ML041390415

Annual Certified Financial Statement

ML041390415
Person / Time
Site:	Palo Verde, San Onofre
Issue date:	05/13/2004
From:	Scherer A Southern California Edison Co
To:	Document Control Desk, Office of Nuclear Reactor Regulation
References
Download: ML041390415 (117)

Text

SOUTHERN CALIFORNIA A. Edward Scherer EDISON C Manager of Nuclear Regulatory Affairs An ED ISONVINTERNATIONALI Company May 13, 2004 U. S. Nuclear Regulatory Commission Attention: Document Control Desk Washington, D. C. 20555

Subject:

Docket Nos. 50-361, 50-362, 50-528, 50-529, and 50-530 Annual Certified Financial Statement San Onofre Nuclear Generating Station Units 2 and 3 Palo Verde Nuclear Generating Station Units 1, 2, and 3 Gentlemen:

Southern California Edison (SCE), as agent for the owners of the San Onofre Nuclear Generating Station Units 2 and 3 and SCE's 15.8% ownership share of Palo Verde Units 1, 2, and 3, submits the following documents in accordance with 10 CFR 140.21(e):

• 2004 Cash Flow statement which is from the consolidated financial statements included in SCE's 2003 Annual Report

• SCE's Annual Report for the fiscal year ending December 31, 2003

• SCE's Annual Report to the Securities and Exchange Commission (Form 1OK) for the fiscal year ending December 31, 2003 Ifyou have any questions or require further information about these documents, please contact me or Mr. Jack Rainsberry (9491368-7420).

Sincerely, Enclosures cc: B. S. Malleft, Regional Administrator, NRC Region IV B. M. Pham, NRC Project Manager, San Onofre Units 2 and 3 C. C. Osterholtz, NRC Senior Resident Inspector, San Onofre Units 2 and 3 P.O. Box 128 San Clemente, CA 92674-0128 949-368-7501 Fax 949-368-7575

ENCLOSURE 1 SOUTHERN CALIFORNIA EDISON COMPANY 2004 Intemal Cash Flow Projection (Dollars In Millions) 2003 2004 Actual Prolected Net Income AfterTaxes $932 (1)

Dividends Paid $955 (I)

Retained Earnings ($23) (1)

Adjustments:

Depreciation & Decommissioning $882 $917 Net Deferred Taxes & ITC ($49) $277 Allowance for Funds Used During Construction ($271 ($301 Total Adjustments $806 $1,164 Internal Cash Flow $783 (1)

Average Quarterly Cash Flow $196 (I)

Percentage Ownership InAll Nuclear Units:

San Onofre Nuclear Generating Station Units 2 & 3

• Southern California Edison Company 75.05%

• San Diego Gas & Electric Company 20.00%

• City of Anaheim 3.16%

• City of Riverside 1.79%

Palo Verde Nuclear Generating Station Units 1,2 & 3 15.80%

Maximum Total Contingent Liability:

San Onofre Nuclear Generating Station Unit 2 $10.00 San Onofre Nuclear Generating Station Unit3 $10.00 2)

Palo Verde Nuclear Generating Station Unit 1 $1.58 (3)

Palo Verde Nuclear Generating Station Unit 2 $1.58 (3)

Palo Verde Nudear Generating Station Unit 3 $1.58 (3)

Total $24.74 (1)Company policy prohibits disclosure of financial data which will enable unauthorized persons to forecast earnings or dividends, unless assured confidentiality.

) The value represents I/00/6 of the SONGS Annual Per Incident Contingent Uability (3)The value represents 15.8% (SCE's Share) of the Palo Verde Annual Per Incident Contingent Uabillty Page 1 of I

h. 1 lI Southern California Edison Company Southern California Edison Company (SCE) is one of the nation's largest investor-owned electric utilities. Headquartered in Rosemead, California, SCE is a subsidiary of Edison International.

SCE, a 118-year-old electri utility, serves a 50,000-square-mile area of central, coastal and southern California.

Contents 1 Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Responsibility for Financial Reporting' 37 Report of Independent Auditors 38 Report of Predecessor Independent Accountants 39 Consolidated Statements of Income 39 Consolidated Statements of Comprehensive Income 40 Consolidated Balance Sheets 42 Consolidated Statements of Cash Flows 43 Consolidated Statements of Changes in Common Shareholder's Equity 44 Notes to Consolidated Financial Statements 79 Quarterly Financial Data 80 Selected Financial and Operating Data: 1999-2003 81 Board of Directors 82 Management Team 83 Shareholder Information

Management's Discussion and Analysis of Financial Condition and Results of Operations INTRODUCTION This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements. These statements are based on Southern California Edison's (SCE) knowledge of present facts, current expectations about future events and assumptions about future developments. Forward-looking statements are not guarantees of performance; they are subject to risks and uncertainties that could cause actual future outcomes and results of operations to be materially different from those set forth in this discussion. Important factors that could cause actual results to differ are discussed throughout this MD&A, including in the management overview and the discussions of liquidity and market risk exposures.

The MD&A is presented in 11 major sections. The MD&A begins with (1) a management overview, which includes a summary of the major objectives for 2003 and 2004, a brief review of the company's consolidated earnings for 2003, and a description of how SCE earns revenue and income. The remaining sections of the MD&A include: (2) Liquidity; (3) Market Risk Exposures; (4) Regulatory Matters; (5) Other Developments; (6) Results of Operations and Historical Cash Flow Analysis; (7) Disposition and Discontinued Operations; (8) Acquisition; (9) Critical Accounting Policies; (10) New Accounting Principles; and (11) Commitments.

MANAGEMENT OVERVIEW Summary SCE was significantly impacted by California's energy crisis from 2000 into 2002. In 2003, SCE's management focused on restoring the company's financial health, chiefly by accomplishing three crucial objectives:

• Validating and completing SCE's recovery of power procurement costs arising from the energy crisis. In July 2003, SCE completed recovery of $3.6 billion of procurement-related obligations through the regulatory account known as the Procurement-Related Obligations Account (PROACT).

By late 2003, both the California Supreme Court and the United States Court of Appeals for the Ninth Circuit (Ninth Circuit) had issued decisions upholding the 2001 settlement agreement with the California Public Utilities Commission (CPUC) that provided for creation of the PROACT and SCE's recovery of procurement-related costs. (See "Regulatory Matters-Generation and Power Procurement-CPUC Litigation Settlement Agreement," and "-PROACT Regulatory Asset.")

• Rebalancing SCE's capital structure to levels authorized by the CPUC. (See "Liquidity.") This was largely accomplished by a dividend to Edison International in December 2004 and financing activities in early 2004.

• Achieving an investment grade credit rating. In the fourth quarter of 2003, Moody's Investors Service and Standard & Poor's both raised SCE's credit ratings to investment grade. (See "Liquidity.")

In addition to SCE's ongoing emphasis on operational excellence, including system reliability, safety, customer satisfaction and employee development, during 2004 SCE's management will seek to further strengthen the company's financial and regulatory position by focusing on the following key objectives:

• Achieving sound regulatory outcomes, including a fair and durable regulatory framework, rate stability, and full recovery of energy procurement costs.

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Management's Discussion and Analysis of Financial Condition and Results of Operations . I

• Developing new resources, such as the proposed Mo6untainview plant, and investing in other major capital projects when customer and shareholder value are enhanced.

These objectives are discussed below in "-Issues Overview" and succeeding sections of this MD&A.

SCE recorded earnings of $922 rfiillion in 2003; compared to $1.2 billion in 2002, which included a gain of $480 million related to a regulatory decision on utility-retained generation (URG): Excluding this -

one-time gain 2002 gain, SCE's eainings increased $174 million over 2002. Major factors contributing to the increase over the prior year included the resolution~of significant regulatory proceedings and a.;

$44 million gain on the sale of SCE's fuel oil pipeline business. For a detailed review ana analysis of the consolidated results of operations and historical cash flow analysis, see "Results of Operations and Historical Cash Flow Analysis" section.

Background ' "

SCE is an investor-owned utility company providing electricity to retail customers in central, coastal and southern California:- SCE is regulated by the CPUC and the Federal Energy Regulatory Commission, (FERC). SCE bills its customers for the sale of electricity at rates authorized by these two commissions.

These rates are categorized into two groups: base rates and cost-recovery rates.

Base Rates: Revenue arising from base rates is designed to provide SCE a reasonable opportunity to recover its costs and earn an authorized return on the net book value of SCE's investment in generation and distribution plant (or rate base). Base rates provide for recovery of operations and maintenance (O&M) costs, capital-relited carryiing costs (depreciation, taxes and interest) and a return or profit, on a forecast basis. Base rates related to SCE's generation and distribution functions are currently authorized by the CPUC through a General Rate Case (GRC) proceeding. In a GRC proceeding, SCE files an application with the CPUC to update its authorized annual revenue requirement. After a review process and hearings, the CPUC sets an annual revenue requirement by multiplying an authorized rate of return, determined in annual cost of capital proceedings (as discussed below), by rate base, then adding to this amount the adopted O&M costs and capital-related carrying costs; Adjustments to the revenue - ,

requirement for the remaining years of a typical three-year GRC cycle are requested from the CPUC based on criteria established in a GRC proceeding for escalation in O&M costs, changes in capital-related costs and the expected number of nuclear refueling outages. Variations in generation and distribution revenue arising from the difference between forecast and actual electricity sales are recorded in balancing accounts for future recovery or refund, and do not impact SCE's operating profit, while differences between forecast and actual costs, other than cost-recovery costs (see below), do impact profitability.

SCE's capital structure, including the authorized rate of return, is regulated by the CPUC and is

• determined in annual cost of capital proceedings. The rate of return is a blend of a return on equity and cost of long-term debt and preferred stock. SCE's 2003 cost of capital decision, issued on November 7, 2002, will remain in effect throughout 2004. Accordingly, SCE's CPUC-authorized rate of return of 9.75%, return on common equity of 11.6% and authorized rate-making capital structure will be maintained through 2004.

Current CPUC ratemaking also provides for performance incentives or penalties for differences between actual results and GRC-determined standards of reliability, customer satisfaction and employee safety.

Base rate revenue related to SCE's transmission function is authorized by the*FERC in peiiodic proceedings that are similar to the CPUC's GRC proceeding, except that requested rate changes are 2

Southern California Edison Company generally implemented when the application is filed, and revenue is subject to refund-until a FERC decision is issued. SCE currently receives approximately $260 million in annual revenue to recover the costs associated with its transmission function and to earn a reasonable return on its $1.1 billion transmission rate base.

Cost-Recovery Rates: Revenue requirements to recover SCE's costs of fuel, power procurement, demand-side management programs, nuclear decommissioning costs, and rate reduction debt requirements are authorized in various CPUC proceedings on a cost-recovery basis, with no markup for return or profit. Approximately 50% of SCE's annual revenue relates to the recovery of these costs.

Although the CPUC authorizes balancing account mechanisms to refund or recover any differences between estimated and actual costs in these categories in future proceedings, under- or over-collections in these balancing accounts can build rapidly due to fluctuating prices (particularly in power procurement) and can greatly impact cash flows. The majority of costs eligible for recovery are subject to CPUC reasonableness reviews, and thus could negatively impact earnings and cash flows if found to be unreasonable and disallowed.

As described below under "Regulatory Matters-Generation and Power Procurement-CDWR Power Purchases and Revenue Requirement Proceedings," the California Department of Water Resources (CDWR) began purchasing power on behalf of utility customers during the California energy crisis. In addition to billing its customers for SCE's power procurement activities, SCE also bills and collects from its customers for power purchased and sold by the CDWR, CDWR bond-related charges and direct access exit fees. These amounts are remitted to the CDWR as they are collected and are not recognized as revenue by SCE. As a result, these transactions should have no impact on SCE's earnings or cash flow.

For a discussion of important issues related to the rate-making process, see the "Regulatory Matters" section.

Issues Overview This overview discusses key business issues facing SCE. It is not intended to be an exhaustive discussion. It includes issues that could materially affect SCE's earnings, cash flow or business risk.

The overview includes a discussion of current and planned capital expenditures (including the acquisition and construction of the Mountainview project, either potential expenditures or the possibility of a shutdown at the Mohave Generating Station (Mohave), and costs of replacing the steam generators at the San Onofre Nuclear Generating Station (San Onofre)), anticipated procurement requirements (including the effects of a resource adequacy requirement, community aggregation, and related ratemaking), and the 2003 and 2006 CPUC General Rate Cases.

The issues discussed in this overview are described in more detail in the remainder of this MD&A.

SCE's utility business is experiencing significant growth in actual and planned capital expenditures.

SCE plans to spend up to $1.9 billion during 2004, compared to $1.2 billion in 2003. The growth in spending will require a partial reinvestment of earnings and issuance of debt securities to maintain a balanced capital structure, as required by the CPUC. For 2005 and beyond, capital spending is anticipated to remain at levels substantially above historical levels, but somewhat below planned spending for 2004.

Each of SCE's business areas (distribution, transmission and generation) is contributing to the capital spending growth. The distribution area, which represents approximately 70% of SCE's rate base, is experiencing continued expansion of the number of customer accounts. Beginning with a base of 3

Management's Discussion and Analysis of Financial Condition and Results of Operations 4.6 million active accounts; for 2004, SCE expects to add approximately 60,000 new accounts, and forecasts a similar level of activity over the next several years. SCE also forecasts that it will need to accelerate the replacement of distribution poles, transformers and other infrastructure to maintain existing levels of system reliability.

SCE forecasts that expenditures for transmission facilities will substantially increase over the balance of the decade. SCE is now planning for and beginning to construct new substations to meet customer:

load-growth requirements. Moreover, SCE is conducting preliminary engineering on new and existing transmission lines that would expand the capacity to bring in additional energy from the Southwest.

In 2004, generation capital expenditures will increase dramatically, driven primarily by the recently approved Mountainview project. In addition, SCE will spend in excess of $50 million at the San Onofre plant to construct facilities to protect the site against a design basis threat as determined by the Nuclear Regulatory Commission. These expenditures are in addition to ongoing capital expenditures to maintain the safety and reliability of SCE's nuclear, coal and hydroelectric facilities. Beyond 2004, SCE may replace the San Onofre steam generators in the 2009-2010 time frame. Given the lead-time requirements to fabricate the steam generators, SCE must make commitments to begin fabrication during 2004.

Recently, the CPUC ordered all load-serving entities to procure sufficient resources to meet their customers' needs. This resource adequacy requirement phases in'over the 2005-2008 period and requires planning reserve margins of 15-47% of peak-load. This resource adequacy requirement, combined with the anticipated closure of Mohave at the end of 2005, expected reductions in deliveries under CDWR contracts, expected expiration of contracts with some independent power producers known as qualifying facilities (QFs), and expected peak-load growth of 1.5-2.0% per year, will require SCE to either construct new generation facilities or enter into additional power-purchase contracts to provide for forecasted customer requirements. Implementation of the CPUC order will be addressed in workshops commencing in mid-March 2004.

At the same time that SCE is evaluating new generation investments and contractual obligations, SCE has raised fundamental concerns about the stability of its customer base in the CPUC's ongoing long-term procurement proceeding. The CPUC's direct access rules, the possible expansion of community choice aggregation, other fomis of municipalization, and application of exit fees to departing customers all affect the ability of SCE to retain bundled service customers (customers who purchase power from SCE). It is SCE's goal to ensure that customers who depart from utility generation service pay their fair share of costs, and that costs are not unfairly shifted to remaining bundled service customers, which could have the effect of increasing SCE's rates and causing more customers to seek alternative providers.

SCE is aware that the concern for high rates was a contributing factor that led California regulators to deregulate the electric services industry in the mid-1990's. Today, SCE's system average rate is 12. 3 ¢-

per-kilowatt-hour (kWh) for bundled service customers and its average monthly bill is $79. On a cents-per-kWh basis, SCE's average rate is above the national average, but similar to the other investor-owned electric utilities in California. Therefore, SCE is focused on providing bundled service customers '

competitive and stable electric rates. But this focus must be balanced with the obligation to safely and reliably serve customers.

At the beginning of 2003; SCE resumed procurement of power for its bundled service customers. During 2003, much of management's attention was focused on establishing fair and reasonable rules for the procurement of power for utility customers. Additional work is needed. For 2004 and 2005, SCE forecasts that it will have a residual long position in the majority of hours. SCE's residual-net long position arises primarily because of the CPUC's allocation of CDWR contract energy. For the reasons listed above, such as'customer growth and run-off of existing contracts, SCE expects to have 4

Southern California Edison Company substantially greater power procurement requirements beyond 2005. The acquisition and construction of the Mountainview project, the replacement of the San Onofre steam generators and the expansion of transmission facilities are all part of SCE's plan to meet a portion of expected customer requirements.

However, even more additional resources will be needed to meet those expected requirements.

To promote and ensure recovery of both generation investments and contract costs, SCE has established a corporate priority to secure a fair and durable regulatory framework. To this end, SCE supports adoption of Assembly Bill 2006, introduced by California's Speaker of the Assembly Fabian Nunez. The bill is pending before the California State Assembly.

SCE is in the final stages of its 2003 GRC proceeding, which will set annual base rates for the years 2003-2005 years. On February 13, 2004, SCE received a proposed decision from the administrative law judge that heard the 2003 GRC. SCE is seeking a $251 million increase in its annual base rate revenue, but the proposed decision would allow only a $15 million increase. SCE is disappointed with the proposed decision and will press for reinstatement of its requested amount by the CPUC commissioners.

The CPUC commissioners can accept, reject, or modify any proposed decision.

SCE is now preparing its 2006 General Rate Case. SCE's preliminary application files in August 2004, with the application scheduled to file before year-end 2004. With the expected growth in capital spending discussed above, SCE expects that it will need further increases in its revenue requirement.

LIQUIDITY SCE's liquidity is primarily affected by under- or over-collections of procurement-related costs as discussed in "Management Overview-Background" and access to capital markets or external financings. In the fourth quarter of 2003, Moody's Investors Service and Standard & Poor's both raised SCE's credit ratings to investment grade.

At December 31, 2003, SCE had cash and equivalents of $95 million. SCE's long-term debt, including current maturities, at December 31, 2003, was $4.5 billion. SCE has a $700 million credit facility that expires in December 2006. SCE drew $200 million on the facility on December 19, 2003. In addition, the facility supported letters of credit in the amount of $33 million at year-end 2003. At December 31, 2003, SCE had borrowing capacity under its credit facility of $467 million. SCE's 2004 cash requirements consist of:

• $125 million of 5.875% bonds due in September 2004;

• Approximately $246 million of rate reduction notes that are due at various times in 2004, but which have a separate cost recovery mechanism approved by state legislation and CPUC decisions;

• Projected capital expenditures of $1.9 billion, including the investment in the Mountainview project and related capital expenditures (see "Acquisition");

• Dividend payments to SCE's parent company;

• Fuel and procurement-related costs; and

• General operating expenses.

SCE expects to meet its continuing obligations and cash outflows for undercollections (if incurred) through cash and equivalents on hand, operating cash flows and short-term borrowings, when necessary.

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Management's Discussion and Analysis of Financial Condition and Results of Operations Projected capital expenditures are expected to be financed through cash flows and the issuance of long-term debt.

SCE's capital structure is regulated by the CPUC. SCE's CPUC-authorized common equity to total capitalization ratio level is 48%. On October 16, 2003, SCE transferred, through a dividend to Edison International, $945 million of equity that exceeded the CPUC-authorized level. This dividend was a first step to rebalance SCE's capital structure in accordance with CPUC requirements. As of December 31, 2003, SCE's common equity to total capitalization ratio, for rate-making purposes, was approximately 55%.

In January 2004, SCE issued $975 million of first and refunding mortgage bonds. The issuance included

$300 million of 5% bonds due in 2014, $525 million of 6% bonds due in 2034 and $150 million of floating rate bonds due in 2006. The proceeds were used to redeem $300 million of 7.25% first and refunding mortgage bonds due March 2026, $225 million of 7.125% first and refunding mortgage bonds due July 2025, $200 million of 6.9% first and refunding mortgage bonds due October 2018, and

$100 million ofjunior subordinated deferrable interest debentures due June 2044. In March 2004, SCE remarketed approximately $550 million of pollution-control bonds with varying maturity dates ranging from 2008 to 2040.

SCE resumed procurement of its residual-net short (the amount of energy needed to serve SCE's customers from sources other than its own generating plants, power-purchase contracts and CDWR contracts) on January 1, 2003, and as of December 31, 2003, had posted approximately $66 million

($33 million in cash and $33 million in letters of credit) as collateral to secure its obligations under power-purchase contracts and to transact through the Independent System Operator (ISO) for imbalance energy. SCE's collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, the ISO's credit requirements, changes in market prices relative to contractual commitments, and other factors.

SCE's liquidity may be affected by, among other things, matters described in "Regulatory Matters-Generation and Power Procurement-CPUC Litigation Settlement Agreement," "-CDWR Power Purchases and Revenue Requirement Proceedings," and "-Generation Procurement Proceedings" sections.

MARKET RISK EXPOSURES SCE's primary market risks include fluctuations in interest rates, generating fuel commodity prices and volume and counterparty credit. Fluctuations in interest rates can affect earnings and cash flows.

However, fluctuations in fuel prices and volumes and counterparty credit losses temporarily affect cash flows, but should not affect earnings.

Interest Rate Risk SCE is exposed to changes in interest rates primarily as a result of its borrowing and investing activities used for liquidity purposes and to fund business operations, as well as to finance capital expenditures.

The nature and amount of SCE's long-term and short-term debt can be expected to vary as a result of future business requirements, market conditions and other factors. In addition, SCE's authorized return on common equity (11.6% for 2003 and 2004), which is established in SCE's annual cost of capital proceeding, is set on the basis of forecasts of interest rates and other factors.

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Southern California Edison Company At December 31, 2003, SCE did not believe that its short-term debt and current portion of long-term debt and preferred stock was subject to interest rate risk, due to the fair market value being approximately equal to the carrying value.

At December 31, 2003, the fair market value of SCE's long-term debt was $4.4 billion. A 10% increase in market interest rates would have resulted in a $166 million decrease in the fair market value of SCE's long-term debt. A 10% decrease in market interest rates would have resulted in a $183 million increase in the fair market value of SCE's long-term debt. At December 31, 2003, the fair market value of SCE's preferred stock subject to mandatory redemption was $139 million. A 10% increase in market interest rates would have resulted in a $12 million decrease in the fair market value of SCE's preferred stock subject to mandatory redemption. A 10% decrease in market interest rates would have resulted in a

$14 million increase in the fair market value of SCE's preferred stock subject to mandatory redemption.

Generating Fuel Commodity Price Risk SCE's purchased-power expense in 2003 was approximately 38% of SCE's total operating expenses.

SCE recovers its reasonable power procurement costs through regulatory mechanisms established by the CPUC. The California public utilities code provides that the CPUC shall adjust rates, or order refunds, to amortize undercollections or overcollections of power procurement costs. Until January 1, 2006, the CPUC must adjust rates if the undercollection or overcollection exceeds 5% of SCE's prior year's procurement costs, excluding revenue collected for the CDWR. As a result of these regulatory mechanisms, changes in energy prices may impact SCE's cash flows but should have no impact on earnings.

On January 1, 2003, SCE resumed procurement of its residual-net short. SCE forecasts that it will have a residual long position in the majority of hours for 2004. SCE's residual-net long position arises from an expected increase in deliveries under CDWR contracts allocated to SCE's customers. SCE has incorporated a price and volume forecast from expected sales of residual-net long power in its 2004 procurement plan filed with the CPUC, as well as in the revenue forecast used for setting rates. If actual prices or volumes vary from forecast, SCE's cash flow would be temporarily impacted, but should not affect earnings. For 2004 and beyond, several factors could cause SCE's residual-net short to be much larger than expected, including the return of direct access customers (customers who choose to purchase power directly from an electric service provider other than SCE) to utility service, lower utility generation due to expected or unexpected outages or plant closures, lower deliveries under third-party power contracts, higher than anticipated demand for electricity, or displacement of existing generation resources with economic short-term transactions. Such an increase in procurement requirements could lead to temporary revenue undercollections if the costs to purchase the additional energy were to exceed the amount recovered in rates.

SCE anticipates it will need to purchase additional capacity and/or ancillary services to meet its peak-energy requirements in 2004 and 2005. In 2006, SCE's residual-net short exposure will increase significantly from the reduction in expected CDWR power deliveries, expiration of certain contracts with QFs, expected shutdown of Mohave, and load growth.

Pursuant to CPUC decisions, SCE, as the CDWR's limited agent, arranges for natural gas and performs related services for CDWR contracts allocated to SCE by the CPUC. Financial and legal responsibility for the allocated contracts remains with the CDWR. The CDWR, through the coordination of SCE, has hedged a portion of its expected natural gas requirements for certain contracts allocated to SCE. To the extent the price of natural gas were to increase above the levels assumed for cost recovery purposes, California state law permits the CDWR to recover its actual costs through rates established by the CPUC.

This would affect rates charged to SCE's customers, but would not affect SCE's earnings or cash flows.

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Management's Discussion and Analysis of Financial Condition and Results of Operations SCE purchases power from QFs under CPUC state-mandated contracts. Contract energy prices for most nonrenewable QFs are tied to the Southern California border price of natural gas established on a monthly basis. The CPUC has authorized SCE to hedge a majority of its natural gas price exposure associated with these QF contracts. During 2003, SCE substantially hedged the risk of increasing natural gas prices through hedging instruments purchased in late 2001 pursuant to authority granted by the CPUC. The cost of these hedging instruments was recovered through PROACT. None of these hedging instruments were outstanding as of December 31, 2003. The CPUC approved SCE's short-term resource plan, which includes hedging of natural gas price exposure for its existing QF contracts for 2004. These hedging costs are recovered through a balancing account known as Energy Resource Recovery Account (ERRA) and should have no impact on earnings. SCE cannot predict with certainty whether in the future it will be able to hedge customer risk for other commodities on favorable terms or that the cost of such hedges will be fully recovered in rates.

Credit Risk Credit risk arises primarily due to the chance that a counterparty under various purchase and sale contracts will not perform as agreed or pay SCE for energy products delivered. SCE uses a variety of strategies to mitigate its exposure to credit risk. SCE's risk management committee regularly reviews procurement credit exposure and approves credit limits for transacting with counterparties. SCE follows the credit limits established in its CPUC-approved procurement plan, and accordingly believes that any losses which may occur should be fully recoverable from customers, and therefore should not affect earnings.

REGULATORY MATTERS This section of the MD&A describes SCE's regulatory matters in three main subsections:

• generation and power procurement;

^ transmission and distribution; and

• other regulatory matters.

Generation and Power Procurement CPUCLitigation Settlement Agreement During the California energy crisis, prices charged by sellers of wholesale power escalated far beyond what SCE was permitted by the CPUC to charge its customers. In November 2000, SCE filed a lawsuit against the CPUC in federal district court seeking a ruling that SCE is entitled to full recovery of its electricity procurement costs incurred during the energy crisis in accordance with the tariffs filed with the FERC. In October 2001, SCE and the CPUC entered into a settlement of SCE's lawsuit against the CPUC. A key element of the 2001 CPUC settlement agreement was the establishment of a $3.6 billion regulatory balancing account, called the PROACT, as of August 31, 2001. The Utility Reform Network (TURN) and other parties appealed to the Ninth Circuit seeking to overturn the stipulated judgmerit of' the federal district court that approved the 2001 CPUC settlement agreement. On September 23, 2002, the Ninth Circuit issued its opinion affirming the federal district court on all claims, with the exception of the challenges founded upon California state law, which the Ninth Circuit referred to the California Supreme Court.

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Southern California Edison Company On August 21, 2003, the California Supreme Court issued its decision on the certified questions on challenges founded upon California state law, concluding that the 2001 CPUC settlement agreement did not violate California law in any of the respects raised by the Ninth Circuit. Specifically, the California Supreme Court concluded that: (1) the commissioners of the CPUC had the authority to propose the stipulated judgment under the provisions of California's restructuring statute, Assembly Bill 1890, as amended or impacted by subsequent legislation; (2) the procedures employed by the CPUC in entering the stipulated judgment did not violate California's open meeting law for public agencies; and (3) the stipulated judgment did not violate California's public utilities code by allegedly altering rates without a public hearing and issuance of findings.

On October 22, 2003, the California Supreme Court denied TURN's petition for rehearing of the decision. The matter was returned to the Ninth Circuit for final disposition, subject to any efforts by TURN to pursue further federal appeals. On December 19, 2003, the Ninth Circuit unanimously affirmed the original stipulated judgment of the federal district court, and no petition for rehearing was filed. On January 12, 2004, the Ninth Circuit issued its mandate, relinquishing jurisdiction of the case and returning jurisdiction to the federal district court. TURN and those parties whose appeals to the Ninth Circuit were consolidated with TURN's appeal currently have 90 days from December 19, 2003 in which to seek discretionary review from the United States Supreme Court. SCE continues to believe it is probable that recovery of its past procurement costs through regulatory mechanisms, including the PROACT, will not be invalidated. However, SCE cannot predict with certainty the ultimate outcome of further legal proceedings, if any.

PROACT Regulatory Asset In accordance with the 2001 CPUC settlement agreement described above and an implementing resolution adopted by the CPUC, in the fourth quarter of 2001, SCE established the PROACT regulatory balancing account, with an initial balance of approximately $3.6 billion. The initial balance reflected the net amount of past procurement-related liabilities to be recovered by SCE. On a monthly basis, the difference between SCE's revenue from retail electric rates (including surcharges) and the costs that SCE was authorized by the CPUC to recover in retail electric rates was applied to the PROACT until SCE fully recovered the balance.

At July 31, 2003, the PROACT regulatory balancing account was overcollected by $148 million. On October 14, 2003, the CPUC approved SCE's advice filing which allowed SCE to transfer this July 31, 2003 overcollected PROACT balance and a temporary surcharge balancing account overcollection (see "-Generation and Power Procurement-Temporary Surcharges") to the ERRA (discussed below) on August 1, 2003, and to implement a $1.2 billion customer rate reduction effective August 1, 2003.

Energy Resource Recovery Account Proceedings In an October 24, 2002 decision, the CPUC established the ERRA as the rate-making mechanism to track and recover SCE's: (1) fuel costs related to its generating stations; (2) purchased-power costs related to cogeneration and renewable contracts; (3) purchased-power costs related to existing interutility and bilateral contracts that were entered into before January 17, 2001; and (4) new procurement-related costs incurred on or after January 1, 2003 (the date on which the CPUC transferred back to SCE the responsibility for procuring energy resources for its-customers). As described in "Management Overview,'.' SCE recovers these costs on a cost-recovery basis, with no markup for return or profit. SCE files annual forecasts of the above-described costs that it expects to incur during the following year. As these costs are subsequently incurred, they will be tracked and recovered through the ERRA, but are subject to a reasonableness review in a separate annual ERRA application. If the ERRA overcollection 9

Management's Discussion and Analysis of Financial Condition and Results of Operations or undercollection exceeds 5% of SCE's prior year's procurement costs, SCE can request an emergency rate adjustment in addition to the annual forecast and reasonableness ERRA applications.

SCE submitted its first ERRA forecast application in April 2003, in which it forecast procurement-related costs for the 2003 calendar year of $2.5 billion. On January 22, 2004, the CPUC issued a decision that approved SCE's forecast as submitted. The CPUC issued a proposed decision on February 24, 2004, approving SCE's 2004 forecast revenue requirement and rates for both generation and delivery services.

In October 2003, SCE submitted its first ERRA reasonableness review application, in which it requested the CPUC find its procurement-related operations during the period from September 1, 2001 through June 30, 2003 to be reasonable. Because this is the first annual review of this activity, pursuant to new California state law, the CPUC's interpretation and application of California state law is uncertain. SCE cannot predict with certainty the outcome of its application and recovery of its procurement-related operations costs.

Pursuant to the assigned commissioner's scoping memo issued on December 9, 2003, the CPUC's Office of Ratepayer Advocates (ORA) was allowed to review the accounting calculations used in the PROACT mechanism. The ORA testimony, due on March 19, 2004, will include an audit of these accounting calculations. Hearings are scheduled to be held during April 2004.

Utility-Retained Generation As a result of an April 2002 CPUC decision, SCE's retained generation assets were returned to cost-of-service ratemaking after operating in a deregulated environment since 1998. The CPUC decision provided for the: (1) recovery of costs for all URG components other than San Onofre Units 2 and 3, subject to reasonableness review by the CPUC; (2) retention of the incremental cost incentive pricing mechanism (ICIP) for San Onofre Units 2 and 3 through 2003; (3) establishment of an amortization schedule for SCE's nuclear facilities that reflects their current remaining Nuclear Regulatory Commission license durations, using unamortized balances as of January 1, 2001 as a starting point; (4) establishment of balancing accounts for the costs of utility generation, purchased power, and ancillary services purchased from the ISO; and (5) continuation of the use of SCE's last CPUC-authorized return on common equity of 11.6% for SCE's URG rate base other than San Onofre Units 2 and 3, and the 7.35% return on rate base for San Onofre Units 2 and 3 under the ICIP. SCE will operate under the April 2002 CPUC decision until implementation of the 2003 GRC (see "-Transmission and Distribution-2003 General Rate Case Proceeding").

CDIVR Power Purchasesand Revenue Requirement Proceedings In accordance with an emergency order by the Governor of California, the CDWR began making emergency power purchases for SCE's customers on January 17, 2001. In February 2001, a California law was enacted which authorized the CDWR to: (1) enter into contracts to purchase electric power and sell power at cost directly to SCE's retail customers; and (2) issue bonds to finance those electricity purchases. During the fourth quarter of 2002, the CDWR issued $11 billion in bonds to finance its electricity purchases. The CDWR's total statewide power charge and bond charge revenue requirements are allocated by the CPUC among the customers of SCE, Pacific Gas and Electric (PG&E) and San Diego Gas & Electric (SDG&E). Amounts billed to and collected from SCE's customers for electric power purchased and sold by the CDWR (approximately $1.7 billion in 2003) are remitted directly to the CDWR and are not recognized as revenue by SCE.

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Southern California Edison Company Direct Access Proceedings From 1998 through mid-September 2001, SCE's customers were able to choose to purchase power directly from an electric service provider other than SCE (thus becoming direct access customers) or continue to purchase power from SCE. During that time, direct access customers received a credit for the generation costs SCE saved by not serving them, resulting in additional undercollected power procurement costs to SCE during 2000 and 2001. On March 21, 2002, the CPUC issued a decision affirming that new direct access arrangements entered into by SCE's customers after September 20, 2001 are invalid. That decision did not affect direct access arrangements in place before that date.

In May 2003, a CPUC decision allowed customers with valid direct access arrangements to switch back and forth between bundled service provided by SCE and direct access. This decision, as well as CPUC decisions or proceedings discussed below, affects SCE's ability to predict the size of its customer base, the amount of bundled service load for which it must procure or generate electricity, its net-short position and its ability to plan for resource requirements.

The CPUC has received several petitions requesting clarification of previous decisions on whether to allow load growth on existing direct access accounts or add new accounts if necessary to accommodate direct access customers who relocate their facilities. Recently, the CPUC agreed, in response to one of these petitions, to allow direct access customers to add new accounts when relocating facilities as long as there is no increase in a customer's total eligible direct access load. SCE cannot predict how the CPUC will rule on the remaining petitions. If the CPUC allows load growth on existing direct access accounts and allows new direct access accounts to be added notwithstanding the suspension of direct access, the level of direct access load in SCE's territory could rise considerably, resulting in a shift of a greater portion of SCE's costs to bundled service customers.

The CPUC has also opened a proceeding to identify issues relating to the implementation of a 2002 California law authorizing community choice aggregation. This form of direct access allows local governments to combine the loads of its residents, businesses, and municipal facilities in a community-wide electricity buyers program and to create an entity called a community choice aggregator. Hearings on this matter are scheduled to begin in May 2004. Depending on how many, if any, cities choose to participate in community choice aggregation, a large amount of load could depart from SCE's bundled service, resulting in additional shifting of cost responsibility.

The CPUC has issued decisions or has opened proceedings to establish various charges (exit fees) for customers who (1) switch to another electric service provider, (2) switch to a municipal utility; or (3) install onsite generation facilities or arrange to purchase power from another entity that installs such facilities. The charges recovered from these customers are used to reduce SCE's rates to bundled service customers and have no impact on earnings.

Temporary Surcharges A March 2001 CPUC decision, authorized a 3g-per-kWh revenue surcharge to SCE's customers and made permanent a 10-per-kWh surcharge to SCE's customers authorized in January 2001. In addition, the CPUC authorized an additional 0.60-per-kWh catch-up surcharge for a twelve-month period, beginning in June 2001, to compensate SCE for a delay in collecting the 30-per-kWh surcharge. These surcharges were used for SCE's procurement costs.

The CPUC later allowed the continuation of the 0.60-per-kWh catch-up surcharge. Amounts collected between June 2002 and December 2002 were to be used to recover 2003 procurement costs. As a result, at December 31, 2002, this revenue ($187 million of surcharge revenue) was credited to a regulatory 11

Management's Discussion and Analysis of Financial Condition and Results of Operations liability account until it was used to offset SCE's higher 2003 procurement revenue requirement.

Between January 1, 2003 and July 31, 2003, $150 million of this regulatory liability account was amortized into revenue. The remaining balance of $37 million was transferred to the ERRA as of August 1,2003.

The $1.2 billion customer rate reduction plan implemented by SCE eliminated all of the temporary surcharges (see "-Generation and Power Procurement-PROACT Regulatory Asset").

Generation Procurement Proceedings SCE resumed power procurement responsibilities for its residual-net short position on January 1, 2003, pursuant to CPUC orders and California statutes passed in 2002. The current regulatory and statutory framework requires SCE to assume limited responsibilities for CDWR contracts allocated by the CPUC, and provide full power procurement responsibilities on the basis of annual short-term procurement plans, long-term resource plans and increased procurement of renewable resources.

Short-Tenn ProcurementPlan In 2003, SCE operated under a CPUC-approved short-term procurement plan, which includes contracts entered into during a transitional period beginning in August 2002 for deliveries in 2003 and the allocation of CDWR contracts. In December 2003, the CPUC adopted a 2004 procurement plan for SCE, which established a target level for spot market purchases equal to 5% of monthly need, and allowed SCE to enter into contracts of up to five years.

Long-Tenn Resource Plan On April 15, 2003, SCE filed its long-term resource plan with the CPUC, which includes a 20-year forecast. SCE's long-term resource plan included both a preferred plan and an interim plan (both described below). On January 22, 2004, the CPUC issued a decision which did not adopt any long-term resource plan, but adopted a framework for resource planning. Until the CPUC approves a long-term resource plan for SCE, SCE will operate under its interim resource plan.

• Preferred Resource Plan: The preferred resource plan contains long-term commitments intended to encourage investment in new generation and transmission infrastructure, increase long-term reliability and decrease price volatility. These commitments include energy efficiency and demand-response investments, additional renewable resource contracts that will meet or exceed the requirements of legislation passed in 2002, additional utility and third-party owned generation, and new major transmission projects.

• Interim Resource Plan: The interim resource plan, by contrast, relies exclusively on new short- and medium-term contracts with no long-term resource commitments (except for new renewable contracts).

In its long-term resource plan filing, SCE maintained that implementation of its preferred resource plan requires resolution of various issues including: (1) stabilizing SCE's customer base; (2) restoring SCE's investment-grade creditworthiness; (3) restructuring regulations regarding energy efficiency and demand-response programs; (4) removing barriers to transmission development; (5) modifying prior decisions, which impede long-term procurement; and (6) adopting a commercially realistic cost-recovery framework that will enable utilities to obtain financing and enable contracting for new generation.

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Southern California Edison Company Under the framework adopted in the CPUC's January 22, 2004 decision, all load-serving entities in California have an obligation to procure sufficient resources to meet their customers' needs. This resource adequacy requirement phases in over the 2005-2008 period and requires planning reserve margins of 15-17% of peak load. The decision requires SCE to enter into forward contracts for 90% of SCE's summer peaking needs a year in advance and to file a revised long-term resource plan in 2004.

The decision does not comprehensively address important issues SCE has raised about its customer base, recovery of indirect procurement costs (including debt equivalence) and other matters.

Procurement of Renewable Resources As part of SCE's resumption of power procurement, in accordance with a California statute passed in 2002, SCE is required to increase its procurement of renewable resources by at least 1% of its annual electricity sales per year so that 20% of its annual electricity sales are procured from renewable resources by no later than December 31, 2017. In June 2003, the CPUC issued a decision adopting preliminary rules and guidance on renewable procurement-related issues, including penalties for noncompliance with renewable procurement targets. As of December 31, 2003, SCE procured approximately 18% of its annual electricity from renewable resources.

SCE has received bids for renewable resource contracts in response to a solicitation it made in August 2003, and is proceeding to enter into negotiations for contracts with some bidders based upon its preliminary bid evaluation.

CDWVR ContractAllocation and Operating Order The CDWR power-purchase contracts entered into as a result of the California energy crisis have been allocated on a contract-by-contract basis among SCE, PG&E and SDG&E, in accordance with a 2002 CPUC decision. SCE only assumes scheduling and dispatch responsibilities and acts only as a limited agent for the CDWR for contract implementation. Legal title, financial reporting and responsibility for the payment of contract-related bills remain with the CDWR. The allocation of CDWR contracts to SCE significantly reduces SCE's residual-net short and also increases the likelihood that SCE will have excess power during certain periods. SCE has incorporated CDWR contracts allocated to it in its procurement plans. Wholesale revenue from the sale of excess power, if any, is prorated between the CDWR and SCE.

SCE's maximum annual disallowance risk exposure for contract administration, including administration of allocated CDWR contracts and least cost dispatch of CDWR contract resources, is $37 million. In addition, gas procurement, including hedging transactions, associated with CDWR contracts is included within the cap.

Mohave GeneratingStation and Related Proceedings On May 17, 2002, SCE filed an application with the CPUC to address certain issues (mainly coal and slurry-water supply issues) facing the future extended operation of Mohave, which is partly owned by SCE. Mohave obtains all of its coal supply from the Black Mesa Mine in northeast Arizona, located on lands of the Navajo Nation and Hopi Tribe (the Tribes). This coal is delivered from the mine to Mohave by means of a coal slurry pipeline, which requires water from wells located on lands belonging to the Tribes in the mine vicinity.

Due to the lack of progress in negotiations with the Tribes and other parties to resolve several coal and water supply issues, SCE's application stated that SCE would probably be unable to extend Mohave's operation beyond 2005. The uncertainty over a post-2005 coal and water supply has prevented SCE and 13

Management's Discussion and Analysis of Financial Condition and Results of Operations other Mohave co-owners from making approximately $1.1 billion in Mohave-related investments (SCE's share is $605 million), including the installation of pollution-control equipment that must be put in place in order for Mohave to continue to operate beyond 2005, pursuant to a 1999 consent decree concerning air quality.

Negotiations are continuing among the relevant parties in an effort to resolve the coal and water supply issues, but no resolution has been reached. The Mohave co-owners, the Tribes, and the federal government have recently finalized a memorandum of understanding under which the Mohave co-owners will fund, subject to the terms and conditions of the memorandum of understanding, a $6 million study of a possible alternative groundwater source for the slurry water. The study is expected to begin in early 2004. SCE and other parties submitted further testimony and made various other filings in 2003 in SCE's application proceeding. On February 9, 2004, the CPUC held a prehearing conference to discuss whether additional testimony and hearings are needed to determine the future of the plant. The CPUC has not issued any ruling as result of the prehearing conference, but has indicated that further testimony can be expected in early to mid-2004. The outcome of the coal and water negotiations and SCE's application are not expected to impact Mohave's operation through 2005, but could have a major impact on SCE's long-term resource plan.

For additional matters related to Mohave, see "Other Developments-Navajo Nation Litigation."

In light of all of the issues discussed above, SCE has concluded that it is probable Mohave will be shut down at the end of 2005. Because the expected undiscounted cash flows from the plant during the years 2003-2005 were less than the $88 million carrying value of the plant as of December 31, 2002, SCE incurred an impairment charge of $61 million in 2002. However, in accordance with accounting standards for rate-regulated enterprises, this incurred cost was deferred and recorded as a regulatory asset, based on SCE's expectation that any unrecovered book value at the end of 2005 would be recovered in future rates through a balancing account mechanism presented in its May 17, 2002 application and discussed in its supplemental testimony filed in January 2003.

Transmission and Distribution 2003 General Rate Case Proceeding On May 3, 2002, SCE filed its application for a 2003 GRC, requesting: (1) a 2003 revenue requirement of approximately $3.1 billion; (2) a 2004 revenue requirement of approximately $3.5 billion; and (3) a 2005 revenue requirement of approximately $3.7 billion. These revenue requirements were based on SCE's projected rate base amounts of $7.8 billion in 2003, $8.2 billion in 2004 and $8.5 billion in 2005.

When compared to forecast revenue at currently authorized rates (approximately $2.8 billion), SCE's 2003 GRC request was an increase of $286 million, which was subsequently revised to an increase of

$251 million. The requested revenue increase for 2003 was primarily related to capital additions, updated depreciation costs and projected increases in pension and benefit expenses. The application also proposed an estimated base rate revenue decrease of $78 million in 2004, and a subsequent increase of

$116 million in 2005. The forecast reduction in 2004 was largely attributable to the expiration of the San Onofre ICIP rate-making mechanism at year-end 2003 and a forecast of increased sales. The expiration of San Onofre ICIP mechanism is expected to decrease SCE's 2004 earnings by approximately

$100 million. Beginning in 2004, San Onofre Units 2 and 3 cost recovery reverts to cost-of-service ratemaking.

In a proposed decision issued on February 13, 2004, a CPUC administrative law judge recommended that the CPUC adopt only $15 million of the $251 million increase in authorized base rate revenue requirement that SCE had requested. SCE filed comments opposing parts of the proposed decision in an 14

Southern California Edison Company attempt to restore important components of the requested revenue requirement. The CPUC is scheduled to vote on the proposed decision on March 16, 2004, either modifying or accepting it. If an alternate decision is proposed, a final decision could be delayed into April 2004. If the CPUC adopts the administrative law judge's proposed decision without modification, and if SCE does not reduce its expected capital or operating expenditures accordingly, SCE estimates that on an annual basis SCE's earnings per share would be about 15¢-per-share lower and cash flow would be approximately

$135 million lower than if SCE's base rate request had been granted in full. SCE cannot predict with certainty the final outcome of SCE's GRC application.

Because processing of the GRC took longer than initially scheduled, in May 2003 the CPUC approved SCE's request to establish a memorandum account to track the revenue requirement increase during the period between May 22, 2003 (the date a final CPUC decision was originally scheduled to be issued) and the date a final decision is ultimately adopted. The revenue requirement approved in the final GRC decision will be effective retroactive to May 22, 2003. Any balance in the GRC memorandum account authorized by the CPUC would be recovered in rates beginning in 2004, together with the combined revenue requirement authorized by the CPUC in the GRC decision for 2003 and 2004.

Hearings to address revenue allocation and rate design issues have been continued until after the CPUC issues a decision on SCE's revenue requirement. Due to the implementation of SCE's $1.2 billion customer rate-reduction plan, rate design changes will not be effective until August 2004, at the earliest.

Until SCE's 2003 GRC is implemented, SCE's revenue requirement related to distribution operations is determined through a performance-based rate-making (PBR) mechanism.

Electric Line Maintenance Practices Proceeding In August 2001, the CPUC issued an order instituting investigation regarding SCE's overhead and underground electric line maintenance practices. The order was based on a report issued by the CPUC's Consumer Protection and Safety Division, which alleged a pattern of noncompliance with the CPUC' s general orders for the maintenance of electric lines for 1998-2000. The order also alleged that noncompliant conditions were involved in 37 accidents resulting in death, serious injury or property damage. The Consumer Protection and Safety Division identified 4,817 alleged violations of the general orders during the three-year period; and the order put SCE on notice that it could be subject to a penalty of between $500 and $20,000 for each violation or accident. In its opening brief on October 21, 2002, the Consumer Protection and Safety Division recommended that SCE be assessed a penalty of

$97 million.

On June 19, 2003, a CPUC administrative law judge issued a presiding officer's decision on the Consumer Protection and Safety Division report. The decision did the following:

• Fined SCE $576,000 for 2% of the alleged violations involving death, injury or property damage, failure to identify unsafe conditions or exceeding required inspection intervals. The decision did not find that any of the alleged violations compromised the integrity or safety of SCE's electric system or were excessive compared to other utilities.

• Ordered SCE to consult with the Consumer Protection and Safety Division and refine SCE's maintenance priority system consistent with the decision.

• Adopted an interpretation that all SCE's nonconformances with the CPUC's general orders for the maintenance of electric lines are violations subject to potential penalty.

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Management's Discussion and Analysis of Financial Condition and Results of Operations On July 21, 2003, SCE filed an appeal with the CPUC challenging, among other things, the decision's interpretation of nonconformance. The Consumer Protection and Safety Division also appealed,.

challenging the fact that the decision did not penalize SCE for 4,721 of the 4,817 alleged violations.

A final decision is scheduled to be issued on March 16, 2004.

TransmissionRate Case In July 2000, the FERC issued a decision in SCE's 1998 transmission rate case in which it ordered a reduction of approximately $38 million to SCE's requested annual transmission revenue requirement of

$213 million. In the decision, the FERC rejected SCE's proposed method for allocating overhead costs between transmission and distribution operations, which accounted for approximately $24 million of the

$38 million reduction. After the FERC decision, SCE sought recovery in distribution rates from the CPUC. In third quarter 2003, the CPUC authorized recovery of $133 million of overhead costs for the period April 1, 1998 to August 31, 2002, and SCE credited this amount to provisions for regulatory adjustment clauses - net in the consolidated statements of income. On September 22, 2003, the ORA applied for rehearing of the matter. On February 11, 2004, the CPUC denied the ORA's request and reaffirmed its decision authorizing recovery.

Ilholesale Electricity and NaturalGas Markets In 2000, the FERC initiated an investigation into the justness and reasonableness of rates charged by sellers of electricity in the California Power Exchange (PX)/ ISO markets. On March 26, 2003, the FERC staff issued a report concluding that there had been pervasive gaming and market manipulation of both the electric and natural gas markets in California and on the West Coast during 2000-2001 and describing many of the techniques and effects of that market manipulation. SCE is participating in several related proceedings seeking recovery of refunds from sellers of electricity and natural gas who manipulated the electric and natural gas markets. Under the 2001 CPUC settlement agreement, mentioned in "-Generation and Power Procurement-CPUC Litigation Settlement Agreement," 90% of any refunds actually realized by SCE will be refunded to customers, except for the El Paso Natural Gas Company settlement agreement discussed below.

El Paso Natural Gas Company entered into a settlement agreement with parties to a class action lawsuit (including SCE, PG&E and the State of California) settling claims stated in proceedings at the FERC and in San Diego County Superior Court that El Paso Natural Gas Company had manipulated interstate capacity and engaged in other anticompetitive behavior in the natural gas markets in order to unlawfully raise gas prices at the California border in 2000-2001. The San Diego County Superior Court approved the settlement on December 5, 2003. Notice of appeal of that judgment was filed by a party to the action on February 6, 2004. Accordingly, until the appeal is resolved, the judgment is not final and no refunds will be paid. Pursuant to a CPUC decision, SCE will refund to customers any amounts received under the terms of the El Paso Natural Gas Company settlement (net of legal and consulting costs) through its ERRA mechanism. In addition, amounts El Paso Natural Gas Company refunds to the CDWR will result in equivalent reductions in the CDWR's revenue requirement allocated to SCE.

On February 24, 2004, SCE and PG&E entered into a settlement agreement with The Williams Cos. and Williams Power Company, providing for approximately $140 million in refunds against some of Williams' power charges in 2000-2001. The allocation of refunds under the settlement agreement has not been determined. The settlement is subject to the approval of the FERC, the CPUC and the PG&E bankruptcy court.

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Southern California Edison Company Other Regulatory Matters Catastrophic Event Memorandum Account The catastrophic event memorandum account (CEMA) is a CPUC-authorized mechanism that allows SCE to immediately start the tracking of all of its incremental costs associated with declared disasters or emergencies and to subsequently receive rate recovery of its reasonably incurred costs upon CPUC approval. Incremental costs associated with restoring utility service; repairing, replacing or restoring damaged utility facilities; and complying with governmental agency orders are tracked in the CEMA.

SCE currently has a CEMA for the bark beetle emergency and initiated a second CEMA associated with the fires that occurred in SCE territory in October 2003. Costs tracked through the CEMA mechanism are expected to be recovered in future rates with no impact on earnings. However, cash flow will be impacted due to the timing difference between expenditures and rate recovery.

Bark Beetle CEMA On March 7, 2003, the Governor of California issued a proclamation declaring a state of emergency in Riverside, San Bernardino and San Diego counties where an infestation of bark beetles has created the potential for catastrophic forest fires. The proclamation requested that the CPUC direct utilities with transmission lines in these three counties to ensure that all dead, dying and diseased trees and vegetation are completely cleared from their utility rights-of-way to mitigate the potential fire damage. SCE estimates that it may incur several hundred million dollars in incremental expenses over the next several years to remove over 350,000 of these trees. This cost estimate is subject to significant change, depending on a number of evolving circumstances, including, but not limited to the spread of the bark beetle infestation, the speed at which trees can be removed, and tree disposal costs. In 2003, SCE removed approximately 26,000 dead or dying trees at an incremental expense of approximately

$18 million which has been reflected in the CEMA as of December 31, 2003. SCE expects to submit an advice filing with the CPUC in the first quarter of 2004 to recover these costs. SCE estimates that it will spend up to $150 million on this project in 2004.

Fire-RelatedCEMA During the last two weeks of October 2003, wildfires damaged SCE's electrical infrastructure, primarily in the San Bernardino Mountains of Southern California where an estimated 1,500 power poles and 220 transformers were damaged or downed. SCE notified the CPUC that it initiated a CEMA on October 21, 2003 to track the incremental costs to repair and restore its infrastructure. These costs are estimated to be approximately $30 million. The balance in this CEMA account is approximately

$9 million as of December 31, 2003.

Holding Company Proceeding In April 2001, the CPUC issued an order instituting investigation that reopened the past CPUC decisions authorizing utilities to form holding companies and initiated an investigation into, among other things:

(1) whether the holding companies violated CPUC requirements to give first priority to the capital needs of their respective utility subsidiaries; (2) any additional suspected violations of laws or CPUC rules and decisions; and (3) whether additional rules, conditions, or other changes to the holding company decisions are necessary.

On January 9, 2002, the CPUC issued an interim decision interpreting the CPUC requirement that the holding companies give first priority to the capital needs of their respective utility subsidiaries. The decision stated that, at least under certain circumstances, holding companies are required to infuse all 17

Management's Discussion and Analysis of Financial Condition and Results of Operations types of capital into their respective utility subsidiaries when necessary to fulfill the utility's obligation to serve its customers. The decision did not determine whether any of the utility holding companies had violated this requirement, reserving such a determination for a later phase of the proceedings. On February 11, 2002, SCE and Edison International filed an application before the CPUC for rehearing of the decision. On July 17, 2002, the CPUC affirmed its earlier decision on the first priority requirement and also denied Edison International's request for a rehearing of the CPUC's determination that it had jurisdiction over Edison International in this proceeding. On August 21, 2002, Edison International and SCE jointly filed a petition in California state court requesting a review of the CPUC's decisions with regard to first priority requirements, and Edison International filed a petition for a review of the CPUC decision asserting jurisdiction over holding companies. PG&E and SDG&E and their respective holding companies filed similar challenges, and all cases have been transferred to the First District Court of Appeals in San Francisco. On November 26, 2003, the Court of Appeals issued an order indicating it would hear the cases but did not decide the merits of the petitions. Oral argument was held before the Court of Appeals on March 5, 2004, and the Court of Appeals is expected to rule within 90 days.

Investigation Regarding Performance Incentives Rewards SCE is eligible under its CPUC-approved PBR mechanism to earn rewards or penalties based on its performance in comparison to CPUC-approved standards of reliability, customer satisfaction, and employee safety. SCE received two letters over the last year from anonymous employees alleging that personnel in the service planning group of SCE's transmission and distribution business unit altered or omitted data in attempts to influence the outcome of customer satisfaction surveys conducted by an independent survey organization. The results of these surveys are used, along with other factors, to determine the amounts of any incentive rewards or penalties to SCE under the PBR provisions for customer satisfaction. SCE is conducting an internal investigation and has determined that some wrongdoing by a number of the service planning employees has occurred. SCE has informed the CPUC of its findings to date, and will continue to inform the CPUC of developments as the investigation progresses. SCE anticipates that, after the investigation is completed, there may be CPUC proceedings to determine whether any portion of past and potential rewards for customer satisfaction should be refunded or disallowed. It also is possible that penalties could be imposed. SCE recorded aggregate customer satisfaction rewards of $28 million for the years 1998, 1999, and 2000. Potential customer satisfaction rewards aggregating $1.0 million for 2001 and 2002 are pending before the CPUC and have not been recognized in income by SCE. SCE also had anticipated that it could be eligible for customer satisfaction rewards of about $10 million for 2003. SCE has not yet been able to determine whether or to what extent employee misconduct has compromised the surveys that are the basis for a portion of the awards. Accordingly, SCE cannot predict with certainty the outcome of this matter. SCE plans to complete its investigation as quickly as possible and cooperate fully with the CPUC in taking appropriate remedial action.

OTHER DEVELOPMENTS Electric and Magnetic Fields Electric and magnetic fields naturally result from the generation, transmission, distribution and use of electricity. Since the 1970s, concerns have been raised about the potential health effects of electric and magnetic fields. After 30 years of research, a health hazard has not been established to exist. Potentially important public health questions remain about whether there is a link between electric and magnetic fields exposures in homes or work and some diseases, and because of these questions, some health authorities have identified electric and magnetic fields exposures as a possible human carcinogen.

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Southern California Edison Company In October 2002, the California Department of Health Services released to the CPUC and the public its report evaluating the possible risks from electric and magnetic fields. The conclusions in the report of the California Department of Health Services contrast with other recent reports by authoritative health agencies in that the California Department of Health Services has assigned a substantially higher probability to the possibility that there is a causal connection between electric and magnetic fields exposures and a number of diseases and conditions, including childhood leukemia, adult leukemia, amyotrophic lateral sclerosis, and miscarriages.

It is not yet clear what actions the CPUC will take to respond to the report of the California Department of Health Services and to the recent electric and magnetic fields reports by other health authorities such as the National Institute of Environmental Health Sciences, the World Health Organiiation's International Agency for Research on Cancer, and the United Kingdom's National Radiation Protection Board. Possible outcomes may include continuation of current policies or imposition of more stringent policies to implement greater reductions in electric and magnetic fields exposures. The costs of these different outcomes are unknown at this time.

Employee Compensation and Benefit Plans On July 31, 2003, a federal district court held that the formula used in a cash balance pension plan created by International Business Machine Corporation (IBM) in 1999 violated the age discrimination provisions of the Employee Retirement Income Security Act of 1974. In its decision, the federal district court set forth a standard for cash balance pension plans. This decision, however, conflicts with the decisions from two other federal district courts and with the proposed regulations for cash balance pension plans issued by the Internal Revenue Service in December 2002. On February 12, 2004, the same federal district court ruled that IBM must make back payments to workers covered under this plan.

IBM has indicated that it will appeal both decisions to the United States Court of Appeals for the Seventh Circuit. The formula for SCE's cash balance pension plan does not meet the standard set forth in the federal district court's July 31, 2003 decision. SCE cannot predict with certainty the effect of the two IBM decisions on SCE's cash balance pension plan.

Environmental Matters SCE is subject to numerous environmental laws and regulations, which require it to incur substantial costs to operate existing facilities, construct and operate new facilities, and mitigate or remove the effect of past operations on the environment.

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

SCE's recorded estimated minimum liability to remediate its 26 identified sites is $92 million. In third quarter 2003, SCE sold certain oil storage and pipeline facilities. This sale caused a reduction in SCE's recorded estimated minimum environmental liability. The ultimate costs to clean up SCE's identified 19

Management's Discussion and Analysis of Financial Condition and Results of Operations sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs could exceed its recorded liability by up to $238 million. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

The CPUC allows SCE to recover environmental remediation costs at certain sites, representing

$34 million of its recorded liability, through an incentive mechanism (SCE may request to include additional sites). Under this mechanism, SCE will recover 90% of cleanup costs through customer rates; shareholders fund the remaining 10%, with the opportunity to recover these costs from insurance carriers and other third parties. SCE has successfully settled insurance claims with all responsible carriers. SCE expects to recover costs incurred at its remaining sites through customer rates. SCE has recorded a regulatory asset of $71 million for its estimated minimum environmental-cleanup costs expected to be recovered through customer rates.

SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.

SCE expects to clean up its identified sites over a period of up to 30 years. Remediation costs in each of the next several years are expected to range from $13 million to $25 million. Recorded costs for 2003 were $14 million.

Based on currently available information, SCE believes it is unlikely that it will incur amounts in excess of the upper limit of the estimated range for its identified sites and, based upon the CPUC's regulatory treatment of environmental remediation costs, SCE believes that costs ultimately recorded will not materially affect its results of operations or financial position. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to such estimates.

CleanAir Act The Clean Air Act requires power producers to have emissions allowances to emit sulfur dioxide. Power companies receive emissions allowances from the federal government and may bank or sell excess allowances. SCE expects to have excess allowances under Phase II of the Clean Air Act (2000 and later).

In 1999, SCE and other co-owners of Mohave entered into a consent decree to resolve a federal court lawsuit that had been filed alleging violations of various emissions limits. This decree, approved by a federal court in December 1999, required certain modifications to the plant in order for it to continue to operate beyond 2005 to comply with the Clean Air Act.

SCE's share of the costs of complying with the consent decree and taking other actions to continue operation of Mohave beyond 2005 is estimated to be approximately $605 million. SCE has received from the State of Nevada a permit to install the necessary pollution-control equipment. However, SCE has suspended its efforts to seek CPUC approval to install the Mohave pollution-control equipment because it has not obtained reasonable assurance of adequate coal and water supplies for operating Mohave beyond 2005. Unless adequate coal and water supplies are obtained, it will become necessary to shut down Mohave after December 31, 2005. If the station is shut down at that time, the shutdown is not 20

Southern California Edison Company expected to have a material adverse impact on SCE's financial position or results of operations, assuming the remaining book value of the station (approximately $24 million as of December 31, 2003) and the related regulatory asset (approximately $66 million as of December 31, 2003), and plant closure and decommissioning-related costs are recoverable in future rates. SCE cannot predict with certainty what effect any future actions by the CPUC may have on this matter. See "Regulatory Matters-Generation and Power Procurement-Mohave Generating Station and Related Proceedings" for further discussion of the Mohave issues.

SCE's facilities are subject to the Clean Air Act's new source review (NSR) requirements related to modifications of air emissions sources at electric generating stations. Over the past five years, the United States Environmental Protection Agency (EPA) has initiated investigations of numerous electric utilities seeking to determine whether these utilities engaged in activities in violation of the NSR requirements, brought enforcement actions against some of those utilities, and reached settlements with some of those utilities. EPA has made information requests concerning SCE's Four Corners station. Other than this request for information, no enforcement-related proceedings have been initiated against any SCE facilities by EPA relating to NSR compliance.

Over this same period, EPA has proposed several regulatory changes to NSR requirements that would clarify and provide greater guidance to the utility industry as to what activities can be undertaken without triggering the NSR requirements. Several of these regulatory changes have been challenged in the courts.

As a result of these developments, EPA's enforcement policy on alleged NSR violations is currently uncertain.

These developments will continue to be monitored by SCE to assess what implications, if any, they will have on the operation of domestic power plants owned or operated by SCE, or the impact on SCE's results of operations or financial position.

SCE's projected environmental capital expenditures are $2.3 billion, including the $605 million for Mohave discussed above for the 2004-2008 period, mainly for undergrounding certain transmission and distribution lines.

Federal Income Taxes In August 2002, Edison International received a notice from the Internal Revenue Service asserting deficiencies in federal corporate income taxes for its 1994 to 1996 tax years. Included in these amounts are deficiencies asserted against SCE. Substantially all of SCE's tax deficiencies are timing differences and, therefore, amounts ultimately paid (exclusive of interest and penalties), if any, would benefit SCE as future tax deductions. SCE believes that it has meritorious legal defenses to those deficiencies and believes that the ultimate outcome of this matter will not result in a material impact on SCE's consolidated results of operations or financial position.

Navajo Nation Litigation In June 1999, the Navajo Nation filed a complaint in the United States District Court for the District of Columbia (D.C. District Court) against Peabody Holding Company (Peabody) and certain of its affiliates, Salt River Project Agricultural Improvement and Power District, and SCE arising out of the coal supply agreement for Mohave. The complaint asserts claims for, among other things, violations of the federal Racketeer Influenced and Corrupt Organizations statute, interference with fiduciary duties and contractual relations, fraudulent misrepresentation by nondisclosure, and various contract-related claims.

The complaint claims that the defendants' actions prevented the Navajo Nation from obtaining the full value in royalty rates for the coal. The complaint seeks damages of not less than $600 million, trebling of 21

Management's Discussion and Analysis of Financial Condition and Results of Operations that amount, and punitive damages of not less than $1 billion, as well as a declaration that Peabody's lease and contract rights to mine coal on Navajo Nation lands should be terminated. SCE joined Peabody's motion to strike the Navajo Nation's complaint. In addition, SCE and other defendants filed motions to dismiss.

Some of the issues included in this case were addressed by the United States Supreme Court in a separate legal proceeding filed by the Navajo Nation in the Court of Federal Claims against the United States Department of Interior. In that action, the Navajo Nation claimed that the Government breached its fiduciary duty concerning negotiations relating to the coal lease involved in the Navajo Nation's lawsuit against SCE and Peabody. On March 4, 2003, the Supreme Court concluded, by majority decision, that there was no breach of a fiduciary duty and that the Navajo Nation did not have a right to relief against the Government. Based on the Supreme Court's analysis, on April 28, 2003, SCE filed a motion to dismiss or, in the alternative, for summary judgment in the D.C. District Court action. The motion remains pending.

The Federal Circuit Court of Appeals, acting on a suggestion on remand filed by the Navajo Nation, held in a October 24, 2003 decision that the Supreme Court's March 24, 2003 decision was focused on three specific statutes or regulations and therefore did not address the question of whether a network of other statutes, treaties and regulations imposed judicially enforceable fiduciary duties on the United States during the time period in question. The Government and the Navajo Nation both filed petitions for rehearing of the October 24, 2003 Court of Appeals decision. Both petitions were denied on March 9, 2004.

SCE cannot predict with certainty the outcome of the 1999 Navajo Nation's complaint against SCE, the impact of the Supreme Court's decision in the Navajo Nation's suit against the Government on this complaint, or the impact of the complaint on the operation of Mohave beyond 2005.

San Onofre Steam Generators Like other nuclear power plants with steam generators of the same design and material properties, San Onofre Units 2 and 3 have experienced degradation in their steam generators. Based on industry experience and analysis of recent inspection data, SCE has determined that the existing San Onofre Unit 2 and 3 steam generators may not enable continued reliable operation of the units beyond their scheduled refueling outages in 2009-2010. SCE currently estimates that the cost of replacing the steam generators would be about $680 million, of which SCE's 75% share would be about $510 million. On February 27, 2004, SCE asked the CPUC to issue a decision by July 2005 finding that it is reasonable for SCE to replace the San Onofre Unit 2 and 3 steam generators and establishing appropriate ratemaking for the replacement costs. In its application, SCE stated that the San Onofre operating agreement requires unanimous approval of all co-owners for the costs of the steam generator replacement to be included in the capital budget for Units 2 and 3 and, therefore, SCE must have the approval of its co-owners to go forward as planned, which approval currently is lacking. Because SCE will need to enter into commitments in 2004 to obtain timely delivery of replacement steam generators, SCE also asked the CPUC to create a memorandum account by September 2004 for SCE to recover initial costs of up to

$50 million if the replacement project ultimately is not approved by the CPUC or co-owner approval is not obtained. If the CPUC finds investment in the steam generators to be reasonable and cost effective and the steam generator replacement takes place, SCE's investment should be reflected in retail rates for recovery over the remaining useful life of the plants; SCE currently does not expect that it would proceed with replacement of the San Onofre Units 2 and 3 steam generators without CPUC approval of reasonable cost recovery.

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Southern California Edison Company Palo Verde Steam Generators The steam generators at the Palo Verde Nuclear Generating Station (Palo Verde), in which SCE owns a 15.8% interest, have the same design and material properties as the San Onofre units. During 2003, the Palo Verde Unit 2 steam generators were replaced. In addition, the Palo Verde owners have approved the manufacture of two additional sets of steam generators for installation in Units 1 and 3. The Palo Verde owners expect that these steam generators will be installed in Units 1 and 3 in the 2005 to 2008 time frame. SCE's share of the costs of manufacturing and installing all the replacement steam generators at Palo Verde is estimated to be about $110 million; SCE plans to seek recovery of that amount through the rate-making process.

RESULTS OF OPERATIONS AND HISTORICAL CASH FLOW ANALYSIS The following subsections of "Results of Operations and Historical Cash Flow Analysis" provide a discussion on the changes in various line items presented on the Consolidated Statements of Income as well as a discussion of the changes on the Consolidated Statement of Cash Flows.

Results of Operations Earningsfro. i Continuing Operations SCE earnings from continuing operations in 2003 were $882 million, compared to earnings of

$1.2 billion in 2002 and earnings of $2.4 billion in 2001. SCE's 2002 earnings included a $480 million benefit related to the implementation of the CPUC URG decision. SCE's 2001 earnings included a

$2.1 billion (after tax) benefit resulting from the reestablishment of procurement-related regulatory assets and liabilities as a result of the PROACT resolution and recovery of $178 million (after tax) of previously written off generation-related regulatory assets, partially offset by $328 million (after tax) of net undercollected transition costs incurred between January and August 2001. Excluding the

$480 million benefit in 2002 and the net $2.0 billion benefit in 2001, SCE's earnings from continuing operations were $767 million in 2002 and $408 million in 2001. The $115 million increase between 2003 and 2002 results from the net effect of the resolution of several regulatory proceedings in 2003 and 2002. The 2003 proceedings include the CPUC decision on the allocation of certain costs between state and federal regulatory jurisdictions, tax impacts from the FERC rate case, and the final disposition of the PROACT which had been created to record the recovery of SCE's procurement-related obligations. The positive effects of these factors on 2003 earnings were partially offset by the implementation in 2002 of the CPUC's URG decision and PBR rewards received in 2002. SCE's results also included higher depreciation expense and lower net interest income, partially offset by higher FERC and PBR revenue.

The $359 million increase between 2002 and 2001 primarily reflects increased revenue resulting from the CPUC's 2002 decision in SCE's PBR proceeding, increased earnings from SCE's larger rate base in 2002 compared to 2001, lower interest expense, PBR rewards from prior years and increased income from San Onofre Nuclear Generating Station (San Onofre) Units 2 and 3. The increase was partially offset by higher operating and maintenance expense..

Based on the CPUC's January 23, 2002 PROACT resolution, SCE was able to conclude that $3.6 billion in regulatory assets previously written off were probable of recovery through the rate-making process as of December 31, 2001. As a result, SCE's December 31, 2001 consolidated income statement included a

$3.6 billion credit to provisions for regulatory adjustment clauses and a $1.5 billion charge to income tax expense, to reflect the $2.1 billion (after tax) credit to earnings.

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Management's Discussion and Analysis of Financial Condition and Results of Operations OperatingRevenue SCE's retail sales represented approximately 91%, 96% and 94% of operating revenue in 2003, 2002, and 2001, respectively. Due to warmer weather during the summer months, operating revenue during the third quarter of each year is significantly higher than other quarters.

The following table sets forth the major changes in operating revenue:

In millions Year ended December 31, 2003 vs. 2002 2002 vs. 2001 Operating revenue Rate changes (including surcharges) $ (677) $ 563 Direct access credit 471 (604)

Sales volume changes (60) 696 Sales for resale 394 (11)

Other 20 (64)

Total S 148 $ 580 Total operating revenue increased by $148 million in 2003 (as shown in the table above). The reduction in operating revenue due to rate changes resulted from the implementation of a CPUC-approved customer rate-reduction plan effective August 1, 2003, partially offset by the recognition of revenue from the CPUC-authorized temporary surcharge collected in 2002, used to recover costs incurred in 2003 (see "Regulatory Matters-Generation and Power Procurement-Temporary Surcharges"). The increase in operating revenue due to direct access credits resulted from a net 10-per-kWh decrease in credits given to direct access customers. The reduction in electric revenue resulting from changes in sales volume was mainly due to an increase in the amount allocated to the CDWR for bond and direct access exit fees (see discussion below), partially offset by an increase in kWh sold due to warmer weather in 2003 as compared to 2002. Sales for resale revenue increased due to a greater amount of excess energy at SCE in 2003 as compared to 2002. As a result of CDWR contracts allocated to SCE, excess energy from SCE sources may exist at certain times and is resold in the energy markets.

Operating revenue increased by $580 million in 2002 as compared to 2001 (as shown in the table above).

The increase in operating revenue due to rate changes resulted from a 30-per-kWh surcharge authorized by the CPUC as of March 27, 2001. The decrease in operating revenue due to direct access credits resulted from an increase in credits given to direct access customers due to a significant increase in the number of direct access customers. The increase in operating revenue resulting from changes in sales volume was primarily due to SCE providing its customers with a greater volume of energy generated from its own generating plants and power-purchase contracts, rather than the CDWR purchasing power on behalf of SCE's customers.

Amounts SCE bills and collects from its customers for electric power purchased and sold by the CDWR to SCE's customers (beginning January 17, 2001), CDWR bond-related costs (beginning November 15, 2002) and direct access exit fees (beginning January 1, 2003) are remitted to the CDWR and are not recognized as revenue by SCE. These amounts were $1.7 billion, S1.4 billion, and $2.0 billion for the years ended December 31, 2003, 2002, and 2001, respectively.

OperatingExpenses Fuel expense increased in 2002 primarily due to fuel related costs SCE related to a payment received under a settlement agreement with Peabody associated with Mohave.

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Southern California Edison Company Purchased-power expense increased in 2003 and decreased in 2002. The 2003 increase was mainly due to higher expenses resulting from SCE's resumption of power procurement on January 1, 2003. The higher expenses resulted from an increase in the number of bilateral contracts entered into during 2003 and an increase in energy purchased in 2003. The increase also includes higher expenses related to power purchased from QFs, mainly due to higher spot natural gas prices in 2003 as compared to 2002. The 2002 decrease resulted primarily from lower expenses related to power purchased from QFs, bilateral contracts and interutility contracts, mainly due to lower spot natural gas prices in 2002 as compared to 2001. In addition, the decrease reflects the absence of PX/ISO purchased-power expense after mid-January 2001.

Federal law and CPUC orders required SCE to enter into contracts to purchase power from QFs at CPUC-mandated prices. These contracts expire on various dates through 2025. Energy payments to gas-fired cogeneration QFs are generally tied to spot natural gas prices. Effective May 2002, energy payments for most renewable QFs were converted to a fixed price of 5.370-per-kWh, compared with an average of 3.10-per-kWh during the period of January and April 2002. During 2003, spot natural gas prices were higher compared to the same period in 2002. During 2002, spot natural gas prices were significantly lower than the same periods in 2001.

Provisions for regulatory adjustment clauses - net decreased in 2003 and increased in 2002. The 2003 decrease was mainly due to lower overcollections used to recover the PROACT balance, the implementation of the CPUC-authorized customer rate-reduction plan, a net increase in energy procurement costs and favorable resolution of several regulatory proceedings. The 2003 proceedings include the CPUC decision on the allocation of certain costs between state and federal regulatory jurisdictions and the final disposition of the PROACT. The decrease was partially offset by the implementation of the CPUC decision related to URG and the PBR mechanism, as well as the impact of other regulatory actions recorded in 2002. The 2002 increase was primarily due to the establishment of the PROACT regulatory asset in 2001, overcollections used to recover the PROACT balance and revenue collected to recover the rate reduction bond regulatory asset, partially offset by the impact of SCE's implementation of the CPUC decision related to URG and the PBR mechanism, as well as the impact of other regulatory actions.

As a result of the URG decision received in 2002, SCE reestablished regulatory assets previously written off (approximately $1.1 billion) related to its nuclear plant investments, purchased-power settlements and flow-through taxes, and decreased the PROACT balance by $256 million, all retroactive to January 1, 2002. The impact of the URG decision is reflected in the 2002 financial statements as a credit (decrease) to the provisions for regulatory adjustment clauses of $644 million, partially offset by an increase in deferred income tax expense of $164 million, for a net credit to earnings of $480 million. As a result of the CPUC decision that modified the PBR mechanism, SCE recorded a $136 million credit (decrease) to the provisions for regulatory adjustment clauses in the second quarter of 2002, to reflect undercollections in CPUC-authorized revenue resulting from changes in retail rates.

Other operating and maintenance expense increase in 2003 was mainly due to higher health-care costs, higher spending on certain CPUC-authorized programs, higher transmission access charges and costs incurred in 2003 related to the removal of dead, dying and diseased trees and vegetation associated with the bark beetle infestation (see "Regulatory Matters-Other Regulatory Matters-Catastrophic Event Memorandum Account"). Other operation and maintenance expense increase in 2002 was primarily due to the San Onofre Unit 2 refueling outage in 2002, increases in transmission and distribution maintenance and inspection activities, and temporary cost containment efforts that took place in 2001. The 2002 increases were partially offset by lower expenses related to balancing accounts.

Depreciation, decommissioning and amortization expense increased in both 2003 and 2002. The 2003 increase was mainly due to an increase in depreciation expense associated with additions to transmission and distribution assets and an increase in nuclear decommissioning expense. The 2003 increase was 25

MIanagement's Discussion and Analysis of Financial Condition and Results of Operations partially offset by a change in the amortization period for San Onofre recorded in the third quarter of 2002 based on the implementation of a CPUC decision. The increase in 2002 was mainly due to an increase in depreciation expense associated with SCE's additions to transmission and distribution assets and an increase in SCE's nuclear decommissioning expense. A 1994 CPUC decision allowed SCE to accelerate the recovery of its nuclear-related assets while deferring the recovery of its distribution-related assets for the same amount. Beginning in January 2002, the CPUC approved the commencement of recovery of SCE's deferred distribution assets. In addition, the increases reflect amortization expense on the nuclear regulatory asset reestablished during second quarter 2002 based on the URG decision.

Other Income and Deductions Interest and dividend income decreased in 2003 and increased in 2002. The 2003 decrease was mainly due to lower interest income on the PROACT balance as well as lower interest income from lower average cash balances, compared to the same period in 2002. The 2002 increase was mainly due to the interest income earned on the PROACT balance. The 2002 increase was partially offset by lower interest income due to lower average cash balances and lower interest rates during 2002, as compared to 2001.

Other nonoperating income decreased slightly in 2003 and increased in 2002. The 2003 decrease was mainly due to property condemnation settlements received in 2002, with no comparable settlements received in 2003, almost entirely offset by the recognition of 2000 and 2001 Palo Verde performance rewards approved by the CPUC during 2003. The 2002 increase was primarily due to property condemnation settlements received, partially offset by PBR incentive awards for 1999 and 2000, which were approved by the CPUC and recorded in 2001.

Interest expense - net of amounts capitalized decreased in both 2003 and 2002. The 2003 decrease was due to lower interest expense at SCE due to the accrual of interest in 2002 related to the 2001 and early 2002 suspension of payments for purchased power (these suspended payments were paid in March 2002),

as well as lower interest expense on long-term debt resulting from the early retirement of debt. Interest expense - net in 2003 reflects a change in the classification of dividend payments on preferred securities to interest expense - net from dividends on preferred securities. Effective July 1, 2003, dividend payments on preferred securities subject to mandatory redemption are included as interest expense based on the adoption of a new accounting standard. The new standard did not allow for prior period restatements, therefore dividends on preferred securities subject to mandatory redemption for the first six months of 2003 are not included in interest expense - net of amounts capitalized in the consolidated statements of income. The 2002 decrease is mainly due to lower short-term debt balances in 2002, compared to 2001 and lower interest expense related to the suspension of payments for purchased power during 2001, which were subsequently paid in early 2002. The 2002 decrease was partially offset by an increase in interest expense on long-term debt due to higher long-term debt balances in 2002, compared to 2001.

Other nonoperating deductions increased in 2003 and decreased in 2002. The variance in both 2003 and 2002 was primarily due to the reversal of accruals for regulatory matters in 2002.

Income Taxes Income taxes decreased in both 2003 and 2002. The 2003 and 2002 decrease was primarily due to reductions in pre-tax income and the favorable resolution of tax audit issues.. The 2003 decrease also resulted from the favorable resolution of a FERC rate case. The 2002 decrease also resulted from the reestablishment of tax-related regulatory assets upon implementation of the URG decision.

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Southern California Edison Company SCE's federal and state statutory tax rate was 40.551% for all years presented. The lower effective tax rate of 30.5% realized in 2003 was primarily due to the resolution of a FERC rate case and recording the benefit of favorable resolution of tax audit issues. The lower effective tax rate of 34% realized in 2002 was primarily due to the reestablishment of tax-related regulatory assets upon implementation of the URG decision as well as favorable resolution of tax audit issues.

Earningsfrom Discontinued Operations SCE's earnings from discontinued operations in 2003, included a $44 million (after-tax) gain on the sale of SCE's fuel oil pipeline business and operating results of $6 million.

Historical Cash Flow Analysis Cash Flowsfrom Operating Activities Net cash provided by operating activities was $2.7 billion in 2003, $631 million in 2002 and $3.3 billion in 2001. The 2003 increase was mainly due to the March 2002 repayment of past-due obligations, as well as the timing of cash receipts and disbursements related to working capital items. The 2002 decrease in cash provided by operating activities was mainly due to the March 2002 repayment of past-due obligations, partially offset by higher overcollections used to recover regulatory assets resulting from the CPUC-approved surcharges (1 ¢ per kWh in January 2001 and 3¢ per kWh in June 2001).

Cash used by operating activities from discontinued operations in 2003 primarily reflects operating activities at SCE's fuel oil pipeline business.

Cash Flowsfrom Financing Activities SCE's short-term debt is normally used to finance procurement-related obligations. Long-term debt is used mainly to finance the utility's rate base. External financings are influenced by market conditions and other factors.

SCE's financing activities during 2003 included an exchange offer of $966 million of 8.95% variable rate notes due November 2003 for $966 million of new series first and refunding mortgage bonds due February 2007. In addition, during 2003, SCE repaid $125 million of its 6.25% bonds, the outstanding balance of $300 million of a $600 million one-year term loan due March 3, 2003, $300 million on its revolving line of credit, and $700 million of a term loan due March 2005. The $700 million term loan was retired with a cash payment of $500 million and $200 million drawn on a $700 million credit facility that expires in 2006. SCE's 2003 financing activities also include a dividend payment of $945 million of equity to Edison International.

During the first quarter of 2002, SCE paid $531 million of matured commercial paper and remarketed

$196 million of the $550 million of pollution-control bonds repurchased during December 2000 and early 2001. Also during the first quarter of 2002, SCE replaced the $1.65 billion credit facility with a

$1.6 billion financing and made a payment of $50 million to retire the entire credit facility. Throughout the year, SCE paid approximately $1.2 billion of maturing long-term debt. The $1.6 billion financing included a $600 million, one-year term loan due March 3, 2003. SCE prepaid $300 million of this loan in August 2002.

In December 1997, $2.5 billion of rate reduction notes were issued on behalf of SCE by SCE Funding LLC, a special purpose entity. These notes were issued to finance the 10% rate reduction mandated by state law. The proceeds of the rate reduction notes were used by SCE Funding LLC to purchase from 27

Management's Discussion and Analysis of Financial Condition and Results of Operations SCE an enforceable right known as transition property. Transition property is a current property right created by the electric industry restructuring legislation and a financing order of the CPUC and consists generally of the right to be paid a specified amount from nonbypassable rates charged to residential and small commercial customers. The rate reduction notes are being repaid over 10 years through these nonbypassable residential and small commercial customer rates, which constitute the transition property purchased by SCE Funding LLC. The remaining series of outstanding rate reduction notes have scheduled maturities through 2007, with interest rates ranging from 6.38% to 6.42%. The notes are collateralized by the transition property and are not collateralized by, or payable from, assets of SCE or Edison International. SCE used the proceeds from the sale of the transition property to retire debt and equity securities. Although, as required by accounting principles generally accepted in the United States, SCE Funding LLC is consolidated with SCE and the rate reduction notes are shown as long-term debt in the consolidated financial statements, SCE Funding LLC is legally separate from SCE. The assets of SCE Funding LLC are not available to creditors of SCE or Edison International and the transition property is legally not an asset of SCE or Edison International.

Cash Flowsfrom Investing Activities Cash flows from investing activities are affected by additions to property and plant and funding of nuclear decommissioning trusts.

Additions to SCE's property and plant during 2003 were approximately $1.2 billion, primarily for transmission and distribution assets. Additions to SCE's property and plant during 2002 were approximately $1.0 billion, primarily for transmission and distribution assets.

Investing cash flows from discontinued operations in 2003 represents the proceeds received from SCE's sale of its fuel oil pipeline business.

Nuclear decommissioning costs are recovered in utility rates. These costs are expected to be funded from independent decommissioning trusts that receive SCE contributions of approximately $32 million per year. The fair value of decommissioning SCE's nuclear power facilities is $2.1 billion as of December 31, 2003, based on site-specific studies performed in 2001 for San Onofre and Palo Verde. As of December 31, 2003, the decommissioning trust balance was $2.5 billion. The CPUC has set certain restrictions related to the investments of these trusts. Contributions to the decommissioning trusts are reviewed every three years by the CPUC. The contributions are determined from an analysis of estimated decommissioning costs, the current value of trust assets and long-term forecasts of cost escalation and after-tax return on trust investments. Favorable or unfavorable investment performance in a period will not change the amount of contributions for that period. However, trust performance for the three years leading up to a CPUC review proceeding will provide input into future contributions. SCE's costs to decommission San Onofre Unit I are paid from the nuclear decommissioning trust funds. These withdrawals from the decommissioning trusts are netted with the contributions to the trust funds in the Consolidated Statements of Cash Flows.

DISPOSITION AND DISCONTINUED OPERATIONS On July 10, 2003, the CPUC approved SCE's sale of certain oil storage and pipeline facilities to Pacific Terminals LLC for $158 million. In third quarter 2003, SCE recorded a $44 million after-tax gain to shareholders. In accordance with an accounting standard related to the impairment and disposal of long-lived assets, this oil storage and pipeline facilities unit's results have been accounted for as a discontinued operation in the 2003 financial statements. Due to immateriality, the results of this unit for prior years have not been restated and are reflected as part of continuing operations.

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Southern California Edison Company ACQUISITION On July 17, 2003, SCE signed an option agreement with Sequoia Generating LLC, a subsidiary of InterGen, to acquire Mountainview Power Company LLC, the owner of a new 1,054-megawatt, combined-cycle, natural gas-fired power plant currently being developed in Redlands, California.

Mountainview Power Company LLC would sell all the output of the power plant to SCE pursuant to a 30-year tolling power-purchase agreement. The power-purchase agreement would be a cost-based contract providing for recovery of investrnient, fixed and variable costs, and a regulated rate of return, over the 30-year life of the contract. On December 18, 2003, the CPUC approved the Mountainview power-purchase agreement, subject to SCE receiving a FERC decision approving the agreement without any modifications that would have potential rate impacts. On February 25, 2004, the FERC granted conditional approval of the Mountainview power-purchase agreement. On March 1, 2004, a CPUC administrative law judge issued a proposed decision that would accept the conditions in the FERC approval of the power-purchase agreement. The matter is scheduled to be considered by the CPUC at its meeting on March 16, 2004. On February 28, 2004, SCE exercised its option to purchase Mountainview Power LLC. SCE currently anticipates that it will close the purchase before the end of March 2004 and recommence construction of the project immediately thereafter. SCE estimates that the project will be completed in March 2006 at a cost of approximately $600 million, excluding financing costs. SCE expects to finance the capital costs of the project with debt and equity at the utility level consistent with its authorized capital structure.

CRITICAL ACCOUNTING POLICIES The accounting policies described below are viewed by management as critical because their application is the most relevant and material to SCE's results of operations and financial position and these policies require the use of material judgments and estimates.

Asset Impairment SCE evaluates long-lived assets whenever indicators of potential impairment exist. Accounting standards require that if the undiscounted expected future cash flow from a company's assets or group of assets (without interest charges) is less than its carrying value, an asset impairment must be recognized in the financial statements. The amount of impairment is determined by the difference between the carrying amount and fair value of the asset.

The assessment of impairment is a critical accounting estimate because significant management judgment is required to determine: (1) if an indicator of impairment has occurred, (2) how assets should be grouped, (3) the forecast of undiscounted expected future cash flow over the asset's estimated useful life, and (4) if an impairment exists, the fair value of the asset or asset group. Factors SCE considers important, which could trigger an impairment, include operating losses from a project, projected future operating losses, the financial condition of counterparties, or significant negative industry or economic trends.

During the fourth quarter of 2002, SCE assessed the impairment of Mohave due to the probability of a plant shutdown at the end of 2005. Because the expected undiscounted cash flows from the plant during the years 2003-2005 were less than the $88 million carrying value of the plant as of December 31, 2002, SCE incurred an impairment charge of $61 million. However, in accordance with accounting principles for rate regulated companies, this incurred cost was deferred and recorded as a regulatory asset, due to the expectation that the unrecovered book value of Mohave at the time of shutdown will be recovered through the rate-making process. See "Regulatory Matters-Generation and Power Procurement-Mohave Generating Station and Related Proceedings," and "-Rate Regulated Enterprises."

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-I Management's Discussion and Analysis of Financial Condition and Results of Operations Income Taxes The accounting standard for income taxes requires the asset and liability approach for financial accounting and reporting for deferred income taxes. SCE provides deferred income taxes for all significant income tax temporary differences.

As part of the process of preparing its consolidated financial statements, SCE is required to estimate its income taxes in each of the jurisdictions in which it operates. This process involves estimating actual current tax expense together with assessing temporary differences resulting from differing treatment of items, such as depreciation, for tax and accounting purposes. These-differences result in deferred tax assets and liabilities, which are included within SCE's consolidated balance sheet. Management continually evaluates its income tax exposures and provides for allowances and/or reserves as deemed necessary.

Pensions and PostretirementBenefits Other Than Pensions Pension and other postretirement obligations and the related effects on results of operations are calculated using actuarial models. Two critical assumptions, discount rate and expected return on assets, are important elements of plan expense and liability measurement' Additionally, health care cost trend rates are critical assumptions for the postretirement health care plan. These critical assumptions are evaluated at least annually. Other assumptions, such as retirement, mortality and turnover, are evaluated periodically and updated to reflect actual experience.

The discount rate enables SCE to state expected future cash flows at a present value on the measurement date. At the December 31,' 2003 measurement date, SCE used a discount rate of 6% for pensions and 6.25% for postretirement benefits other than pensions (PBOP) that represented the market interest rate for high-quality fixed income investments.

To determine the expected long-term rate of return on pension plan assets, current and expected asset allocations are considered, as well as historical and expected returns on plan assets. The expected rate of return on plan assets was 8.5% for pensions and 8.2% for PBOP. A portion of PBOP trust asset returns are subject to taxation, so the 8.2% figure above is determined on an after-tax basis. Actual returns on pension plan assets were 27.6%, 7.3%, and 10.8% for the one-year, five-year and ten-year periods ended December 31, 2003, respectively. Actual returns on PBOP plan assets were 26%, 2.2%, and 9.1% over the same periods. Accounting principles provide that differences between expected and actual returns are recognized over the average future service of employees.

At December 31, 2003, SCE's pension plans included $2.8 billion in projected benefit obligation (PBO),

$2.4 billion in accumulated benefit obligation (ABO) and $2.8 billion in plan assets. A1 % decrease in the discount rate would increase the PBO by $205 million, and a-1%increase would decrease the PBO by

$191 million, with corresponding changes in the ABO. A1% decrease in the expected rate of return on plan assets would increase pension expense by $22 million.

SCE records pension expense equal to the amount funded to the trusts, as calculated using an actuarial method required for ratemaking purposes, in which the impact of market volatility on plan assets is recognized in earnings on a more gradual basis. Any difference between pension expense calculated in accordance with ratemaking methods and pension expense or income calculated in accordance with accounting standards, is accumulated in a regulatory asset or liability, and will, over time, be recovered from or returned to customers. As of December 31, 2003, this cumulative difference amounted to a regulatory liability of $140 million, meaning that the ratemaking method has resulted in recognizing 30

Southern California Edison Company

$140 million more in expense than the accounting method since implementation of the pension accounting standard in 1987.

Under accounting standards, if the ABO exceeds the market value of plan assets at the measurement date, the difference may result in a reduction to shareholders' equity through a charge to other comprehensive income, but would not affect current income. The reduction to other comprehensive income would be restored through shareholders' equity in future periods to the extent the market value of trust assets exceeded the ABO.

See "Other Developments-Employee Compensation and Benefit Plans" for information related to SCE's cash balance pension plan.

At December 31, 2003, SCE's PBOP plan included $2.1 billion in PBO and $1.4 billion in plan assets.

Total expense for these plans was $117 million for 2003. Increasing the health care cost trend rate by one percentage point would increase the accumulated obligation as of December 31, 2003 by $305 million and annual aggregate'service and interest costs by $27 million. Decreasing the health care cost trend rate by one percentage point would decrease the accumulated obligation as of December 31, 2003 by $248 million and annual aggregate service and interest costs by $22 million.

On December 8, 2003, President Bush signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The Act authorized a federal subsidy to be provided to plan sponsors for certain prescription drug benefits under Medicare. SCE has elected to defer accounting for the effects of the Act until the earlier of the issuance of guidance,by the Financial Accounting Standards Board on how to account for the Act, or the remeasurement of plan assets and obligations subsequent to January 31, 2004. Accordingly, any measures of the accumulated postretirement benefit obligation or net periodic postretirement benefit expense above do not reflect the effects of the Act on SCE's plan. Specific authoritative guidance on the accounting for the federal subsidy is pending and that guidance, when issued, could require SCE to restate previously reported information.

Rate Regulated Enterprises SCE applies accounting principles for rate-regulated enterprises to the portion of its operations, in which regulators set rates at levels intended to recover the estimated costs of providing service, plus a return on capital. Due to timing and other differences in the collection of revenue, these principles allow an incurred cost that would otherwise be charged to expense by a nonregulated entity to be capitalized as a regulatory asset if it is probable that the cost is recoverable through future rates and conversely allow creation of a regulatory liability for probable future costs collected through rates in advance. SCE's management continually assesses whether the regulatory assets are probable of future recovery by considering factors such as the current regulatory environment, the issuance of rate orders on recovery of the specific incurred cost or a similar incurred cost to SCE or other rate-regulated entities in California, and assurances from the regulator (as well as its primary intervenor groups) that the incurred cost will be treated as an allowable cost (and not challenged) for rate-making purposes. Because current rates include the recovery of existing regulatory assets and settlement of regulatory liabilities, and rates in effect are expected to allow SCE to earn a reasonable rate of return, management believes that existing regulatory assets and liabilities are probable of recovery. This determination reflects the current political and regulatory climate in California and is subject to change in the future. If future recovery of costs ceases to be probable, all or part of the regulatory assets and liabilities would have to be written off against current period earnings. At December 31, 2003, the Consolidated Balance Sheets included regulatory assets, less regulatory liabilities, of $234 million. Management continually evaluates the anticipated recovery of regulatory assets, liabilities, and revenue subject to refund and provides for allowances and/or reserves as deemed necessary.

31

Management's Discussion and Analysis of Financial (Qo tition and Results of Operations SCE applied judgment in the a-of the above principles when it: (1) created the $3.6 billion PROACT regulatory asset in the fourth quarter of 2001; (2) restored $480 million (after-tax) of generation-related regulatory assets based on the URG decision in the second quarter of 2002; and (3) established a

$61 million regulatory asset related to the impaired Mohave in the fourth quarter of 2002. In all instances, SCE recorded corresponding credits to earnings upon concluding that such incurred costs were probable of recovery in the future. See further discussion in "Results of Operations and Historical Cash Flow Analysis-Results of Operations-Earnings" and "Regulatory Matters-Generation and Power Procurement-PROACT Regulatory Asset," "-Utility-Retained Generation," and "-Mohave Generating Station and Related Proceedings" sections.

NEW ACCOUNTING PRINCIPLES On January 1, 2003, SCE adopted a new accounting standard, Accounting for Asset Retirement Obligations, which requires entities to record the fair value of a liability for a legal asset retirement obligation (ARO) in the period in which it is incurred. When the liability is initially recorded, the entity capitalizes the cost by increasing the carrying amount of the related long-lived asset. Over time, the liability is increased to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles the obligation for its recorded amount or incurs a gain or loss upon settlement. However, rate-regulated entities may recognize regulatory assets or liabilities as a result of timing differences between the recognition of costs as recorded in accordance with this standard and the recovery of costs through the rate-making process.

Regulatory assets and liabilities may also be recorded when it is probable that the ARO will be recovered through the rate-making process. I i

SCE's impacts of adopting this standard were: I

• SCE adjusted its nuclear decommissioning obligation to reflect the fair value of decommissioning its nuclear power facilities. SCE also recognized AROs associated with the decommissioning of other coal-fired generation assets. Fair values were determined based on site-specific studies conducted by third-party contractors.

• At December 31, 2002, SCE had accrued $2.3 billion to decommission its nuclear facilities and

$12 million to decommission its share of a coal-fired generating plant, under accounting principles in effect at that time. Of these amounts, $298 million to decommission its inactive nuclear facility was recorded in other long-term liabilities, and the remaining $2.0 billion was recorded as a component of the accumulated provision for depreciation and decommissioning on the consolidated balance sheets in the 2002 Annual Report.

• As of January 1, 2003, SCE reversed the $2.3 billion it had previously recorded for decommissioning, recorded the fair value of its AROs of approximately $2.02 billion in the deferred credits and other liabilities section of the balance sheet, and increased its unamortized nuclear investment by

$303 million. The cumulative effect of a change in accounting principle from unrecognized accretion expense and adjustments to depreciation, decommissioning and amortization expense recorded to date was a $354 million after-tax gain, which under accounting standards for rate-regulated enterprises was deferred as a regulatory liability, partially offset by a $235 million deferred tax asset, as of January 1, 2003. Accretion expense on the ARO ($128 million) and depreciation expense on the new asset

($15 million) resulting from the application of the new standard in 2003 reduced the regulatory liability, with no impact on earnings. SCE's ARO liability account increased from $2.02 billion to $2.08 billion in 2003, with the $128 million in accretion partially offset by $68 million in expenditures related to the decommissioning of its inactive nuclear facility. As of December 31, 2003, SCE's ARO for its nuclear 32

Southern California Edison Company facilities totaled approximately $2.07 billion and its nuclear decommissioning trust assets had a fair value of $2.5 billion. If the new standard had been in place on January 1, 2002, SCE's ARO as of that date would have been $1.98 billion. If the standard had been applied retroactively for the years ended December 31, 2002 and 2001, it would not have had any impact on SCE' s results of operations.

• SCE has collected in rates amounts for the future costs of removal and decommissioning of assets, and has historically recorded these amounts in accumulated provision for depreciation. However, in accordance with recent Securities and Exchange Commission accounting guidance, the amounts accrued in accumulated provision for depreciation for decommissioning and costs of removal were reclassified to regulatory liabilities as of December 31, 2002. The cost of removal amounts collected for assets not legally required to be removed remain in regulatory liabilities as of December 31, 2003. Amounts collected through rates for cost of removal of plant assets not considered to be legal obligations ($2.02 billion at December 3 1, 2003 and $1.92 billion at December 31, 2002) are included in regulatory liabilities.

Effective July 1, 2003, SCE adopted a new accounting standard, Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity, which required issuers to classify certain freestanding financial instruments as liabilities. These freestanding liabilities include mandatorily redeemable financial instruments, obligations to repurchase the issuer's equity shares by transferring assets and certain obligations to issue a variable number of shares. Effective July 1, 2003, SCE reclassified its preferred stock subject to mandatory redemption to the liabilities section of its consolidated balance sheet. This item was previously classified between liabilities and equity. In addition, effective July 1, 2003, dividend payments on this instrument are included in interest expense -

net of amounts capitalized on SCE' s consolidated statements of income. Prior period financial statements are not permitted to be restated for these changes. Therefore, upon adoption there was no cumulative impact incurred due to this accounting change.

In May 2003, the Emerging Issues Task Force (EITF) reached a consensus on Determining Whether an Arrangement Contains a Lease, which provides guidance on how to determine whether an arrangement contains a lease that is within the scope of the standard, Accounting for Leases. A lease is defined as an agreement conveying the right to use property, plant, or equipment (land and/or depreciable assets) usually for a stated period of time. The guidance issued by the EITF could affect the classification of a power sales agreement that meets specific criteria, such as a power sales agreement for substantially all of the output from a power plant to one customer. If a power sales agreement meets the guidance issued by the EITF, it would be accounted for as a lease subject to the lease accounting standard. The consensus is effective prospectively for arrangements entered into or modified after June 30, 2003. The consensus had no impact on SCE's financial statements as of December 31, 2003.

In December 2003, the Financial Accounting Standards Board issued a revision to an accounting Interpretation (originally issued in January 2003), Consolidation of Variable Interest Entities (VIEs).

The primary objective of the Interpretation is to provide guidance on the identification of, and financial reporting for, so-called "variable interest entities," where control may be achieved through means other than voting rights. Under the Interpretation, the enterprise that, using a discounted cash flow method, is expected to absorb or receive the majority of a VIE's expected losses or residual returns, or both, must consolidate the VIE. This Interpretation is effective for special purpose entities, as defined by accounting principles generally accepted in the United States, as of December 31, 2003, and all other entities as of March 31, 2004.

Guidance related to implementation of this Interpretation is evolving. SCE has over 240 long-term power-purchase contracts with independent power producers that own QFs. SCE was required under federal law to sign such contracts, which typically require SCE to purchase 100% of the power produced 33

Management's Discussion and Analysis of Financial Condition and Results of Operations by these facilities, and the CPUC controls the terms and pricing. Under this accounting Interpretation, SCE could be required to consolidate some or all of the entities that hold these contracts depending on 1) whether these power generators are considered to be VIEs, and 2) whether SCE is considered to be the consolidating entity. These entities are not legally obligated to provide the financial information to SCE, which would be required to determine whether SCE must consolidate these entities. SCE does not know which, if any, of these entities will provide the necessary information. SCE has no investment in, nor obligation to provide support to, these entities other than its requirement to make payment as required by the power-purchase agreements. However, if SCE is required to consolidate these entities, it may be required to recognize losses to the extent of any negative equity. These losses, if any, would not affect SCE's liquidity. Edison Mission Energy, a wholly owned subsidiary of Edison International, has 49% to 50% ownership in four QF partnerships that have long-term power sales contracts with SCE. Edison Mission Energy accounts for these projects using the equity method. If long-term power-purchase contracts are deemed to be variable interests, and due to the related-party nature of this transaction, it is likely that these four QFs could be consolidated by either Edison Mission Energy or SCE.

COMMITMENTS SCE's commitments for the years 2004 through 2008 and thereafter are estimated below:

In millions 2004 2005 2006 2007 2008 Thereafter Long-term debt maturities and sinking fund requirements $ 371 $ 442 $ 446 $ 1,251 $ - $1,982 Estimated noncancelable lease payments 13 10 7 6 4 8 Fuel supply contract payments 182 126 58 66 51 495 Purchased-power capacity payments 682 663 637 637 444 3,621 Unconditional purchase obligations 10 10 10 10 10 89 Preferred securities redemption requirements 9 9 9 69 54 -

SCE's projected construction expenditures for 2004 are $1.9 billion, including the investment and projected construction expenditures for the Mountainview project (see "Acquisition"). These expenditures are planned to be financed primarily through cash generated from operations and borrowings.

Leases SCE has operating leases, primarily for vehicles, with varying terms, provisions and expiration dates.

Fuel Supply Contracts SCE has fuel supply contracts which require payment only if the fuel is made available for purchase.

Certain SCE gas and coal fuel contracts require payment of certain fixed charges whether or not gas or coal is delivered. In addition, fuel supply contract payments include payments for nuclear fuel commitments.

Power Purchase Contracts SCE has power-purchase contracts with certain QFs (cogenerators and small power producers) and other utilities. These contracts provide for capacity payments if a facility meets certain performance obligations and energy payments based on actual power supplied to SCE. There are no requirements to 34

Southern California Edison Company make debt-service payments. In an effort to replace higher-cost contract payments with lower-cost replacement power, SCE has entered into purchased-power settlements to end its contract obligations with certain QFs. The settlements are reported as power purchase contracts on the balance sheets. In addition, SCE entered into bilateral forward power contracts during 2003, which contain capacity payment provisions.

Unconditional Purchase Obligations SCE has unconditional purchase obligations for part of a power plant's generating output, as well as firm transmission service from another utility. Minimum payments are based, in part, on the debt-service requirements of the provider, whether or not the plant or transmission line is operable. The purchased-power contract is expected to provide approximately 5% of current or estimated future operating capacity, and is reported as power-purchase contracts (approximately $28 million).

Other Commitments SCE's expected contributions (all by the employer) for its pension and PBOP plans are approximately

$33 million and $100 million, respectively, for the year ended December 31, 2004. These amounts are subject to change based on, among other things, the limits established for federal tax deductibility (pension plan) and the impact of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (PBOP plan).

35

Responsibility for Financial Reporting Southern California Edison Company The management of Southern California Edison Company (SCE) is responsible for the integrity and objectivity of the accompanying financial statements. The statements have been prepared in accordance with accounting principles generally accepted in the United States and are based, in part, on management estimates and judgment.

SCE maintains systems of internal control to provide reasonable, but not absolute, assurance that assets are safeguarded, transactions are executed in accordance with management's authorization and the accounting records may be relied upon for the preparation of the financial statements. There are limits inherent in all systems of internal control, the design of which involves management's judgment and the recognition that the costs of such systems should not exceed the benefits to be derived. SCE believes its systems of internal control achieve this appropriate balance. These systems are augmented by internal audit programs through which the adequacy and effectiveness of internal controls and policies and procedures are monitored, evaluated and reported to management. Actions are taken to correct deficiencies as they are identified.

SCE's independent auditors, PricewaterhouseCoopers LLP, are engaged to audit the financial statements in accordance with auditing standards generally accepted in the United States and to express an informed opinion on the fairness, in all material respects, of SCE's reported results of operations, cash flows and financial position.

As a further measure to assure the ongoing objectivity of financial information, the Audit Committee of the Board of Directors, which is composed of outside directors, meets periodically, both jointly and separately, with management, the independent auditors and internal auditors, who have unrestricted access to the committee. The committee annually appoints a firm of independent auditors (who are ultimately responsible to the committee) to conduct audits of SCE's financial statements; considers the independence of such firm and the overall adequacy of the audit scope and SCE's systems of internal control; reviews financial reporting issues; and is advised of management's actions regarding financial reporting and internal control matters.

SCE maintains high standards in selecting, training and developing personnel to assure that its operations are conducted in conformity with applicable laws and is committed to maintaining the highest standards of personal and corporate conduct. Management maintains programs to encourage and assess compliance with these standards.

Thomas M. Noonan Alan J. Fohrer Vice President ChiefExecutive Officer and Controller March 10, 2004 36

Southern California Edison Company Independent Auditors Report of Independent Auditors Southern California Edison Company To the Board of Directors and Shareholder of Southern California Edison Company:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, comprehensive income, cash flows and changes in common shareholder's equity present fairly, in all material respects, the financial position of Southern California Edison Company and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

These financial statements are the responsibility of the Company's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The financial statements of the Company for the year ended December 31, 2001 were audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on the financial statements in their report dated March 25, 2002.

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for asset retirement costs as of January 1, 2003, and financial instruments with characteristics of both debt and equity as of July 1, 2003.

Los Angeles, California March 10, 2004 37

Report of Predecessor Independent Accountants Southern California Edison Company THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP To Southern California Edison Company:

We have audited the accompanying consolidated balance sheets of Southern California Edison Company (SCE, a California corporation) and its subsidiaries as of December 31, 2001, and 2000, and the related consolidated statements of income (loss), comprehensive income (loss), cash flows and changes in common shareholder's equity for each of the three years in the period ended December 31, 2001. These financial statements are the responsibility of SCE's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of SCE and its subsidiaries as of December 31, 2001, and 2000, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP Los Angeles, California March 25, 2002 38

Consolidated Statements of Income Southern California Edison Company In millions Year ended December 31, 2003 2002 2001 Operating revenue $ 8,854 $ 8,706 $ 8,126 Fuel 235 243 212 Purchased power 2,786 2,016 3,770 Provisions for regulatory adjustment clauses - net 1,138 1,502 (3,028)

Other operation and maintenance 2,054 1,926 1,771 Depreciation, decommissioning and amortization 882 780 - 681 Property and other taxes 168 117 .112 Net gain on sale of utility plant (5) .(5) (9)

Total operating expenses 7,258 6,579 3,509 Operating income 1,596 2,127 4,617 Interest and dividend income - 100 . 262 215 Other nonoperating income 72 75 57 Interest expense - net of amounts capitalized (457) (584) (785)

Other nonoperating deductions (41) 9 (38)

Income from continuing operations before tax 1,270 1,889 4,066 Income tax 388 642 1,658 Income from continuing operations 882 1,247 2,408 Income from discontinued operations 82 Income tax on discontinued operations 32 -

Net income 932 1,247 2,408 Dividends on preferred stock 10 19 22 Net income available for common stock $ 922 $ 1,228 $ 2,386 Consolidated Statements of Comprehensive Income In millions Year ended December 31, 2003 2002 2001 Net income $932 $ 1,247 $ 2,408 Other comprehensive income, net of tax:

Minimum pension liability adjustment (4) (5)

Cumulative effect of change in accounting for derivatives - - 398 Unrealized gain (loss) on and amortization of cash flow hedges 1- 11 (420)

Comprehensive income $ 929 $ 1,253 $ 2,386 The accompanying notes are an integral part of these financial statements.

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Consolidated Balance Sheets In millions December 31, 2003 2002 ASSETS Cash and equivalents $ 95 $ 992 Restricted cash 66 47 Receivables, less allowances of $30 and $36 for uncollectible accounts at respective dates 751 767 Accrued unbilled revenue 408 437 Fuel inventory 10 12 Materials and supplies, at average cost 168 153 Accumulated deferred income taxes - net 508 299 Regulatory assets - net - 459 Prepayments and other current assets 58 57 Total current assets 2,064 3,223 Nonutility property - less accumulated provision for depreciation of $24 and $15 at respective dates 116 103 Nuclear'decommissioning trusts 2,530 2,210 Other investments 153 235 Total investments and other assets 2,799 2,548 Utility plant, at original cost:

Transmission and distribution 14,861 14,202 Generation 1,371 1,348 Accumulated provision for depreciation (4,386) (4,057)

Construction work in progress 600 529 Nuclear fuel, at amortized cost 141 153 Total utility plant 12,587 12,175 Regulatory assets - net 510 Other deferred charges 506 629 Total deferred charges 1,016 629 Assets of discontinued operations 62 Total assets $ 18,466 $'18,637 The accompanying notes are an integral part of these financial statements.

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Southern California Edison Company In millions, except share amounts December 31, 2003 2002 LIABILITIES AND SHAREHOLDERS' EQUITY Short-term debt $ 200 $ -

Long-term debt due within one year 371 1,671 Preferred stock to be redeemed within one year 9 9 Accounts payable 891 665 Accrued taxes 556 699 Regulatory liabilities - net 276 -

Other current liabilities 1,258 1,469 Total current liabilities 3,561 4,513 Long-term debt 4,121 4,525 Accumulated deferred income taxes - net 2,726 2,915 Accumulated deferred investment tax credits 136 148 Customer advances and other deferred credits 427 609 Power-purchase contracts 213 309 Preferred stock subject to mandatory redemption 141 Accumulated provision for pensions and benefits 330 356 Asset retirement obligations 2,084 Regulatory liabilities - net 393 Other long-term liabilities 243 209 Total deferred credits and other liabilities 6,300 4,939 Total liabilities 13,982 13,977 Commitments and contingencies (Notes 2, 9 and 10)

Preferred stock subject to mandatory redemption - 147 Common stock (434,888,104 shares outstanding at each date) 2,168 2,168 Additional paid-in capital 338 340 Accumulated other comprehensive loss (19) (16)

Retained earnings 1,868 1,892 Total common shareholder's equity 4,355 4,384 Preferred stock not subject to mandatory redemption 129 129 Total shareholders' equity 4,484 4,513 Total liabilities and shareholders' equity $ 18,466 $ 18,637 The accompanying notes are an integral part of these financial statements.

41

Consolidated Statements of Cash Flows Southern California Edison Company In millions Year ended December 31, 2003 2002 2001 Cash flows from operating activities:

Income from continuing operations $ 882 $ 1,247 $ 2,408 Adjustments to reconcile to net cash provided by operating activities:

Depreciation, decommissioning and amortization 882 780 681 Other amortization 101 106 82 Deferred income taxes and investment tax credits (49) (640) 1,313 Regulatory assets - long-term- net 495 1,860 (3,135)

Gas options 75 14 (91)

Other assets 121 7 (68)

Other liabilities (374) 132 17 Changes in working capital:

Receivables and accrued unbilled revenue 45 338 (243)

Regulatory assets - short-term - net 697 (376) (278)

Fuel inventory, materials and supplies (13) (11) (16)

Prepayments and other current assets (22) 41 (21)

Accrued interest and taxes (143) (191) 365 Accounts payable and other current liabilities 13 (2,676) 2,251 Operating cash flows from discontinued operations (34) - -

Net cash provided by operating activities 2,676 631 3,265 Cash flows from financing activities:

Long-term debt issuance costs (11) (32)

Long-term debt repaid (1,263) (1,200)

Bonds remarketed (repurchased) and funds held in trust - net - 191 (130)

Redemption of preferred stock (6) (100)

Rate reduction notes repaid (246) (246) (246)

Nuclear fuel financing - net - (59) (21)

Short-tern debt financing - net (4) (527) 676 Dividends paid (955) (40) (1)

Net cash provided (used) by financing activities (2,485) (2,013) 278 Cash flows from investing activities:

Additions to property and plant - net (1,161) (1,046) (688)

Contributions to nuclear decommissioning trusts - net (86) (12) (36)

Sales of investments in other assets 13 18 12 Investing cash flows from discontinued operations 146 -

Net cash used by investing activities (1,088) (1,040) (712)

Net increase (decrease) in cash and equivalents (897) (2,422) 2,831 Cash and equivalents, beginning of year 992 3,414 583 Cash and equivalents, end of year, continuing operations $ 95 $ 992 $ 3,414 The accompanying notes are an integral part of these financial statements.

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Consolidated Statements of Changes in Common Southern California Edison Company Shareholder's Equity Accumulated Total Additional Other Retained Common Common Paid-in Comprehensive Earnings Shareholder's In millions Stock Capital Income (Loss) (Deficit) Equity Balance at December 31, 2000 $ 2,168 $ 334 $ - $ (1,722) $ 780 Net income 2,408 2,408 Cumulative effect of change in accounting for derivatives 398 398 Unrealized loss on and amortization of cash flow hedges (420) (420)

Dividends accrued on preferred stock (22) (22)

Capital stock expense and other 2 2 Balance at December 31, 2001 $ 2,168 $ 336 $ (22) $ 664 $3,146 Net income 1,247 1,247 Minimum pension liability adjustment (9) (9)

Tax effect 4 4 Amortization of loss on cash flow hedges 4 4 Tax effect 7 7 Dividends accrued on preferred stock (19) (19)

Capital stock expense and other 4 4 Balance at December 31, 2002 $ 2,168 $ 340 $ (16) $ 1,892 $ 4,384 Net income 932 932 Minimum pension liability adjustment (7) (7)

Tax effect 3 3 Unrealized loss on and amortization of cash flow hedges 2 2 Tax effect (1) (1)

Dividends declared on common stock (945) (945)

Dividends declared on preferred stock. (10) (10)

Capital stock expense and other (2) (1) (3)

Balance at December 31, 2003 $ 2,168 $ 338 $ (19) $ 1,868 $ 4,355 Authorized common stock is 560 million shares with no par value.

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

43

Notes to Consolidated Financial Statements were reclassified to regulatory liabilities as of December 31, 2002. Upon implementation of the new accounting standard for AROs, SCE reversed the decommissioning amounts collected for assets legally required to be removed and recorded the fair value of this ARO (included in the deferred credits and other liabilities section of the consolidated balance sheet). The cost of removal amounts collected for assets not legally required to be removed remains in regulatory liabilities as of December 31, 2003.

Regulatory assets, less regulatory liabilities, included in the consolidated balance sheets are:

In millions December 31, 2003 2002 Current:

PROACT - net $ - $ 574 Regulatory balancing accounts and other - net (276) (115)

(276) 459 Long-term:

Flow-through taxes - net 974 1,336 Rate reduction notes - transition cost deferral 949 1,215 Unamortized nuclear investment - net 601 630 Nuclear-related ARO investment - net 288 Unamortized coal plant investment - net 66 61 Unamortized loss on reacquired debt 222 237 Environmental remediation 71 70 ARO (720) -

Costs of removal (2,020) (4,231)

Regulatory balancing accounts and other - net 79 289 510 (393)

Total $ 234 $ 66 The regulatory asset related to the rate reduction notes will be recovered over the terms of those notes.

The net regulatory asset related to the unamortized nuclear investment will be recovered by the end of the remaining useful lives of the nuclear assets. SCE has requested a four-year recovery period for the net regulatory asset related to its unamortized coal plant investment. CPUC approval is pending. The other regulatory assets and liabilities are being recovered through other components of electric rates.

Balancing account undercollections and overcollections accrue interest based on a three-month commercial paper rate published by the Federal Reserve. PROACT accrued interest based on the interest expense for the debt issued to finance the procurement-related obligations, net of interest income on SCE's cash balance. Income tax effects on all balancing account changes are deferred.

Related Party Transactions Certain Edison Mission Energy subsidiaries have 49% to 50% ownership in partnerships (QFs) that sell electricity generated by their project facilities to SCE under long-term power purchase agreements with terms and pricing approved by the CPUC. SCE's purchases from these partnerships were $754 million in 2003, $548 million in 2002 and $983 million in 2001.

SCE holds $153 million in notes receivable from affiliates, due in June 2007. The notes were issued by Edison International in second quarter 1997, and assigned to SCE in fourth quarter 1997. A $78 million note receivable from Edison Mission Energy bears interest at LIBOR plus 0.275%; and a $75 million 50

Southern California Edison Company note receivable from Edison Capital bears interest at a 30-day commercial paper rate (4.4% at December 31, 2003).

Restricted Cash SCE's restricted cash represents amounts used exclusively to make scheduled payments on the current maturities of rate reduction notes issued on behalf of SCE by a special purpose entity.

Revenue Operating revenue is recognized as electricity is delivered and includes amounts for services rendered but unbilled at the end of each year. Amounts charged for services rendered are based on CPUC-authorized rates. Rates include amounts for current period costs, plus the recovery of certain previously incurred costs. However, in accordance with accounting standards for rate-regulated enterprises, amounts currently authorized in rates for recovery of costs to be incurred in the future are not considered as revenue until the associated costs are incurred.

Since January 17, 2001, power purchased by the CDWR or through the ISO for SCE's customers is not considered a cost to SCE, because SCE is acting as an agent for these transactions. Further, amounts billed to ($1.7 billion in 2003, $1.4 billion in 2002 and $2.0 billion in 2001) and collected from SCE's customers for these power purchases, CDWR bond-related costs (effective November 15, 2002) and direct access exit fees (effective January 1, 2003) are being remitted to the CDWR and are not recognized as revenue to SCE.

Stock-Based Employee Compensation SCE has three stock-based employee compensation plans, which are described more fully in Note 7.

SCE accounts for those plans using the intrinsic value method. Upon grant, no stock-based employee compensation cost is reflected in net income, as all options granted under those plans had an exercise price equal to the market value of the underlying common stock on the date of grant. Compensation expense recorded under the stock-compensation program was $7 million in 2003, $7 million in 2002 and

$1 million in 2001. The following table illustrates the effect on net income if SCE had used the fair-value accounting method.

In millions Year ended December 31, 2003 2002 2001 Net income available for common stock, as reported $ 922 $ 1,228 $ 2,386 Less: Additional stock-based compensation expense using the fair-value accounting method - net of tax 2 (2) 3 Pro forma net income available for common stock $ 920 $ 1,230 $ 2,383 51

.I Notes to Consolidated Financial Statements Supplemental Accumulated Other Comprehensive Loss Information Supplemental information regarding SCE's accumulated other comprehensive loss is:

In millions December 31, 2003 2002 Minimum pension liability - net' $ (9) S (5)

Unrealized losses on cash flow hedges - net (10) (11)

Accumulated other comprehensive loss $ (19) $ (16) 1 The minimum pension liability is discussed in Note 7, Employee Compensation and Benefit Plans.

Unrealized losses on cash flow hedges relate to SCE's interest rate swap (the swap terminated on January 5, 2001 but the related debt matures in 2008). The unamortized loss of $9 million (as of December 31, 2003, net of tax) on the interest rate swap will be amortized over a period ending in 2008.

Approximately $2 million, after tax, of the unamortized loss on this swap will be reclassified into earnings during 2004. Additionally, SCE recorded a $1 million unrealized loss as of December 31, 2003 on an interest rate hedge that terminated on January 7, 2004.

Supplemental Cash Flows Information SCE supplemental cash flows information is:

In millions Year ended December 31, 2003 2002 2001 Cash payments for interest and taxes:

Interest - net of amounts capitalized $ 390 $ 487 $ 455 Tax payments (receipts) 585 1,110 (105)

Non-cash investing and financing activities:

Details of debt exchange:

Retirement of senior secured credit facility $ (700) - -

Cash paid 500 - -

• Short-term credit facility utilized $ 200 - -

Details of long-term debt exchange offer:

Variable rate notes redeemed $ (966) - -

First and refunding mortgage bonds issued 966 - -

Obligation to fund investment in acquisition $ 8 - -

Details of senior secured credit facility transaction:

Retirement of credit facility - $ (1,650)

Senior secured credit facility replacement - 1,600 Cash paid on retirement of credit facility - $ (50)

Utility Plant Utility plant additions, including replacements and betterments, are capitalized. Such costs include direct material and labor, construction overhead and an allowance for funds used during construction (AFUDC). AFUDC represents the estimated cost of debt and equity funds that finance utility-plant 52

Southern California Edison Company construction. AFUDC is capitalized during plant construction and reported in current earnings in other nonoperating income. AFUDC is recovered in rates through depreciation expense over the useful life of the related asset. Depreciation of utility plant is computed on a straight-line, remaining-life basis.

Depreciation expense stated as a percent of average original cost of depreciable utility plant was 4.3% for 2003, 4.2% for 2002 and 3.6% for 2001.

AFUDC - equity was $21 million in 2003, $11 million in 2002 and $7 million in 2001. AFUDC - debt was $6 million in 2003, $8 million in 2002 and $9 million in 2001.

Replaced or retired property costs are charged to the accumulated provision for depreciation.

Historically, cash payments for removal costs less salvage were charged to the accumulated provision for depreciation and decommissioning and cash collections from customers for future decommissioning were credited to accumulated provision for depreciation and decommissioning. However, as a result of recent guidance from the staff of the Securities and Exchange Commission, SCE reclassified amounts related to removal costs to regulatory liabilities in its December 31, 2003 and 2002 balance sheets. See further discussion in "New Accounting Principles" and "Regulatory Assets and Liabilities."

Estimated useful lives of SCE's property, plant and equipment, as authorized by the CPUC, are as follows:

Generation plant 38 years to 81 years Distribution plant 24 years to 53 years Transmission plant -40 years to 60 years Other plant 5 years to 40 years SCE's net investment in generation-related utility plant was $867 million at December 31, 2003 and

$842 million at December 31, 2002.

Nuclear fuel is recorded as utility plant in accordance with CPUC rate-making procedures.

Note 2. Regulatory Matters CDWR Power Purchases and Revenue Requirement Proceedings In accordance with an emergency order by the Governor of California, the CDWR began making emergency power purchases for SCE's customers on January 17, 2001. In February 2001, a California law was enacted which authorized the CDVWR to: (1) enter into contracts to purchase electric power and sell power at cost directly to SCE's retail customers; and (2) issue bonds to finance those electricity purchases. During the fourth quarter of 2002, the CDWR issued $11 billion in bonds to finance its electricity purchases. The CDWR's total statewide power charge and bond charge revenue requirements are allocated by the CPUC among the customers of SCE, Pacific Gas and Electric (PG&E) and San Diego Gas & Electric (SDG&E). Amounts billed to and collected from SCE's customers for electric power purchased and sold by the CDWR (approximately $1.7 billion in 2003) are remitted directly to the CDWR and are not recognized as revenue by SCE.

CPUCLitigation Settlement Agreement During the California energy crisis, prices charged by sellers of wholesale power escalated far beyond what SCE was permitted by the CPUC to charge its customers. In November 2000, SCE filed a lawsuit 53

Notes to Consolidated Financial Statements against the CPUC in federal district court seeking a ruling that SCE is entitled to full recovery of its electricity procurement costs incurred during the energy crisis in accordance with the tariffs filed with the FERC. In October 2001, SCE and the CPUC entered into a settlement of SCE's lawsuit against the CPUC. A key element of the 2001 CPUC settlement agreement was the establishment of a $3.6 billion regulatory balancing account, called the PROACT, as of August 31, 2001. The Utility Reform Network (TURN) and other parties appealed to the United States Court of Appeals for the Ninth Circuit (Ninth Circuit) seeking to overturn the stipulated judgment of the federal district court that approved the 2001 CPUC settlement agreement. On September 23, 2002, the Ninth Circuit issued its opinion affirming the federal district court on all claims, with the exception of the challenges founded upon California state law, which the Ninth Circuit referred to the California Supreme Court.

On August 21, 2003, the California Supreme Court issued its decision on the certified questions on challenges founded upon California state law, concluding that the 2001 CPUC settlement agreement did not violate California law in any of the respects raised by the Ninth Circuit. Specifically, the California Supreme Court concluded that: (1) the commissioners of the CPUC had the authority to propose the stipulated judgment under the provisions of Califomia's restructuring statute, Assembly Bill 1890, as amended or impacted by subsequent legislation; (2) the procedures employed by the CPUC in entering the stipulated judgment did not violate California's open meeting law for public agencies; and (3) the stipulated judgment did not violate California's public utilities code by allegedly altering rates without a public hearing and issuance of findings.

On October 22, 2003, the California Supreme Court denied TURN's petition for rehearing of the decision. The matter was returned to the Ninth Circuit for final disposition, subject to any efforts by TURN to pursue further federal appeals. On December 19, 2003, the Ninth Circuit unanimously affirmed the original stipulated judgment of the federal district court, and no petition for rehearing was filed. On January 12, 2004, the Ninth Circuit issued its mandate, relinquishing jurisdiction of the case and returning jurisdiction to the federal district court. TURN and those parties whose appeals to the Ninth Circuit were consolidated with TURN's appeal currently have 90 days from December 19, 2003 in which to seek discretionary review from the United States Supreme Court. SCE continues to believe it is probable that recovery of its past procurement costs through regulatory mechanisms, including the PROACT, will not be invalidated. However, SCE cannot predict with certainty the ultimate outcome of further legal proceedings, if any.

Electric Line MaintenancePracticesProceeding In August 2001, the CPUC issued an order instituting investigation regarding SCE's overhead and underground electric line maintenance practices. The order was based on a report issued by the CPUC's Consumer Protection and Safety Division, which alleged a pattern of noncompliance with the CPUC's general orders for the maintenance of electric lines for 1998-2000. The order also alleged that noncompliant conditions were involved in 37 accidents resulting in death, serious injury or property damage. The Consumer Protection and Safety Division identified 4,817 alleged violations of the general orders during the three-year period; and the order put SCE on notice that it could be subject to a penalty of between $500 and $20,000 for each violation or accident. In its opening brief on October 21, 2002, the Consumer Protection and Safety Division recommended that SCE be assessed a penalty of

$97 million.

On June 19, 2003, a CPUC administrative law judge issued a presiding officer's decision on the Consumer Protection and Safety Division report. The decision did the following:

• Fined SCE $576,000 for 2% of the alleged violations involving death, injury or property damage, failure to identify unsafe conditions or exceeding required inspection intervals. The decision did not 54

Southern California Edison Company find that any of the alleged violations compromised the integrity or safety of SCE's electric system or were excessive compared to other utilities.

• Ordered SCE to consult with the Consumer Protection and Safety Division and refine SCE's maintenance priority system consistent with the decision.

• Adopted an interpretation that all of SCE's nonconformances with the CPUC's general orders for the maintenance of electric lines are violations subject to potential penalty.

On July 21, 2003, SCE filed an appeal with the CPUC challenging, among other things, the decision's interpretation of nonconformance. The Consumer Protection and Safety Division also appealed, challenging the fact that the decision did not penalize SCE for 4,721 of the 4,817 alleged violations. A final decision is scheduled to be issued on March 16, 2004.

Generation Procurement Proceedings SCE resumed power procurement responsibilities for its residual-net short position on January 1, 2003, pursuant to CPUC orders and California statutes passed in 2002. The current regulatory and statutory framework requires SCE to assume limited responsibilities for CDWR contracts allocated by the CPUC, and provide full power procurement responsibilities on the basis of annual short-term procurement plans, long-term resource plans and increased procurement of renewable resources.

Short-Tenn ProcurementPlan In 2003, SCE operated under a CPUC-approved short-term procurement plan, which includes contracts entered into during a transitional period beginning in August 2002 for deliveries in 2003 and the allocation of CDWR contracts. In December 2003, the CPUC adopted a 2004 procurement plan for SCE, which established a target level for spot market purchases equal to 5% of monthly need, and allowed SCE to enter into contracts of up to five years.

Long-Term Resource Plan On April 15, 2003, SCE filed its long-term resource plan with the CPUC, which includes a 20-year forecast. SCE's long-term resource plan included both a preferred plan and an interim plan (both described below). On January 22, 2004, the CPUC issued a decision which did not adopt any long-term resource plan, but adopted a framework for resource planning. Until the CPUC approves a long-term resource plan for SCE, SCE will operate under its interim resource plan.

• Preferred Resource Plan: The preferred resourceplan contains long-term commitments intended to encourage investment in new generation and transmission infrastructure, increase long-term reliability and decrease price volatility. These commitments include energy efficiency and demand-response investments, additional renewable resource contracts that will meet or exceed the requirements of legislation passed in 2002, additional utility and third-party owned generation, and new major transmission projects.

• Interim Resource Plan: The interim resource plan, by contrast, relies exclusively on new short- and medium-term contracts with no long-term resource commitments (except for new renewable contracts).

In its long-term resource plan filing, SCE maintained that implementation of its preferred resource plan requires resolution of various issues including: (1) stabilizing SCE's customer base; (2) restoring SCE's 55

I Notes to Consolidated Financial Statements investment-grade creditworthiness; (3) restructuring regulations regarding energy efficiency and demand-response programs; (4) removing barriers to transmission development; (5) modifying prior decisions, which impede long-term procurement; and (6) adopting a commercially realistic cost-recovery framework that will enable utilities to obtain financing and enable contracting for new generation.

Under the framework adopted in the CPUC's January 22, 2004 decision, all load-serving entities in California have an obligation to procure sufficient resources to meet their customers' needs. This resource adequacy requirement phases in over the 2005-2008 period and requires planning reserve margins of 15c-17% of peak load. The decision requires SCE to enter into forward contracts for 90%

of SCE's summer peaking needs a year in advance and to file a revised long-term resource plan in 2004.

The decision does not comprehensively address important issues SCE has raised about its customer base, recovery of indirect procurement costs (including debt equivalence) and other matters.

Procurementof Renewable Resources As part of SCE's resumption of power procurement, in accordance with a California statute passed in 2002, SCE is required to increase its procurement of renewable resources by at least 1% of its annual electricity sales per year so that 20% of its annual electricity sales are procured from renewable resources by no later than December 31, 2017. In June 2003, the CPUC issued a decision adopting preliminary rules and guidance on renewable procurement-related issues, including penalties for noncompliance with renewable procurement targets. As of December 31, 2003, SCE procured approximately 18% of its annual electricity from renewable resources.

SCE has received bids for renewable resource contracts in response to a solicitation it made in August 2003, and is proceeding to enter into negotiations for contracts with some bidders based upon its preliminary bid evaluation.

CDWR ContractAllocation and OperatingOrder The CDWR power-purchase contracts entered into as a result of the California energy crisis have been allocated on a contract-by-contract basis among SCE, PG&E and SDG&E, in accordance with a 2002 CPUC decision. SCE only assumes scheduling and dispatch responsibilities and acts only as a limited agent for the CDWR for contract implementation. Legal title, financial reporting and responsibility for the payment of contract-related bills remain with the CDWR. The allocation of CDWR contracts to SCE significantly reduces SCE's residual-net short and also increases the likelihood that SCE will have excess power during certain periods. SCE has incorporated the CDWR contracts allocated to it in its procurement plans. Wholesale revenue from the sale of excess power, if any, is prorated between the CDWR and SCE.

SCE's maximum annual disallowance risk exposure for contract administration, including administration of allocated CDWR contracts and least cost dispatch of CDWR contract resources, is $37 million. In addition, gas procurement, including hedging transactions, associated with the CDWR contracts is included within the cap.

Holding Company Proceeding In April 2001, the CPUC issued an order instituting investigation that reopened the past CPUC decisions authorizing utilities to form holding companies and initiated an investigation into, among other things:

(1) whether the holding companies violated CPUC requirements to give first priority to the capital needs of their respective utility subsidiaries; (2) any additional suspected violations of laws or CPUC rules and 56

Southern California Edison Company decisions; and (3) whether additional rules, conditions, or other changes to the holding company decisions are necessary.

In January 2002, the CPUC issued an interim decision interpreting the CPUC requirement that the holding companies give first priority to the capital needs of their respective utility subsidiaries. The decision stated that, at least under certain circumstances, holding companies are required to infuse all types of capital into their respective utility subsidiaries when necessary to fulfill the utility's obligation to serve its customers. The decision did not determine whether any of the utility holding companies had violated this requirement, reserving such a determination for a later phase of the proceedings. In February 2002, SCE and Edison International filed an application before the CPUC for rehearing of the decision. In July 2002, the CPUC affirmed its earlier decision on the first priority requirement and also denied Edison International's request for a rehearing of the CPUC's determination that it had jurisdiction over Edison International in this proceeding. In August 2002, Edison International and SCE jointly filed a petition in California state court requesting a review of the CPUC's decisions with regard to first priority requirements, and Edison International filed a petition for a review of the CPUC decision asserting jurisdiction over holding companies. PG&E and SDG&E and their respective holding companies filed similar challenges, and all cases have been transferred to the First District Court of Appeals in San Francisco. On November 26, 2003, the Court of Appeals issued an order indicating it would hear the cases but not decide the merits of the petitions. Oral argument was held before the Court of Appeals on March 5, 2004, and the Court of Appeals is expected to rule within 90 days.

Mohave Generating Station and Related Proceedings In May 2002, SCE filed an application with the CPUC to address certain issues (mainly coal and slurry-water supply issues) facing the future extended operation of Mohave, which is partly owned by SCE.

Mohave obtains all of its coal supply from the Black Mesa Mine in northeast Arizona, located on lands of the Navajo Nation and Hopi Tribe (the Tribes). This coal is delivered from the mine to Mohave by means of a coal slurry pipeline, which requires water from wells located on lands belonging to the Tribes in the mine vicinity.

Due to the lack of progress in negotiations with the Tribes and other parties to resolve several coal and water supply issues, SCE's application stated that SCE would probably be unable to extend Mohave's operation beyond 2005. The uncertainty over a post-2005 coal and water supply has prevented SCE and other Mohave co-owners from making approximately $1.1 billion in Mohave-related investments (SCE's share is $605 million), including the installation of pollution-control equipment that must be put in place in order for Mohave to continue to operate beyond 2005, pursuant to a 1999 consent decree concerning air quality.

Negotiations are continuing among the relevant parties in an effort to resolve the coal and water supply issues, but no resolution has been reached. The Mohave co-owners, the Tribes and the federal government have recently finalized a memorandum of understanding under which the Mohave co-owners will fund, subject to the terms and conditions of the memorandum of understandinga $6 million study of a possible alternative groundwater source for the slurry water. The study is expected to begin in early 2004. SCE and other parties submitted further testimony and made various other filings in 2003 in SCE's application proceeding. On February 9, 2004, the CPUC held a prehearing conference to discuss whether additional testimony and hearings are needed to determine the future of the plant. The CPUC has not issued any ruling as result of the prehearing conference, but has indicated that further testimony can be expected in early to mid-2004. The outcome of the coal and water negotiations and SCE's application are not expected to impact Mohave's operation through 2005, but could have a major impact on SCE's long-term resource plan.

57

Notes to Consolidated Financial Statements For additional matters related to Mohave, see "Navajo Nation Litigation" in Note 10.

In light of all of the issues discussed above, SCE has concluded that it is probable Mohave will be shut down at the end of 2005. Because the expected undiscounted cash flows from the plant during the years 2003-2005 were less than the $88 million carrying value of the plant as of December 31, 2002, SCE incurred an impairment charge of $61 million in 2002. However, in accordance with accounting standards for rate-regulated enterprises, this incurred cost was deferred and recorded as a regulatory asset, based on SCE's expectation that any unrecovered book value at the end of 2005 would be recovered in future rates through a balancing account mechanism presented in its May 2002 application and discussed in its supplemental testimony filed in January 2003.

Wholesale Electricity and Natural Gas Markets In 2000, the FERC initiated an investigation into the justness and reasonableness of rates charged by sellers of electricity in the PX/ISO markets. On March 26, 2003, the FERC staff issued a report concluding that there had been pervasive gaming and market manipulation of both the electric and natural gas markets in California and on the West Coast during 2000-2001 and describing many of the techniques and effects of that market manipulation. SCE is participating in several related proceedings seeking recovery of refunds from sellers of electricity and natural gas who manipulated the electric and natural gas markets. Under the 2001 CPUC settlement agreement, mentioned in "CPUC Litigation Settlement Agreement," 90% of any refunds actually realized by SCE will be refunded to customers, except for the El Paso Natural Gas Company settlement agreement discussed below.

El Paso Natural Gas Company entered into a settlement agreement with parties to a class action lawsuit (including SCE, PG&E and the State of California) settling claims stated in proceedings at the FERC and in San Diego County Superior Court that El Paso Natural Gas Company had manipulated interstate capacity and engaged in other anticompetitive behavior in the natural gas markets in order to unlawfully raise gas prices at the California border in 2000-2001. The San Diego County Superior Court approved the settlement on December 5, 2003. Notice of appeal of that judgment was filed by a party to the action on February 6, 2004. Accordingly, until the appeal is resolved, the judgment is not final and no refunds will be paid. Pursuant to a CPUC decision, SCE will refund to customers any amounts received under the terms of the El Paso Natural Gas Company settlement (net of legal and consulting costs) through its energy resource recovery account mechanism. In addition, amounts El Paso Natural Gas Company refunds to the CDWR will result in equivalent reductions in the CDWR's revenue requirement allocated to SCE.

On February 24, 2004, SCE and PG&E entered into a settlement agreement with The Williams Cos. and Williams Power Company, providing for approximately $140 million in refunds against some of Williams' power charges in 2000-2001. The allocation of refunds under the settlement agreement has not been determined. The settlement is subject to the approval of the FERC, the CPUC and the PG&E bankruptcy court.

Note 3. Derivative Instruments and Hedging Activities SCE's risk management policy allows the use of derivative financial instruments to manage financial exposure on its investments, fluctuations in interest rates and energy prices, but prohibits the use of these instruments for speculative or trading purposes.

On January 1, 2001, SCE adopted a new accounting standard for derivative instruments and hedging activities. SCE also adopted subsequent interpretations of this standard. The standard requires derivative instruments to be recognized on the balance sheet at fair value unless they meet the definition 58

Southern California Edison Company of a normal purchase or sale. The normal purchases and sales exception requires, among other things, physical delivery in quantities expected to be used or sold over a reasonable period in the normal course of business. Gains or losses from changes in the fair value of a recognized asset or liability or a firm commitment are reflected in earnings for the ineffective portion of the hedge. For a hedge of the cash flows of a forecasted transaction, the effective portion of the gain or loss is initially recorded as a separate component of shareholder's equity under the caption "accumulated other comprehensive income," and subsequently reclassified into earnings when the forecasted transaction affects earnings.

The ineffective portion of the hedge is reflected in earnings immediately.

SCE recorded its interest rate swap agreement (terminated January 5, 2001) and its block forward power-purchase contracts at fair value effective January 1, 2001. The unamortized loss of $9 million (as of December 31, 2003, net of tax) on the interest rate swap will be amortized over a period ending in 2008, when the related debt matures.

In December 2003, SCE entered into an interest rate lock to hedge its exposure to changes in interest rates for $825 million of anticipated issuances of first mortgage bonds. SCE recorded a $1 million liability as of December 31, 2003, representing the fair value of the interest rate lock. The lock expired on January 7, 2004, the pricing date of $975 million of new mortgage bonds, resulting in a payment of

$6 million to the counterparties due to a decline in treasury rates. This loss will be treated as a debt discount and amortized over the life of the mortgage bonds.

SCE has bilateral forward power contracts, which are considered normal purchases under accounting rules. SCE is exposed to credit loss in the event of nonperformance by the counterparties to its bilateral forward contracts, but does not expect the counterparties to fail to meet their obligations. The counterparties are required to post collateral depending on the creditworthiness of each counterparty.

In October and November 2001, SCE purchased $209 million of call options that mitigated its exposure to increases in natural gas prices during 2002 and 2003. This amount was recovered through a balancing account mechanism. Amounts paid to QFs for energy are based on natural gas prices. Any fair value changes for gas call options are offset through a regulatory balancing account; therefore, fair value changes do not affect earnings. In fourth quarter 2003, SCE purchased $4 million of call options to hedge some gas price exposure for 2004.

SCE purchases power from certain QFs in which the contract pricing is based on a natural gas index, but the power is not generated with natural gas. A portion of these contracts is not eligible for the normal purchases and sales exception under accounting rules, and the fair value is recorded on the balance sheet.

Any fair value changes for these QF contracts are offset through a regulatory mechanism; therefore, fair value changes do not affect earnings.

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Notes to Consolidated Financial Statements Fair values of financial instruments are:

In millions December 31, 2003 2002 Financial assets:

Decommissioning trusts $ 2,530 $ 2,210 Commodity price derivatives:

Natural gas 3 77 Financial liabilities:

Interest rate hedges 1 -

DOE decommissioning and decontamination fees 18 22 QF power contracts 32 70 Long-term debt 4,446 4,543 Long-term debt due within one year 377 1,722 Preferred stock subject to mandatory redemption 139 129 Preferred stock to be redeemed within one year 9 8 Financial assets' fair values are based on quoted market prices for decommissioning trusts and financial models for commodity price derivatives.

Financial liabilities' fair values are based on: discounted future cash flows for United States Department of Energy (DOE) decommissioning and decontamination fees; financial models for QF power contracts; and brokers' quotes for interest rate hedges, long-term debt and preferred stock.

Due to their short maturities, amounts reported for cash equivalents approximate fair value.

Note 4. Liabilities Almost all SCE properties are subject to a trust indenture lien. SCE has pledged first and refunding mortgage bonds as security for borrowed funds obtained from pollution-control bonds issued by government agencies. SCE used these proceeds to finance construction of pollution-control facilities.

Bondholders have limited discretion in redeeming certain pollution-control bonds, and SCE has arrangements with securities dealers to remarket or purchase them if necessary. As a result of investors' concerns regarding SCE's liquidity difficulties and overall financial condition, SCE had to repurchase

$550 million of pollution-control bonds in December 2000 and early 2001 that could not be remarketed in accordance with their terms. On March 1, 2002, SCE remarketed $196 million of the pollution-control bonds that SCE had repurchased in late 2000.

Debt premium, discount and issuance expenses are amortized over the life of each issue. Under CPUC rate-making procedures, debt reacquisition expenses are amortized over the remaining life of the reacquired debt or, if refinanced, the life of the new debt. California law prohibits SCE from incurring or guaranteeing debt for its nonutility affiliates.

In December 1997, $2.5 billion of rate reduction notes were issued on behalf of SCE by SCE Funding LLC, a special purpose entity. These notes were issued to finance the 10% rate reduction mandated by state law. The proceeds of the rate reduction notes were used by SCE Funding LLC to purchase from SCE an enforceable right known as transition property. Transition property is a current property right created by the restructuring legislation and a financing order of the CPUC and consists generally of the right to be paid a specified amount from nonbypassable rates charged to residential and small commercial 60

Southern California Edison Company customers. The rate reduction notes are being repaid over 10 years through these nonbypassable residential and small commercial customer rates, which constitute the transition property purchased by SCE Funding LLC. The notes are collateralized by the transitioq property and are not collateralized by, or payable from, assets of SCE or Edison International. SCE used the proceeds from the sale of the transition property to retire debt and equity securities. Although, as required by accounting principles generally accepted in the United States, SCE Funding LLC is consolidated with SCE and the rate reduction notes are shown as long-term debt in the consolidated financial statements, SCE Funding LLC is legally separate from SCE. The assets of SCE Funding LLC are not available to creditors of SCE or Edison International and the transition property is legally not an asset of SCE or Edison International.

Long-term debt is:

In millions December 31, 2003 2002 First and refunding mortgage bonds:

2004 - 2026 (5.875% to 8.00% and variable) $1,816 $2,275 Rate reduction notes:

2004 - 2007 (6.38% to 6.42%) 985 1,232 Pollution-control bonds:

2005 - 2040 (5.125% to 7.2% and variable) 1,216 1,216 Bonds repurchased (354) (354)

Debentures and notes:

2006- 2053 (5.06% to 7.625% and variable) 758 1,750 Subordinated debentures:

2044 (8.375%) 100 100 Long-term debt due within one year (371) (1,671)

Unamortized debt discount - net (29) (23)

Total $4,121 $4,525 Note: rates and terms as of December 31, 2003 Long-term debt maturities and sinking-fund requirements for the next five years are: 2004 -

$371 million; 2005 - $442 million; 2006 - $446 million; 2007 - $1.2 billion; and 2008 - zero.

At December 31, 2003, SCE had $200 million in outstanding short-term debt as part of a credit line with a limit of $700 million. The weighted-average rate for this short-term debt was 2.83%.

At December 31, 2002, SCE had no short-term debt, no available short-term credit lines and had fully drawn a long-term credit line of $300 million.

In January 2004, SCE issued $975 million of first and refunding mortgage bonds. The issuance included

$300 million of 5% bonds due in 2014, $525 million of 6% bonds due in 2034 and $150 million of floating rate bonds due in 2006. The proceeds were used to redeem $300 million of 7.25% first and refunding mortgage bonds due March 2026, $225 million of 7.125% first and refunding mortgage bonds due July 2025, $200 million of 6.9% first and refunding mortgage bonds due October 2018, and $100 million of junior subordinated deferrable interest debentures due June 2044. In March 2004, SCE remarketed approximately $550 million of pollution-control bonds with varying maturity dates ranging from 2008 to 2040.

In compliance with a new accounting standard, effective July 1, 2003, SCE reclassified its preferred stock subject to mandatory redemption to the liabilities section of its consolidated balance sheet. This item was previously classified between liabilities and equity.

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Notes to Consolidated Financial Statements SCE has 12 million authorized shares of preferred stock subject to mandatory redemption. Mandatorily redeemable preferred stock is subject to sinking-fund provisions. When preferred shares are redeemed, the premiums paid, if any, are charged to expense.

Preferred stock redemption requirements for the next five years are: 2004 - $9 million; 2005 - $9 million; 2006 - $9 million; 2007 - $69 million; and 2008 - $54 million.

Cumulative preferred stock subject to mandatory redemption is:

Dollars in millions, except per-share amounts December 31, 2003 2002 December 31, 2003 Shares Redemption Outstanding Price

$100 par value:

6.05% Series 693,800 $ 100.00 $ 69 $ 75 7.23 807,000 100.00 81 81 Preferred stock to be redeemed within one year (9) (9)

Total $141 $147 In 2001, SCE did not redeem any preferred stock. In 2002, SCE redeemed 1,000,000 shares of 6.45%

Series preferred stock. In 2003, SCE redeemed 56,200 shares of 6.05% Series preferred stock. SCE did not issue any preferred stock in the last three years.

The 7.23 % Series preferred stock has mandatory sinking funds, requiring SCE to redeem at least 50,000 shares per year from 2002 through 2006, and 750,000 shares in 2007. However, SCE is allowed to credit previously repurchased shares against the mandatory sinking fund provisions. Since SCE had previously repurchased 193,000 shares of this series, no shares were redeemed in 2002 or 2003. At December 31, 2003, SCE had 93,000 of previously repurchased, but not retired, shares available to credit against the mandatory sinking fund provisions.

Note 5. Preferred Stock Not Subject to Mandatory Redemption SCE's authorized shares are: $25 cumulative preferred - 24 million and preference - 50 million. All cumulative preferred stock is redeemable. When preferred shares are redeemed, the premiums paid, if any, are charged to common equity.

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Southern California Edison Company Cumulative preferred stock not subject to mandatory redemption is:

Dollars in millions, except per-share amounts December 31, 2003 2002 December 31. 2003 Shares Redemption Outstanding Price

$25 par value:

4.08% Series 1,000,000 $ 25.50 $ 25 $ 25 4.24 1,200,000 25.80 30 30 4.32 1,653,429 28.75 41 41 4.78 1,296,769 25.80 33 33 Total $129 $129 Note 6. Income Taxes SCE and its subsidiaries are included in Edison International's consolidated federal income tax and combined state franchise tax returns. Under an income tax allocation agreement approved by the CPUC, SCE's tax liability is computed as if it filed a separate return.

Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Investment tax credits are amortized over the lives of the related properties.

The components of the net accumulated deferred income tax liability are:

In millions December 31, 2003 2002 Deferred tax assets:

Accrued charges $ 334 $ 416 Investment tax credits 68 73 Property-related 243 178 Regulatory balancing accounts 144 5,365 Unrealized gains or losses 365 274 Decommissioning 166 Other 199 212 Total $1,519 $ 6,518 Deferred tax liabilities:

Property-related $2,762 $ 2,847 Capitalized software costs 160 204 Regulatory balancing accounts 360 5,606 Unrealized gains and losses 262 171 Decommissioning 30 Other 163 306 Total $3,737 $ 9,134 Accumulated deferred income taxes -net $2,218 $ 2,616 Classification of accumulated deferred income taxes:

Included in deferred credits $2,726 $ 2,915 Included in current assets 508 299 63

Notes to Consolidated Financial Statements The components of income tax expense from continuing operations by location of taxing jurisdiction are:

In millions Year ended December 31, 2003 2002 2001 Current:

Federal $ 408 $ 990 $ 240 State 174 273 29 582 1,263 269 Deferred:

Federal (134) (504) 1,052 State (60) (117) 337 (194) (621) 1,389 Total $ 388 $ 642 $1,658 The federal statutory income tax rate is reconciled to the effective tax rate below:

Year ended December 31, 2003 2002 2001 Federal statutory rate 35.0% 35.0% 35.0%

Favorable resolution of audit (2.8) (1.9) -

Resolution of FERC rate case (5.9) - -

Property-related and other (1.8) (4.5) -

State tax - net of federal deduction 6.0 5.4 5.8 Effective tax rate 30.5% 34.0% 40.8%

The composite federal and state statutory income tax rate was 40.551% for all years presented. The lower effective tax rate of 34% realized in 2002 was primarily due to reestablishing a tax-related regulatory asset due to implementation of the utility-retained generation decision and recording the benefit of favorable settlement of Internal Revenue Service (IRS) audits.

As a matter of course, SCE is regularly audited by federal and state taxing authorities. For further discussion of this matter, see "Federal Income Taxes" in Note 10.

Note 7. Employee Compensation and Benefit Plans Employee Savings Plan SCE has a 401(k) defined contribution savings plan designed to supplement employees' retirement income. The plan received employer contributions of $33 million in 2003, $30 million in 2002 and

$29 million in 2001.

Pension Plan Defined benefit pension plans (the non-executive plan has a cash balance feature) cover employees meeting minimum service requirements. SCE recognizes pension expense for its non-executive plan as calculated by the actuarial method used for ratemaking.

At December 31, 2003 and December 31, 2002, the accumulated benefit obligations of the executive pension plans exceeded the related plan assets at the measurement dates. In accordance with accounting 64

Southern California Edison Company standards, SCE's balance sheets include an additional minimum liability, with corresponding charges to intangible assets and shareholder's equity (through a charge to accumulated other comprehensive income). The charge to accumulated other comprehensive income would be restored through shareholder's equity in future periods to the extent the fair value of the plan assets exceed the accumulated benefit obligation.

The expected contributions (all by the employer) are approximately $33 million for the year ended December 31, 2004. This amount is subject to change based on, among other things, the limits established for federal tax deductibility.

SCE uses a December 31 measurement date for all of its plans.

Information on plan assets and benefit obligations is shown below:

In millions Year ended December 31, 2003 2002 Change in projected benefit obligation Projected benefit obligation at beginning of year $ 2,550 $ 2,371 Service cost 79 69 Interest cost 162 158 Actuarial loss 148 90 Benefits paid (130) (138)

Projected benefit obligation at end of year $ 2,809 $ 2,550 Accumulated benefit obligation at end of year $ 2,424 S 2,177 Change in plan assets Fair value of plan assets at beginning of year $ 2,281 S 2,723 Actual return on plan assets 594 (311)

Employer contributions 34 7 Benefits paid (130) (138)

Fair value of plan assets at end of year $ 2,779 $ 2,281.

Funded status $ (30) $ (269)

Unrecognized net loss 111 394 Unrecognized transition obligation 6 11 Unrecognized prior service cost 84 98 Recorded asset $ 171 $ 234 Additional detail of amounts recognized in balance sheets:

Intangible asset $ 3 $ 3 Accumulated other comprehensive income (16) (9)

Pension plans with an accumulated benefit obligation in excess of plan assets:

Projected benefit obligation $ 78 $ 55 Accumulated benefit obligation 60 41 Fair value of plan assets Weighted-average assumptions at end of year:

Discount rate 6.0% 6.5%

Rate of compensation increase 5.0% 5.0%

24 65

Notes to Consolidated Financial Statements Expense components are:

In millions Year ended December 3 1, 2003 2002 2001 Service cost $ 79 $ 69 $ 69 Interest cost 162 158 157 Expected return on plan assets (187) (224) (251)

Special termination benefits 3 - 13 Net amortization and deferral 34 21 (7)

Expense under accounting standards 91 24 (19)

Regulatory adjustment - deferred (44) (18) 39 Total expense recognized $ 47 S 6 $ 20 Change in accumulated other comprehensive income $ (7) $ (9) -

Weighted-average assumptions:

Discount rate 6.5% 7.0% 7.25%

Rate of compensation increase 5.0% 5.0% 5.0%

Expected return on plan assets 8.5% 8.5% 8.5%

Asset allocations are:

Target for December 31, 2004 2003 2002 United States equity 45% 46% 45%

Non-United States equity 25 26 25 Private equity 4 3 3 Fixed income 26 25 27 PostretirementBenefits Other Than Pensions Employees retiring at or after age 55 with at least 10 years of service are eligible for postretirement health and dental care, life insurance and other benefits.

On December 8, 2003, President Bush signed the Medicare Prescription Drug, Improvement and Modernization Act of 2003. The Act authorized a federal subsidy to be provided to plan sponsors for certain prescription drug benefits under Medicare. SCE has elected to defer accounting for the effects of the Act until the earlier of the issuance of guidance by the Financial Accounting Standards Board on how to account for the Act, or the remeasurement of plan assets and obligations subsequent to January 31, 2004. Accordingly, any measures of the accumulated postretirement benefit obligation or net periodic postretirement benefit expense in the financial statements or this Note do not reflect the effects of the Act on SCE's plan. Specific authoritative guidance on the accounting for the federal subsidy is pending and that guidance, when issued, could require SCE to restate previously reported information.

The expected contributions (all by the employer) to the postretirement benefits other than pensions trust are $100 million for the year ended December 31, 2004. This amount is subject to change based on, among other things, the Act referenced above and the impact of any benefit plan amendments.

SCE uses a December 31 measurement date.

66

Southern California Edison Company Information on plan assets and benefit obligations is shown below:

In millions Year ended December 31, 2003 2002 Change in benefit obligation Benefit obligation at beginning of year $ 2,103 $ 1,925 Service cost 42 42 Interest cost 122 133 Amendments (622) -

Actuarial loss 581 82 Benefits paid (89) (79)

Benefit obligation at end of year $ 2,137 $ 2,103 Change in plan assets Fair value of plan assets at beginning of year $ 1,072 $ 1,139 Actual return on plan assets 291 (148)

Employer contributions 115 160 Benefits paid (89) (79)

Fair value of plan assets at end of year $ 1,389 $ 1,072 Funded status $ (748) $(1,031)

Unrecognized net loss 1,027 702 Unrecognized transition obligation (342) 268 Recorded asset (liability) $ (63) $ (61)

Assumed health care cost trend rates:

Rate assumed for following year 12.0% 9.75%

Ultimate rate 5.0% 5.0%

Year ultimate rate reached 2010 2008 Weighted-average assumptions at end of year:

Discount rate 6.25% 6.75%

Expense components are:

In millions Year ended December 31, 2003 2002 2001 Service cost $ 42 $ 42 $ 44 Interest cost 122 133 129 Expected return on plan assets (89) (93) (98)

Special termination benefits 1 - 2 Net amortization and deferral 41 37 27 Total expense $ 117 $ 119 $ 104 Assumed health care cost trend rates:

Current year 9.75% 10.5% 11.0%

Ultimate rate 5.0% 5.0% 5.0%

Year ultimate rate reached 2008 2008 2008 Weighted-average assumptions:

Discount rate 6.4% 7.25% 7.5%

Expected return on plan assets 8.2% 8.2% 8.2%

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Notes to Consolidated Financial Statements Increasing the health care cost trend rate by one percentage point would increase the accumulated obligation as of December 31, 2003 by $305 million and annual aggregate service and interest costs by

$27 million. Decreasing the health care cost trend rate by one percentage point would decrease the accumulated obligation as of December 31, 2003 by $248 million and annual aggregate service and interest costs by $22 million.

Asset allocations are:

Target for December 31, 2004 2003 2002 United States equity 64% 64% 64%

Non-United States equity 16 13 13 Fixed income 20 23 23 Description of Pension and PostretirementBenefits Other Than PensionsInvestment Strategies The investment of plan assets is overseen by a fiduciary investment committee. Plan assets are invested using a combination of asset classes, and may have active and passive investment strategies within asset classes. SCE employs multiple investment management firms. Investment managers within each asset class cover a range of investment styles and approaches. Risk is controlled through diversification among multiple asset classes, managers, styles and securities. Plan, asset class and individual manager performance is measured against targets. SCE also monitors the stability of its investments managers' organizations.

Allowable investment types include:

United States Equity: Common and preferred stock of large, medium, and small companies which are predominantly United States-based.

Non-United States Equity: Equity securities issued by companies domiciled outside the United States and in depository receipts which represent ownership of securities of non-United States companies.

Private Equity: Limited partnerships that invest in non-publicly traded entities.

Fixed Income: Fixed income securities issued or guaranteed by the United States government, non-United States governments, government agencies and instrumentalities, mortgage backed securities and corporate debt obligations. A small portion of the fixed income position may be held in debt securities that are below investment grade.

Permitted ranges around asset class portfolio weights are plus or minus 5%. Where approved by the fiduciary investment committee, futures contracts are used for portfolio rebalancing and to approach fully invested portfolio positions. Where authorized, a few of the plan's investment managers employ limited use of derivatives, including futures contracts, options, options on futures and interest rate swaps in place of direct investment in securities to gain efficient exposure to markets. Derivatives are not used to leverage the plans or any portfolios.

Determination of the Expected Long-Tenn Rate of Return on Assets for United States Plans The overall expected long term rate of return on assets assumption is based on the target asset allocation for plan assets, capital markets return forecasts for asset classes employed, and active management excess return expectations. A portion of postretirement benefits other than pensions trust asset returns 68

Southern California Edison Company are subject to taxation, so the expected long-term rate of return for these assets is determined on an after-tax basis.

CapitalMarkets Return Forecasts The estimated total return for fixed income is based on an equilibrium yield for intermediate United States government bonds plus a premium for exposure to non-government bonds in the broad fixed income market. The equilibrium yield is based on analysis of historic data and is consistent with experience over various economic environments. The premium of the broad market over United States government bonds is a historic average premium. The estimated rate of return for equity is estimated to be a 3% premium over the estimated total return of intermediate United States government bonds. This value is determined by combining estimates of real earnings growth, dividend yields and inflation, each of which was determined using historical analysis. The rate of return for private equity is estimated to be a 5% premium over public equity, reflecting a premium for higher volatility and illiquidity.

Active ManagementExcess Return Expectations For asset classes that are actively managed, an excess return premium is added to the capital market return forecasts discussed above.

Stock-Based Employee Compensation In 1998, Edison International shareholders approved the Edison International Equity Compensation Plan, replacing the long-term incentive compensation program that had been adopted by Edison International shareholders in 1992. The 1998 plan authorizes a limited annual number of Edison International common shares that may be issued in accordance with plan awards. The annual authorization is cumulative, allowing subsequent issuance of previously unutilized awards. In May 2000, the Edison International Board of Directors adopted an additional plan, the 2000 Equity Plan, under which stock options, including the special options discussed below, may be awarded.

Under the 1992, 1998 and 2000 plans, options on 8.6 million shares of Edison International common stock are currently outstanding to officers and senior managers of SCE.

Each option may be exercised to purchase one share of Edison International common stock and is exercisable at a price equivalent to the fair market value of the underlying stock at the date of grant.

Options generally expire 10 years after date of grant and vest over a period of up to five years.

Edison International stock options awarded prior to 2000 include a dividend equivalent feature.

Dividend equivalents on stock options issued after 1993 and prior to 2000 are accrued to the extent dividends are declared on Edison International common stock and are subject to reduction unless certain performance criteria are met. Only a portion of the 1999 Edison International stock option awards include a dividend equivalent feature. The 2003 options include a dividend equivalent feature for the first five years of the option term. Dividend equivalents accumulate without interest.

Options issued after 1997 generally have a four-year vesting period. The special options granted in 2000 vest over five years, in 25% increments beginning in May 2002. Earlier options had a three-year vesting period with one-third of the total award vesting annually. If an option holder retires, dies, is terminated by the company, or is terminated while permanently and totally disabled (qualifying event) during the vesting period, the unvested options will vest on a pro rata basis.

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Notes to Consolidated Financial Statements Unvested options of any person who has served in the past on the SCE management committee (which was dissolved in 1993) will vest and be exercisable upon a qualifying event. If a qualifying event occurs, the vested options may continue to be exercised within their original terms by the recipient or beneficiary except that in the case of termination by the company where the option holder is not eligible for retirement, vested options are forfeited unless exercised within one year of termination date. If an option holder is terminated other than by a qualifying event, options which had vested as of the prior anniversary date of the grant are forfeited unless exercised within 180 days of the date of termination. All unvested options are forfeited on the date of termination.

The fair value for each option granted, reflecting the basis for the pro forma disclosures in Note 1, was determined on the date of grant using the Black-Scholes option-pricing model. The following assumptions were used in determining fair value through the model:

December 31, 2003 2002 2001 Expected life 10 years 7 years - 10 years 7 years- 10 years Risk-free interest rate 3.8% - 4.5% 4.7% - 6.1% 4.7% - 6.1%

Expected dividend yield 1.8% 1.8% 3.3%

Expected volatility 44% - 53% 18% - 54% 17% - 52%

The expected dividend yield above is computed using an average of the previous 12 quarters. The expected volatility above is computed on a historical 36-month basis.

The application of fair-value accounting to calculate the pro forma disclosures is not an indication of future income statement effects. The pro forma disclosures do not reflect the effect of fair-value accounting on stock-based compensation awards granted prior to 1995.

A summary of the status of Edison International stock options granted to SCE employees is as follows:

Weiahted-Averaze Share Exercise Exercise Fair Value Remaining Options Price Price At Grant Life Outstanding, Dec. 31, 2000 10,770,629 $14.56-$29.25 $22.56 8 years Granted 324,934 $ 9.15-$15.92 $12.64 $4.51 Expired (8,400) $18.75-$19.35 $19.10 Forfeited (5,830,582) $15.41-$28.94 $20.99 Exercised _ _

Outstanding, Dec. 31, 2001 5,256,581 $ 9.15-$29.25 $23.70 6 years Granted 1,769,017 $ 8.90-$18.73 $18.54 $7.86 Expired (138,899) $14.07-$28.94 $24.88 Forfeited (73,651) $14.07-$28.13 $21.04 Exercised (2,250) $14.07-$15.94 $15.26 Outstanding, Dec. 31, 2002 6,810,798 $ 8.90-$29.25 $22.37 6 years Granted 2,076,070 $11.88-$19.80 $12.41 $7.34 Expired (115,612) $14.06-$29.25 $22.98 Forfeited (59,473) $12.29-$18.73 $15.34 Exercised (156,697) $11.35-$20.19 $18.71 Outstanding, Dec. 31, 2003 8,555,086 $ 8.90-$28.94 $20.06 6 years 70

Southern California Edison Company The number of options exercisable and their weighted-average exercise prices at December 31, 2003, 2002 and 2001 were 4,845,967 at $24.06, 4,160,675 at $24.23 and 3,699,622 at $23.92, respectively.

For the years after 1999, a portion of the executive long-term incentives was awarded in the form of performance shares. Performance shares were awarded in January 2001, January 2002 and January 2003.

The performance shares vest December 31, 2003, December 31, 2004 and December 31, 2005, respectively, and are paid out half in shares of Edison International common stock and half in cash. The number of shares that will be paid out from the 2002 and 2003 performance share awards will depend on the performance of Edison International common stock relative to the stock performance of a specified group of peer companies. The 2001 performance share values are accrued ratably over a three-year performance period. The 2002 and 2003 performance shares will be valued based on Edison International's stock performance relative to the stock performance of other such entities.

In March 2001, deferred stock units were awarded as part of a retention program. These vested and were paid on March 12, 2003 in shares of Edison International common stock.

In October 2001, a stock option retention exchange offer was extended, offering holders of Edison International stock options granted in 2000 the opportunity to exchange those options for a lesser number of deferred stock units. The exchange ratio was based on the Black-Scholes value of the options and the stock price at the time the offer was extended. The exchange took place in November 2001; the options that participants elected to exchange were cancelled, and deferred stock units were issued.

Approximately three options were cancelled for each deferred stock unit issued. Twenty-five percent of the deferred stock units will vest and be paid in Edison International common stock per year over four years; the first and second vesting dates were in November 2002 and November 2003, respectively. The following assumptions were used in determining fair value through the Black-Scholes option-pricing model: expected life - 8 to 9 years; risk-free interest rate - 5.1 %; expected volatility - 52%.

See Note 1 for SCE's accounting policy and expenses related to stock-based employee compensation.

Note 8. Jointly Owned Utility Projects SCE owns interests in several generating stations and transmission systems for which each participant provides its own financing. SCE's share of expenses for each project is included in the consolidated statements of income.

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Notes to Consolidated Financial Statements The investment in each project as of December 31, 2003 is:

Invc,stment Accumulated in Depreciation and Ownership In millions Facility Amortization Interest Transmission systems:

Eldorado $ 45 $ 11 60%

Pacific Intertie 257 80 50 Generating stations:

Four Comers Units 4 and 5 (coal) 488 384 48 Mohave (coal)' 347 257 56 Palo Verde (nuclear) 2 1,657 1,460 16 San Onofre (nuclear) 2 4,297 3,923 75 Total $ 7,091 $ 6,115 A portion is included in regulatory assets on the balance sheet. See Note 1.

2 Included in regulatory assets on the balance sheet.

Note 9. Commitments Leases SCE has operating leases, primarily for vehicles, with varying terms, provisions and expiration dates.

Operating lease expense was $15 million in 2003, $16 million in 2002 and $19 million in 2001.

Estimated remaining commitments for noncancelable leases at December 31, 2003 are:

Year ended December 31, In millions 2004 $ 13 2005 10 2006 7 2007 6 2008 4 Thereafter 8 Total $ 48 Nuclear Decommissioning Effective January 1, 2003, SCE adopted a new accounting standard, Accounting for Asset Retirement Obligations, which requires entities to record the fair value of a liability for a legal ARO in the period in which it is incurred. At that time, SCE adjusted its nuclear decommissioning obligation, increased its unamortized nuclear investment for a new ARO asset, and recorded a regulatory liability to defer the impact on earnings of the change in accounting principle (see further details in "New Accounting Principles" in Note 1). The fair value of decommissioning SCE's nuclear power facilities is $2.1 billion as of December 31, 2003, based on site-specific studies performed in 2001 for San Onofre and Palo Verde. Changes in the estimated costs, timing of decommissioning, or the assumptions underlying these estimates could cause material revisions to the estimated total cost to decommission in the near term.

SCE estimates that it will spend approximately $11.4 billion through 2049 to decommission its nuclear 72

Southern California Edison Company facilities. This estimate is based on SCE's current-dollar decommissioning cost methodology used for rate-making purposes, escalated at rates ranging from 0.9% to 10.0% (depending on the cost element) annually. These costs are expected to be funded from independent decommissioning trusts, which effective October 2003 receive contributions of approximately $32 million per year. SCE estimates annual after-tax earnings on the decommissioning funds of 3.7% to 6.5%. If the assumed return on trust assets is not earned, it is probable that additional funds needed for decommissioning will be recoverable through rates.

Decommissioning of San Onofre Unit I (shut down in 1992 per CPUC agreement) started in 1999 and will continue through 2008. All of SCE's San Onofre Unit I decommissioning costs will be paid from its nuclear decommissioning trust funds. The estimated remaining cost to decommission San Onofre Unit 1 is recorded as an AkO liability ($177 million at December 31, 2003). Total expenditures for the decommissioning of San Onofre Unit 1 were $317 million through December 31, 2003.

SCE plans to decommission its nuclear generating facilities by a prompt removal method authorized by the Nuclear Regulatory Commission. Decommissioning is expected to begin after the plants' operating licenses expire. The operating licenses expire in 2022 for San Onofre Units 2 and 3, and in 2024, 2026 and 2027 for the Palo Verde units. Decommissioning costs, which are recovered through nonbypassable customer rates over the term of each nuclear facility's operating license, are recorded as a component of depreciation expense, with a corresponding credit to the ARO regulatory liability. The earnings impact of amortization of the ARO asset included within the unamortized nuclear investment and accretion of the ARO liability, both created under this new standard, are deferred as increases to the ARO regulatory liability account, with no impact on earnings.

SCE has collected in rates amounts for the future costs of removal of its nuclear assets, and has historically recorded these amounts in accumulated provision for depreciation and decommissioning.

However, in accordance with recent Securities and Exchange Commission accounting guidance, the amounts accrued in accumulated provision for depreciation and decommissioning for nuclear decommissioning and costs of removal were reclassified to regulatory liabilities as of December 31, 2002. Upon implementation of the new accounting standard for AROs, SCE reversed the decommissioning amounts collected for assets legally required to be removed and recorded the fair value of this ARO (included in the deferred credits and other liabilities section of the consolidated balance sheet). The cost of removal amounts collected for assets not legally required to be removed remain in regulatory liabilities as of December 31, 2003.

Decommissioning expense under the rate-making method was $118 million in 2003, $73 million in 2002 and $96 million in 2001. The ARO for decommissioning SCE's active nuclear facilities was $1.9 billion at December 31, 2003 and $1.8 billion at December 31, 2002.

Decommissioning funds collected in rates are placed in independent trusts, which, together with accumulated earnings, will be utilized solely for decommissioning.

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Notes to Consolidated Financial Statements Trust investments (at fair value) include:

In millions Maturity Dates December 31, 2003 2002 Municipal bonds 2004 - 2041 $ 702 $ 486 Stock - 1,324 1,085 United States government issues 2004 - 2033 363 264 Corporate bonds 2004 - 2038 91 270 Short-term 2004 50 105 Total $ 2,530 $2,210 Note: Maturity dates as of December 31, 2003 Trust fund earnings (based on specific identification) increase the trust fund balance and the ARO regulatory liability. Net earnings (loss) were $93 million in 2003, $(25) million in 2002 and $13 million in 2001. Proceeds from sales of securities (which are reinvested) were $2.2 billion in 2003, $3.8 billion in 2002 and $3.9 billion in 2001. Gross unrealized holding gains were $677 million and $443 million at December 31, 2003 and 2002, respectively. There were no unrealized holding losses for the years presented. Approximately 91 % of the cumulative trust fund contributions were tax-deductible.

Other Commitments SCE has fuel supply contracts which require payment only if the fuel is made available for purchase.

Certain SCE gas and coal fuel contracts require payment of certain fixed charges whether or not gas or coal is delivered.

SCE has power-purchase contracts with certain QFs (cogenerators and small power producers) and other utilities. These contracts provide for capacity payments if a facility meets certain performance obligations and energy payments based on actual power supplied to SCE. There are no requirements to make debt-service payments. In an effort to replace higher-cost contract payments with lower-cost replacement power, SCE has entered into purchased-power settlements to end its contract obligations with certain QFs. The settlements are reported as power purchase contracts on the balance sheets.

SCE has unconditional purchase obligations for part of a power plant's generating output, as well as firm transmission service from another utility. Minimum payments are based, in part, on the debt-service requirements of the provider, whether or not the plant or transmission line is operable. SCE's minimum commitment under both contracts is approximately $139 million through 2017. The purchased-power contract is expected to provide approximately 5% of current or estimated future operating capacity, and is reported as power purchase contracts (approximately $28 million). The transmission service contract requires a minimum payment of approximately $6 million a year.

Certain commitments for the years 2004 through 2008 are estimated below:

In millions 2004 2005 2006 2007 2008 Fuel supply contract payments $ 182 $ 126 $ 58 $ 66 $ 51 Purchased-power capacity payments 682 663 637 637 444 74

Southern California Edison Company Note 10. Contingencies In addition to the matters disclosed in these Notes, SCE is involved in other legal, tax and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. SCE believes the outcome of these other proceedings will not materially affect its results of operations or liquidity.

Employee Compensation and Benefit Plans On July 31, 2003, a federal district court held that the formula used in a cash balance pension plan created by International Business Machine Corporation (IBM) in 1999 violated the age discrimination provisions of the Employee Retirement Income Security Act of 1974. In its decision, the federal district court set forth a standard for cash balance pension plans. This decision, however, conflicts with the decisions from two other federal district courts and with the proposed regulations for cash balance pension plans issued by IRS in December 2002. On February 12, 2004, the same federal district court ruled that IBM must make back payments to workers covered under this plan. IBM has indicated that it will appeal both decisions to the United States Court of Appeals for the Seventh Circuit. The formula for SCE's cash balance pension plan does not meet the standard set forth in the federal district court's July 31, 2003 decision. SCE cannot predict with certainty the effect of the two IBM decisions on SCE's cash balance pension plan.

Environmental Remediation SCE is subject to numerous environmental laws and regulations, which require it to incur substantial costs to operate existing facilities, construct and operate new facilities, and mitigate or remove the effect of past operations on the environment.

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

SCE's recorded estimated minimum liability to remediate its 26 identified sites is $92 million. In third quarter 2003, SCE sold certain oil storage and pipeline facilities. This sale caused a reduction in SCE's recorded estimated minimum environmental liability. The ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs could exceed its recorded liability by up to $238 million. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.

The CPUC allows SCE to recover environmental remediation costs at certain sites, representing.

$34 million of its recorded liability, through an incentive mechanism (SCE may request to include additional sites). Under this mechanism, SCE will recover 90% of cleanup costs through customer rates; 75

Notes to Consolidated Financial Statements shareholders fund the remaining 10%, with the opportunity to recover these costs from insurance carriers and other third parties. SCE has successfully settled insurance claims with all responsible carriers. SCE expects to recover costs incurred at its remaining sites through customer rates. SCE has recorded a regulatory asset of $71 million for its estimated minimum environmental-cleanup costs expected to be recovered through customer rates.

SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.

SCE expects to clean up its identified sites over a period of up to 30 years. Remediation costs in each of the next several years are expected to range from $13 million to $25 million. Recorded costs for 2003 were $14 million.

Based on currently available information, SCE believes it is unlikely that it will incur amounts in excess of the upper limit of the estimated range for its identified sites and, based upon the CPUC's regulatory treatment of environmental remediation costs, SCE believes that costs ultimately recorded will not materially affect its results of operations or financial position. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to such estimates.

FederalIncome Taxes In August 2002, Edison International received a notice from the IRS asserting deficiencies in federal corporate income taxes for its 1994 to 1996 tax years. Included in these amounts are deficiencies asserted against SCE. The vast majority of SCE's tax deficiencies are timing differences and, therefore, amounts ultimately paid (exclusive of interest and penalties), if any, would benefit it as future tax deductions. SCE believes that it has meritorious legal defenses to deficiencies asserted against it and believes that the ultimate outcome of this matter will not result in a material impact on its results of operations or financial position.

Investigation Regarding PerformanceIncentives Rewards SCE is eligible under its CPUC-approved performance-based ratemaking (PBR) mechanism to earn rewards or penalties based on its performance in comparison to CPUC-approved standards of reliability, customer satisfaction, and employee safety. SCE received two letters over the last year from anonymous employees alleging that personnel in the service planning group of SCE's transmission and distribution business unit altered or omitted data in attempts to influence the outcome of customer satisfaction surveys conducted by an independent survey organization. The results of these surveys are used, along with other factors, to determine the amounts of any incentive rewards or penalties to SCE under the PBR provisions for customer satisfaction. SCE is conducting an internal investigation and has determined that some wrongdoing by a number of the service planning employees has occurred. SCE has informed the CPUC of its findings to date, and will continue to inform the CPUC of developments as the investigation progresses. SCE anticipates that, after the investigation is completed, there may be CPUC proceedings to determine whether any portion of past and potential rewards for customer satisfaction should be refunded or disallowed. It also is possible that penalties could be imposed. SCE recorded aggregate customer satisfaction rewards of $28 million for the years 1998, 1999, and 2000. Potential customer satisfaction rewards aggregating $10 million for 2001 and 2002 are pending before the CPUC and have not been recognized in income by SCE. SCE also had anticipated that it could be eligible for customer satisfaction rewards of about $10 million for 2003. SCE has not yet been able to determine whether or to 76

Southern California Edison Company what extent employee misconduct has compromised the surveys that are the basis for a portion of the awards. Accordingly, SCE cannot predict with certainty the outcome of this matter. SCE plans to complete its investigation as quickly as possible and cooperate fully with the CPUC in taking appropriate remedial action.

Navajo Nation Litigation In June 1999, the Navajo Nation filed a complaint in the United States District Court for the District of Columbia (D.C. District Court) against Peabody Holding Company (Peabody) and certain of its affiliates, Salt River Project Agricultural Improvement and Power District, and SCE arising out of the coal supply agreement for Mohave. The complaint asserts claims for, among other things, violations of the federal Racketeer Influenced and Corrupt Organizations statute, interference with fiduciary duties and contractual relations, fraudulent misrepresentation by nondisclosure, and various contract-related claims.

The complaint claims that the defendants' actions prevented the Navajo Nation from obtaining the full value in royalty rates for the coal. The complaint seeks damages of not less than $600 million, trebling of that amount, and punitive damages of not less than $1 billion, as well as a declaration that Peabody's lease and contract rights to mine coal on Navajo Nation lands should be terminated. SCE joined Peabody's motion to strike the Navajo Nation's complaint. In addition, SCE and other defendants filed motions to dismiss.

Some of the issues included in this case were addressed by the United States Supreme Court in a separate legal proceeding filed by the Navajo Nation in the Court of Federal Claims against the United States Department of Interior. In that action, the Navajo Nation claimed that the Government breached its fiduciary duty concerning negotiations relating to the coal lease involved in the Navajo Nation's lawsuit against SCE and Peabody. On March 4, 2003, the Supreme Court concluded, by majority decision, that there was no breach of a fiduciary duty and that the Navajo Nation did not have a right to relief against the Government. Based on the Supreme Court's analysis, on April 28, 2003, SCE filed a motion to dismiss or, in the alternative, for summary judgment in the D.C. District Court action. The motion remains pending.

The Federal Circuit Court of Appeals, acting on a suggestion on remand filed by the Navajo Nation, held in a October 24, 2003 decision that the Supreme Court's March 24, 2003 decision was focused on three specific statutes or regulations and therefore did not address the question of whether a network of other statutes, treaties and regulations imposed judicially enforceable fiduciary duties on the United States during the time period in question. The Government and the Navajo Nation both filed petitions for rehearing of the October 24, 2003 Court of Appeals decision. Both petitions were denied on March 9, 2004.

SCE cannot predict with certainty the outcome of the 1999 Navajo Nation's complaint against SCE, the impact of the Supreme Court's decision in the Navajo Nation's suit against the Government on this complaint, or the impact of the complaint on the operation of Mohave beyond 2005.

NuclearInsurance Federal law limits public liability claims from a nuclear incident to $10.9 billion. SCE and other owners of the San Onofre and Palo Verde Nuclear Generating Stations have purchased the maximum private primary insurance available ($300 million). The balance is covered by the industry's retrospective rating plan that uses deferred premium charges to every reactor licensee if a nuclear incident at any licensed reactor in the United States results in claims and/or costs which exceed the primary insurance at that plant site. Federal regulations require this secondary level of financial protection. The Nuclear Regulatory Commission exempted San Onofre Unit 1 from this secondary level, effective June 1994.

The maximum deferred premium for each nuclear incident is $101 million per reactor, but not more than 77

Notes to Consolidated Financial Statements

$10 million per reactor may be charged in any one year for each incident. Based on its ownership interests, SCE could be required to pay a maximum of $199 million per nuclear incident. However, it would have to pay no more than $20 million per incident in any one year. Such amounts include a 5%

surcharge if additional funds are needed to satisfy public liability claims and are subject to adjustment for inflation. If the public liability limit above is insufficient, federal regulations may impose further revenue-raising measures to pay claims, including a possible additional assessment on all licensed reactor operators. The United States Congress has extended the expiration date of the applicable law until December 31, 2004.

Property damage insurance covers losses up to $500 million, including decontamination costs, at San Onofre and Palo Verde. Decontamination liability and property damage coverage exceeding the primary

$500 million also has been purchased in amounts greater than federal requirements. Additional insurance covers part of replacement power expenses during an accident-related nuclear unit outage. A mutual insurance company owned by utilities with nuclear facilities issues these policies. If losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to $38 million per year. Insurance premiums are charged to operating expense.

Spent Nuclear Fuel Under federal law, the DOE is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE has the obligation to begin acceptance of spent nuclear fuel not later than January 31, 1998. However, the DOE did not meet its obligation. It is not certain when the DOE will begin accepting spent nuclear fuel from San Onofre or other nuclear power plants. Extended delays by the DOE have led to the construction of costly alternatives, including siting and environmental issues. SCE has paid the DOE the required one-time fee applicable to nuclear generation at San Onofre through April 6, 1983 (approximately $24 million, plus interest). SCE is also paying the required quarterly fee equal to 0.1 ¢ per kWh of nuclear-generated electricity sold after April 6, 1983. On January 29, 2004, SCE, as operating agent, filed a complaint against the DOE in the Federal Court of Claims seeking damages for DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre:

SCE has primary responsibility for the interim storage of spent nuclear fuel generated at San Onofre.

Spent nuclear fuel is stored in the San Onofre Units 1, 2 and 3 spent fuel pools and the San Onofre independent spent fuel storage installation. Movement of Unit 1 spent fuel from the Unit 3 spent fuel pool to the independent spent fuel storage installation was completed in late 2003. Movement of Unit 1 spent fuel from the Unit 1 spent fuel pool to the independent spent fuel storage installation is scheduled to be completed by late 2004 and from the Unit 2 spent fuel pool to the independent spent fuel storage installation by late 2005. With these moves, there will be sufficient space in the Unit 2 and 3 spent fuel pools to meet plant requirements through mid-2007 and mid-2008, respectively. In order to maintain a full core off-load capability, SCE is planning to begin moving Unit 2 and 3 spent fuel into the independent spent fuel storage installation by early 2006.

In order to increase on-site storage capacity and maintain core off-load capability, Palo Verde has constructed a dry cask storage facility. Arizona Public Service, as operating agent, plans to continually load casks on a schedule to maintain full core off-load capability for all three units.

Note 11. NMountainview Acquisition On July 17, 2003, SCE signed an option agreement with Sequoia Generating LLC, a subsidiary of InterGen, to acquire Mountainview Power Company LLC, the owner of a new power plant currently 78

Southern California Edison Company being developed in Redlands, California. This acquisition requires regulatory approval from both the CPUC and the FERC. On December 18, 2003, the CPUC approved SCE's application proposing a power-purchase agreement between SCE and Mountainview Power Company LLC. On February 25, 2004, the FERC granted conditional approval of the power-purchase agreement. On February 28, 2004, SCE exercised its option to purchase Mountainview. The purchase is expected to close in March 2004.

SCE will recommence full construction of the project once the purchase closes.

Note 12. Discontinued Operations On July 10, 2003, the CPUC approved SCE's sale of certain oil storage and pipeline facilities to Pacific Terminals LLC for $158 million. In third quarter 2003, SCE recorded a $44 million after-tax gain to shareholders. In accordance with an accounting standard related to the impairment and disposal of long-lived assets, this oil storage and pipeline facilities unit's results have been accounted for as a discontinued operation in the 2003 financial statements. Due to immateriality, the results of this unit for prior years have not been restated and are reflected as part of continuing operations.

For 2003, revenue from discontinued operations was $20 million and pre-tax income was $82 million. As of December 31, 2002, assets of discontinued operations were $62 million.

Quarterly Financial Data (Unaudited) 2003 2002 In millions Total Fourth Third Second First Total Fourth Third Second First Operating revenue $8,854 $1,859 $2,794 $2,386 $1,815 $8,706 $1,952 $2,714 $2,133 $1,907 Operating income 1,596 301 613 418 264 2,127 264 452 1,107 304 Net income 932 223 375 229 105 1,247 157 238 700 152 Net income available for common stock 922 222 374 225 101 1,228 153 234 695 146 Common dividends declared 945 945 - - - - - - - -

79

Selected Financial and Operating Data: 1999 - 2003 Southern California Edison Company Dollars in millions 2003 2002 2001 2000 1999 Income statement data:

Operating revenue $ 8,854 $ 8,706 $ 8,126 $ 7,870 $ 7,548 Operating expenses 7,258 6,579 3,509 10,529 6,242 Purchased-power expenses 2,786 2,016 3,770 4,687 3,190 Income tax (benefit) 388 642 1,658 (1,022) 438 Provisions for regulatory adjustment clauses - net 1,138 1,502 (3,028) 2,301 (763)

Interest expense - net of amounts capitalized 457 584 785 572 483 Net income (loss) 932 1,247 2,408 (2,028) 509 Net income (loss) available for common stock 922 1,228 2,386 (2,050) 484 Ratio of earnings to fixed charges 3.81 4.21 6.15

• 2.94

• less than 1.00 Balance sheet data:

Assets $ 18,466 $ 18,637 $ 22,453 $ 15,966 $ 17,657 Gross utility plant 16,973 16,232 15,982 15,653 14,851 Accumulated provision for depreciation and decommissioning 4,386 4,057 7,969 7,834 7,520 Short-term debt 200 - 2,127 1,451 796 Common shareholder's equity 4,355 4,384 3,146 780 3,133 Preferred stock:

Not subject to mandatory redemption 129 129 129 129 129 Subject to mandatory redemption 141 147 151 256 256 Long-term debt 4,121 4,525 4,739 5,631 5,137 Capital structure:

Common shareholder's equity 49.8% 47.7% 38.5% 11.5% 36.2%

Preferred stock:

Not subject to mandatory redemption 1.5% 1.4% 1.6% 1.9% 1.5%

Subject to mandatory redemption 1.6% 1.6% 1.9% 3.8% 2.9%

Long-term debt 47.1% 49.3% 58.0% 82.8% 59.4%

Operating data:

Peak demand in megawatts (MW) 20,136 18,821 17,890 19,757 19,122 Generation capacity at peak (MW) 9,861 9,767 9,802 9,886 10,431 Kilowatt-hour deliveries (in millions) 93,826 79,693 78,524 84,430 78,602 Total energy requirement (kWh) (in millions) 77,159 71,663 83,495 82,503 78,752 Energy mix:

Thermal 37.9% 40.2% 32.5% 36.0% 35.5%

Hydro 5.2% 5.0% 3.6% 5.4% 5.6%

Purchased power and other sources 56.9% 54.8% 63.9% 58.6% 58.9%

Customers (in millions) 4.60 4.53 4.47 4.42 4.36 Full-time employees 12,698 12,113 11,663 12,593 13,040 80

BOARD OF DIRECTORS John E. Bryson 3 Ronald L. Olson 3 I Audit Committee Chairman of the Board, SeniorPartner, 2 Compensation and Executive Presidentand ChiefExecutive Officer, Munger, Tolles and Olson (lawfinn) Personnel Committee Edison International; Los Angeles, California 3 Executive Committee Chairman of the Board, A directorsince I995 4 Finance Committee 5 Nominating/Corporate Governance Southern CaliforniaEdison Company; James M. Rosser 2,3.5 Committee Chairman of the Board, Edison Capital President, (afinancial investment nonutility CaliforniaState University, Los Angeles

• Retiring May 20, 2004 subsidiary ofEdison International)

Los Angeles, California A directorfrom i990 - i999; A director since 1985 2003 to present Richard T Schlosberg, III Alan J. Fohrer Retired Presidentand ChiefExecutive Officer, ChiefExecutive Officer, Southern CaliforniaEdison Company The Davidand Lucile Packard A directorsince 2002 Foundation (privatefamily foundation)

Bradford M. Freeman 1,4,5 San Antonio, Texas Founding Partner, A director since 2002 Freeman Spogli & Co. Robert H. Smith 12 (private investment company) Robert H. Smith Investments Los Angeles, California and Consulting A director since 2002 (banking andfinancial-related Bruce Karatz 2,5 consultingservices)

Chairmanand ChiefExecutive Officer, Pasadena, California KB Home (homebuilding) A director since I987 Los Angeles, California Thomas C. Sutton 1,2,3 A directorsince 2002 Chairman of the Board and Luis G. Nogales 2,4 ChiefExecutive Officer, Managing Partner, Pacific Life Insurance Company Nogales Investors, LLC Newport Beach, California (private equity investment company) A directorsince i995 Los Angeles, California Daniel M. Tellep 14*

A director since I993 Retired Chairman of the Board, Lockheed Martin Corporation (aerospaceindustry)

Saratoga, California A directorsince I992 81

MANAGEMENT TEAM John E. Bryson Robert C. Boada Thomas M. Noonan Chairman of the Board Vice Presidentand Vice Presidentand Treasurer Controller Alan J. Fohrer ChiefExecutive Officer William L. Bryan Dwight E. Nunn Vice President, Vice President, Robert G. Foster Major Customer Division NuclearEngineering and President TechnicalServices Harold B. Ray Jodi M. Collins Executive Vice President, Vice President, Barbara J. Parsky Information Technology Vice President, Generation Corporate Communications Pamela A. Bass Diane L. Featherstone Senior Vice President, Vice President and Pedro J. Pizarro GeneralAuditor Vice President, Customer Service Power Procurement, and Bruce C. Foster John R. Fielder GeneralManager, Edison Carrier Vice President, Senior Vice President, Solutions Regulatory Operations Regulatory Policy and Affairs Polly L. Gault Frank J. Quevedo Stephen E. Pickett Vice President, Vice President, Public Affairs, Senior Vice Presidentand Equal Opportunity Washington, D.C General Counsel Anthony L. Smith A. Larry Grant Richard M. Rosenblum Vice President, Vice President, Senior Vice President, Tax Power Delivery Transmission and Distribution Frederick J. Grigsby, Jr. Joseph J. Wambold W. James Scilacci Vice President, Vice President, Senior Vice Presidentand Nuclear Generation Human Resources and Labor Relations Chief FinancialOfficer Harry B. Hutchison Beverly P.Ryder Mahvash Yazdi CorporateSecretary Senior Vice President, Vice President, Business Integration, and Customer Service Operations ChiefInformation Officer James A. Kelly Emiko Banfield Vice President, Engineeringand Technical Services Vice President, Shared Services Russ WY. Krieger Vice President, Power Production 82

SHAREHOLDER INFORMATION ANNUAL MEETING TRANSFER AGENT AND Inquiries may also be directed to:

REGISTRAR The annual meeting of shareholders Mail will be held on Thursday, May 20, Wells Fargo Bank, N.A., which Wells Fargo Bank, N.A.

2004, at io:oo a.m., Pacific Daylight maintains shareholder records, is Shareowner Services Department Time, at the Hyatt Regency Long the transfer agent and registrar for i6i North Concord Exchange Street Beach, 200 South Pine Avenue, SCE's preferred stocks. Shareholders South St. Paul, MN 55075-II39 Long Beach, California 90802. may call Wells Fargo Shareowner Services, (800) 347-8625, between 7 Fax CORPORATE GOVERNANCE a.m. and 7 p.m. (Central Time), (651) 450-4033 PRACTICES Monday through Friday, to speak A description of SCE's corporate gov- Email with a representative (or to ernance practices is available on our use the interactive voice response stocktransfer@avellsfargo.com Web site at www.edisoninvestor.com. unit 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> a day, seven days a Web Address The SCE Board Nominating/ week) regarding:

Corporate Governance Committee www.edisoninvestor.com

• stock transfer and name-change periodically reviews the Company's Online account information:

requirements; corporate governance practices and makes recommendations to the

• address changes, including dividend www.shareowneronline. com Company's Board that the practices payment addresses; be updated from time to time.

• electronic deposit of dividends; STOCK LISTING AND

• taxpayer identification number TRADING INFORMATION submissions or changes; PreferredStock

• duplicate iogg and w-9 forms; SCE's 4.08%, 4.24%, 4.3z% and

• notices of, and replacement of, 4.78% Series of cumulative lost or destroyed stock certificates preferred stock are listed on the and dividend checks; and American and Pacific stock exchanges under the ticker symbol

• requests for access to online SCE. Previous day's closing prices, account information.

when traded, are listed in the daily newspapers in the American Stock Exchange composite table. The 6.o0%

and 7.23% Series of the $ioo cumu-lative preferred stock are not listed and are traded over-the-counter.

83

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84

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended Decepmhbr 3. 2003

[I TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 1-2313 SOUTHERN CALIFORNIA EDISON COMPANY (Exact name of registrant as specified in its charter)

California 95-1240335 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.)

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

Rosemead, California (Address of principal 91770 executive offices) (Zip Code)

Registrant's telephone number, including area code: (626) 302-1212 Securities registered pursuant to Section 12(b) of the Act:

Name of each exchange Title of' each class on which registered Capital Stock Cumulative Preferred American and Pacific 4.08% Series 4.32% Series 4.24% Series 4.78% Series Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes O1 No O Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part II of this Form 10-K or any amendment to this Form 10-K. El Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes0 No 0 As of June 30, 2003, there were 434,888,104 shares of Common Stock outstanding, all of which are held by the registrant's parent holding company. The aggregate market value of registrant's voting and non-voting common equity held by non-affiliates was zero. As of March 10, 2004, there were 434,888,104 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE Portions of the following documents listed below have been incorporated by reference into the parts of this report so indicated.

(1) Designated portions of the registrant's Annual Report to Shareholders for the year ended December 31,2003 ................................................... Parts I and U (2) Designated portions of the Joint Proxy Statement relating to registrant's 2004 Annual Meeting of Shareholders ................................................. Part HI W.-MM.-MEM"

TABLE OF CONTENTS Item Page Part I Forward-Looking Statements ................................................................ 1

1. Business............................................................................................................................................

.I Regulation..................................................................................................................................I Competition................................................................................................................................3 Properties....................................................................................................................................3 Construction Program .................................................................. 5 Nuclear Power Matters ................................................................. 5 Purchased Power and Fuel Supply .................................................................. 6 Environmental Matters .................................................................. 7

2. Properties..13.........................................................................................................................................

3. Legal Proceedings ................................................................. 13 Navajo Nation Litigation ................................................................. 13 CPUC Litigation and Settlement ................................................................. 13 CPUC Investigation Regarding SCE's Electric Line Maintenance Practices ............ ................ 13 Department of Toxic Substances Control Enforcement Action .......................... ....................... 13 County of San Bernardino Investigation ................................................................. 13 Irvine Underground Storage Tank Matter ........................ ......................................... 13

4. Submission of Matters to a Vote of Security Holders....................................................................... 14 Executive Officers of the Registrant ........................................... 14 Part II

5. Market for Registrant's Common Equity and Related Stockholder Matters ............... ..................... 17

6. Selected Financial Data ................................................................. 17

7. Management's Discussion and Analysis of Financial Condition and Results of Operations ......... .. 17 7A. Quantitative and Qualitative Disclosures About Market Risk .......................................................... 17

8. Financial Statements and Supplementary Data ................................. 17

9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........... 17 9A. Controls and Procedures ................................................................. 17 Part III

10. Directors and Executive Officers of the Registrant ................................................. 18

11. Executive Compensation ................................................. 18

12. Security Ownership of Certain Beneficial Owners and Management .............................................. 18

13. Certain Relationships and Related Transactions ................................................. 19

14. Principal Accounting Fees and Services ................................................. 19

15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K ............................................... 19 Financial Statements ................................................. 19 Report of Independent Auditors and Schedules Supplementing Financial Statements .............. 19 Exhibits.......................................................................................................................................

.19 Reports on Form 8-K .......................................................... 20 Signatures..................................................................................................................................... 26

I

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PART I FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements that reflect Southern California Edison Company's (SCE) current expectations and projections about future events based on SCE's knowledge of present facts and circumstances and assumptions about future events. Other information distributed by SCE that is incorporated in this report, or that refers to or incorporates this report, may also contain forward-looking statements. In this report and elsewhere, the words "expects," "believes,"

"anticipates," "estimates," "intends," "plans," "probable," and variations of such words and similar expressions are intended to identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ, or that otherwise could impact SCE are referred to in the first paragraph of the Introduction in the Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) that appears in SCE's 2003 Annual Report to Shareholders (Annual Report) and is incorporated by reference into Part I, Item 7 of this report.

Additional information about risks and uncertainties is contained throughout this report, in the MD&A, and in the Notes to Consolidated Financial Statements (Notes to Financial Statements) that appear in SCE's Annual Report and are incorporated by reference into Part II, Item 8 of this report. Readers are urged to read this entire report, including the information incorporated by reference, and carefully consider the risks, uncertainties and other factors that affect SCE's business. The information contained in this report is subject to change without notice, and SCE is not obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by SCE with the Securities and Exchange Commission (SEC).

Item 1. Business SCE was incorporated in 1909 under the laws of the State of California.. SCE is a public utility primarily engaged in the business of supplying electric energy to a 50,000-square-mile area of central, coastal and southern California, excluding the City of Los Angeles and certain other cities. This SCE service territory includes approximately 430 cities and communities and a population of more than 12 million people. In 2003, SCE's total operating revenue was derived as follows: 33% residential customers, 42% commercial customers, 8% industrial customers, 6% public authorities, 6% agricultural and other customers, and 5% other electric revenue. At December 31, 2003, SCE had consolidated assets of $18.5 billion and total shareholder's equity of $4.5 billion. SCE had 12,698 full-time employees at year-end 2003.

Information about SCE is available on the internet website maintained by Edison International at http://www.edisoninvestor.com. SCE makes available, free of charge on that internet website, its Annual Report on Form 10-K, Quarterly Reports on Form 1O-Qj Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as soon as reasonably practicable after SCE electronically files such material with, or furnishes it to, the SEC. Such reports are also available on the SEC's internet website at http://www.sec.gov.

Regulation SCE's retail operations are subject to regulation by the California Public Utilities Commission (CPUC).

The CPUC has the authority to regulate, among other things, retail rates, issuance of securities, and accounting practices. SCE's wholesale operations are subject to regulation by the Federal Energy Regulatory Commission (FERC). The FERC has the authority to regulate wholesale rates as well as other 1

matters, including retail transmission service pricing, accounting practices, and licensing of hydroelectric projects.

Additional information about the regulation of SCE by the CPUC and the FERC, and about SCE's competitive environment, appears in the MD&A under the headings "Management Overview," and "Regulatory Matters" and is incorporated herein by this reference. Also see "Competition" below.

SCE is subject to the jurisdiction of the United States Nuclear Regulatory Commission with respect to its nuclear power plants. Nuclear Regulatory Commission regulations govern the granting of licenses for the construction and operation of nuclear power plants and subject those power plants to continuing review and regulation.

The construction, planning, and siting of SCE's power plants within California are subject to the jurisdiction of the California Energy Commission and the CPUC. SCE is subject to the rules and regulations of the California Air Resources Board, State of Nevada, and local air pollution control districts with respect to the emission of pollutants into the atmosphere; the regulatory requirements of the California State Water Resources Control Board and regional boards with respect to the discharge of pollutants into waters of the state; and the requirements of the California Department of Toxic Substances Control with respect to handling and disposal of hazardous materials and wastes. SCE is also subject to regulation by the United States Environmental Protection Agency (EPA), which administers federal statutes relating to environmental matters. Other federal, state, and local laws and regulations relating to environmental protection, land use, and water rights also affect SCE.

The California Coastal Commission issued a coastal permit for the construction of the San Onofre Nuclear Generating Station (San Onofre) Units 2 and 3 in 1974. This permit, as amended, requires mitigation for impacts to fish and the San Onofre kelp bed. California Coastal Commission jurisdiction will continue for several years due to ongoing implementation and oversight of these permit mitigation conditions, consisting of restoration of wetlands and construction of an artificial reef for kelp. These mitigation measures were required to offset San Onofre's cooling water intake impacts to fish and kelp.

SCE has a coastal permit to construct a temporary dry cask spent fuel storage installation for San Onofre Units 2 and 3. The California Coastal Commission also has continuing jurisdiction over coastal permits issued for the decommissioning of San Onofre Unit 1, including for the construction of a temporary dry cask spent fuel storage installation for spent fuel from that unit.

The United States Department of Energy has regulatory authority over certain aspects of SCE's operations and business relating to energy conservation, power plant fuel use and disposal, electric sales for export, public utility regulatory policy, and natural gas pricing.

SCE is subject to CPUC affiliate transaction rules and compliance plans governing the relationship between SCE and its affiliates. Edison International is not a public utility under the laws of the State of California and is not subject to regulation as such by the California Public Utilities Commission. The CPUC decision authorizing SCE to reorganize into a holding company structure, however, contains certain conditions, which, among other things: (1) ensure the CPUC access to books and records of Edison International and its affiliates which relate to transactions with SCE; (2) require Edison International and its subsidiaries to employ accounting and other procedures and controls to ensure full review by the CPUC and to protect against subsidization of nonutility activities by SCE's customers; (3) require that all transfers of market, technological, or similar data from SCE to Edison International or its affiliates be made at market value; (4) preclude SCE from guaranteeing any obligations of Edison International without prior written consent from the CPUC; (5) provide for royalty payments to be paid by Edison International or its subsidiaries in connection with the transfer of product rights, patents, copyrights, or similar legal rights from SCE; and (6) prevent Edison International and its subsidiaries 2

from providing certain facilities and equipment to SCE except through competitive bidding. In addition, the decision provides that SCE shall maintain a balanced capital structure in accordance with prior CPUC Decisions, that SCIs dividnid policy shall continue to be established by SCE's Board of Directors as though SCE were a stand-alone utility company, and that the capital requirements of SCE, as determined to be necessary to meet SCE's service obligations; shall be given first priority by the boards of directors of Edison International and SCE.

In addition, the CPUC has issued affiliate transaction rules governing the relationships between SCE and its affiliates, including Edison International and the Nonutility Companies. SCE has filed compliance plans which set forth SCE's implementation of the CPUC's affiliate transaction rules. The rules and compliance plans are intended to maintain separateness between utility and nonutility activities and ensure that utility assets are not used to subsidize the activities of nonutility affiliates.

In April 2001, the CPUC adopted an order instituting investigation that reopened the past CPUC decisions authorizing the utilities to form holding companies and initiated an investigation into whether Edison International and PG&E Corporation violated CPUC requirements to give first priority to the capital needs of their respective utility subsidiaries; whether actions by Edison International and PG&E Corporation and their respective nonutility affiliates to shield, or "ring-fence," nonutility assets also violated the requirements that the holding companies give first priority to the capital needs of their utility subsidiaries; whether the payment of dividends by the utilities violated requirements that the utilities maintain dividend policies as though they were comparable stand-alone utility companies; whether there are any additional suspected violations of laws or CPUC rules and decisions; and whether additional rules, conditions, or other changes to the holding company decisions are necessary. Additional information about this matter appears in the MD&A under the heading "Regulatory Matters-Other Regulatory Matters-Holding Company Proceeding."

Competition Because SCE is an electric utility company operating within a defined service territory pursuant to authority from the CPUC, SCE faces competition only to the extent that federal and California laws permit other entities to provide electricity and related services to customers within SCE's service territory. California law currently provides only limited opportunities for customers to choose to purchase power directly from an energy service provider other than SCE. SCE also faces some*

competition from cities that create municipal utilities or community choice aggregators. In addition, customers may install their own on-site power generation facilities. Competition with SCE is conducted mainly on the basis of price as customers seek the lowest cost power available. The effect of competition on SCE generally is to reduce the size of SCE's customer base, thereby creating upward pressure on SCE's rate structure to cover fixed costs, which in turn may cause more customers to seek lower rates.

Additional information about this competition of SCE appears in the MD&A under the headings "Management Overview" and "Regulatory Matters-Generation and Power Procurement-Direct Access Proceedings."

Properties SCE supplies electricity to its customers through extensive transmission and distribution networks. Its transmission facilities, which deliver power from generating sources to the distribution network, consist of approximately 7,130 circuit miles of 33 kilovolt (kV), 55 kV, 66 kV, 115 kV, and 161 kV lines and 3,580 circuit miles of 220 kV lines (all located in California), 1,238 circuit miles of 500 kV lines (1,040 miles in California, 86 miles in Nevada, and 112 miles in Arizona), and 860 substations (all in California). SCE's distribution system, which takes power from substations to the customer, includes approximately 60,600 circuit miles of overhead lines, 35,400 circuit miles of underground lines, 3

II 1.5 million poles, 570 distribution substations, 678,760 transformers, and 734,800 area and street lights, all of which are located in California.

SCE owns and'operates the following generating facilities: (1) an undivided 75.05% interest (1,614 megawatts (MW)) in San Onofre Units 2 and 3, which are large pressurized water nuclear units located on the California coastline between Los Angeles and San Diego; (2) 36 hydroelectric plants (1,175 MW) located in California's Sierra Nevada, San Bernardino and San Gabriel mountain ranges, three of which (2.7 MW) are no longer operational, (3) a diesel-fueled generating plant (9 MW) and one hydroelectric plant (0.11 MW) located on Santa Catalina island off the Southern California coast, and (4) an undivided 56% interest (885 MW net) in the Mohave Generating Station, which consists of two coal-fueled generating units located in Clark County, Nevada near the California border.

SCE also owns an undivided 15.8% interest (590 MW) in Palo Verde Nuclear Generating Station, which is located near Phoenix, Arizona, and an undivided 48% interest (740 MW) in Units 4 and 5 at Four Corners Generating Station, which is a coal-fueled generating plant located in the Four Comers area of New Mexico. The Palo Verde and Four Comers plants are operated by Arizona Public Service Company.

At year-end 2003, the SCE-owned generating capacity (summer effective rating) was divided approximately as follows: 44% nuclear, 32% coal, 23% hydroelectric, and less than 1%diesel. The capacity factors in 2003 for SCE's nuclear and coal-fired generating units were: 97% for San Onofre; 69% for Mohave; 87% for Four Comers; and 87% for Palo Verde. For SCE's hydroelectric plants, generating capacity is dependent on the amount of available water. Therefore, while SCE's hydroelectric plants operated at a 39% capacity factor in 2003 due to a below normal water year, these plants were operationally available for 92.1% of the year.

The San Onofre units, Four Comers station, certain of SCE's substations, and portions of its transmission, distribution and communication systems are located on lands of the United States or others under (with minor exceptions) licenses, permits, easements or leases, or on public streets or highways pursuant to franchises. Certain of such documents obligate SCE, under specified circumstances and at its expense, to relocate transmission, distribution, and communication facilities located on lands owned or controlled by federal, state, or local governments.

Thirty-one of SCE's 36 hydroelectric plants (some with related reservoirs) are located in whole or in part on United States lands pursuant to 30- to 50-year FERC licenses that expire at various times between 2004 and 2029 (the remaining five plants are located entirely on private property and are not subject to FERC jurisdiction). Such licenses impose numerous restrictions and obligations on SCE, including the right of the United States to acquire projects upon payment of specified compensation. When existing licenses expire, the FERC has the authority to issue new licenses to third parties that have filed competing license applications, but only if their license application is superior to SCO s and then only upon payment of specified compensation to SCE. New licenses issued to SCE are expected to contain more restrictions and obligations than the expired licenses because laws enacted since the existing licenses were issued require the FERC to give environmental purposes greater consideration in the licensing process. SCE's applications for the relicensing of certain hydroelectric projects with an aggregate dependable operating capacity of approximately 24 MW are pending. Annual licenses have been issued to SCE hydroelectric projects that are undergoing relicensing and whose long-term licenses have expired. Federal Power Act Section 15 requires that the annual licenses be renewed until the long-term licenses are issued or denied.

Substantially all of SCE's properties are subject to the lien of a trust indenture securing First and Refunding Mortgage Bonds, of which approximately $3.1 billion in principal amount was outstanding on March 10, 2004. Such lien and SCE's title to its properties are subject to the terms of franchises, licenses, easements, leases, permits, contracts, and other instruments under which properties are held or operated, 4

certain statutes and governmental regulations, liens for taxes and assessments, and liens of the trustees under the trust indenture. In addition, such lien and SCE's title to its properties are subject to certain other liens, prior rights and other encumbrances, none of which, with minor or insubstantial exceptions, affect SCE's right to use such properties in its business, unless the matters with respect to SCE's interest in the Four Comers plant and the related easement and lease referred to below may be so considered.

SCE's rights in the Four Comers station, which is located on land of the Navajo Nation of Indians under an easement from the United States and a lease from the Navajo Nation, may be subject to possible defects. These defects include possible conflicting grants or encumbrances not ascertainable because of the absence of, or inadequacies in, the applicable recording law and the record systems of the Bureau of Indian Affairs and the Navajo Nation, the possible inability of SCE to resort to legal process to enforce its rights against the Navajo Nation without Congressional consent, the possible impairment or termination under certain circumstances of the easement and lease by the Navajo Nation, Congress, or the Secretary of the Interior, and the possible invalidity of the trust indenture lien against SCE's interest in the easement, lease, and improvements on the Four Comers station.

Information about the acquisition of Mountainview Power Company LLC by SCE and the construction of a new power plant appears in the MD&A under the heading "Acquisition" and is incorporated herein by this reference.

Construction Program Cash spent by SCE for its construction expenditures totaled approximately $1.2 billion in 2003,

$1.0 billion in 2002 and $688 million in 2001. Construction expenditures for 2004 are forecasted at

$1.9 billion.

Nuclear Power Matters NuclearPlantReactor Vessel Heads Inspections Recent nuclear industry concern has been expressed on the subject of leakage from nuclear reactor vessel head nozzle penetrations due to leakage at the Davis-Besse nuclear plant in Ohio. Inspections of the reactor head penetrations provide early detection of the conditions that cause the Davis-Besse type leakage. During scheduled refueling and maintenance outages at San Onofre Units 2 and 3, conducted in 2002 and 2003, vessel head nozzle penetrations in both units were inspected and no indications of leakage or degradation were detected. Inspections of Palo Verde Units 1, 2 and 3 were also performed during scheduled refueling and maintenance outages in 2002 and 2003 and no indications of leakage or degradation were detected.

San Onofre Steam GeneratorReplacements Information about San Onofre steam generator replacements appears in the MD&A under the heading "Other Developments-San Onofre Steam Generators" and is incorporated herein by this reference.

Palo Verde Plant Steam GeneratorReplacements Information about Palo Verde steam generator replacements appears in the MD&A under the heading "Other Developments-Palo Verde Steam Generators" and is incorporated herein by this reference.

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II Nuclear FacilityDecommissioning Decommissioning of San Onofre Unit 1 is underway and wili be completed in three phases:

(1) decontamination and dismantling of all structures and some foundations; (2) spent fuel storage monitoring; and (3) fuel storage facility dismantling, removal of remaining foundations, and site restoration. Phase one is anticipated to continue through 2008. Phase two is expected to continue until 2026. Phase three will be conducted concurrently with the San Onofre Units 2 and 3 decommissioning projects. On February 3, 2004, SCE announced that it has discontinued plans to ship the San Onofre Unit I reactor pressure vessel to a disposal site until such time as appropriate arrangements are made for its permanent disposal. It will continue to be stored at its current location at San Onofre Unit 1, where it remains completely safe and poses no risk to the public or the environment. This action results in placing the disposal of the reactor pressure vessel in Phase three of the San Onofre Unit 1 decommissioning project.

SCE expects that its reasonable San Onofre Unit 1 decommissioning costs will be paid from its nuclear decommissioning trust funds, subject to CPUC review. SCE maintains a customer-funded trust with a sufficient balance to pay for its share of the estimated cost for the remaining San Onofre Unit 1 decommissioning work. SCE plans to decommission its other nuclear generating facilities following expiration of the operating licenses as expeditiously as possible once authorized by the Nuclear Regulatory Commission. The cost estimates for decommissioning SCE's nuclear generating facilities other than San Onofre Unit 1 were based on the assumption that decommissioning will commence following the expiration of the current operating licenses. The operating licenses expire in 2022 for San Onofre Units 2 and 3, and in 2024, 2026 and 2027 for the Palo Verde units. SCE customers are continuing to contribute to the decommissioning trusts for San Onofre Units 2 and 3, and for the Palo Verde units. Decommissioning costs are recorded as a component of depreciation expense.

Nuclear Insurance Information about Nuclear Insurance can be found in Note 10 of Notes to Financial Statements and is incorporated herein by this reference.

Purchased Power and Fuel Supply SCE obtains the power needed to serve its customers from its generating facilities and from purchases from other utilities, independent power producers, qualifying facilities and the California Independent System Operator. In addition, power is provided to SCE's customers through purchases by the California Department of Water Resources (CDWR) under contracts with third parties. Sources of power to serve SCE's customers during 2003 were as follows: 40.5% purchased power; 22.9% CDWR; and 36.6%

SCE-owned generation consisting of 19.8% nuclear, 12.2% coal, and 4.6% hydro. Additional information about SCE's power procurement activities appears in the MD&A under the heading "Regulatory Matters-Generation and Power Procurement."

Natural Gas Supply SCE's gas requirements in 2003 were for start-up use at the Mohave coal-fired generation facility and to meet contractual obligations for power tolling agreements for SCE's residual-net sort position. All of the gas purchased by SCE in 2003 was purchased under North American Energy Standards Board agreements (master gas agreements) that define the terms and conditions of transactions with a particular supplier prior to any financial commitment.

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SCE maintains firm access rights onto the Southern California Gas Company system at Wheelers Ridge for 198,863 million British thermal units (mmBtu) per day as a result of a 13-year contract entered into in August 1993. SCE also maintains firm transportation rights of 18,000 mmBtu per day on Southwest Gas Corp's pipeline to serve Mohave generation facility. In 2002, the CPUC instructed the investor-owned utilities to bid on El Paso Natural Gas pipeline capacity in anticipation of a gas requirement in 2003. SCE participated in the auction and was awarded 9,218 mmBtu per day for delivery commencing in November 2002. Since there was no gas requirement on the El Paso Natural Gas pipeline in 2003, all capacity was released by SCE back to the market at tariff rates. The CPUC has determined that SCE's acquisition of the El Paso Natural Gas capacity was consistent with CPUC directions.

In 2003 SCE secured one-year natural gas storage capacity rights for 431,000 mmBtu with Southern California Gas Company. Storage capacity was secured to provide operation flexibility and to mitigate potential costs associated with the dispatch of SCE's tolling agreements.

Nuclear Fuel Supply SCE has contractual arrangements covering 100% of the projected nuclear fuel requirements for San Onofre Units 2 and 3 through the years indicated below:

Uranium concentrates................................................................................... 2008 Conversion............................................................................................... 2008 Enrichment ............................................................................ ... 2008 Fabrication............................................................................................. 2015 Spent Nuclear Fuel Information about Spent Nuclear Fuel appears in Note 10 of Notes to Financial Statements and is incorporated herein by this reference.

Coal Supply SCE purchases coal pursuant to long term contracts to provide stable and reliable fuel supplies to its two coal-fired generating stations, the Mohave and Four Comers plants. SCE entered into a coal contract, dated September 1, 1966, with BBP NavajopCoal Company, the predecessor to the current owner of the Navajo mine, to supply coal to Four Comers Units 4 and 5. The initial term of this coal supply contract for the Four Comers plant is through 2004 and includes extension options for up to 15 additional years.

For discussion of the litigation affecting the coal supply contract for the Mohave plant, see "Other Developments-Navajo.Nation Litigation" in the MD&A. SCE does not have reasonable assurance of an adequate coal supply for operating the Mohave plant after 2005. If reasonable assurance of an adequate.

coal supply is not obtained, it will become necessary to shut down the Mohave plant after December 31, 2005. For additional information, see "Regulatory Matters---Generation and Power Procurement-Mohave Generating Station and Related Proceedings" in the MD&A.

Environmental Matters SCE is subject to environmental regulation by federal, state and local authorities in the jurisdictions in which it operates in the'United States. This regulation, including the areas of air and water pollution, waste management, hazardous chemical use, noise abatement, land use, aesthetics, and nuclear control, continues to result in the imposition of numerous restrictions on SCE's operation of existing facilities, on the timing, cost, location, design, construction, and operation by SCE of new facilities, and on the cost of mitigating the effect of past operations on the environment.

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- l SCE believes that it is in substantial compliance with environmental regulatory requirements and that maintaining compliance with current requirements will not materially affect its financial position or results of operation. However, possible future developments, such as the promulgation of more stringent environmental laws and regulations, future proceedings that may be initiated by environmental authorities, and settlements agreed to by other companies could affect the costs and the manner in which SCE conducts its business and could cause it to make substantial additional capital or operational expenditures. There is no assurance that SCE would be able to recover these increased costs from its customers or that SCE's financial position and results of operations would not be materially adversely affected. SCE is unable to predict the extent to which additional regulations may affect its operations and capital expenditure requirements.

Typically, environmental laws and regulations require a lengthy and complex process for obtaining licenses, permits and approvals prior to construction, operation or modification of a project. Meeting all the necessary requirements can delay or sometimes prevent the completion of a proposed project as well as require extensive modifications to existing project, which may involve significant capital or operational expenditures. Furthermore, if SCE fails to comply with applicable environmental laws, it may be subject to injunctive relief, penalties and fines imposed by regulatory authorities.

Air Quality SCE's facilities, including in particular the Mohave plant located in Laughlin, Nevada, and the Four Comers plant located in the Four Comers area of New Mexico are subject to various air quality regulations, including the Federal Clean Air Act and similar state and local statutes.

Mohave Consent Decree. In 1998, several environmental groups filed suit against the co-owners of the Mohave plant regarding alleged violations of emissions limits. In order to resolve the lawsuit and accelerate resolution of key environmental issues regarding the plant, the parties entered into a consent decree, which was approved by the Nevada federal district court in December 1999. The decree also addressed concerns raised by EPA programs regarding regional haze and visibility. As to regional haze, EPA issued final rulemaking on July 1, 1999, that did not impose any additional emissions control requirements on the Mohave plant beyond meeting the provisions of the consent decree. As to visibility, EPA issued its final rule regarding visibility impairment at the Grand Canyon on February 8, 2002. This final rule incorporated the terms of the consent decree into the Visibility Federal Implementation Plan for the State of Nevada, making the terms of the consent decree federally enforceable.

SCE's share of the costs of complying with the consent decree and taking other actions to continue operation of the Mohave plant beyond 2005 is estimated to be approximately $605 million over the next four years; however, SCE has suspended its efforts seeking CPUC approval for the installation of such Mohave plant controls. Additional information about these issues appears in the MD&A under the heading "Other Developments-Environmental Matters-Clean Air Act."

Mercury Maximum Achievable Control Technology Determination. In December 2000, EPA announced its intent to regulate mercury emissions and other hazardous air pollutants from coal-fired electric power plants under Section 112 of the Clean Air Act, and indicated that it would propose a rule to regulate these emissions by no later than December 15, 2003. On December 15, 2003, EPA issued proposed rules for regulating mercury emissions from coal fired power plants. EPA proposed two rule options for public comment: (1) regulate mercury as a hazardous air pollutant under Section 112(d) of the Clean Air Act; or (2) rescind EPA's December 2000 finding regarding a need to control coal power plant mercury emissions as a hazardous air pollutant, and instead, promulgate a new "cap and trade" emissions regulatory program to reduce mercury emissions in two phases by years 2010 and 2018. On February 24, 8

2004, EPA announced a Supplemental Notice of Proposed Rulemaking that provides more details on their emissions cap and trade proposal for mercury. At this time, EPA anticipates finalizing the regulations in December, 2004, with controls required to be in place by some time between the end of 2007 (if the technology-based standard is chosen) and 2010 (when Phase I of the cap and trade approach would be implemented if this approach is chosen).

Until the mercury regulations are finalized, SCE cannot fully evaluate the potential impact of these regulations on the operations of all of its facilities. Additional capital costs related to those regulations could be required in the future and they could be material, depending upon the final standards adopted by EPA.

NationalAmbientAir Quality Standards. New ambient air quality standards for ozone, coarse particulate matter and fine particulate matter were adopted by EPA in July 1997. It is widely understood that attainment of the fine particulate matter standard may require reductions in emissions of nitrogen oxides and sulfur dioxides. These standards were challenged in the courts, and on March 26, 2002, the United States Court of Appeals for the District of Columbia Circuit upheld EPA's revised ozone and fine particulate matter ambient air quality standards.

Because of the delays resulting from the litigation over the new standards, EPA's new schedule for implementing the ozone and fine particulate matter standards calls for designation of attainment and nonattainment areas under the two standards in 2004. Once these designations are published, states will be required to revise their implementation plans to achieve attainment of the revised standards. The revised state implementation plans are likely to require additional emission reductions from facilities that are significant emitters of ozone precursors and particulates. Any requirement imposed on SCE's coal-fired generating facilities to further reduce their emissions of sulfur dioxide, nitrogen oxides and fine particulates as a result of the ozone and fine particulate matter standard will not be known until the states revise their implementation plans.

At this time, SCE cannot predict the emission reduction targets that EPA will ultimately adopt or the specific timing for compliance with those targets. In addition, any additional obligations on SCE's facilities to further reduce their emissions of sulfur dioxide, nitrogen oxides and fine particulates to address local non-attainment with the 8-hour ozone and fine particulate matter standards will not be known until the states revise their implementation plans. Depending upon the final standards that are adopted, SCE may incur substantial costs or financial impacts resulting from required capital improvements or operational changes.

New Source Review Requirements. On November 3, 1999, the United States Department of Justice filed suit against a number of electric utilities, not including SCE, for alleged violations of the Clean Air Act's "new source review" (NSR) requirements related to modifications of air emissions sources at electric generating stations. Around that same time, EPA issued requests for information pursuant to the Clean Air Act to numerous other electric utilities seeking to determine whether these utilities also engaged in activities in violation of the NSR requirements.

On June 27, 2000, EPA issued a request for information to the Four Comers plant. On September 1, 2000, Arizona Public Service Company, the operator of the plant, replied to the request. To date, no further action has been taken by EPA with respect to the Four Comers plant.

Several utilities have reached formal agreements or agreements-in-principle with the United States to resolve alleged NSR violations. These settlements involved installation of additional pollution controls, supplemental environment projects, and the payment of civil penalties. The agreements provided for a phased approach to achieving required emission reductions over the next 10 to 15 years, and some called 9

for the retirement or repowering of coal-fired generating units. The total cost of some of these settlements exceeded $1 billion; the civil penalties agreed to by these utilities generally range between S1 million and

$10 million. Because of the uncertainty created by the Bush administration's review of the NSR regulations and NSR enforcement proceedings, some of these settlements have not been finalized.

However, the Department of Justice review released in January 2002 concluded "EPA has a reasonable basis for arguing that the enforcement actions are consistent with both the Clean Air Act and the Administrative Procedure Act." No change in the Department of Justice's position regarding pending NSR legal actions has been announced as a result of EPA's proposed NSR reforms (discussed immediately below). In January 2004, EPA announced new enforcement actions against several power generating facilities.

On December 31, 2002, EPA finalized a rule to improve the NSR program. This rule is intended to provide additional flexibility with respect to NSR by, among other things, modifying the method by which a facility calculates the emissions' increase from a plant modification; exempting, for a period of ten years, units that have complied with NSR requirements or otherwise installed pollution control technology that is equivalent to what would have been required by NSR; and allowing a facility to make modifications without being required to comply with NSR if the facility maintained emissions below plant-wide applicability limits. Although states, industry groups and environmental organizations have filed litigation challenging various aspects of the rule, it became effective March 3, 2003. To date, the rule remains in effect, although the pending litigation could still result in changes to the final rule.

A federal district court, ruling on a lawsuit filed by EPA, found on August 7, 2003 that the Ohio Edison Company violated requirements of the NSR within the Clean Air Act by upgrading certain coal-fired power plants without first obtaining the necessary preconstruction permits. On August 26, 2003, another federal district court ruling in an NSR enforcement action against Duke Energy Corporation, adopted a different interpretation of the NSR provisions that could limit liability for similar upgrade projects.

On October 27, 2003, EPA issued a final rule revising its regulations to define more clearly a category of activities that are not subject to NSR requirements under the "routine maintenance, repair and replacement" exclusion. This clearer definition of "routine maintenance, repair and replacement," would provide SCE greater guidance in determining what investments can be made at its existing plants to improve the safety, efficiency and reliability of its operations without triggering NSR permitting requirements and might mitigate the potential impact of the Ohio Edison decision. However, on December 24, 2003, the Unites States Court of Appeals for the D.C. Circuit blocked implementation of the "routine maintenance, repair and replacement" rule, pending further judicial review.

As a result of these recent developments, there is currently uncertainty as to EPA's enforcement policy on alleged NSR violations. These developments will continue to be monitored by SCE, to assess what implications, if any, they will have on the operation of domestic power plants owned or operated by SCE, or on SCE's results of operations or financial position.

Climate Change. Since the adoption of the United Nations Framework Convention on Climate Change in 1992, there has been worldwide attention with respect to greenhouse gas emissions. In December 1997, the Clinton administration participated in the Kyoto, Japan negotiations, where the basis of a Climate Change treaty was formulated. Under the treaty, known as the Kyoto Protocol, the United States would be required, by 2008-2012, to reduce its greenhouse gas emissions by 7% from 1990 levels.

In March 2001, the Bush administration announced that the Unites States would not ratify the Kyoto Protocol, but would instead offer an alternative. On February 14, 2002, President Bush announced objectives to slow the growth of greenhouse gas emissions by reducing the amount of greenhouse gas emissions per unit of economic output by 18% by 2012 and to provide funding for climate-change related 10

programs. The President's proposed program does not include mandatory reductions of greenhouse gas emissions. However, various bills have been, or are expected to be, introduced in Congress to require greenhouse gas emission reductions and to address other issues related to climate change. Apart from the Kyoto Protocol, SCE may be impacted by future federal or state legislation relating to controlling greenhouse gas emissions. To date, none have passed through Congress. In addition, there have been several petitions from states and other parties to compel EPA to regulate greenhouse gases under the Clean Air Act. EPA denied on September 3, 2003, a petition by Massachusetts, Maine' and Connecticut to compel EPA under the Clean Air Act to require EPA to establish a national ambient air quality standard for carbon dioxide. Since that time, 11 states and other entities have filed suits against EPA in the United States Court of Appeals for the D.C. Circuit and the D.C. Circuit has granted intervention requests from 10 states that support EPA's ruling., The D.C. Circuit has not yet ruled on this matter.

SCE continues to monitor these developments relating to greenhouse gas emissions so as to determine the impacts, if any, on SCE's operations.

FederalLegislative Initiatives. There have been a number of bills introduced in the last session of Congress and the current session of Congress that would amend the Clean Air Act to specifically target emissions of certain pollutants from electric utility generating stations. These bills would mandate reductions in emissions of nitrogen oxides, sulfur dioxide and mercury. Some bills would also impose limitations on carbon dioxide emissions. The various proposals differ in many details, including the timing of any required reductions; the extent of required reductions; and the relationship of any new obligations that would be imposed by these bills with existing legal requirements. There is significant uncertainty as to whether any of the proposed legislative initiatives will pass in their current form or whether any compromise can be reached that would facilitate passage of legislation. Accordingly, SCE is not able to evaluate the potential impact of these proposals at this time.

Compliance with HazardousSubstances and Hazardous Waste Laws Under various federal, state and local environmental laws and regulations, a current or previous owner or operator of any facility, including an electric generating facility, may be required to investigate and remediate releases or threatened releases of hazardous or toxic substances or petroleum products located at that facility, and may be held liable to a governmental entity or to third parties for property damage, personal injury, natural resource damages, and investigation and remediation costs incurred by these parties in connection with these releases or threatened releases. Many of these laws, including the Comprehensive Environmental Response, Compensation and Liability Act of 1980, commonly referred to as CERCLA, as amended by the Superfund Amendments and Reauthorization Act of 1986, impose liability without regard to whether the owner knew of or caused the presence of the hazardous substances, and courts have interpreted liability under these laws to be strict and joint and several.

The cost of investigation, remediation or removal of these substances may be substantial. In addition, persons who arrange for the disposal or treatment of hazardous or toxic substances at a disposal or treatment facility may be liable for the costs of removal or remediation of a release or threatened release of hazardous or toxic substances at that disposal or treatment facility; whether or not that facility is owned or operated by that person. Some environmental laws and regulations create a lien on a contaminated site in favor of the government for damages and costs it incurs in connection with the remediation of contamination. The owner of a contaminated site and persons who arrange for the disposal of hazardous substances at that site also may be subject to common law claims by third parties based on damages and costs resulting from environmental contamination emanating from that site.

Toxic Substances ControlAct. The federal Toxic Substances Control Act and accompanying regulations govern the manufacturing, processing, distribution in commerce, use, and disposal of listed compounds, 11

such as polychlorinated biphenyls, a toxic substance used in certain electrical equipment. For SCE, current costs associated with remediation and disposal of this substance are immaterial.

Asbestos. Federal, state and local laws, regulations and ordinances also govern the removal, encapsulation or disturbance of asbestos-containing materials when these materials are in poor condition or in the event of construction, remodeling, renovation or demolition of a building. Those laws and regulations may impose liability for release of asbestos-containing materials and may provide for the ability of third parties to seek recovery from owners or operators of these properties for persona injury associated with asbestos-containing materials.

In connection with the ownership and operation of its facilities, SCE may be liable for costs associated with hazardous waste compliance and remediation required by the laws and regulations identified herein.

The CPUC allows SCE to recover in retail rates paid by its customers, partial environmental remediation costs at certain sites through an incentive mechanism. Additional information about these laws and regulations appears in Note 10 of Notes to Financial Statements and in the MD&A under the heading "Other Developments-Environmental Matters."

Water Quality Clean WaterAct. Regulations under the federal Clean Water Act require permits for the discharge of pollutants into United States waters and permits for the discharge of stormwater flows from certain facilities. Under this act, EPA issues effluent limitation guidelines, pretreatment standards, and new source performance standards for the control of certain pollutants. The Clean Water Act also regulates the thermal component (heat) of effluent discharges and the location, design, and construction of cooling water intake structures at generating facilities. Individual, states may impose more stringent effluent limitations than EPA. California has an EPA approved program to issue individual or group (general) permits for the regulation of Clean Water Act discharges. EPA does not issue permits for pollution discharges in California.

SCE incurs additional expenses and capital expenditures in order to comply with guidelines and standards applicable to certain of its facilities. SCE presently has discharge permits for all applicable facilities.

Cooling Water-Intake Structures. EPA adopted new regulations governing cooling water intake structures at existing electrical generating stations in February 2004. On February 16, 2004, the Administrator of EPA signed the final Phase II rule implementing Section 316(b) of the Clean Water Act establishing standards for cooling water intake structures at existing electrical generating stations that withdraw more than 50 million gallons of water per day and use more than 25%o of that water for cooling purposes. The purpose of the regulation is to substantially reduce the number of aquatic organisms that are pinned against cooling water intake structures or drawn into cooling water systems. The San Onofre station will be subject to these rules. SCE believes the new rules will not significantly impact San Onofre and that the facility will be compliant without any physical or operational modifications. However, San Onofre will likely be required to conduct a comprehensive compliance demonstration study that could cost approximately $3 million over the next five years.

Safe Drinking Water and Toxic Enforcement Act. California's Safe Drinking Water and Toxic Enforcement Act prohibits the exposure of individuals to chemicals known to the State of California to cause cancer or reproductive harm and the discharge of such chemicals into potential sources of drinking water. As SCE's operations call for use of different products, and as additional chemicals are placed on the State's list, SCE is required to incur additional costs to review and possibly revise its operations to ensure compliance with the requirements of this law.

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Item 2. Properties The principal properties of SCE are described above under "Properties."

Item 3. Legal Proceedings Navajo Nation Litigation Information about the Navajo Nation Litigation appears in the MD&A under the heading "Other Developments-Navajo Nation Litigation" and is incorporated herein by this reference.

CPUCLitigation and Settlement Information about SCE's lawsuit against the CPUC, its settlement, and the appeal of the stipulated judgment approving the settlement appears in the MD&A under the heading "Regulatory Matters-Generation and Power Procurement-CPUC Litigation Settlement Agreement" and is incorporated herein by this reference.

CPUCInvestigation Regarding SCE's ElectricLine Maintenance Practices Information about the CPUC's order instituting investigation regarding SCE's electric line maintenance practices appears in the MD&A under the heading "Regulatory Matters-Transmission and Distribution-Electric Line Maintenance Practices Proceeding" and is incorporated herein by this reference.

Departmentof Toxic Substances ControlEnforcementAction SCE has received a draft enforcement order, consent order and related documents from the California Department of Toxic Substances Control, seeking penalties totaling $383,400. The Department of Toxic Substances Control alleges that SCE failed, during a 13-month period ending in March 2002, to properly maintain prescribed levels of financial assurance in connection with its on-site management of hazardous waste at San Onofre. SCE is in settlement discussions with the Department of Toxic Substances Control to resolve this matter through the use of an administrative consent order.

County of San BernardinoInvestigation County of San Bernardino Office of District Attorney notified SCE, in a letter dated September 23, 2003, of its intent to file a misdemeanor criminal complaint and a civil complaint seeking injunctive relief for the alleged failure to report a spill of oil from a transformer in an isolated area of San Bernardino County.

The penalties according to the County could range from $5,604 to $555,604. The parties have entered into a tolling agreement and are continuing settlement discussions.

Irvine UndergroundStorage Tank Matter In a letter dated October 20, 2003, the office of the District Attorney of Orange County, California alleged that reports generated by the Orange County Health Care Agency revealed that SCE violated the California Code of Regulations by failing to upgrade an underground storage tank in Irvine, California, between December 23, 1998 and November 4, 2001. While the tank had been removed at the date of the letter, the previous violations were alleged to exist. The October 20, 2003 letter advised that it was the intention of the District Attorney's office to bring an action against SCE in Orange County Superior Court, seeking civil penalties ranging from $500 up to $5,000 per tank per day of violation, and costs of 13

investigation. As a result of a prefiling settlement conference held on November 21, 2003, SCE settled the matter with the office of the District Attorney of Orange County for an immaterial amount.

Item 4. Submission of Matters to a Vote of Security Holders Inapplicable Pursuant to Form 10-K's General Instruction (General Instruction) G(3), the following information is included as an additional item in Part I:

Executive Officers"l) of the Registrant Age at Executive Officer December 31, 2003 Company Position John E. Bryson 60 Chairman of the Board Alan J. Fohrer 53 Chief Executive Officer and Director Robert G. Foster 56 President Harold B. Ray 63 Executive Vice President, Generation Pamela A. Bass 56 Senior Vice President, Customer Service John R Fielder 58 Senior Vice President, Regulatory Policy and Affairs Stephen E. Pickett 53 Senior Vice President and General Counsel Richard M. Rosenblum 53 Senior Vice President, Transmission and Distribution W. James Scilacci 48 Senior Vice President and Chief Financial Officer Mahvash Yazdi 52 Senior Vice President, Business Integration, and Chief Information Officer Bruce C. Foster 51 Vice President, Regulatory Operations.

Frederick J. Grigsby. Jr. 56 Vice President, Human Resources and Labor Relations Thomas M. Noonan 52 Vice President and Controller Pedro J. Pizarro 38 Vice President, Power Procurement (1) The term "Executive Officers" is defined by Rule 3b-7 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended.

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None of SCE's executive officers is related to each other by blood or marriage. As set forth in Article TV of SCE's Bylaws, the elected officers of SCE are chosen annually by and serve at the pleasure of SCE's Board of Directors and hold their respective offices until their resignation, removal, other disqualification from service, or until their respective successors are elected. All of the above officers have been actively engaged in the business of SCE, Edison International and/or the nonutility company affiliates of SCE for more than five years except Frederick J. Grigsby, Jr., and Pedro J. Pizarro. Those officers who have not held their present position with SCE for the past five years had the following business experience during that period:

Executive Officer Company Position Effective Dates John E. Bryson Chairman of the Board, SCE January 2003 to present Chairman of the Board, President, and Chief January 2000 to present Executive Officer, Edison International Chairman of the Board, Edison Capital"') January 2000 to present Chairman of the Board, Edison Mission January 2000 to December 2002 Energy(2).

Chairman of the Board and Chief Executive October 1990 to December 1999 Officer, Edison International and SCE Alan J. Fohrer Chief Executive Officer and Director, SCE January 2003 to present Chairman of the Board and Chief Executive January 2002 to December 2002 Officer, SCE President and Chief Executive Officer, January 2000 to December 2001 Edison Mission Energy( 2 )

Executive Vice President and Chief September 1996 to January 2000 Financial Officer, Edison International Chairman of the Board, Edison January 1998 to September 1999 Enterprises( 3 )

Executive Vice President and Chief September 1996 to December 1999 Financial Officer, SCE Vice Chairman of the Board, Edison May 1993 to January 1999 Mission Energy(2)

Robert G. Foster President, SCE January 2002 to present Senior Vice President, External Affairs, April 2001 to December 2001 Edison International and SCE Senior Vice President, Public Affairs, November 1996 to April 2001 Edison International and SCE Pamela A. Bass Senior Vice President, Customer Service, March 1999 to present SCE Vice President, Customer Solutions June 1996 to February 1999 Business Unit, SCE Stephen E. Pickett Senior Vice President and General Counsel, January 2002 to present SCE Vice President and General Counsel, SCE January 2000 to December 2001 Associate General Counsel, SCE November 1993 to December 1999 15

Executive Officer Company Position Effective Dates W. James Scilacci Senior Vice President and Chief Financial January 2003 to present Officer, SCE Vice President and Chief Financial Officer, January 2000 to December 2002 SCE Director, 2002 General Rate Case, SCE August 1999 to December 1999 Director, Qualifying Facility Resources, January 1996 to August 1999 SCE Mahvash Yazdi Senior Vice President, Business Integration, September 2003 to present and Chief Information Officer, Edison International and SCE Senior Vice President and Chief January 2000 to September 2003 Information Officer, SCE and Edison International Vice President and Chief Information May 1997 to December 1999 Officer, SCE and Edison International Frederick J. Vice President, Human Resources and January 2004 to present Grigsby, Jr. Labor Relations, Edison International and SCE Vice President, Human Resources and July 2001 to December 2003 Labor Relations, SCE Senior Vice President, Human Resources, December 1998 to October 2000 Fluor Corpomtion( 4X5 )

Thomas M. Noonan Vice President and Controller, SCE and March 1999 to present Edison International Assistant Controller, SCE and Edison September 1993 to March 1999 International Pedro J. Pizarro Vice President, Power Procurement January 2004 to present Vice President, Strategy and Business July 2001 to December 2003 Development, SCE Vice President, Technology Business September 2000 to June 2001 Development, Edison International Director, Strategic Planning, Edison May 1999 to September 2000 International Consultant, McKinsey & Company(4X6) October 1993 to April 1999

°) Edison Capital is a subsidiary of Edison International and has investments worldwide in energy and infrastructure projects and affordable housing projects located throughout the United States.

(2)

Edison Mission Energy is a subsidiary of Edison International and is an independent power producer engaged in the business of owning or leasing and operating electric power generation facilities worldwide.

(3) Edison Enterprises is an inactive nonutility subsidiary of Edison International, originally organized to own the stock and coordinate the activities of Edison International's former retail products and services business.

(4) This entity is not a parent, subsidiary or other affiliate of SCE.

16

(5) The Fluor Corporation is one of the world's largest, publicly owned engineering, procurement, construction, and maintenance services organizations.

(6) McKinsey & Company is a management consulting firm.

PART II Item 5. Market for Registrant's Common Equity and Related Stockholder Matters Certain information responding to Item 5 with respect to frequency and amount of cash dividends is included in SCE's Annual Report to Shareholders for the year ended December 31, 2003 (Annual Report), under Quarterly Financial Data on page 79 and is incorporated herein by this reference. As a result of the formation of a holding company described above in Item 1, all of the issued and outstanding common stock of SCE is owned by Edison International and there is no market for such stock.

Item 201(d) of Regulation S-K, "Securities Authorized For Issuance Under Equity Compensation Plans,"

is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

Item 6. Selected Financial Data Information responding to Item 6 is included in the Annual Report under "Selected Financial and Operating Data: 1999-2003" on page 80, and is incorporated herein by this reference.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation Information responding to Item 7 is included in the Annual Report on pages 1 through 35 and is incorporated herein by this reference.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk Information responding to Item 7A is included in the MD&A under "Market Risk Exposures" on pages 6 through 8, and is incorporated herein by this reference.

Item 8. Financial Statements and Supplementary Data Certain information responding to Item 8 is set forth after Item 15 in Part III. Other information responding to Item 8 is included in the Annual Report on pages 39 through 78 and is incorporated herein by this reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.

Item 9A. Controls and Procedures Disclosure Controlsand Procedures SCE's management, with the participation of the company's Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of SCE's disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the 17

I "Exchange Act")) as of the end of the period covered by this report. Based on such evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, SCE's disclosure controls and procedures are effective.

Internal Control over FinancialReporting There have not been any changes in SCE's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal year to which this report relates that have materially affected, or are reasonably likely to materially affect, SCE's internal control over financial reporting.

PART III Item 10. Directors and Executive Officers of the Registrant Information concerning executive officers of SCE is set forth in Part I in accordance with General Instruction G(3), pursuant to Instruction 3 to Item 401(b) of Regulation S-K. Other information responding to Item 10 will appear in SCE's definitive Joint Proxy Statement (Proxy Statement) to be filed with the SEC in connection with SCE's Annual Shareholders' Meeting to be held on May 20, 2004, under the headings "Election of Directors, Nominees for Election," "Board Committees and Subcommittees,"

"Section 16(a) Beneficial Ownership Reporting Compliance," and "Code of Business Conduct and Ethics," and is incorporated herein by this reference.

In addition, the following information is furnished with respect to Mr. Daniel M. Tellep, a Director of SCE, who is expected to retire from the Board of Directors on May 20, 2004:

Daniel M. Tellep, age 72, has been a Director of SCE since 1992. He is also a Director of Edison International. Mr. Tellep retired as Chairman of the Board of Lockheed Martin Corporation (aerospace industry) in 1996.

Item 11. Executive Compensation Information responding to Item 11 will appear in the Proxy Statement under the headings "Director Compensation," "Executive Compensation-Summary Compensation Table," "Option/SAR Grants in 2003," "Aggregated Option/SAR Exercises in 2003 and FY-End Option/SAR Values," "Long-Term Incentive Plan Awards in Last Fiscal Year," "Pension Plan Table," "Other Retirement Benefits,"

"Employment Contracts and Termination of Employment Arrangements," and "Compensation and Executive Personnel Committees' Interlocks and Insider Participation," and is incorporated herein by this reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management Information responding to Item 12 will appear in the Proxy Statement under the headings "Stock Ownership of Directors and Executive Officers" and "Stock Ownership of Certain Shareholders," and is incorporated herein by this reference.

Item 201(d) of Regulation S-K, "Securities Authorized For Issuance Under Equity Compensation Plans,"

is not applicable because SCE has no compensation plans under which equity securities of SCE are authorized for issuance.

18

Item 13. Certain Relationships and Related Transactions Information responding to Item 13 will appear in the Proxy Statement under the headings "Certain Relationships and Transactions" and "Other Management Transactions," and is incorporated herein by this reference.

Item 14. Principal Accounting Fees and Services Information responding to Item 14 will appear in the Proxy Statement under the heading "Independent Accountant Fees," and is incorporated herein by this reference.

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K (a)(1) Financial Statements The following items contained in the Annual Report are found on pages 2 through 63, and are incorporated herein by this reference.

Management's Discussion and Analysis of Financial Condition and Results of Operations Responsibility for Financial Reporting Report of Independent Public Auditors Report of Predecessor Independent Accountants Consolidated Statements of Income - Years Ended December 31, 2003, 2002 and 2001 Consolidated Balance Sheets - December 31, 2003, and 2002 Consolidated Statements of Cash Flows - Years Ended December 31, 2003, 2002 and 2001 Consolidated Statements of Changes in Common Shareholders' Equity - Years Ended December 31, 2003, 2002 and 2001 Notes to Consolidated Financial Statements (a)(2) Report of Independent Auditors and Schedules Supplementing Financial Statements The following documents may be found in this report at the indicated page numbers:

Pace Report of Independent Auditors on Financial Statement Schedule 22 Report of Predecessor Independent Public Accountants on Supplemental Schedules 23 Schedule II - Valuation and Qualifying Accounts for the Years Ended December 31, 2003, 2002, and 2001 26 Schedules I through V, inclusive, except those referred to above, are omitted as not required or not applicable.

(a)(3) Exhibits See Exhibit Index beginning on page 28 of this report.

SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to SCE of its reasonable expenses of furnishing such exhibit, which shall be limited to photocopying charges and, if mailed to the requesting party, the cost of first-class postage.

19

(b) Reports on Form 8-K Date of Report Date Filed Item(s) Reported November 5, 2003* November 5, 2003* Item 12*

October 22, 2003 October 23, 2003 Item 5 October 16, 2003 October 16, 2003 Item 5

• The November 5, 2003 Form 8-K was furnished under Item 12 and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933.

20

Report of Independent Auditors on Financial Statement Schedule To the Board of Directors and Shareholder of Southern California Edison Company Our audits of the consolidated financial statements referred to in our report dated March 10, 2004, appearing in the 2003 Annual Report of Southern California Edison Company (which report and consolidated financial statements are incorporated by reference in this Annual Report on Form 10-K) also included an audit of the financial statement schedule for the years ended December'31, 2003 and 2002 listed in Item 15(a)(2) of this Form 10-K. In our opinion, the 2003 and 2002 financial statement schedule present fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. The financial statement schedule information of Southern California Edison Company for the year ended December 31, 2001 was audited by other independent accountants who have ceased operations. Those independent accountants expressed an unqualified opinion on that financial statement schedule information in their report dated March 25, 2002.

Los Angeles, California March 10, 2004 21

THE FOLLOWING REPORT IS A COPY OF A REPORT PREVIOUSLY ISSUED BY ARTHUR ANDERSEN LLP AND HAS NOT BEEN REISSUED BY ARTHUR ANDERSEN LLP.

REPORT OF PREDECESSOR INDEPENDENT PUBLIC ACCOUNTANTS ON SUPPLEMENTAL SCHEDULES To Southern California Edison Company:

We have audited, in accordance with auditing standards generally accepted in the United States, the consolidated financial statements included in the 2002 Annual Report to Shareholders of Southern California Edison Company incorporated by reference in this Form 10-K, and have issued our report thereon dated March 25, 2002. Our audits were made for the purpose of forming an opinion on those consolidated financial statements taken as a whole. The supplemental schedules listed in Part III of this Form 10-K are the responsibility of Southern California Edison Company's management and are presented for purposes of complying with the Securities and Exchange Commission's rules and regulations, and are not part of the consolidated financial statements. These supplemental schedules have been subjected to the auditing procedures applied in the audits of the consolidated financial statements and, in our opinion, fairly state in all material respects the financial data required to be set forth therein in relation to the consolidated financial statements taken as a whole.

ARTHUR ANDERSEN LLP Los Angeles, California March 25, 2002 22

Southern California Edison Company SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Year Ended December 31, 2003 Additions Balance at Charged to Charged to Balance Beginning of Costs and Other at End Description Period Expenses Accounts Deductions of Period (In thousands)

Uncollectible Accouhts:

Customers $ 30,038 $ 19,243 $ - $ 25,546 $ 23,735 All other 6,024 4,594 - 4,134 6,484 Total $ 36,062 $ 23,837 $ - $29,680(a) $ 30,219 (a) Accounts written off, net.

23

Southern California Edison Company SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Year Ended December 31, 2002 Additions Balance at Charged to Charged to Balance Beginning of Costs and Other at End Description Period Expenses Accounts Deductions of Period (In thousands)

Uncollectible Accounts:

Customers $ 28,300 $ 21,035 $ - $ 19,297 $ 30,038 All other 3,656 4,308 - 1,940 6,024 Total $ 31,956 $ 25,343 $ - $ 21,237(a) $ 36,062 (a) Accounts written off, net.

24

Southern California Edison Company SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS For the Year Ended December 31, 2001 Additions Balance at Charged to Charged to Balance Beginning of Costs and Other at End Description Period Expenses Accounts Deductions of Period (In thousands)

Group A:

Uncollectible Accounts:

Customers $ 19,793 $ 28,926 $ - $ 20,419 $ 28,300 All other 3,427 1,836 - 1,607 3,656 Total . $ 23,220 $ 30,762 $ - $ 22,026(a) $ 31,956 Group B:

DOE Decontamination and Decommissioning $ 29,920 $ - $ $ 5,520(b) $ 24,400 Purchased-power settlements 466,232 - 110,353(c) 355,879 Pension and benefits 296,278 195,558 72,037(d) 419,799 Maintenance Accrual Insurance, casualty and other 64,058 54,827 - 43,815(e) 75,070 Total $ 856,488 $ 250,385 $ - $ 231,725 $ 875,148 (a) Accounts written off, net.

(b) Represents amounts paid.

(c) Represents the amortization of the liability established for purchased-power contract settlement agreements.

(d) Includes pension payments to retired employees, amounts paid to active employees during periods of illness and the funding of certain pension benefits.

(e) Amounts charged to operations that were not covered by insurance.

25

1, .I _

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

SOUTHERN CALIFORNIA EDISON COMPANY By:

Kenneth S. Stewart Assistant General Counsel Date: March 15,2004 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Sianature Title Principal Executive Officer:

Alan J. Fohrer* Chief Executive Officer and Director Principal Financial Officer:

W. James Scilacci* Senior Vice President and Chief Financial Officer Controller or Principal Accounting Officer Thomas M. Noonan* Vice President and Controller Board of Directors:

John E. Bryson* Director Bradford M. Freeman* Director Bruce Karatz* Director Luis G. Nogales* Director Ronald L. Olson* Director James M. Rosser* Director Richard T. Schlosberg, m* Director Robert IH Smith* Director Thomas C. Sutton* Director Daniel M. Tellep* Director

• By:

Kenneth S. Stewart Assistant General Counsel Date: March 15, 2004 26

EXHIBIT INDEX Exhibit Number Description 3.1 Certificate of Amendment and Restated Articles of Incorporation of SCE effective June 1, 1993 (File No. 1-2313, SCE Form 10-K for the year ended December 31, 1993)*

3.2 Certificate of Correction of Restated Articles of Incorporation of SCE dated effective August 21, 1997 (File No. 1-2313, SCE Form 10-Q for the quarter ended September 30, 1997)*

3.3 Amended Bylaws of Southern California Edison Company as adopted by the Board of Directors on January 1,2003 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.'24522)*

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. 2-761 0)*

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, SCE Form 8-K dated July 22, 1992)*

4.10 Indenture, dated as of January 15, 1993 (File No. 1-2313, SCE Form 8-K dated January 28, 1993)*

10.1** Form of 1981 Deferred Compensation Agreement (File No. 1-2313, filed as Exhibit 10.2 to SCE Form 10-K for the year ended December 31, 198 1)*

10.2** Form of 1985 Deferred Compensation Agreement for Executives (File No. 1-2313, filed as Exhibit 10.3 to SCE Form 10-K for the year ended December 31, 1985)*

10.3** Form of 1985 Deferred Compensation Agreement for Directors (File No. 1-2313, filed as Exhibit 10.4 to SCE Form 10-K for the year ended December 31, 1985)*

10.4** Director Deferred Compensation Plan as restated May 14, 2002 (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30, 2002)*

10.4.1** Director Deferred Compensation Plan Amendment No. 1 effective January 1,2003 (File No.

1-9936, filed as Exhibit 10.4.1 to Edison International Form 10-K for the year ended December 31, 2002)*

10.5** Director Grantor Trust Agreement dated August 1995 (File No. 1-9936, filed as Exhibit 10.10 to Edison International Form K for the year ended December 31, 1995)*

10.5.1** Director Grantor Trust Agreement Amendment 2002-1 effective May 14, 2002 (File No. 1-9936, filed as Exhibit 10.4 to Edison International Form 10-Q for the quarter ended June 30, 2002)*

10.6** Executive Deferred Compensation Plan as amended and restated January 1, 1998.(File No. 1-

• 9936,filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended March 31, 1998)*

10.6.1** Executive Deferred Compensation Plan Amendment No. 1 effective January 1, 2003 (File No. 1-9936, filed as Exhibit 10.6.1 to Edison International Form 10-K for the year ended December 31, 2002)*

10.7** ' Executive Grantor Trust Agreement dated August 1995 (File No. 1-9936, filed as Exhibit 10.12 to Edison International Form 10-K for the year ended December 31, 1995)*

10.7.1** Executive Grantor Trust Agreement Amendment 2002-1 effective May 14, 2002 (File No.

1-9936, filed as Exhibit 10.3 to Edison International Form 10-Q for the quarter ended June 30, 2002)*

27

10.8** Executive Supplemental Benefit Program as amended January 30, 1990 (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended September 30, 1999)*

10.9** Dispute resolution amendment adopted November 30, 1989 of 1981 Executive Deferred Compensation Plan and 1985 Executive and Director Deferred Compensation Plan (File No. 1-9936, filed as Exhibit 10.21 to Edison International Form 10-K for the year ended December 31, 1998)*

10.10** Executive Retirement Plan as restated effective April 1, 1999 (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended September 30, 1999)*

10.10.1** Executive Retirement Plan Amendment 2001-1 effective March 12, 2001 (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended March 31, 2001)*

10.10.2** Executive Retirement Plan Amendment 2002-1 effective January 1, 2003 (File No. 1-9936, filed as Exhibit 10.10.2 to Edison International Form 10-K for the year ended December 31, 2002)*

10.11** Executive Incentive Compensation Plan effective January 1, 1997 (File No. 1-9936, filed as Exhibit 10.12 to Edison International Form 10-K for the year ended December 31, 1997)*

10.12** Executive Disability and Survivor Benefit Program effective January 1, 1994 (File No.

1-9936, filed as Exhibit 10.22 to Edison International Form 10-K for the year ended December 31, 1994)*

10.13** Retirement Plan for Directors as amended February 19, 1998 (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended June 30, 1998)*

10.14** Officer Long-Term Incentive Compensation Plan as amended January 1, 1998 (File No.

1-9936, filed as Exhibit 10.3 to Edison International Form 10-Q for the quarter ended March 31, 1998)*

10.15** Equity Compensation Plan as restated effective January 1, 1998 (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30, 1998)*

10.15.1** Equity Compensation Plan Amendment No. 1 effective May 18, 2000 (File No. 1-9936, filed as Exhibit 10.3 to Edison International Form 10-Q for the quarter ended June 30, 2000)*

10.16** 2000 Equity Plan effective May 18,2000 (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30, 2000)*

10.17** Terms and conditions for 1993-1995 long-term compensation awards under the Officer Long-Term Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.21.1 to Edison International Form 10-K for the year ended December 31, 1995)*

10.18** Terms and conditions for 1996 long-term compensation awards under the Officer Long-Term Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.16.2 to Edison International Form 10-K for the year ended December 31, 1996)*

10.19** Terms and conditions for 1997 long-term compensation awards under the Officer Long-Term Incentive Compensation Plan (File No. 1-9936, filed as Exhibit 10.16.3 to Edison International Form 10-K for the year ended December 31, 1997)*

10.20** Terms and conditions for 1998 long-term compensation awards under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.4 to Edison International Form 10-Q for the quarter ended June 30, 1998)*

10.21 ** Terms and conditions for 1999 long-term compensation awards under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended March 31, 1999)*

10.22** Terms and conditions for 2000 basic long-term compensation awards under the Equity Compensation Plan, as restated (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended March 31, 2000)*

10.23** Terms and conditions for 2000 special stock option awards under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form 10-Q for the quarter ended June 30, 2000)*

28

10.24** Terms and conditions for 2001 retention incentives under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.5 to Edison International Form I O-Q for the quarter ended March 31, 2001)*

10.25** Terms and conditions for 2001 exchange offer deferred stock units under the Equity Compensation Plan (File No. 1-9936, filed as Attachment C of Exhibit (a)(1) to Edison International Schedule TO-I dated October 26, 200 1)*

10.26** Terms and conditions for 2002 long-term compensation awards under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended March 31, 2002)*

10.27** Terms and conditions for 2003 long-term compensation awards under the Equity Compensation Plan and 2000 Equity Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended March 31, 2003)*

10.28** Director Nonqualified Stock Option Terms and Conditions under the Equity Compensation Plan (File No. 1-9936, filed as Exhibit 10.1 to Edison International Form 10-Q for the quarter ended June 30, 2002)*

10.29** Estate and Financial Planning Program as amended April 1, 1999 (File No. 1-2313, filed as Exhibit 10.2 to SCE Form 10-Q for the quarter ended June 30, 1999)*

10.30** Option Gain Deferral Plan as restated September 15, 2000 (File No. 1-9936, filed as Exhibit 10.25 to Edison International Form 10-K for the year ended December 31, 2000)*

10.31** Executive Severance Plan effective January 1, 2001 (File No. 1-9936, filed as Exhibit 10.34 to Edison International Form 10-K for the year ended December 31, 2001)*

10.32** Resolution regarding the computation of disability and survivor benefits prior to age 55 for Alan J. Fohrer dated February 17, 2000 (File No. 1-9936, filed as Exhibit 10.2 to Edison International Form I0-Q for the quarter ended March 31, 2000)*

10.33** Employment Letter Agreement with Mahvash Yazdi dated March .26, 1997 (File No. 1-9936, filed as Exhibit 10.34 to Edison International Form 10-K for the year ended December 31, 2002)*

10.34** Amendment to 1985 Deferred Compensation Plan Agreement for Executives and Deferred Compensation Plan Deferred Compensation Agreement with John E. Bryson dated December 31, 2003 10.35** Agreement between Edison International and SCE dated December 31, 2003, addressing responsibility for the prospective costs of participation of John E. Bryson under the 1985 Deferred Compensation Plan Agreement for Executives, dated September 27, 1985, as-amended, and the Deferred Compensation Plan Deferred Compensation Agreement, dated November 28, 1984, as amended 10.36** Amendment to 1985 Deferred Compensation Plan Agreement for Directors with James M.

Rosser dated December 31, 2003 10.37** Amendment to 1985 Deferred Compensation Plan Agreement for Executives and Deferred Compensation Plan Deferred Compensation Agreement with Harold B. Ray dated December 31, 2003 10.38** Harold B. Ray retention incentive award terms as amended December 31, 2003 10.39 Amended and Restated Agreement for the Allocation of Income Tax Liabilities and Benefits among Edison International, Southern California Edison Company and The Mission Group dated September 10, 1996 (File No. 1-9936, filed as Exhibit 10.3 to Edison International Form 10-Q for the quarter ended September 30, 2002)*

10.39.1 Administrative Agreement re'Tax Allocation Payments among Edison International, Southern California Edison Company, The Mission Group, Edison Capital, Mission Energy Holding Company, Edison Mission Energy, Edison O&M Services, Edison Enterprises, and Mission Land Company dated July 2, 2001 (File No. 1-9936, filed as Exhibit 10.3.4 to Edison International Forrn 10-Q for the quarter ended September 30, 2002)*

12 Computation of Ratios of Earnings to Fixed Charges 13 Annual Report to Shareholders for year ended December 31, 2003 23 Consent of Independent Accountants - PricewaterhouseCoopers LLP 29

24.1 Power of Attorney 24.2 Certified copy of Resolution of Board of Directors Authorizing Signature 31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act 31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act 32 Statement Pursuant to 18 U.S.C. Section 1350

• Incorporated by reference pursuant to Rule l2b-32.

• • Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)3.

30