Prospectus excerpt:  SCE Trust III, a Delaware statutory trust subsidiary of ours, will issue the 5.75% Fixed-to-Floating Rate Trust Preference Securities, which we refer to herein as the ÙTrust Preference Securities.ˆ Each Trust Preference Security represents an undivided beneficial interest in the assets of SCE Trust III. The only assets of SCE Trust III will be the shares of our Series H Preference Stock, which have substantially the same payment terms as the Trust Preference Securities and which we refer to herein as the ÙSeries H Preference Shares.ˆ SCE Trust III can make distributions on the Trust Preference Securities only if we make dividend payments on the Series H Preference Shares. We will pay dividends on the Series H Preference Shares when, as, and if declared by our board of directors or a duly authorized committee of the board.

Distributions on the Trust Preference Securities will be payable quarterly, in arrears, on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2014. From and including March 6, 2014 to but excluding March 15, 2024, distributions will accrue and be payable at a rate of 5.75% per annum, payable beginning on June 15, 2014 and ending on March 15, 2024. From and including March 15, 2024, distributions will accrue and be payable at a floating rate equal to the three-month LIBOR plus a spread of 2.99% per annum, payable beginning on June 15, 2024. SCE Trust III will pay distributions on the Trust Preference Securities only from the proceeds, if any, of dividends it receives from us on the Series H Preference Shares. Distributions on the Trust Preference Securities, and dividends on the Series H Preference Shares, will be cumulative from March 6, 2014.

Neither the Trust Preference Securities nor the Series H Preference Shares have a maturity date. At our option, at any time, or from time to time, on or after March 15, 2024 we may redeem the Series H Preference Shares, in whole or in part, at 100% of their liquidation preference, plus accrued and unpaid dividends, if any. In addition, the Series H Preference Shares may be redeemed, in whole, but not in part, at any time prior to March 15, 2024 if certain changes in tax or investment company law or interpretation occur and certain other conditions are satisfied. Upon any redemption of the Series H Preference Shares, a corresponding amount of Trust Preference Securities will be redeemed.