PROSPECT·US

1,000,000 Shares Southern Califor.nia Edison Company Cumulative Preferred Stock, 4.78% Series

' . "~ {$ 2 5 par v-alue)

~HESE SECURITIES HAVENOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR 'HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY ]S A CRIMINAL OFFENSE.

Underwriting Price to .Discounts and Proeeedsto Public(1) Commissions(Z) Company(3)

-. 'Per U·nit______.______.______------­ $25.55 $_50 $25;05 . Total.______.. __ ._.... __ .. _. _____ ._. _____ ------.--­ $25,550,000 $500,000 $25,050,000

.' _' XI) Plus accrued dividends, if any, from date of issue to date -of payment and ·del1very . . ,(2) In the Underwriting Agreement, referred to herein, the Company indemnifies the Purchasers against certain . civi11iabilities,in:duding certain liabilities under the Securitie-s Act of 1933. X3) Before deducting expenses of the Company estimated at $84,000.

The dividend for the period from the date of issue to F.ebruary 28, 19580fl the stock offered hereby has been declared and set apart and is payable May 31, 1958 to holders of re.cord MaY' .5, r 1958.

The New Prefe.r·ned Stock is offered by the sev-eral Pur.ch.aserswhen,as -and if issued by the Company and accepted by the Purchasers, and subject to their right to reject orders in whole or in part. It is expected that the certificates for the New Preferred Stock, in temporary form, will be ready for delivery on or about February 18, 1958.

The First B'oston Corporation Dean Witter & · C 'o~

The date of this Prospectus IS February 10, 1958. I ..

PROSPECTUS

1,000,000 Shares Southern California Edison Company Cumulative Preferred Stock, 4.78% Series ( $ 2 5 par value)

SOUTHERN CALIFORNIA EDISON COMPANY Supplement to Prospectus dated February 10, 1958 On February 11, 1958, the California Attorney General obtained authorization from the State Lands Commission'to commence, at an early date, litigation against the Company, Union Pacific Railroad Company, Los Angeles and Salt Lake Railroad Company and the City of Long Beach, California, for the purposes of testing the validity and binding effect upon the State of the judgment rendered in 1940 in Case No. 340-RJ -Civil in the Los Angeles Federal District Court, of determining the legal status of the lands involved in that case, and of obtaining certain additional relief with reference to said case and lands. The effect of the 1940 judgment, in so far as the Company is concerned, was to quiet its title, as against the City of Long Beach and others, to properties of the Company, including oil rights, situated in the Long Beach-Los Angeles Harbor area, including the Company's Long Beach Steam Station referred to on page 10 of the Prospectus and various easements, rights, rights of way and appurtenances thereto. Substantially all of the Company's oil revenues and royalties shown on page 4 of the Prospectus are derived from these properties. In the opinion of the Company's special counsel referred to on page 18 of the Prospectus, the Company should prevail if such litigation is commenced. Dated: February 12, 1958.

The dividend for the period from the date of issue to February 28, 1958 on the stock offered hereby has been declared and set apart and is payable May 31, 1958 to holders of record May 5 1958. '

The New Preferred Stock is offered by the several Purchasers when, as and if issued by the Cox:npany and accepted by the Purchasers, and subject to their right to reject orders in whole or In part. It is expected that the certificates for the New Preferred Stock, in temporary form, will be ready for delivery on or about February 18, 1958.

The First Boston Corporation Dean Witter & Co. 1 The date of this Prospectus 15 February 10, 1958. IN CONNECTION WITH THIS OFFERING, THE PURCHASERS MAY OVER­ ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SECURITIES HEREBY OFFERED AND THE OTHER CUMULATIVE PREFERRED STOCK OF THE COMPANY AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANS­ ACTIONS MAYBE EFFECTED ON THE AMERICAN AND PACIFIC COAST STOCK EXCHANGES. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.

CONSTRUCTION PROGRAM The net proceeds from the sale of 1,000,000 shares of Cumulative Preferred Stock, 4.780/0 Series (the "New Preferred Stock"), will become treasury funds, and the Company proposes to use an t amount at least equal to such proceeds in its continuing construction program. Gross plant additions for the years 1953 through 1957, inclusive, were approximately $502,815,000 and retirements during such period aggregated approximately $73,243,000. It is presently expected that gross plant additions for the years 1958-1959 will total approximately $273,753,000, consisting of $83,707,000 for steam electric generating plants; $44,594,000 for hydro­ electric generating plants; $29,353,000 for electric transmission lines and substations; $96,877,000 for electric distribution lines and substations; and $19,222,000 for other additions. For such total estimated requirements of $273,753,000 for the years 1958-1959, an unused balance of approximately $9,000,000 is available to the Company from the sale of securities in 1957, and the Company expects to obtain approximately $130,700,000 in new money from outside sources in addition to the net proceeds from the New Preferred Stock offered hereby; the remaining requirements are expected to be obtained from internal sources, principally from provisions for depreciation, amortization, tax deferrals and other reserves, and unappropriated earnings. The amount to be obtained from outside sources is based on various estimates and assumptions affecting cash to be generated internally and is subject to increase or decrease in amounts not presently fore­

seeable. The nature, amounts and timing of any additional financing will depend upon conditions j existing from time to time and may include short-term bank loans. The contemplated construction program includes expenditures for certain projects that will not be completed until 1960, and substantial continuing expenditures are anticipated in that year and later years.

REDEMPTION PRICES OF NEW PREFERRED STOCK The redemption price from time to time of the New Preferred Stock will 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. 2 CAPITALIZATION The capitalization of the Company (on a consolidated basis) as at December 31, 1957 and as adjusted to reflect the issuance and sale of the New Preferred Stock (but without taking into account any related premium or expense) was as follows: In Thousands r Outstanding As Long-Term Debt December 31,1957 Adjusted First and Refunding Mortgage Bonds (a) Series of 3s, Due 1965...... $108,000 $108,000 Series of 3)4 5, Due 1964 ...... 30,000 30,000 Series A, Due 1973 (3Ys%) ...... 40.000 40,000 Series B, Due 1973 (3% ) ...... 25,000 25,000 Series C, Due 1976 (2YR%) ...... 35 .000 35,000 Series D, Due 1976 (3Ys % ) ...... 30,000 30,000 Series E, Due 1978 (3¥S%) ...... 30,000 30,000 Series F, Due 1979 (30/0) ...... 30.000 30,000 Series G, Due 1981 (3~%) ...... 40,000 40,000 Series H, Due 1982 (47:4%) ...... 37,500 37,500 .;;::.., ) .. Series I, Due 1982 (4~%) ...... 40.000 40,000 Series J, Due 1982 (4~%) ...... 40.000 40.000 SubtotaL..._...... _...... $485,500 $485,500 3~% Convertible Debentures, Due July 15, 1970 ($24,713,000 authorized) (b) ..... 24.713 24.713 Total Long-Tenn Debt...... $510.213 $510.213 Capital Stock (par value $25 per share) and Surplus Original Preferred Stock (5%, prior, cumulative, participating) (160,000 shares authorized and outstanding) ...... $ 4,000 $ 4,000 Cumulative Preferred Stock (6,000,000 shares authorized) 4.08% Series 0,000,000 shares outstanding) ...... 25,000 25,000 4.24% Series (1,200,000 shares outstanding) ...... 30,000 30,000 4.32% Series 0,653,429 shares outstanding) ...... 41,336 41,336 4.88% Series (769,014 shares outstanding) ...... 19,225 19,225 New Preferred 0,000,000 shares to be outstanding) ...... None 25.000 Subtotal...... $119.561 $144.561 Preference Stock (cumulative) (3,000,000 shares authorized) 4.48% Convertible Series (432,253 shares outstanding) (c) ...... $ 10,807 $ 10,807 4.56% Convertible Series (56,332 shares outstanding) (c) ...... 1,408 1,408 Common Stock 02,000,000 shares authorized, 8,397,653 shares outstanding (d) ...... 207,074 207,074 Capital Surplus-principally premium on capital stock...... 43,954 . 43,954 Earned Surplus (e) ...... 73.571 73.571 Subtotal...... $336.814 $336.814 Total Capital Stock and Surplus...... $456.375 $481,375 Total Capitalization (Consolidated) ...... $966.588 $991.588 (a) The authorized principal amount of each series is equal to the amount shown to be outstanding for such series. The Trust Indenture under which these bonds are issued permits the issuance from time to time of additional bonds thereunder pursuant to the restrictions and conditions contained therein. (b) The Board of Directors of the Company, pursuant to the terms of the 3~% Convertible Debentures, Due July 15, 1970, elected to accept for conversion all Debentures tendered for conversion after January 14, 1958. From January 15, 1958 through January 31, 1958, $8,561,600 of Debentures were converted and are no longer outstanding. Any Debentures which are converted may not be reissued. The conversion rights of the Debentures expire July 17, 1967. The Debentures are convertible at a conversion price, subject to adjustment in certain events, of $42.85 to and including January 15, 1962 and at increasing prices thereafter. (c) The shares of Preference Stock, 4.48% Convertible Series and 4.56% Convertible Series, are presently con­ vertible into Common Stock at the respective rates of 0.85312 and 0.921 of one share of Common Stock for each share converted. (d) At December 31, 1957 there were 997,587 shares of authorized but unissued Common Stock reserved for issuance upon future conversions of said Debentures and Preference Stock, and against related outstanuing scrip for Common Stock. (e) Includes $8,789,000 undistributed earnings of Edison Securities Company, a wholly-owned subsidiary. 3 SUMMARY OF CONSOLIDATED EARNINGS The following summary should be read in connection with the financial statements and related notes included in this Prospectus. The summary has been examined by Messrs. Arthur Andersen & Co., independent public ~ccountants, as stated in their certificate appearing under "Financial Statements".

Year Ended December 31 (In ThousandJ;) 1953 1954 195.5 1956 1957

Operating Revenues: Electric sales ...... _...... $139,515 $152,694 $175,745 $194,409 $216,572 Other operating revenues...... _...... 958 992 835 638 563 Total operating revenues...... $140,473 $153,686 $176,580 $195,047 $217,135

Operating Expense and Taxes:

Fuel for electric generation...... $ 18,740 $ 20,642 $ 25,646 $ 26,122 $ 39,933 ~. Purchased power...... 5,691 4,009 5,717 6,118 3,279 J Other operation expense...... 28,913 28,376 30,619 34,935 38,471 Maintenance and repairs...... 8,809 9,904 11,099 12,256 12,965 Provision for depreciation and amortization...... 15,169 16,935 18,557 20,518 22,680 Federal income taxes...... 17,961 20,513 23,147 24,096 23,539 Income taxes deferred due to accelerated amortization .. 1,609 2,588 3,339 3,804 Other taxes...... 16,948 18,454 21,222 25,064 28,488 Total operating expenses and taxes ...... $112,231 $120,442 $138,595 $152,448 $173,159 Net Operating Income ...... _...... $ 28,242 $ 33,244 $ 37,985 $ 42,599 $ 43,976

Other Income (net): Oil revenaes and royalties...... $ 1,803 $ 2,252 $ 1,657 $ 1,472 $ 1,285 Interest and miscellaneous.. _...... 174 174 357 626 782 Total other income...... $ 1,977 $ 2,426 $ 2,014 $ 2.098 $ 2,067 Gross Income...... $ 30,219 $ 35,670 $ 39,999 $ 44,697 $ 46,043

Deductions: Interest on long-term debt...... $ 8,518 $ 9,559 $ 10,799 $ 12,338 $ 15,284 Other interest and amortization...... '" 764 626 678 722 757 I nterest charged to construction (credit*) ...... 1,441 * 1,686* 1,107* 2,020* 1,984*' Total ded uctions...... $ 7.841 $ 8,499 $ 10,370 $ 11,040 $ 14.057 Net Income.. __ ...... $ 22,378 $ 27,171 $ 29,629 $ 33,657 $ 31,986

The annual interest requirements on the Comrany's outstanding long-term debt aggregate $17,843,000. The annual dividend requirements on the Company's outstanding preferred stocks at December 31, 1957 were $384,000 on the Original Preferred Stock (assuming a 60¢ quarterly Common Stock dividend), $5,016,000 on the Cumulative Preferred Stock, and $54&,000 on the Preference Stock. The annual dividend requirement on the New Preferred Stock will be $1.195,000. (The "Notes to Financial Statements" herein are an integral part of this Summary) The earnings shown above are not necessarily indicative of future earnings. The Company's operating expenses have been and will probably continue to be increased by rising taxes, wages and materiel and fuel prices which, with lesser factors, have had an adverse effect upon the Company's earnings. In addition, operating expenses have been and will be affected by water conditions on the Big Creek-San Joaquin and Colorado River watersheds. See "Fuel", "Rates" and "Employee Relations" under "Business and Property".

4 BUSINESS AND PROPERTY General The Company, incorporated in 1909 under the laws of California, is a public utility engaged in the business of generating, purchasing, transmitting, distributing and selling electric energy in portions of central and southern California, excluding the City of Los Angeles and certain other cities. The popUlation of the territory served by the Company was estimated on the basis of the 1950 Federal Census at approximately 2,725,000, and as of April, 1957, was estimated to be approxi­ mately 4,382,000.

The following tabulation shows the operating revenue by classes of customers for the periods indicated:

(In Thousands) %of 1957 19'3 1954 19'5 1956 1957 Total

~ )...... Domestic...... _...... $ 51,290 $ 57,336 $ 64,517 $ 71,852 $ 79,711 36.7 Agricul tural ...... _.. _... 10,670 10,636 12,439 12,083 12,373 5.7 Commercial ...... _._ ...... _ ...... 29,636 32,583 36.450 41,521 47,131 21.7 Industrial_...... _.... ___...... _...... 35,749 38,940 47.118 52,327 58,562 27.0 Railways and Public Authorities ...... 10,088 11,166 12,979 14.020 15,727 7.2 Other Electric Utilities ... _ .. _...... _...... 2,082 2,033 2.242 2,606 3,068 1.4 Total Revenue from Electric Sales ... $139,515 $152,694 $175,745 $194,409 $216,572 99.7 Other Miscellaneous Revenue...... _...... 779 675 677 622 563 .3 Total Electric Revenue ...... $140.294 $153,369 $176,422 $195,031 $217,135 100.0

The number of customers served by the Company increased from 1,083,684 on December 31, 1952 to 1,456,526 on December 31, 1957. The territory served by the Company includes large areas devoted to diversified agriculture, much of which is made possible by irrigation. Industrial activity is well diversified. Although many of the Company's industrial customers are major users of electric energy, the revenue for the year ended December 31, 1957 derived from the largest

r single industrial customer accounted for approximately 1.2<70 of the Company's total electric .~ , revenue, and the ten largest industrial customers together accounted for approximately 7.2<70 of such revenue.

The approximate maximum instantaneous demand experienced by the Company's system to February 2, 1958 was 2,637,400 kw on December 4, 1957. At that time, the approximate effective operating capacity of the Company's system was 3,123,400 kw, including 75,000 kw of voluntary service and 75,000 kw under contract from other utilities. The Company now has under construction 400,000 kw of additional steam electric generating capacity for completion in 1958 and 400,000 kw for completion in 1959.

5 The following tabulation shows for the periods indicated the total energy generated, purchased and interchanged by the Company: (Thousands of Kilowatt Hours) %of 1957 1953 19~ 195.5 1956 1957 Toted Generated-Net Station Output Hydroelectric Plants ...... 2,960,924 3,102,134 2,815,719 4,710,303 3,298,865 22.0 Steam Plants.... _...... 5,699,642 6,903,676 8,641,734 8,306,882 11,220,796 75.0 Diesel Plant.. __.. _...... _.... ­ 546 597 144· 105· 115· Experimental PlanL ...... _. 247 Total Genera ted ...... _...... 8,661,112 10,006,407 11,457,309 13,017,080 14,519,793 97.0 Purchased Power-Hoover Dam..... 1,038,352 671,822 360,935 243,165 333,840 2.2 Purchased Power-Other.._.._...... 581,372 249,171 545,597 509,815 130,393 .8 Power Interchange (Net) ...... 9,333* 4,694 499* 13,953 17,784· Total Generated, Purchased and Interchanged...... _ .._...... 10,271,503 10,932,094 12,363,342 13,784,013 14,966,242 100.0 Company Use and Furnished Free. 20,126 20,301 22,626 24,006 22,737 Lost and Unaccounted for...... 1,334,380 1,398,458 1,502,511 1,720,893 1,673,874 Total Energy Sold.._...... 8,916,997 9,513,335 10,838,205 12,039,114 13,269,631 • Deduction.

Fuel The substantial increases of the Company's fuel costs in 1957 over 1956 were attributable in large part to increases in fuel prices experienced during 1957. The Company currently estimates that the costs of its 1958 fuel requirements will be increased by approximately $1,960,000 or 4.90/'0 over such cost in 1957, assuming, among other things, a continuing rate of increase in system load which mayor may not be realized. Such increase in cost is attributable largely to anticipated use of a larger amount of steam generated energy. . The fuel expense for electric generation is affected by, among other factors, seasonal runoffs on the watersheds furnishing the water for the Company's hydroelectric facilities. The 1956 water year on the Big Creek-San Joaquin watershed was one of the best on record, resulting in a new record of over 4 billion kilowatt-hours transmitted from the Company's hydroelectric facilities on that watershed during the calendar year 1956. The 1957 water year on the Big Creek-San Joaquin watershed was below average and, as a result, about 2.75 billion kilowatt-hours were transmitted from that source in the calendar year 1957 or about 93.50/'0 of average. Precipitation in the 1958 water year to date is average. On the Colorado River watershed, precipitation and runoff in 1957 were above average with the result that Lake Mead storage recovered to normal operating levels for the first time in four years. Precipitation on the Colorado River watershed for the 1958 season to date continues to be above average. It is anticipated that power available from Hoover Dam in 1958 may be substantially greater than in recent years without, however, providing a significant part of the Company's energy supply. In 1957, the Company's fuel requirements amounted to approximately 18,100,000 equivalent barrels of fuel oil, approximately 600/'0 of such requirements having been supplied with oil and 40% with gas. This represented an increase over the Company's 1956 fuel requirements of approximately 280/'0, and estimates indicate further increases in fuel requirements in 1958 and later years. The Company has entered into several long-term arrangements for additional gas fuel, which include a contract, now involved in pending proceedings before the Federal Power Commission and the California Public Utilities Commission, with EI Paso Natural Gas Company extending for a maximum period of 18 years from the date of first delivery. This contract provides· 6 for quantities up to 100,000 MC£ per day (approximately 6,000,000 equivalent barrels per annum) in 1959, increasing thereafter to a maximum of 300,000 MC£ per day by 1967, subject to certain con­ ditions including the availability of reserves to El Paso and the fuel requirements of the Company; the delivered cost to the Company is a minimum of 34¢ per ~fC£ (which approximates current prices paid to local gas utilities for interruptible service under shorter term arrangements but is lower than the current price of fuel oil), subject to certain upward adjustments. Because the proceedings before the regulatory commissions are yet to be concluded, the Company has not yet received any gas under this contract and has no assurance when or whether required authorizations may be forthcoming. As a part of its continuing efforts to meet its increasing estimated fuel requirements, the Company is actively seeking additional sources of gas fuel and has undertaken negotiations which may result in contracts for the purchase of substantial quantities of gas over periods up to 20 years at estimated delivered costs substantially higher than such costs of fuel which the Company has presently contracted to purchase. .,;... Rates ~ .. .~ . The California Public Utilities Commission issued its decision on October 15, 1957 on the application for a general rate increase which the Company had filed in September 1956 and had revised by amendment in February 1957. The new rate levels, which became effective for service on and after November 9, 1957, were designed to yield a rate of return for the future of 6.25% on a depreciated book cost rate base and to provide estimated additional gross revenue of $25 million annually based on the 1957 level of sales, representing an increase of approximately 11.5%. The rate of return which may actually be experienced by the Company may be reduced by continuing increases in expenses and other factors. On December 5, 1957, Monolith Portland Cement Company petitioned the California Supreme Court for a writ of review, naming the Company, the Commission and all of the members of the Commission as respondents, seeking to have the decision annulled. The Company does not presently know whether the California Supreme Court will issue its writ of review, but, if it does so, it is the opinion of counsel for the Company that the arguments presented for the annulment of the decision are not well founded. In addition, the City of Colton, which purchases power from the Company for resale, has indicated that it may seek relief from the Federal Power Commission. , . The Commission's decision required that the new rates be put in effect in the City of Vernon, t'-. . where the Company has been serving primarily industrial customers under a lease arrangement since 1937. Because of such circumstance the City of Vernon has attempted to terminate such lease arrangement, and a legal dispute exists between the city and the Company as to whether or not the Vernon lease is in effect and as to who is entitled to possession of the property covered by the lease. There is pending in the Los Angeles County Superior Court an action for declaratory relief brought by the City of Vernon on June 11, 1957. It is the opinion of counsel for the Company that, under the circumstances involved, the City of Vernon could not lawfully terminate the lease and d~mand possession of the leased property as it has attempted to do. If the Company continues to provide service to its customers in the City of Vernon, the Company currently estimates that approximately 3.8ro of its gross operating revenues would be received from s~ch customers in 1958. Employee Relations The Company has approximately 8,500 active full time employees of whom approximately 4,800 are covered by union contracts which continue to December 31, 1958, and thereafter during negotiations for changes and until new contracts are reached or until either party exercises its right to terminate upon notice. Under the terms of re-opening provisions, the Company has

7 reached agreement 'with Local 47, International Brotherhood of Electrical Workers, AFL-CIO, on a 570 general wage increase and an increase in the vacation plan to provide three weeks vacation beginning in the year of the tenth anniversary of continuous and active service. These changes were made effective January 1, 1958 as to all employees of the Company except approximately 500 employees represented by Local 246, Utility \Vorkers Union of America, AFL-CIO. That local has been offered the same adjustments and negotiations are continuing. General increases granted to employees effective January 1, 1958 will add an estimated $2,500,000 to the 1958 payroll, of which approximately $1.700,000 will be charged to operations and the remainder to construction and other accounts. The added cost of the additional vacation benefits will be approximately $240,000 for 1958.

Municipal Ownership and Other Competition Under the laws of California, utility districts may be formed and may include incorporated as well as unincorporated territory. Such districts as well as municipalities have the right to • construct, purchase or condemn and operate electric facilities. A municipality owning its own electric system may dispose of energy outside its boundaries under certain conditions. One effect of municipal competition is felt by the Company when a city owning an electric system annexes adjacent territory which the Company has theretofore served. \Vithin the general territory served by the Company, Los Angeles, Pasadena, Glendale. Burbank, Azusa, Anaheim, Colton and Riverside own and operate electric systems. Azusa, Anaheim, Colton and Riverside buy from the Company all the electric energy which they distribute. The other cities mentioned own generating plants and also have contracts with the United States for Hoover Dam energy. In selling its electric energy the Company is in competitIOn with companies selling gas and liquid petroleum gas, both in domestic and commercial fields.

Property The Company owns and operates 25 hydroelectric plants (and holds certain \vater rights in connection therewith), owns and operates eight steam electric generating plants, and operates one ) diesel electric generating plant and related distribution facilities owned by the City of Vernon under the lease arrangement with that city under dispute as set forth under "Rates". All of such plants are located in central and southern California and have total effective operating capacities under optimum conditions of 2,658,920 kilowatts, of which amount approximately 7570 represents steam electric generating capacity. In addition, the Company, under contracts with the United States, has available for its use approximately 310,000 kilowatts of total effective operating capacity under favorable conditions at Hoover Dam Power Plant. The Company also owns and operates transmission, distribution and communication systems. The Company's major and certain minor hydroelectric plants together with certain storage and regulating reservoirs are located in whole or in part on lands of the United States under Government licenses and permits which expire at various times between 1962 and 2007 and which contain numerous restrictions and obligations on the part of the Company, including, in most cases, the right of the United States to acquire the project under certain conditions upon the payment of compensation. Certain of the substations and transmission, distribution and communication systems are located in whole or in part on Government lands under licenses,

8 permits, or easements, on lands of others under licenses, leases or easements, or on public streets or highways pursuant to franchises, in each case with certain minor exceptions. Certain of the Company's water rights acquired by appropriation under California law are held pursuant to permits and licenses containing various terms and .conditions, including pro­ visions for the acquisition by public agencies, under certain circumstances, of the Company's diversion works and related power plants on payment of compensation. In some cases restrictions upon the Company's storage and use of water are imposed by contracts made between the Company and other persons, including the United States. In the case of \vater flo\ving upon reserved lands of the United States, the validity of rights acquired by the Company under California law may be subject to question, or such rights may be subordinate to proprietary rights of the United States in the waters or may be subject to the right of the Federal Power Commission to exact the release of water as a condition to the grant of a right to occupy lands of the United States. The Company owns and oq::upies a thirteen story steel and concrete office building in Los Angeles. The Company also owns or leases other smaller buildings in various locations through­ out the territory served which are used as commercial offices, warehouses, garages and for other operations. Substantially all of the properties of the Company are subject to the lien of a trust indenture securing First and Refunding :Mortgage Bonds presently outstanding in an aggregate principal amount of $485,500,000. In the opinion of Rollin E. Woodbury, Esq., General Counsel of the Company, (1) except as to immaterial items of property, the Company has good and valid title in and to all of the real property referred to in this Prospectus as being owned by it at the date hereof, free and clear of liens, charges, defects and encumbrances other than those referred to elsewhere in this Prospectus and except for conditions, restrictions, reservations, covenants, rights of way and easements of record and permits, licenses, leases, contracts and certain other matters affecting the title or interest of the Company in certain or all of its properties, none of which, in the opinion of such Counsel, seriously affects the Company's right to use such properties in the conduct of its business; and (2) the Company is possessed of adequate rights to the use of all lands not owned by the Company on which the Company's system, including its transmission, distribution and communi­ cation lines, is located, with minor exceptions and subject to minor defects in the record title of comparatively few of the easements or rights of way used by the Company.

Certain Conditions Affecting Steam Plants The Company is presently engaged in a jointly sponsored research and development program with the Air Pollution Control District of Los Angeles County to study ways and means of dealing with ~he air pollution problem which has developed in the Los Angeles Basin area. The Company is constructing or operating certain of its steam generating units in Los Angeles County under variances from certain provisions of the California Air Pollution Control Act and rules and regulations issued thereunder governing the emission of air contaminants. Such variances are issued and are subject to annual renewal by the District. The Company will shortly file with the Air Pollution Control District of Orange County an application for authority to construct its new steam generating units in that county. As a part of the above research and development program, the Company has been conducting pilot precipitator studies and intends to purchase and install a full scale prototype electrostatic 9 precipitator having an estimated cost, including costs of testing and possible development changes, of approximately $1,000,000 on one of the two units at its El Segundo Steam Station. If, after testing, the precipitator is approved by the Districts, the Company anticipates that the Districts may require it to purchase and install similar precipitators on some or all of the other units in Los Angeles County then operating under variance, and on units now under construction in Orange County, unless prior to such purchase and installation the Districts and the Company have agreed that some other equipment or air pollution control means, including substitution of natural gas as the preponderant fuel for some or all of the units, will be more effective. Units now operating under variance in Los Angeles County and under construction in Orange County total eight in number. It is possible that future developments in the field of air pollution may cause the Company to modify or supplement its equipment or its operating methods in other ways which cannot at present be foreseen. The Company's Long Beach Steam Station, having a net book investment of approximately $20,000,000, is located in an oil and gas field within which a general areal subsidence of the ground surface, accompanied by a horizontal contraction of the ground, has occurred since the initial development of the field in 1938 and is continuing to occur at the present time. The vertical subsidence at the Station is not uniform but now averages approximately 23 ~ feet, and the accompanying horizontal contraction now amounts in some places to approximately 6 inches per 100 feet. The Company anticipates that such subsidence will be about 32 feet by 1970, and that an additional subsidence will thereafter be experienced of presently undeterminable extent. On the basis of presently available data and its experience to date, the Company believes that neither the vertical subsidence nor the horizontal contraction will be so extensive that its plants will not be maintained in a satisfactory operating condition for the remainder of their normal operating lives. As subsidence continues, expenditures to meet subsidence problems will be required from time to time, but the Company believes that all major expenditures of this kind have already been made. The Company has raised .the existing dike system to protect the Station against a subsidence of 32 feet. Certain individuals, by the attempted use of some land scrip known as "Valentine Scrip," have filed applications with the Department of the Interior for patents on certain areas which include portions of the Company's Long Beach Steam Station site. To date the Department of the Interior has rejected these filings. The Company is advised by its General Counsel that, even if such filings were validly made on such lands, such filings or operations thereunder would not disrupt or seriously interfere with the rendering of service by the Company as a public utility.

Miscellaneous The Company is subject to the jurisdiction of the Public Utilities Commission of the State of California, and is also subject to certain provisions of the Federal Power Act, both as a licensee of the Federal Power Commission and as a company engaged in the transmission of electric energy in interstate commerce. The Company carries blanket comprehensive insurance covering different properties, in various amounts, against named hazards and with some differing deductibles assumed by the Company. As of December 31, 1957, the above included fire, lightning and inherent explosion insurance in the amount of $50,000,000 for each loss in excess of $100,000, and, since the Pacific Coast area is subject to earthquakes, $8,000,000 earthquake insurance for each loss in excess of $1,000,000. In addition, the Company has other insurance covering particular instances and properties. None of the policies insures against loss of revenue, or against damage resulting from subsidence at the Long Beach Steam Station site. 10 GOIDtATING STATIONS o U'ST.NO • _ CONITIIUCT.Oft TRANSMISSION STATIONS 03K1t OR ~T£l') o txIST.N

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MAP OF SERVICE AREAS AND TRANSMISSION SYSTEM SOUTHERN CALIFORNIA EDISON COMPANY LOS ANGELES. CALIFORNIA

Note: The general location of the transmission lines and certain other important units of the Company and its "service areas" are shown above; such service areas include only areas within approximately one mile of the distribution system, although the Company is obligated under certain conditions to serve within more extensive areas covered by its certificates of public convenience and necessity.

11 MANAGEMENT The names of all directors and executive officers of the Company, and the offices held by each, are as follows: Name Position

Harold Quinton...... _...... President and Director James F. DavenporL__ ... _...... _._ ...... Executive Vice President and Director W. L. Chadwick...__...... _.... Vice President R. G. Kenyon..____ ._._._...... _._.._...... _... _...... _.Vice President G. N. Hawley._ .. _...... _._ ....._.. __ ....__ ._.Vice President J. H. Mead._.______.__ ._. __ ...... _...... _...... Vice President E. R. Peterson._____ .. __ ..... __ ...... ___ ...Vice President Robert P. O'Brien____ ... __ ._... ____ .._...... _...... Vice President Bruce Renwick______.._...... __ ...... ___ .__ ._...... Vice President and Senior Counsel T. M. McDaniel, J r. ___..._...... Vice President Rollin E. Woodbury...... General Counsel C. E. Pichler...... _...... _...... _.....Comptroller P. C. Hale...... _...... _.Treasurer T. J. Gamble...... _...... Secretary W. C. ivlullendore ...... Chairman of ' the Board and Director Harry J. Bauer...... _...... _...... Vice Chairman of the Board and Director Arnold O. Beckman...... _....Director Harry A. B uffum...... _..._...._....Director Asa V. CalL._ .... _...... _Director William B. Coberly, Jr...... Director Fred D. Fagg, Jr.._...... Director Herbert Hoover, Jr...... Director A. J. McFadden._ ...... _...... _...... _.Director Henry T. M udd_ ... _.... _._ ...... _...... __ ._ .....Director John V. N ewman_._ .... ___ ...... _...... Director James R. Page..._..... _...... Director James E. Shelton._ .. _...... _...... Director All of the executive officers of the Company have been connected with the Company for the past five years, ~"{cept Mr. McDaniel who was formerly associated with Arthur Andersen & Co., independent public accountants, as a manager and as a principal in charge of the Administrative Services Division in their west coast offices. Mr. McDaniel entered the employ of the Company on September 10, 1956 as an Executive Assistant, and was elected a Vice President on November 21, 1957. l2 The aggregate direct remuneration paid by the Company and its subsidiary during the calendar year 1957 to (1) each director, and each of the three highest-paid officers, of the Company whose aggregate direct remuneration exceeded $30,000, and (2) all directors and officers of the Company as a group, was as follows: Name of individual Capacitie, in which Aggregate direct or identity of group remuneration was received rllmunera1ion Harold Quinton President and Director $100,000 W. C. Mullendore Chairman of the Board 53,333 and Director James F. Davenport Executive Vice President 72,000 and Director R. E. Fife Vice President 53,351 All Directors and Officers 616,052 __ Assuming that Mr. Quinton and Mr. Davenport continue in service as contributing members >. . of the voluntary retirement annuity plan at their present salaries until normal retirement dates, it is estimated that they. will receive aggregate retirement annuities of $17,098 and $23,698, respec­ tively. On June 1, 1957, Mr. Mullendore attained normal retirement date and received retirement benefits of $4,820 in 1957. \Vhen 1'Ir. :Mullendore actually retires, his annual retirement benefits will, under various Company plans, aggregate $19,450. 1fr. Fife retired January 1, 1958, and is thereby entitled to receive retirement benefits at the annual rate of $16,032. See Note 7 in "Notes to Financial Statements". In addition to the foregoing direct remuneration and retirement benefits, the Company has agreed with Mr. Quinton and Mr. Davenport, as compensation for services to be rendered by them to the Company, to pay to designated beneficiaries of each the respective sums of $1,000.00 and $558.33 per month for 120 months, in each case plus interest at 20/0 per annum on the unpaid balance, commencing after the deaths of such individuals. The records of the Company show that at December 31, 1957, The Equitable Life Assurance Society of the United States, 393 Seventh Avenue, New York 1, New York, held 554,925 shares, or 12.01 %, of the Company's outstanding Cumulative Preferred Stock. No other person owns of record, or is known by the Company to own beneficially, more than 10 per cent of any class of its voting securities. ( There is set forth in the table below a list of holdings of equity securities of the Company by all directors and officers of the Company, as a group, as of December 31, 1957. Amount Beneficially TItI. of Clan Owned

3~ % Convertible Debentures, Due July 15, 1970...... $ 28,600 Original Preferred Stock..... ____ ....._...... _...... _...... 140 shares Cumulative Preferred Stock...... _...... _...... 1,253 shares Preference Stock...... 100 shares Common Stock...... _...... 10,674 shares

DESCRIPTION OF CAPITAL STOCK (Including the New Preferred Stock) General The information set forth below is, with minor exceptions, summarized from the Articles of Incorporation of the Company, as amended, and the Certificates of Determination of Preferences of the several series of Cumulative Preferred Stock and Preference Stock. Such information does not purport to be complete or, except where specifically indicated, to summarize applicable statu­ 13 tory provisions. References are herein made to particular portions of the Articles of Incorporation of the Company for further iniormation with respect to the capital stock of the Company, the following information being expressly qualified by such references. The terms "Original Preferred Stock", "Cumulative Preferred Stock" and "Preference Stock" refer to the entire classes of such stocks, and the terms "4.08% Series", "4.240/0 Series", "4.32% Series", "4.880/0 Series", "4.480/0 Convertible Series" and "4.560/0 Convertible Series" refer to the respective existing series of the latter two classes. The Board of Directors is authorized, within the limitations and restrictions set forth in the Articles, to issue the Cumulative Preferred Stock and Preference Stock from time to time in series and, as to any wholly unissued series, to fix the number of shares thereof and the dividend rate, conversion rights, voting rights (in addition to the voting rights provided in the Articles), redemption price and/or the voluntary liquidation preferences thereof. (Article Sixth, Sections 3, 4). In order of preferential rank, the classes of stock are: Original Preferred Stock, Cumulative Preferred Stock, Preference Stock and Common Stock. All classes of stock have a par value of $25 per share. Certificates for the New Preferred Stock will be issued in the first instance in temporary form exchangeable without charge for definitive certificates when the latter become available. The Transfer Agents for the New Preferred Stock are Bankers Trust Company, New York, New York, and the Company, Los Angeles, California. The Registrars for the New Preferred Stock are Manufacturers Trust Company, New York, New York, and Security-First National Bank, Los Angeles, California. It is the Company's intention to make application within 90 days from the date of issue of the New Preferred Stock for the listing of the New Preferred Stock on the American and Pacific Coast Stock Exchanges, and for the registration thereof under the Securities Exchange Act of 1934. Dividend Rights The Indenture securing the Company's bonds provides, in substance, that the Company shall not pay any cash dividends except out of its surplus at December 31, 1921, and out of earnings (as defined) subsequent thereto. None of the Company's present earned surplus is restricted by this provision. The Original Preferred Stock is entitled to cumulative quarterly dividends, as declared, at the rate of 50/0 per annum in preference to all other classes of stock, and is entitled to participate in any distribution to the Cumulative Preferred Stock or the Preference Stock to the extent that such distribution shall, as to any series, be greater than 50/0 per annum. After dividends have been declared or paid on the Common Stock for any year in an amount per share equal to the higher of (i) the highest annual dividend rate payable with respect to any Cumulative Preferred Stock or Preference Stock then outstanding, or (ii) 510 per annum, the remainder of any funds legally available therefor shall then be applicable to the payment of further dividends for such year, equally per share, upon the Original Preferred Stock and Common Stock. (Article Sixth, Section 2(a) ). SUbject to the prior rights of the Original Preferred Stock, each series of Cumulative Preferred Stock, in preference to the classes junior thereto, is entitled to receive, as declared, cumulative quarterly cash dividends at the rate fixed for such series and no more. (Article Sixth, Section 3(a) ). Dividends on the New Preferred Stock will be payable quarterly on the last day of each February, May, August and November at the rate shown in the title of such !tock appearing on

14 the cover page of this Prospectus and will be cumulative from the date of issue, except that the i dividend for the period from the date of issue to February 28, 1958 has been declared and set i apart and is payable on May 31, 1958 to holders of record May 5, 1958. Subject to the prior rights of the classes senior thereto, each series of Preference Stock, in preference to the Common Stock, is entitled to receive, as declared, cumulative quarterly cash dividends at the rate fixed for such series and no more. (Article Sixth, Section 4(a) ). Subject to the prior rights of the other classes and the participating rights of the Original Preferred Stock, the Common Stock is entitled to such dividends as the Board of Directors may determine. (Article Sixth, Section 5 (a) ).

Voting Rights Each share of each class is entitled to one vote. (Article Sixth, Sections 2(c), 3(c), 4(c), S(c)). Votes may be cumulated in electing directors. r - The authorized preferred stock may be increased or diminished by a two-thirds vote of the outstanding capital stock. (Article Seventh). A two-thirds vote of the outstanding Cumulative Preferred Stock is necessary for: (a) any amendment of the Articles which would change any outstanding shares of Cumulative Preferred Stock so as: (1) to authorize assessments thereon; (2) to reduce. the dividend rate thereof; (3) to make noncumulative, in whole or in part, the dividends thereon; (4) to reduce the redemption price thereof; (5) to reduce any amount payable thereon upon liquidation; (6) to eliminate, diminish or alter adversely conversion rights thereof; (7) to diminish or eliminate voting rights thereof; (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 (except that if such amendment so changes less than all series of Cumulative Preferred Stock, a two-thirds vote of only the series so affected is required) ; (b) the authorization, creation or increase in authorized amount of any stock, or any security convertible into stock, senior to the Cumulative Preferred Stock, and (c) the consolidation or merger of the Company, with certain exceptions; provided, that if the laws of California are amended to permit the consolidation or merger of the Company upon a lesser vote then only such lesser vote (provided it be at least a majority) shall be necessary. l (Article Sixth, Section 3 (c) (1) ). The California Corporations Code presently also requires, in effect, a two-thirds vote of any class of stock or series thereof to accomplish certain amendments of the Articles including any which would change outstanding 'shares thereof in the manner referred to under (a) above. A majority vote of the outstanding Cumulative Preferred Stock is necessary for: (a) an increase in the authorized amount of the Cumulative Preferred Stock or the authorization or creation, or an increase in the authorized amount, of any stock ranking on a parity therewith or of any security convertible into Cumulative Preferred Stock or into stock ranking on a parity therewith; (b) the sale, lease, conveyance or parting with control of substantially all of the Company's property or business; and (c) the issue or reissue of any Cumulative Preferred Stock or any stock senior thereto or on a parity therewith, unless the consolidated income of the Company and its subsidiaries (as. defined) for any 36 consecutive calendar months within the 39 calendar months preceding the month in which such issue is authorized shall have been at least 1~ times the sum of 3 years' interest requirements on the funded indebtedness and other bor­ rowings of the Company and its subsidiaries to be outstanding at the date of such issue and 3 years' dividend requirements on all Cumulative Preferred Stock and stock senior thereto or on a 15 parity therewith to be outstanding at the date of such issue, including the shares to be issued but excluding any such indebtedness or shares to be retired in connection with such issue. (Article Sixth, Section 3(c) (2) ). The authorized number of shares of Common Stock may be increased by resolution of the Board of Directors and the vote or written consent of the holders of a majority of a11 outstanding shares of the Company.

Liquidation Rights \Vith respect to both the Cumulative Preferred Stock and the Preference Stock, neither the consolidation or merger of the Company, nor the sale or transfer of a1l or a part of it~ assets, nor the expropriation, condemnation or seizure of all or a part of its assets by any governmental authority is to be deemed a liquidation of the Company. (Article Sixth, Sections 3(e), 4(e) ).

On any liquidation of the Company, the Original Preferred Stock is entitled to its par value~ plus unpaid accrued dividends, before any payment to the classes junior thereto, and after payment) to the Cumulative Preferred Stock and Preference Stock of the amounts payable with respect thereto, and payment to the Common Stock of its par value, the remaining assets are to be dis­ tributed ratably to the Original Preferred Stock and Common Stock. (Article Sixth, Section 2(b) ). Subject to the prior rights of the classes senior thereto, the Cumulative Preierred Stock and Preference Stock are entitled to be paid, in the order of their preferences, before any payment is made to the classes junior thereto, upon involuntary liquidation the sum of $25 per share, together with unpaid accrued dividends, and upon voluntary liquidation, the liquidation preference fixed by the Board of Directors for each series, such preference, in the case of the series now outstanding and in the case of the New Preferred Stock, being an amount correspondin'g to their respective then current redemption prices, including unpaid accrued dividends. If said sums are not paid in full, each series of each such class is to share ratably in any distribution of assets made to shares of that class in proportion to the fu11 amounts to which they would otherwise be respectively entitled. (Article Sixth, Sections 3 (b), 4(b)). Subject to the prior rights of the other classes of stock, upon any liquidation of the Company, the Common Stock is entitled to its par value, and thereafter the remaining assets and funds of the Company are to be distributed ratably to the Original Preierred Stock and Common Stock. (Article Sixth, Section 5(b)).

Redemption Provisions The Original Preferred Stock is not redeemable. Shares of Cumulative Preferred Stock and Preference Stock of any series are redeemable, at the option of the Company, upon at least 30 days' notice, at the applicable redemption prices then in effect, provided that whenever dividen~s on the Cumulative Preferred Stock are in default, the Company shall not purchase or redeem any Preference Stock or purchase or redeem less than a11 of the Cumulative Preferred Stock at the time outstanding or purchase or otherwise acquire for value any Cumulative Preferred Stock except in accordance with an offer made to all holders of such stock. Similarly whenever dividends on Preference Stock are in default, the Company shall not redeem less than all of such stock at the time outstanding or purchase or acquire for value any such stock except in accordance with an offer made to all holders of such stock. Any shares of Cumulative Preferred Stock or Preference Stock which are converted, redeemed or retired shall thereafter have the status of authorized but unissued shares and may thereafter be reissued by the Board of Directors. (Article Sixth, Sections 3(a). 3(d), 3(e), 4(d), 4(e)). 16 · ,

J T The redemption prices per share (in each case plus unpaid accrued dividends) of the out­ I standing series are: i Series Oesignction Price Redempt:on P~riod

4.3270 Series } $29.00 On or before ~Iay 31, 1962 +.480/c Convertible Series $28.75 Thereafter

4.8870 Series $26.50 Before January 1, 1963 $26.25 Thereafter

4.080/0 Series $26.00 On or before May 31, 1960 $25.75 Thereafter and on or before ),fay 31, 1965 $25.50 Thereafter

4.560/0 Convertible Series Same as 4.88% Series except that last day of each redemp­ tion period is one day later.

4.240/0 Series $26.60 On or before May 31, 1961 $26.30 Thereafter and on or before IVlay 31, 1966 $26.05 Thereafter and on or before l'vlay 31, 1971 $25.80 Thereafter

The New Preferred Stock will be redeemable at the prices shown under the caption "Redemp­ tion Prices of New Preferred Stock".

Conversion Rights Neither the Original Preferred Stock nor any existing series of Cumulative Preferred Stock has, and the New Preferred Stock will not have, any conversion rights. The Preference Stock 4.480/0 Convertible Series and 4.560/0 Convertible Series, is convertible into Common Stock at the rates in effect at the time of conversion. The present conversion rates are set forth herein under .("" l "Capitalization" and are subject to adjustment from time to time upon the occurrence of certain events. (Paragraph Second (B) of Certificates of Determination of Preferences relating to such Convertible Series).

Other Provisions None of the classes of stock of the Company has any preemptive rights. All of the shares now outstanding are full-paid and non-assessable. All shares of New Preferred Stock will be full-paid and -non-assessable. In November, 1947, the Board of Directors then in office adopted a resolution relating to the Cumulative Preferred Stock, 4.880/0 Series, stating the policy of the Company to be, in effect, that it will use its best efforts to purchase annually (beginning with 1949), subject to applicable provisions of law, at least 16,000 shares of such stock at not in excess of $26.25 per share plus unpaid accrued dividends to date of purchase. As of December 31, 1957, there had been purchased and retired 30,986 shares. The adoption of the policy above referred to may not have the legal effect of an agreement binding on succeeding Boards of Directors.

17 EXPERTS The financial statements for the five years ended December 31, 1957 included herein, and the summary of earnings for the five years ended December 31, 1957, included herein under "Summary of Consolidated Earnings", have been examined by Messrs. Arthur Andersen & Co., independent public accountants, as set forth in their certificate appearing elsewhere herein. All of said informa­ tion has been included in reliance upon the opinion of that firm given upon their authority as experts.

LEGAL OPINIONS The legality of the New Preferred Stock will be passed upon for the Company by Messrs. 0'1Ielveny & Myers, 433 South Spring Street, Los Angeles 13, California, special counsel for the Company, and by Rollin E. vVoodbury, Esq., 601 West Fifth Street, P. O. Box 351, Los Angeles 53, California, General Counsel of the Company, and for the Purchasers by Messrs. Sullivan & Cromwell, 48 Wall Street, New York 5, New York, except that as to the incorporation' of the Company and all other matters governed by California law 1fessrs. Sullivan & Cromwell will rely upon the opinion of Messrs. Q'Melveny & Myers. Rollin E. vVoodbury, Esq., General Counsel of the Company, has prepared or reviewed the statements of law and legal conclusions made under "Business and Property" with respect to jurisdiction of regulatory agencies, titles, licenses and permits, California water rights and litigation, and u'nder "Description of Capital Stock". Messrs. O'Melveny & Myers have prepared or reviewed the statements of law and legal conclusions made under "Business and Property" with respect to jurisdiction of regulatory agencies and California water rights, and under "Description of Capital Stock". Such statements have been included herein upon the authority of said individual and firm, respectively.

FINANCIAL STATEMENTS AUDITORS' CERTIFICATE We have examined the consolidated balance sheet of SOUTHERN CALIFORNIA EDISON COMPANY (a California corporation, hereinafter referred to as the "Company") and its subsidiary company (Edison Securities Company) as of December 31, 1957, and the related statements of income (included under Summary of Consolidated Earnings) and surplus for the five years then ended. Our examination was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as we considered necessary in the circumstances. Inour opinion, the accompanying consolidated balance sheet and related statements of income and surplus present fairly the financial position of the companies as of December 31, 1957 and the results of their operations for the five years then ended, and were prepared in conformity with generally accepted accounting principles applied on a consistent basis.

ARTHUR ANDERSEN & CO. Los Angeles, California January 20, 1958 18 SOUTHERN CALIFORNIA EDISON COMPANY AND SUBSIDIARY COMPANY CONSOLIDATED BALANCE SHEET IT December 31, 1957 (In Thousands)

ASSETS Plant and Investments: Electric plant at original cost (Note 1) ...... $1,134,163 Less - Reserve for depreciation ...... _...... 181,135 $ 953,028 Expenditures on electric plant leased to Company (net) (Note 2) ...... 3,440 Real estate, oil development, etc. (Note 3), less reserves of $2,611...... 3,623 $ 960,091 _Current Assets: Cas h ...... _.. _ ...... _.-...... _...... 9,143 U. S. Government securities...... 15,950 Receivables -less reserve of $817 ...... _...... _...... 24,175 Materials and supplies at average cost...... _...... 27,437 Prepayments ...... _...... _.... __._...._..__...... _...... _...... 19,452 Total current assets...... _ ... __...... :...... _...... $ 96,157 Debt Discount, Prenrlum and Expense - being amortized...... __...... 1,747 Other Deferred Charges...... _...... _...... 2,773 Capital Stock Selling Expense on Outstanding Issues...... _...... 3,208 $1,063,976 LIABILITIES Stated Capital and Surplus: Original preferred stock...... _...... _._...... $ 4,000 Cumulative preferred stock...... _...... _...... ___...... 115,561 Preference stock...... _...... __...... _.. _...... __...... _.....___...... 12,215 Common s toc k_ ...... _..... _...... _ ... _...... _...... _...... _..._._...... 207,074 Total stated capital (Note 4) ..__...... _ ...... _ ...... _...... __...... $ 338,850 Capital surplus - principally premium on capital stock...... _...... 43,954 Earned surplus (Note 3) .._ ...... ______.•.._...... _...... _... __...... 73,571 Total stated capital and surplus...... $ 456,375 Long-Term Debt (Note 4) ...... _.._...... _...... _...... __....._ ...... _...... 510,213 Current Liabilities: Accoun ts payab le_ ...... _...... _...... _...... _...... _... _...... _...... _...... _ ...... _._..___.....___.._...... 15,305 Dividends payable...... _... _ ...... _...... _ ...... ~...... __..... _...... _... __.... _.._..__...... 5,176 Taxes accrued -(Note 6) ...... _.._.... _...... _._...... _...... _...... _ ...... 38,881 Inte-rest accrued...... __...... _...... _...... _...... _.. __..... _...... __...... 5,651 Other.___.._ ...... _._ .... _... _ ...... _...... _...... _...... ___ ._.__...... 4,339 Total current liabilities ...... ___~ ...... _._...... $ 69,352 Commitments (Note 5) Reserve for Deferred Income Tues (Note 6) ...... _...... _...... _ .._. __._ ...... 11,486 Reserves for Pensions and Insurance (Note 7) ...... _ ...... _...... ____.__ ...._...... 7,000 \ Contributions in Aid of Construction...... __...... _.._.... _...... _...... _.._._ .... _ ...... 9,550 $1,063.976 The accompanying notes are integral parts of this balance sheet. 19 SOUTHERN CALIFORNIA EDISON COMPANY AND SUBSIDIARY COMPANY STATEMENTS OF CONSOLIDATED SURPLUS AND SUPPLEMENTARY INCOME INFORMATION (In Thousands)

Veor Ended Decsmber 31 1953 19!4 1955 1956 1957 EARNED SURPLUS: Balance at Beginning of Period...... $35,836 $40,180 $51,178 $58,580 $67,711 Add- Net income...... 22.378 27,171 29,629 33,657 31,986 Net refund of prior years' Federal income and excess profits taxes, plus interest, under Sec. 722 of 1939 Internal Revenue Code ...... 3,204 Net gain on condemnation sale of property...... 403 - Other...... 61 110 97 52* .)' $58,275 $70,665 $81,307 $92,185 $99,664 Deduct-Cash dividends on stock- Original Preferredt...... $ 319 $ 320 $ 368 $ 384 $ 384 Cumulative Preferred...... 3,777 3,779 3,779 4,768 5,030 Preference_...... 1,565 1,243 815 649 570 Commont·_... ····.··.·· ..····.··················.······ ...... 12,434 14,145 17,765 18,673 20,109 Total dividends ...... $18,095 $19,487 $22,727 $24,474 $26,093 Balance at End of Period...... , ...... $40,180 $51,178 $58,580 $67,711 $73,571

CAPITAL SURPLUS: Balance at Beginning of Period...... $12,856 $18,896 $27,566 $27,566 $38,794 Premium received or (paid·) on- Cumulative Preferred Stock, 4.88% Series ...... 1* 12 Cumulative Preferred Stock, 4.24% Series ...... 84 Common Stock...... _...... 6,040 8,670 11,145 5,148 Balance at End of Period._ ...... $18,896 $27,566 $27,566 $38,794 $43,95) :

SUPPLEMENTARY INCOME INFORMATION (Note 6): Taxes, other than income taxes- Property...... _...... _...... $14,330 $16,106 $18,547 $21,813 $25,006 State franchise...... 1,843 1,466 1,591 1,862 1,863 Payroll...... _.... - ...... 362 462 536 670 709 Other...... _...... 413 420 548 719 910 TotaL...... _...... $16,948 $18,454 $21,222 $25,064 $28,488

I ncome tax deducted from other income...... $ 642 $ 628 $ 451 $ 273 $ 636 * Denotes red figure. t Annual dividend rate $2.00 per share for the years 1953 and 1954. The quarterly dividend rate increased from 50¢ to 60¢ per share effective with the dividend paid on Common Stock April 30, 1955 and on Original Preferred Stock June 30, 1955. The accompanying notes are integral parts of these statements.

20 l •

SOUTHERN CALIFORNIA EDISON COMPANY AND SUBSIDIARY COl"IPANY NOTES TO FINANCIAL STATEMENTS

(1) Certain Federal Power Commission licenses for the Company's hydroelectric projects provide for the establishment of amortization reserves out of a portion of surplus earnings accumulated in excess of a specified rate of return upon the licensed project. Whether the Company has accumulated any surplus earnings in excess of the specified rates of return upon such projects has not been determined, but the Company believes that no such earnings have been realized and therefore has made no provision for such reserves.

(2) New service rates prescribed for the City of Vernon by the Public Utilities Commission of the State or California in the Company's 1957 rate case decision have result.ed in attempts being made by that City to terminate the lease under which the Company operates the property in that City and to repossess the property leased to the Company, without compensation. The legal right of the City of Vernon so to terminate and repossess the property under the circumstances involved is being contested by the Company.

(3) Edison Securities Company (having 5 shares of $100 par value stock outstanding pledged under the , Company's bond indenture) is a wholly-owned subsidiary, not signIficant in relation to consolidated assets, gross • "evenues, Or net i'ncome. The excess (amounting to $8,789,000 at December 31, 1957) of the subsidiary's net assets over the Company's related investment, representing undistributed earnings since acquisition, is included in consolidated earned surplus.

(4) Redemption provisions for Cumulative Preferred and Preference stocks are shown under "Description of Capital Stock". Conversion rates for Preference stock, conversion rights for 3~70 Convertible Debentures, and details of Long-Term Debt and Capital Stock by issues are shown under "Capitalization".

(5) The Company has substantial purchase commitments in connection with its construction budget of approximately $127,000,000 for 1958.

(6) The Company provided for depreciation of electric plant on the basis of original cost and estimated lives. using the sinking-fund method prior to January 1, 1954 and a straight-line remaining life basis since that date. The annual provisions for the years 1953-1957 have ranged from 2.5% to 2.6% of total depreciable plant. Taxes deferred to future years through the deduction of accelerated amortization (over 60 months) of portions of the cost of certain facilities for income tax purposes under Section 168 of the Internal Revenue Code are credited to a reserve for· deferred income taxes, pursuant to an order of the Public Utilities Commission of the State of California. This reserve is to be restored to income over the normal depreciable life remaining after the termination of the amortization period for each facility. The Commission has not acted upon the Company's application for an order to use similar accounting for the .ax deferrals resulting from accelerated depreciation under Section 167 of said Code. The book provisions for income taxes have been made without aUowance for accelerated depreciation, and the tax deferrals, amounting to approximately $254,000, $980,000 and $2,046,000 for the respective years 1954, 1955 and 1956, resulting from the deduction of accelerated depreciation in the tax returns for those years, are included in taxes accrued pending. a Commission order. Whatever position is to be taken by the Commission on this matter will have a significant effect upon the Company's election whether or not to claim accelerated depreciation for 1957 and subsequen t years. The 1957 tax deferrals from accelerated depreciation would approximate $3.200.000. The Company charges maintenance with the cost of repairs and minor renewals, plant account with the cost of renewals and replacement of property units, ~ and the depreciation reserve with the cost, less net salvage, of property units ret'ired. The amounts of maintenance and repairs, depreciation, amortization and State, local and miscellaneous taxes charged to other income and balance sheet accounts are not significant. No royalties were paid. Rentals paid are not significant.

(7) A reserve for pensions has been provided on an actuarial basis in respect of a noncontributory pension plan, adopted March 1, 1938 and applying primarily to service prior to July 1, 1934, and in respect of a Supple­ mental Plan effective as of January 1, 1952 providing under certain conditions for the payment of supplementary , pensions to employees retiring under the 1941 Retirement Annuity Plan. The latter plan, to which joint contri­ butions are made (approximately two-thirds by the Company) in amounts based on current compensation, pro­ videS' f01" acquisition of insured annuities by the employees. The Company's aggregate pension expense amounted to $2,405,000 for 1957. 21 1 •

UNDERWRITING

The Purchasers named below have severally agreed to purchase from the Company the following respective numbers of shares of the New Preferred Stock:

Number of Shares Number of Shares Name 10 b. Purchased Name 10 be Purcha!'!d

The First Boston Corporatioll ...... 74,730 Hemphill, Noyes & Co ...... 8,800 Dean \Vitter & Co ...... 74,750 Hill Richards & Co ...... 10,500 A. C. Allyn and Company, Incorporated .... 8.800 J. J. B. Hilliard & Son ...... 2,000 American Securities Corporation...... 4,900 J. A. Hogle & Co ...... 3,000 Bacon, Whipple & Co ...... 3,800 Hooker & Fay...... 1,000 Bailey and Company ...... 1,000 Hornblower & \\leeks ...... 8,800 Robert W. Baird & Co., Incorporated...... 4,900 E. F. Hutton & Company ...... 10,500 Ball, Burge & Kraus...... 3,800 The Illinois Company, Incorporated ...... 3,800 J. Barth & Co ...... 5,800 Jones, Cosgrove & Miller...... 1,000 Bateman, Eichler & Co ...... 8,000 Kerr & Bel1...... 1,000 ) Bear, Steams & Co ...... 6,800 Kidder, Peabody & Co., Incorporated... . 17,000 A. G. Becker & Co. Incorporated ...... 8,800 Kirkpatrick-Pettis Company ...... 2,000 Bingham, Walter & Hurry, Inc ...... 4,900 Frank Knowlton & Co ...... _...... 1,000 Blair & Co. Incorporated...... 8,800 Kuhn, Loeb & Co ...... 35,000 vVilliam Blair & Company ...... 2,000 Ladenburg, Thalman & Co ...... 6,800 Blunt Ellis & Simmons ...... 3,800 Laird, Bissell & Meeds ...... 3,800 Blyth & Co., Inc ...... 37,500 \V. C. Langley & Co ...... 11,500 Boettcher and Company ...... 2,000 Lawson, Levy, Williams & Stern ...... 2,000 Bosworth, Sullivan & Company, Inc ...... 3,800 Lee Higginson Corporation ...... 8.800 Alex. Brown & Sons...... 4-,900 Lehman Brothers...... 17,000 Brush, Slocumb & Co. Inc ...... 10,500 Lester, Ryons & Co...... 10.500 Quincy Cass Associates ...... 1,000 Carl M. Loeb, Rhoades & Co ...... 8,800 Clark, Dodge & Co ...... 8,800 rrving Lundborg & Co ...... 5,800 Coffin & Burr, Incorporated ...... _ 4,900 Laurence M. Marks & Co ...... 6,800 Julien Collins & Company ...... 3,800 M:tson Brothers ...... 1,000 Courts & Co ...... 3,800 McAndrew &: Co. Tncorporated ...... 3,000 C rowell, Weedon & Co ...... 10,500 Merrill Lynch, Pierce, Fenner & Beane...... 18,500 Davis, Skaggs & Co ...... :...... 5,800 Revel Miller & Co ...... 3,000 Dempsey-Tegeler & Co ...... 3,000 The Milwaukee Company ...... 4,900 Drexel & Co ...... 8,800 Mitclmrr., Jones & Templeton ...... 8,000 ) Francis I. duPont & Co ...... 3,800 Moore, Leonard & Lynch ...... 1,000 Eastman Dillon, Union Securities & Co.... . 17,000 'Morgan & Co ...... 2.000 Elworthy & Co ...... 5,800 Morgan Stanley & Co ...... , ...... 35,000 Equitable Securities Corporation ...... 6,800 F. S. Moseley & Co ...... 6,800 Estabrook & Co .... _...... 3,800 Newhard, Cook & Co...... 2,000 Evans MacCormack & Co...... 2,000 The Ohio Company ...... 3,800 First California Company Incorporated ...... 10,500 Pacific Northwest Company ...... 3.800 The First Cleveland Corporation ...... 2,000 Paine, \Vebber, Jackson & Curtis ...... 8,800 First of Michigan Corporation ...... 2.000 PAueger & Baerwald ...... 1.000 First Southwest Company ...... 1,000 R. \V. Pressprich & Co ...... 8,800 Maxfield H. Friedman...... 1,000 PutnCl.m & Co ...... 2,000 Fulton Reid & Co., Inc ...... 3,800 Refsnes, Ely, Beck & Co ...... 1,000 Glore, Forgan & Co ...... 17,000 Reinholdt & Gardner...... 2,000 Goldman, Sachs & Co...... 17,000 Reynolds & Co., Inc...... 6,800 Goodbody & Co ...... 2,000 Riter & Co ...... 3,800 Granbery, Marache & Co...... 2.000 The Robinson-Humphrey Company, Inc ..... 2,000 \Vm. P. Harper & Son & Company ...... 1,000 Rotan, MosIe & Co...... 2,000 Harriman Ripley & Co., Incorporated ...... 17,000 L. F. Rothschild & Co ...... 6,800 Hayden, Stone & Co ...... 6,800 Salomon Bros. & Hutzler...... 11 ,500

22 Number of Shares Number of Shares Name to be Purchased Name to be Purchased

Schoellkopf, Hutton & Pomeroy, Iuc ...... 6,800 Stroud & Company, Incor;>orated ...... 3,800 Schwabacher & Co..___._...... 10,500 Sutro &: Co...... __...... 5,800 Chas. W. Scranton & Co...... 2,000 Henry F. Swift & Co...... 1,000 Frank C. Shaughnessy & Co ...... 1,000 Spencer Trask & Co...... _...... 8.800 Shearson, Har:nmill & Co ...... 3,800 Tucker, Anthony & R. L. Day ...... 4,900 Shields & Company...... 8,800 Wagenseller & Durst, Inc ...... 4,900 Shuman, Agnew & Co ...... 10,500 G. H. Walker & Co ...... _...... 6,800 Singer, Deane & Scribner...... 2,000 \Valston & Co., Inc ...... _ ...... 8,000 Smith, Barney & Co...... 17,000 \Vatling, Lerchen & Co...... _ ...... 3,800 j F. S. Smithers & Co ...... 4,900 'vVeeden & Co., Incorporated...... 10,500 William R. Staats & Co...... 18,500 C. N. 'vVhite & Co ...... _...... 1,000 Starkweather & Co ...... 2,000 \\'hite, 'vVeld & Co...... _ ...... 17,000 Stern Brothers & Co ...... 3,800 J. R. 'vVilliston & Co ...... _...... 1,000 Stern, Frank, Meyer & Fox...... 5,800 'vVood, Struthers & Co...... 6,800 • Stewart, Eubanks, Meyerson & Co...... 1,000 \Vulff, Hansen & Co...... _ ...... 2,000 .' 3tone & Webster Se~urities Corporation... . 17,000 Stone & Youngberg...... _...... 2,000 York & Company...... 1,000 J. S. Straus & Co ...... 2,000 To tal ...... _.._..._._._...... 1.000.000

The Underwriting Agreement provides that the obligations of the Purchasers are subject to certain conditions precedent. The nature of the underwriting commitment is such that if any of the shares of New Preferred Stock are purchased by the Purchasers, all of such shares will be purchased except, under certain conditions, in the case of a default by Purchasers who have agreed to purchase more than one-ninth of the shares of New Preferred Stock.

The Company has been advised by The First Boston Corporation and Dean vVitter &:. Co., as Representatives of the Purchasers, that the Purchasers propose to offer the New Preferred Stock to the public initially at the offering price set forth on the cover page of this Prospectus and to certain dealers at such price less a concession of 30¢ per share; that the Purchasers and such dealers may allow a discount of lO¢ per share on sales to other dealers; and that after the initial public offering, the public offering price and concessions and discounts to dealers may : be changed by the Representatives. \ :

SOUTHERN CALIFORNIA EDISON COMPANY

By Harold Quinton, President

23 A " .. ".

This Prospectus contains information concern­ ing the Company and its New Preferred Stock, but does not contain all of the information set forth in the Registration Statement, and the exhibits and schedules relating thereto, which the Company has filed with the Securities and Exchange Commission, Washington, D. C., under the Securities Act of 1933, as amended, and to which reference is hereby made. Southern California

CONTENTS Edison Company Page \ Construction Program...... _...... 2 Redemption Prices of New Preferred Stock.. 2 Capitalization...... 3 Summary of Consolidated Earnings...... 4 Business and Property...... 5 Map...... 11 • Management...... 12 1,000,000 Shares Description of Capital Stock...... 13 Cumulative Preferred Stock Experts...... _ ...... _ 18 4.78 % Series Legal Opinions...... 18 ($25 par value) Financial Statements...... 18 ) Underwriting...... 22

No dealer, salesman or other person has been authorized to give any information or to make PROSPECTUS any representations other than as contained herein, and, if given or made, such information or representations must not be relied upon as having been authorized by the Company. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any of the New Preferred Stock in any State to any person to February 10, 1958 whom it is unlawful to make such offer or solicitation in such State.

J!:TTRIES BANKNOTJ: Co., P,;nt,.r Los ANGELES NEW YORK