify any director or officer in connection with (a) a proceeding (or part thereof) initiated by him or her only if such proceeding (or part thereof) was authorized by the Board of Directors of Southern California Edison Company or (b) a proceeding (or part thereof) other than a proceeding by or

in the name of Southern California Edison Company to procure a judgment in its favor, only if any settlement of such a proceeding is approved in writing by Southern California Edison Company. Indemnification shall cover all costs, charges, expenses, liabilities and losses, including attorneys’ fees, judgments, fines, ERISA excise taxes, or penalties and amounts paid or to be paid in settlement, reasonably incurred or suffered by the director or officer.

Southern California Edison Company has directors’ and officers’ liability insurance policies in force insuring directors and officers of Southern California Edison Company and its subsidiaries. Southern California Edison Company has also entered into written agreements with each of its directors incorporating the indemnification provisions of its Amended Bylaws.

Item 16.    Exhibits.

See Exhibit Index.

Item 17.    Undertakings.

(a)    The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post‑effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post‑effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that paragraphs (a) (i) and (ii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post‑effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post‑effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)    Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(ii)    Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at the date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(5) That, for the purpose of determining liability of a registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: Each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)    Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)    Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by the undersigned registrant;

(iii)    The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv)    Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

(6) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(7) To (i) use its best efforts to distribute prior to the opening of bids, to prospective bidders, underwriters and dealers, a reasonable number of copies of a prospectus which at that time meets the requirements of Section 10(a) of the Securities Act of 1933, and relating to any securities offered at competitive bidding, as contained in the registration statement, together with any supplements thereto, and (ii) file an amendment to the registration statement reflecting the results of bidding, the terms of the reoffering and related matters to the extent required by the applicable form, not later than the first use, authorized by the registrant after the opening of bids, of a prospectus relating to any securities offered at competitive bidding, unless no further public offering of such securities by the registrant and no reoffering of such securities by the purchasers is proposed to be made.

(8) To file an application for the purpose of determining the eligibility of the trustees to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939 in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act of 1939.

(9) That, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(10) That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)    Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrants pursuant to the provisions described in Item 15 above, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer, or controlling person in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Southern California Edison Company certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 17th day of December, 2014.

SOUTHERN CALIFORNIA EDISON COMPANY

By /s/ George T. Tabata

George T. Tabata

Assistant Treasurer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) has been signed by the following persons in the capacities and on the date indicated.

SignatureTitleDate

Principal Executive Officer:

/s/ Pedro J. Pizarro     Director and President     December 17, 2014

Pedro J. Pizarro        

Principal Financial Officer:

/s/ Maria C. Rigatti    Senior Vice President and Chief     December 17, 2014

Maria C. Rigatti    Financial Officer

Principal Accounting Officer:

/s/ Connie J. Erickson     Vice President and Controller    December 17, 2014

Connie J. Erickson    

Majority of Board of Directors:

Jagjeet S. Bindra*    Director    December 17, 2014

Vanessa C.L. Chang*    Director    December 17, 2014

Theodore F. Craver, Jr.*    Director    December 17, 2014

Bradford M. Freeman*    Director    December 17, 2014

Luis G. Nogales*    Director    December 17, 2014

Richard T. Schlosberg, III *    Director    December 17, 2014

Linda G. Stuntz*    Director    December 17, 2014

Thomas C. Sutton*    Director    December 17, 2014

Ellen O. Tauscher*    Director    December 17, 2014

Peter J. Taylor*    Director    December 17, 2014

Brett White*    Director    December 17, 2014

*By /s/ George T. Tabata, Attorney-in-Fact

(George T. Tabata, Attorney-in-Fact)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust II certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 17th day of December, 2014.

SCE TRUST II

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

By     /s/ George T. Tabata

George T. Tabata

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust III certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 17th day of December, 2014.

SCE TRUST III

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

By     /s/ George T. Tabata

George T. Tabata

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust IV certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 17th day of December, 2014.

SCE TRUST IV

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

By     /s/ George T. Tabata

George T. Tabata

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, SCE Trust V certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S‑3 and has duly caused this Post-Effective Amendment No. 2 to the Registration Statement (File No. 333-183045) to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rosemead, State of California on the 17th day of December, 2014.

SCE TRUST V

By: SOUTHERN CALIFORNIA EDISON COMPANY,

as Depositor

By     /s/ George T. Tabata

George T. Tabata

EXHIBIT INDEX

Exhibit

NumberDescription

1.1    Form of Underwriting Agreement (First Mortgage Bonds)+

1.2    Form of Underwriting Agreement (Senior Debt Securities)+

1.3    Form of Underwriting Agreement (Subordinated Debt Securities)+

1.4    Form of Underwriting Agreement (Preferred Stock and Preference Stock)+

1.5    Form of Underwriting Agreement (Trust Preference Securities)+

3.1    Certificate of Restated Articles of Incorporation of Southern California Edison Company, effective March 2, 2006 (File No. 1-2313, filed as Exhibit 3.1 to Form 10-K for the year ended December 31, 2005)*

3.2    Amended Bylaws of Southern California Edison Company (File No. 1-2313, Form 8‑K dated June 22, 2012)*

3.3    Certificate of Trust of SCE Trust II (Registration No. 333‑44778)*

3.4    Certificate of Amendment to Certificate of Trust of SCE Trust II (Registration 333-136394*

3.5    Certificate of Trust of SCE Trust III (Registration No. 333-121192)*

3.6    Certificate of Amendment to Certificate of Trust of SCE Trust III (Registration 333-136394)*

3.7    Certificate of Trust of SCE Trust IV

3.8    Certificate of Trust of SCE Trust V

4.1    SCE First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (Registration No. 2‑1369)*

4.2    Supplemental Indenture, dated as of March 1, 1927 (Registration No. 2‑1369)*

4.3    Third Supplemental Indenture, dated as of June 24, 1935 (Registration No. 2‑1602)*

4.4    Fourth Supplemental Indenture, dated as of September 1, 1935 (Registration No. 2‑4522)*

4.5    Fifth Supplemental Indenture, dated as of August 15, 1939 (Registration No. 2‑4522)*

4.6    Sixth Supplemental Indenture, dated as of September 1, 1940 (Registration No. 2‑4522)*

4.7    Eighth Supplemental Indenture, dated as of August 15, 1948 (Registration No. 2‑7610)*

4.8    Twenty‑Fourth Supplemental Indenture, dated as of February 15, 1964 (Registration No. 2‑22056)*

4.9    Eighty-Eighth Supplemental Indenture, dated as of July 15, 1992 (File No. 1-2313, Form 8‑K dated July 22, 1992)*

4.10    Form of New Supplemental Indenture+

4.11    Form of First Mortgage Bond+

4.12    Indenture for Senior Debt Securities (File No. 1-2313, Form 8-K dated January 28, 1993)*

4.13    Form of Senior Debt Security (included in Exhibit 4.12)*

4.14    Form of Indenture for Subordinated Debt Securities (Registration 333-136394)*

4.15    Form of Subordinated Debt Security (included in Exhibit 4.14)

(Registration 333-136394)*

4.16    Trust Agreement of SCE Trust II (Registration No. 333‑44778)*

4.17    Amendment to Trust Agreement of SCE Trust II (Registration No. 333-121192)*

4.18    Trust Agreement of SCE Trust III (Registration No. 333-121192)*

4.19    Form of Amended and Restated Declaration of Trust for each of SCE Trust II, SCE Trust III, SCE Trust IV and SCE Trust V relating to trust preference securities**

4.20    Form of Guarantee Agreement relating to trust preference securities**

4.21    Trust Agreement of SCE Trust IV

4.22 Trust Agreement of SCE Trust V

5.1 Opinion of Barbara E. Mathews as to legality of the securities being registered**

5.2    Opinion of Richards, Layton & Finger, P.A. relating to SCE Trust II and SCE Trust III**

5.3    Opinion of Richards, Layton & Finger, P.A. relating to SCE Trust IV and SCE Trust V

12.1    Statement regarding Computation of Ratios of Earnings to Fixed Charges and Preferred and Preference Stock**

12.2    Statement regarding Computation of Ratios of Earnings to Fixed Charges**

23.1    Consent of PricewaterhouseCoopers LLP**

24.1    Power of Attorney as to Southern California Edison Company**

25.1    Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (First and Refunding Mortgage Bonds) **

25.2    Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (Senior Debt Securities) **

25.3    Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York Mellon Trust Company, N.A., as Trustee under the Indenture (Subordinated Debt Securities) **

__________________

+ To be filed by amendment or by incorporation by reference in connection with the offering of the securities.

* Incorporated by reference pursuant to Rule 411.

** Previously filed with this Registration Statement

EX-3.7

Exhibit 3.7

Exhibit 3.7

EX-3.8

Exhibit 3.8

Exhibit 3.8

EX-4.21

Exhibit  4.21

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of December 1, 2014 (this "Trust Agreement"), is among (i) SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, as Depositor (the "Depositor"), (ii) BNY MELLON TRUST OF DELAWARE, as Trustee (the "Delaware Trustee"), and (iii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee" and jointly with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees hereby agree as follows:

1.The trust formed hereby (the "Trust") shall be known as "SCE Trust IV" in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.

2.    The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10, which amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the "Statutory Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3.    The Depositor, the Trustees and certain other trustees to be hereafter appointed will enter into an amended and restated Trust Agreement, satisfactory to each such party and substantially in a form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4.    The Depositor and the Trustee hereby authorize and direct the Depositor, as the Depositor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust and certain other securities, (b) any Prospectus or Preliminary Prospectus relating to the Preferred Securities required to be filed under the 1933 Act, and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of

RLF1 10988763v.3

Exhibit  4.21

attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to execute on behalf of the Trust an Underwriting Agreement relating to the Preferred Securities, among the Trust, the Depositor, and the several Underwriters named therein. In connection with the filings referred to above, the Depositor hereby constitutes and appoints William M. Petmecky, III, Michael A. Henry and George T. Tabata, as its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in its capacity as Depositor of the Trust, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Commission, each Exchange and any administrators of state securities or blue sky laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

5.    This Trust Agreement may be executed in one or more counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.

6.    The number of Trustees initially shall be two (2) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Trustee at any time. The Trustees may resign upon thirty days prior notice to the Depositor. If no successor has been appointed within such thirty day period, the Trustees may, at the expense of the Trust, petition a court to appoint a successor trustee. Any Person into which a Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which a Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of a Trustee, shall be the successor to such Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.

7.    This Trust Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral.

8.    This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

2

RLF1 10988763v.3

Exhibit  4.21

9.    The Delaware Trustee shall not have any of the powers or duties of the Trustee set forth herein, except as required under the Statutory Trust Act. The Delaware Trustee shall be a Trustee hereunder for the sole and limited purpose of fulfilling the requirements of §3807(a) of the Statutory Trust Act.

10.    The Trust may be dissolved and terminated before the issuance of the Preferred Securities at the election of the Depositor. If the 1933 Act Registration Statement expires or is otherwise terminated, then the Depositor shall inform the Trustees either that (i) the Trust shall be dissolved, wound up and terminated and that the Trustees shall execute and file with the Delaware Secretary of State (at the Depositor's expense) a Certificate of Cancellation of the Certificate of Trust of the Trust, or (ii) the Trust shall not be dissolved, wound up and terminated due to the fact that the Trust will, within a reasonable time period, become registrants in another 1933 Act Registration Statement relating to Preferred Securities of the Trust.

11.    The Depositor hereby agrees to (i) reimburse the Trustees for all reasonable expenses (including reasonable fees and expenses of counsel and other experts), (ii) indemnify, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the “Indemnified Persons”) from and against all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person and (iii) advance to each such Indemnified Person Expenses incurred by such Indemnified Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Depositor of an undertaking, by or on behalf of such Indemnified Person, to repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified therefor under this Section 11. The obligations of the Depositor under this Section 11 shall survive the resignation or removal of either of the Trustees, shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement, and shall survive the transfer by the Depositor of any or all of its interest in the Trust.

[SIGNATURE PAGE FOLLOWS]

3

RLF1 10988763v.3

Exhibit  4.21

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written.

SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor



By:    /s/ George T. Tabata
    Name: George T. Tabata    

Title: Assistant Treasurer


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee



By:    /s/ R. Tarnas
    Name: R. Tarnas    

Title: Vice President


BNY MELLON TRUST OF DELAWARE, as Delaware Trustee



By:    /s/ Kristine K. Gullo
    Name:     Kristine K. Gullo
    Title:     Vice President

4

RLF1 10988763v.3

EX-4.22

Exhibit  4.22

TRUST AGREEMENT

This TRUST AGREEMENT, dated as of December 1, 2014 (this "Trust Agreement"), is among (i) SOUTHERN CALIFORNIA EDISON COMPANY, a California corporation, as Depositor (the "Depositor"), (ii) BNY MELLON TRUST OF DELAWARE, as Trustee (the "Delaware Trustee"), and (iii) THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as Trustee (the "Trustee" and jointly with the Delaware Trustee, the "Trustees"). The Depositor and the Trustees hereby agree as follows:

1.The trust formed hereby (the "Trust") shall be known as "SCE Trust V" in which name the Trustees, or the Depositor to the extent provided herein, may engage in the transactions contemplated hereby, make and execute contracts, and sue and be sued.

2.The Depositor hereby assigns, transfers, conveys and sets over to the Trust the sum of $10, which amount shall constitute the initial trust estate. It is the intention of the parties hereto that the Trust created hereby constitutes a statutory trust under Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. § 3801, et seq. (the "Statutory Trust Act"), and that this document constitutes the governing instrument of the Trust. The Trustees are hereby authorized and directed to execute and file a certificate of trust with the Delaware Secretary of State in accordance with the provisions of the Statutory Trust Act.

3.The Depositor, the Trustees and certain other trustees to be hereafter appointed will enter into an amended and restated Trust Agreement, satisfactory to each such party and substantially in a form included as an exhibit to the 1933 Act Registration Statement (as defined below), to provide for the contemplated operation of the Trust created hereby and the issuance of the Preferred Securities and Common Securities referred to therein. Prior to the execution and delivery of such amended and restated Trust Agreement, the Trustees shall not have any duty or obligation hereunder or with respect to the trust estate, except as otherwise required by applicable law or as may be necessary to obtain prior to such execution and delivery any licenses, consents or approvals required by applicable law or otherwise.

4.The Depositor and the Trustee hereby authorize and direct the Depositor, as the Depositor of the Trust, (i) to file with the Securities and Exchange Commission (the "Commission") and execute, in each case on behalf of the Trust, (a) the Registration Statement on Form S-3 (the "1933 Act Registration Statement"), including any pre-effective or post-effective amendments to the 1933 Act Registration Statement, relating to the registration under the Securities Act of 1933, as amended (the "1933 Act"), of the Preferred Securities of the Trust and certain other securities, (b) any Prospectus or Preliminary Prospectus relating to the Preferred Securities required to be filed under the 1933 Act, and (c) a Registration Statement on Form 8-A (the "1934 Act Registration Statement") (including all pre-effective and post-effective amendments thereto) relating to the registration of the Preferred Securities of the Trust under the Securities Exchange Act of 1934, as amended; (ii) to file with the New York Stock Exchange or any other national stock exchange or The Nasdaq National Market (each, an "Exchange") and execute on behalf of the Trust one or more listing applications and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Preferred Securities to be listed on any of the Exchanges; (iii) to file and execute on behalf of the Trust such applications, reports, surety bonds, irrevocable consents, appointments of

Exhibit  4.22

attorney for service of process and other papers and documents as shall be necessary or desirable to register the Preferred Securities under the securities or blue sky laws of such jurisdictions as the Depositor, on behalf of the Trust, may deem necessary or desirable and (iv) to execute on behalf of the Trust an Underwriting Agreement relating to the Preferred Securities, among the Trust, the Depositor, and the several Underwriters named therein. In connection with the filings referred to above, the Depositor hereby constitutes and appoints William M. Petmecky, III, Michael A. Henry and George T. Tabata, as its true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for the Depositor or in the Depositor's name, place and stead, in its capacity as Depositor of the Trust, to sign any and all amendments (including post-effective amendments) to the 1933 Act Registration Statement and the 1934 Act Registration Statement and to file the same, with all exhibits thereto, and any other documents in connection therewith, with the Commission, each Exchange and any administrators of state securities or blue sky laws, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as the Depositor might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their respective substitute or substitutes, shall do or cause to be done by virtue hereof.

5.This Trust Agreement may be executed in one or more counterparts, each of which shall be an original, but all such counterparts shall together constitute one and the same agreement.

6.The number of Trustees initially shall be two (2) and thereafter the number of Trustees shall be such number as shall be fixed from time to time by a written instrument signed by the Depositor which may increase or decrease the number of Trustees; provided, however, that to the extent required by the Statutory Trust Act, one Trustee shall either be a natural person who is a resident of the State of Delaware or, if not a natural person, an entity which has its principal place of business in the State of Delaware and otherwise meets the requirements of applicable Delaware law. Subject to the foregoing, the Depositor is entitled to appoint or remove without cause any Trustee at any time. The Trustees may resign upon thirty days prior notice to the Depositor. If no successor has been appointed within such thirty day period, the Trustees may, at the expense of the Trust, petition a court to appoint a successor trustee. Any Person into which a Trustee may be merged or with which it may be consolidated, or any Person resulting from any merger or consolidation to which a Trustee shall be a party, or any Person which succeeds to all or substantially all of the corporate trust business of a Trustee, shall be the successor to such Trustee under this Trust Agreement without the execution, delivery or filing of any paper or instrument or further act to be done on the part of the parties hereto, except as may be required by applicable law.

7.This Trust Agreement represents the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings between the parties, whether written or oral.

8.This Trust Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware without reference to its conflict of law provisions, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Sections 3540 and 3561 of Title 12 of the Delaware Code shall not apply to the Trust.

Exhibit  4.22

9.The Delaware Trustee shall not have any of the powers or duties of the Trustee set forth herein, except as required under the Statutory Trust Act. The Delaware Trustee shall be a Trustee hereunder for the sole and limited purpose of fulfilling the requirements of §3807(a) of the Statutory Trust Act.

10.The Trust may be dissolved and terminated before the issuance of the Preferred Securities at the election of the Depositor. If the 1933 Act Registration Statement expires or is otherwise terminated, then the Depositor shall inform the Trustees either that (i) the Trust shall be dissolved, wound up and terminated and that the Trustees shall execute and file with the Delaware Secretary of State (at the Depositor's expense) a Certificate of Cancellation of the Certificate of Trust of the Trust, or (ii) the Trust shall not be dissolved, wound up and terminated due to the fact that the Trust will, within a reasonable time period, become registrants in another 1933 Act Registration Statement relating to Preferred Securities of the Trust.

11.The Depositor hereby agrees to (i) reimburse the Trustees for all reasonable expenses (including reasonable fees and expenses of counsel and other experts), (ii) indemnify, defend and hold harmless the Trustees and any of the officers, directors, employees and agents of the Trustees (the “Indemnified Persons”) from and against all losses, damages, liabilities, claims, actions, suits, costs, expenses, disbursements (including the reasonable fees and expenses of counsel), taxes and penalties of any kind and nature whatsoever (collectively, “Expenses”), to the extent that such Expenses arise out of or are imposed upon or asserted at any time against such Indemnified Persons with respect to the performance of this Trust Agreement, the creation, operation or termination of the Trust or the transactions contemplated hereby; provided, that the Depositor shall not be required to indemnify any Indemnified Person for any Expenses which are a result of the willful misconduct, bad faith or gross negligence of such Indemnified Person and (iii) advance to each such Indemnified Person Expenses incurred by such Indemnified Person in defending any claim, demand, action, suit or proceeding prior to the final disposition of such claim, demand, action, suit or proceeding upon receipt by the Depositor of an undertaking, by or on behalf of such Indemnified Person, to repay such amount if it shall be determined that such Indemnified Person is not entitled to be indemnified therefor under this Section 11. The obligations of the Depositor under this Section 11 shall survive the resignation or removal of either of the Trustees, shall survive the termination, amendment, supplement, and/or restatement of this Trust Agreement, and shall survive the transfer by the Depositor of any or all of its interest in the Trust.

[SIGNATURE PAGE FOLLOWS]

Exhibit  4.22

IN WITNESS WHEREOF, the parties hereto have caused this Trust Agreement to be duly executed as of the day and year first above written.

SOUTHERN CALIFORNIA EDISON COMPANY, as Depositor

By:/s/ George T. Tabata

Name: George T. Tabata

Title: Assistant Treasurer

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee

By:    /s/ R. Tarnas

Name: R. Tarnas

Title: Vice President

BNY MELLON TRUST OF DELAWARE, as Delaware Trustee

By:/s/ Kristine K. Gullo

Name: Kristine K. Gullo

Title: Vice President

EX-5.3

Exhibit  5.3

December 17, 2014

To Each of the Persons Listed

on Schedule A Attached Hereto

Re:    SCE Trust IV and SCE Trust V

Ladies and Gentlemen:

We have acted as special Delaware counsel for Southern California Edison Company, a California corporation (the "Company"), SCE Trust IV, a Delaware statutory trust ("Trust IV"), and SCE Trust V, a Delaware statutory trust ("Trust V" and together with Trust IV, the "Trusts") in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

We have examined and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to enable us to render the opinions expressed below, including the following documents:

a.The Certificate of Trust of Trust IV (the "Trust IV Certificate"), as filed in the office of the Secretary of State of the State of Delaware (the "Secretary of State") on December 2, 2014;

b.The Trust Agreement of Trust IV, dated as of December 1, 2014, among the Company and the trustees of Trust IV named therein;

c.The Certificate of Trust of Trust V, as filed in the office of the Secretary of State on December 2, 2014 (the "Trust V Certificate");

d.The Trust Agreement of Trust V, dated as of December 1, 2014, among the Company and the trustees of Trust V named therein;

e.The Registration Statement on Form S-3 (the "Registration Statement"), including a prospectus (the "Prospectus"), relating to the trust preference securities of the Trusts, representing undivided beneficial interests in the assets of the Trusts (each, a "Preference Security" and collectively, the "Preference Securities"), as proposed to be filed by the Company, Trust IV and Trust V with the Securities and Exchange Commission on or about the date hereof;

To Each of the Persons Listed

on Schedule A Attached Hereto

December 17, 2014                                    Exhibit  5.3

Page 2

a.A form of Amended and Restated Declaration of Trust for each of the Trusts (including Annex I and Exhibits A-1 and A-2 thereto) relating to the purchase of a series of the Company's preference shares by the respective Trust (each, a "Declaration of Trust" and jointly, the "Declarations of Trust"), to be entered into among the Company, the trustees of the respective Trust named therein, and the holders, from time to time, of undivided beneficial interests in the assets of the respective Trust, to be filed as an exhibit to the Registration Statement;

b.A Certificate of Good Standing for Trust IV obtained from the Secretary of State on December 16, 2014; and

c.A Certificate of Good Standing for Trust V obtained from the Secretary of State on December 16, 2014.

Trust IV and Trust V are sometimes individually referred to herein as a "Trust." The Trust IV Certificate and the Trust V Certificate are jointly referred to as the "Certificates."

As to various questions of fact material to our opinion, we have relied upon the representations made in the foregoing documents and upon certificates of officers of the Company.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that each Trust Agreement and each Certificate is, and will be, in full force and effect and has not been, and will not be, amended, (ii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iii) the legal capacity of each natural person who is a signatory to the documents examined by us, (iv) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (v) that each of the parties to the documents examined by us has duly authorized, executed and delivered such documents, (vi) the receipt by each person or entity to whom a Preference Security is to be issued by the Trusts (collectively, the "Preference Security Holders") of a Trust Preference Security Certificate (as defined in the applicable Declaration of Trust) for the Preference Security and the payment for the Preference Security acquired by it, in accordance with the Declarations of Trust and the Registration Statement, and (vii) that the Preference Securities are issued and sold to the Preference Security Holders in accordance with the Declarations of Trust and the Registration Statement. We have not participated in the preparation of the Registration Statement (except for providing this opinion) or the Prospectus and assume no responsibility for their contents, other than this opinion.

To Each of the Persons Listed

on Schedule A Attached Hereto

December 17, 2014                                    Exhibit  5.3

Page 3

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.Each of the Trusts has been duly formed and is validly existing in good standing as a statutory trust under the Delaware Statutory Trust Act (12 Del. C. § 3801, etseq.) (the "Statutory Trust Act").

2.The Preference Securities of each Trust will represent valid and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable undivided beneficial interests in the assets of the applicable Trust.

3.The Preference Security Holders, as beneficial owners of the applicable Trust, will be entitled to the same limitation of personal liability extended to stockholders of private corporations for profit organized under the General Corporation Law of the State of Delaware. We note that the Preference Security Holders may be obligated to make payments as set forth in the Declarations of Trust.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In addition, we hereby consent to the use of our name under the heading "Validity of the Securities and Guarantee" in the Prospectus. In giving the foregoing consents, we do not thereby admit that we come within the category of persons or entities whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

EAM/JWP/KNR

SCHEDULE A

SCE Trust IV

2244 Walnut Grove Avenue

Rosemead, California 91770

SCE Trust V

2244 Walnut Grove Avenue

Rosemead, California 91770