ALJ/SMW/avs Date of Issuance 8/13/2010

Decision 10-08-002 August 12, 2010

BEFORE THE PUBLIC UTILITIES COMMISSION OF THE STATE OF CALIFORNIA

Application of Southern California Edison Company (U 3338 E) to issue, sell, and deliver one or more series of Debt Securities and guarantee the obligations of others in respect of the issuance of Debt Securities, the total aggregate principal amount of such indebtedness and guarantees not to exceed $3.5 billion; to execute and deliver one or more indentures; to sell, lease, assign, mortgage, or otherwise dispose of or encumber utility property; to issue, sell and deliver in one or more series, an aggregate amount not to exceed $1.0 billion par or stated value of Cumulative Preferred Stock -- $25 Par Value, Cumulative Preferred Stock -- $100 Par Value, Preference Stock or any combination thereof, and guarantee the obligations of others in respect of the issuance of that Stock; and for an exemption from the Commission's Competitive Bidding Rule.

Application 10-01-011 Filed January 8, 2010

DECISION AUTHORIZING SOUTHERN CALIFORNIA EDISON COMPANY

TO ISSUE UP TO $2.49 BILLION OF NEW LONG-TERM DEBT AND UP TO $811 MILLION OF NEW PREFERRED EQUITY

TABLE OF CONTENTS

Title Page

DECISION AUTHORIZING SOUTHERN CALIFORNIA EDISON COMPANY TO ISSUE UP TO $2.49 BILLION OF NEW LONG-TERM DEBT AND UP TO $811 MILLION OF NEW PREFERRED EQUITY 22

1. Summary 22

2. Background 22

3. Request 33

4. Discussion 55

4.1. Public Utilities Code Requirements for Issuance of Securities 55

4.2. Forecast of Sources and Uses 88

Sources and Uses Statement for 2010-2012 99

4.3. Types of Securities to be Issued 1212

4.4. Encumbrance of Utility Property 1313

4.5. Debt Enhancements 1515

4.6. Interest Rate Caps, Collars, Swaps, and Hedges 1515

4.7. Competitive Bidding Rule Exemption 1717

5. Reporting Requirement 2020

6. Fee 2121

7. Financial Information 2222

8. California Environmental Quality Act 2222

9. Categorization and Need for Hearing 2323

10. Comments of Proposed Decision 2424

11. Assignment of Proceeding 2424

Findings of Fact 2424

Conclusions of Law 2626

ORDER 3232

DECISION AUTHORIZING SOUTHERN CALIFORNIA EDISON COMPANY
TO ISSUE UP TO $2.49 BILLION OF NEW LONG-TERM DEBT AND UP TO
$811 MILLION OF NEW PREFERRED EQUITY

1. Summary

This decision grants Southern California Edison Company (SCE) the authority to issue up to $2.49 billion of long-term Debt Securities and up to $811 million of Preferred Equity, of which $439 million of new Preferred Equity is for capital expenditures and construction and $372 million of new Preferred Equity is for retirement/refinancing of previously issued securities. This decision also authorizes SCE to:

1. Encumber utility property, including its accounts receivable; to secure Debt Securities and Preferred Equity;

2. Guarantee the securities or other obligations of regulated direct or indirect subsidiaries or regulated affiliates of SCE or of governmental entities that issue securities on behalf of SCE;

3. Enter into interest-rate caps, collars, swaps, hedges, and other financial instruments, subject to the conditions enumerated in the order of this decision;

4. Enter into credit enhancements enumerated in the order of this decision;

5. Exempt certain Debt Securities from the Commission's Competitive Bidding Rule as enumerated in the order of this decision; and

6. Report all Debt Securities information required by General Order 24-B to the Commission on a quarterly basis.