8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________

FORM 8-K

________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2021

Commission File Number	Exact Name of Registrant as specified in its charter	State or Other Jurisdiction of Incorporation or Organization	IRS Employer Identification Number
1-9936	EDISON INTERNATIONAL	California	95-4137452
1-2313	SOUTHERN CALIFORNIA EDISON COMPANY	California	95-1240335

2244 Walnut Grove Avenue			2244 Walnut Grove Avenue
(P.O. Box 976)			(P.O. Box 800)
Rosemead,	California	91770	Rosemead,	California	91770
(Address of principal executive offices)			(Address of principal executive offices)
(626)	302-2222		(626)	302-1212
(Registrant's telephone number, including area code)			(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Edison International:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	EIX	NYSE	LLC

Southern California Edison Company: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).    

Emerging growth company	Edison International	☐
Emerging growth company	Southern California Edison Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

Edison International	☐
Southern California Edison Company	☐

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This current report and its exhibits include forward-looking statements. Edison International and Southern California Edison Company ("SCE") based these forward-looking statements on their current expectations and projections about future events in light of their knowledge of facts as of the date of this current report and their assumptions about future circumstances. These forward-looking statements are subject to various risks and uncertainties that may be outside the control of Edison International and SCE. Edison International and SCE have no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. This current report should be read with Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q for the quarter ended September 30, 2020. Additionally, Edison International and SCE post or provide direct links to certain documents and information related to Southern California wildfires which may be of interest to investors at www.edisoninvestor.com (Southern California Wildfires) in order to publicly disseminate such information.

Item  7.01    Regulation FD Disclosure

SCE has issued a press release announcing the settlements discussed in Item 8.01 below. A copy of the press release is furnished as Exhibit 99.1 to this report.

Item  8.01    Other Events

As previously disclosed, multiple lawsuits have been initiated against SCE and Edison International related to the “Thomas Fire” that originated on December 4, 2017 in the Anlauf Canyon area of Ventura County, the “Koenigstein Fire” that originated on December 4, 2017 near Koenigstein Road in the City of Santa Paula, and the “Woolsey Fire” that originated on November 8, 2018 in Ventura County. Some of the lawsuits related to the Thomas and Koenigstein Fires assert that SCE and Edison International have responsibility for the damages caused by mudslides and flooding in Montecito and surrounding areas in January 2018 (the “Montecito Mudslides,” and collectively with the Thomas Fire, Koenigstein Fire and Woolsey Fire, the “2017/2018 Wildfire/Mudslide Events”).

On January 22, 2021, SCE entered into an agreement (the “Settlement”) with all of the insurance subrogation plaintiffs in the Woolsey Fire litigation (the “Woolsey Subrogation Plaintiffs”) to settle all of their claims. Under the Settlement, SCE agreed to pay the Woolsey Subrogation Plaintiffs an aggregate of $2.2 billion by April 22, 2021. This payment equals $0.67 for each dollar in claims already paid by the Woolsey Subrogation Plaintiffs to their policy holders. SCE has also agreed to pay $0.67 for each dollar in claims to be paid by the Woolsey Subrogation Plaintiffs to their policy holders on or before July 15, 2023, up to an agreed upon cap (the “Future Settlement Payments”). No admission of wrongdoing or liability was made in reaching the Settlement, and the Woolsey Subrogation Plaintiffs have agreed to release SCE and Edison International from all claims and potential claims in the Woolsey Fire litigation and/or related to or arising from the Woolsey Fire.

Previously, SCE has settled other claims in the 2017/2018 Wildfire/Mudslide Events litigation. In November 2019, SCE reached a settlement with a number of local public entities in the Thomas Fire, Koenigstein Fire and Montecito Mudslides litigation and a separate settlement with a number of local public entities in the Woolsey Fire litigation. In September 2020, SCE reached a settlement with all the insurance subrogation plaintiffs in the Thomas Fire, Koenigstein Fire and Montecito Mudslides litigation. SCE has also reached settlements with approximately one thousand individual plaintiffs in the 2017/2018 Wildfire/Mudslide Events litigation. Other claims and potential claims related to the 2017/2018 Wildfire/Mudslide Events remain. SCE continues to explore reasonable settlement opportunities with plaintiffs in the outstanding 2017/2018 Wildfire/Mudslide Events litigation.

After consideration of the Settlement and other available information, Edison International and SCE have concluded that no adjustment to the total losses accrued in connection with the 2017/2018 Wildfire/Mudslide Events is required at this time.

For additional information regarding the 2017/2018 Wildfire/Mudslide Events, including Edison International and SCE’s process for estimating losses associated with wildfire litigation claims, “Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides” and “Legal Proceedings” in the Edison International and SCE Quarterly Report on Form 10-Q for the quarter ended September 30, 2020.

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Item  9.01    Financial Statements and Exhibits

(d)        Exhibits

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated January 25, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EDISON INTERNATIONAL

(Registrant)

/s/ Aaron D. Moss

Aaron D. Moss

Vice President and Controller

Date: January 25, 2021

SOUTHERN CALIFORNIA EDISON COMPANY

(Registrant)

/s/ Aaron D. Moss

Aaron D. Moss

Vice President and Controller

Date: January 25, 2021

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EX-99.1

Exhibit 99.1

NEWS

Investor Relations Contact: Sam Ramraj, (626) 302-2540

Media Contact: Gloria Quinn, (626) 302-2255

SCE Resolves All Insurance Subrogation Claims for the Woolsey Fire

•All subrogation plaintiff claims for the 2017 and 2018 wildfire and mudslide events resolved.

•SCE’s best estimate of total losses for the 2017/2018 Wildfire/Mudslide Events remains unchanged.

ROSEMEAD, Calif., Jan. 25, 2021 — Southern California Edison and the holders of Woolsey Fire insurance subrogation claims have entered into an agreement settling all subrogation claims in the pending litigation arising from the 2018 Woolsey Fire. SCE also has reached settlements with approximately 1000 individual plaintiffs in litigation arising from the 2017/2018 Wildfire/Mudslide Events, which include the Woolsey Fire, the 2017 Thomas and Koenigstein fires and the 2018 Montecito Mudslides (TKM). No admission of wrongdoing or liability was made in reaching these settlements.

“We have made another significant step toward resolving pending wildfire-related litigation,” said Pedro J. Pizarro, president and CEO of Edison International, parent company of SCE. “This settlement is with all insurance subrogation plaintiffs in the 2018 Woolsey Fire litigation. Combined with the settlement announced on Sept. 23, 2020, in the TKM litigation, SCE has resolved all subrogation plaintiff claims for the 2017/2018 Wildfire/Mudslide Events. The company continues to explore reasonable settlement opportunities with other parties.”

Under the settlement, subrogation plaintiffs will receive $2.2 billion within 90 days for claims based on payments they have already made to individual and business policyholders associated with the Woolsey Fire. SCE will pay additional amounts for claims arising from future payments that may be made to policyholders on or prior to July 15, 2023, up to an agreed-upon cap.

After consideration of the settlement and other available information, SCE’s best estimate of total losses accrued for the 2017/2018 Wildfire/Mudslide Events remains unchanged. As of Sept. 30, 2020, SCE’s best estimate of expected potential losses for remaining alleged and potential claims related to the 2017/2018 Wildfire/Mudslide Events was $4.6 billion. As noted previously, this estimate does not include any potential fines and penalties. This amount will be reduced by the initial $2.2 billion to be paid under the settlement. SCE has approximately $700 million remaining in expected recoveries from insurance for the Woolsey Fire litigation. SCE expects that this insurance will be exhausted after expected recoveries for the settlement.

Timing differences between payments to the subrogation plaintiffs and reimbursement by insurance will be financed by SCE with short-term debt supported by its existing credit facilities.

Consistent with the company’s update on its third-quarter 2020 earnings call, Edison International anticipates issuing approximately $1 billion of equity to invest in SCE to enable the utility to debt-finance claims payments and maintain investment-grade credit ratings.

As previously disclosed, SCE will seek to recover uninsured costs resulting from the 2017/2018 Wildfire/Mudslide Events through electric rates. Recovery of these costs is subject to approval by regulators.

Additional Information

The company also made an 8-K filing that can be accessed here.

SCE’s Efforts at Managing the Wildfire Threat in California

Our thoughts are with communities across the state that are suffering losses due to wildfire. At SCE, safety remains our first and highest priority. SCE continues to implement measures to reduce wildfire risk as outlined in its latest Wildfire Mitigation Plan (WMP), approved by the California Public Utilities Commission on June 11, 2020. The company will file its 2021 WMP on Feb. 5.

Safe Harbor Statement for Investors

Statements contained in this press release about the settlements and SCE’s wildfire mitigation efforts, and other statements that do not directly relate to a historical or current fact, are forward-looking statements. In this press release, the words “believes,” “continuing to,” “predict,” “plan,” “may,” “will” and variations of such words and similar expressions, or discussions of strategy, plans or actions, are intended to identify forward-looking statements. Such statements reflect our current expectations; however, such statements necessarily involve risks and uncertainties. Actual results could differ materially from current expectations. Other important factors are discussed in Southern California Edison’s Form 10-K, most recent Form 10-Q and other reports filed with the Securities and Exchange Commission, which are available on our website: edisoninvestor.com. Edison International and Southern California Edison Company have no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise.

About Southern California Edison

An Edison International (NYSE:EIX) company, Southern California Edison is one of the nation’s largest electric utilities, serving a population of approximately 15 million via 5 million customer accounts in a 50,000-square-mile service area within Central, Coastal and Southern California.

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XML

Document and Entity Information Document	Jan. 22, 2021
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Jan. 22, 2021
Entity File Number	1-9936
Entity Registrant Name	EDISON INTERNATIONAL
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	95-4137452
Entity Address, Address Line One	2244 Walnut Grove Avenue
Entity Address, Address Line Two	(P.O. Box 976)
Entity Address, City or Town	Rosemead,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91770
City Area Code	(626)
Local Phone Number	302-2222
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, no par value
Trading Symbol	EIX
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000827052
Amendment Flag	false
Southern California Edison
Entity Information [Line Items]
Entity File Number	1-2313
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	95-1240335
Entity Address, Address Line One	2244 Walnut Grove Avenue
Entity Address, Address Line Two	(P.O. Box 800)
Entity Address, City or Town	Rosemead,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	91770
City Area Code	(626)
Local Phone Number	302-1212
Entity Central Index Key	0000092103
Amendment Flag	false