UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended |
For the transition period from to
EDISON INTERNATIONAL |
| SOUTHERN CALIFORNIA EDISON COMPANY |
(Address of principal executive offices) | (Address of principal executive offices) | |
(Registrant's telephone number, including area code) | (Registrant's telephone number, including area code) |
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 | |
LLC |
Southern California Edison Company: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Edison International |
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| Southern California Edison Company |
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.
Edison International |
| Yes ☐ |
| Southern California Edison Company |
| Yes ☐ |
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.
Edison International |
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| Southern California Edison Company |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Edison International |
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| Southern California Edison Company |
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-12 of the Exchange Act. (Check One):
Edison International | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company | |
☑ | ☐ | ☐ | |||
Southern California Edison Company | Large Accelerated Filer | Accelerated Filer | Smaller Reporting Company | Emerging growth 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 |
| ☐ |
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
Edison International |
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| Southern California Edison Company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Edison International |
| Yes |
| Southern California Edison Company |
| Yes |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, 2021, the last business day of the most recently completed second fiscal quarter:
Edison International |
| Approximately $ |
| Southern California Edison Company |
| owned by Edison International |
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
Common Stock outstanding as of February 17, 2022:
Edison International | shares | |||
Southern California Edison Company | shares (wholly owned by Edison International) |
OMISSION OF CERTAIN INFORMATION
Southern California Edison Company meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Form with the reduced disclosure format allowed under the General Instruction.
DOCUMENTS INCORPORATED BY REFERENCE
Designated portions of the Edison International Proxy Statement relating to Edison International's 2022 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
TABLE OF CONTENTS
SEC Form 10-K | ||
Reference Number | ||
vi | ||
1 | ||
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 4 | Part II, Item 7 |
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44 | Part I, Item 1A | |
44 | ||
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44 | ||
46 | ||
50 | ||
51 | ||
51 | ||
RISKS RELATING TO EDISON INTERNATIONAL AND SOUTHERN CALIFORNIA EDISON COMPANY | 52 | |
53 | Part II, Item 7A | |
53 | Part II, Item 8 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID | 54 | |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID | 58 | |
62 |
ii
iii
139 | Part I, Item 1 | |
139 | ||
140 | ||
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143 | ||
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149 | ||
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156 | ||
156 | Part I, Item 1B | |
156 | Part I, Item 2 | |
156 | Part I, Item 3 | |
156 | ||
157 | ||
158 | Part I, Item 4 | |
158 | ||
158 | Part I | |
159 | Part III, Item 10 | |
159 | Part III, Item 11 | |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 159 | Part III, Item 12 |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE | 160 | Part III, Item 13 |
161 | Part III, Item 14 |
iv
162 | Part II, Item 5; | |
162 | ||
162 | ||
162 | ||
163 | Part IV, Item 16 | |
163 | Part II, Item 9B Part II, Item 6 | |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS | 163 | Part II, Item 9C |
163 | Part IV, Item 15 | |
165 | ||
171 | ||
180 |
This is a combined Form 10-K separately filed by Edison International and Southern California Edison Company. Information contained herein relating to an individual company is filed by such company on its own behalf. Each company makes representations only as to itself and makes no other representation whatsoever as to any other company.
v
GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
2017/2018 Wildfire/Mudslide Events | the Thomas Fire, the Koenigstein Fire, the Montecito Mudslides and the Woolsey Fire, collectively |
AB 1054 | California Assembly Bill 1054, executed by the governor of California on July 12, 2019 |
AB 1054 Excluded Capital Expenditures | approximately $1.6 billion in wildfire risk mitigation capital expenditures that SCE will exclude from the equity portion of SCE's rate base as required under AB 1054 |
AB 1054 Liability Cap | a cap on the aggregate requirement to reimburse the Wildfire Insurance Fund over a trailing three calendar year period which applies if certain conditions are met and is equal to 20% of the equity portion of the utility's transmission and distribution rate base, excluding general plant and intangibles, in the year of the applicable prudency determination |
ARO(s) | asset retirement obligation(s) |
BRRBA | Base Revenue Requirement Balancing Account |
CAISO | California Independent System Operator |
Capital Structure Compliance Period | January 1, 2020 to December 31, 2022, the current compliance period for SCE's CPUC authorized capital structure |
CAPP | California Arrearage Payment Program |
CCAs | community choice aggregators which are cities, counties, and certain other public agencies with the authority to generate and/or purchase electricity for their local residents and businesses |
CCC | California Coastal Commission |
CDP | Coastal Development Permit |
CEMA | Catastrophic Event Memorandum Accounts |
COVID-19 | Coronavirus disease 2019 |
CPUC | California Public Utilities Commission |
CSRP | Customer Service Re-platform, a SCE project to implement a new customer service system |
DART | a Days Away Restricted or Transferred incident, which is a work-related Occupational Safety and Health Administration recordable injury or illness that results in days away from work, restricted duty or transfer of duties |
DERs | distributed energy resources |
Edison Energy | Edison Energy, LLC, an indirect wholly-owned subsidiary of Edison International, is engaged in the competitive business of providing integrated decarbonization and energy solutions to commercial, institutional and industrial customers |
Edison International Proxy Statement | Proxy Statement to be filed with the SEC in connection with Edison International's Annual Meeting of Shareholders' to be held on April 28, 2022 |
vi
EEI Serious Injuries | a work-related injury that is categorized as a "serious injury" by Edison Electric Institute, which includes injuries that meet any of the following "serious" criteria: amputations (involving bone); concussions and/or cerebral hemorrhages; injury to internal organs; bone fractures excluding fingers and toes, compound bone fractures for fingers and toes; tendon and ligament tears; herniated disks (neck or back); lacerations resulting in severed tendons and/or a deep wound requiring internal stitches; second or third degree burns; eye injuries resulting in eye damage or loss of vision; injections of foreign materials; severe heat exhaustion and all heat stroke; and dislocation of a major joint |
EEI SIF | a work-related fatality or an EEI Serious Injury |
EIS | Edison Insurance Services, Inc., a wholly-owned subsidiary of Edison International |
Electric Service Provider | an entity that offers electric power and ancillary services to retail customers, other than electrical corporations (like SCE) and CCAs |
ERRA | Energy Resource Recovery Account |
FERC | Federal Energy Regulatory Commission |
FHPMA | Fire Hazard Prevention Memorandum Account |
Fitch | Fitch Ratings, Inc. |
GAAP | generally accepted accounting principles |
GHG | greenhouse gas |
GRC | general rate case |
GS&RP | Grid Safety and Resiliency Program |
Koenigstein Fire | a wind-driven fire that originated near Koenigstein Road in the City of Santa Paula in Ventura County, California, on December 4, 2017 |
Local Public Entity Settlements | settlements entered into in the fourth quarter of 2019 under which SCE paid $360 million to a number of local public entities to resolve those parties' collective claims arising from the 2017/2018 Wildfire/Mudslide Events |
MD&A | Management's Discussion and Analysis of Financial Condition and Results |
Montecito Mudslides | the debris flows and flooding in Montecito, Santa Barbara County, California, that occurred in January 2018 |
Moody's | Moody's Investors Service, Inc. |
NEM | net energy metering |
NERC | North American Electric Reliability Corporation |
NRC | Nuclear Regulatory Commission |
OEIS | Office of Energy Infrastructure Safety of the California Natural Resources Agency |
PABA | Portfolio Allocation Balancing Account |
Palo Verde | nuclear electric generating facility located near Phoenix, Arizona in which SCE holds a 15.8% ownership interest |
PBOP(s) | postretirement benefits other than pension(s) |
PCIA | Power Charge Indifference Adjustment |
PG&E | Pacific Gas & Electric Company |
PSPS | Public Safety Power Shutoff(s) |
vii
ROE | return on common equity |
RPS | California's Renewables Portfolio Standard |
S&P | Standard & Poor's Financial Services LLC |
Safety Tier 1 Contractors | individuals assigned to contracted work activities that may be high risk and, without implementation of appropriate safety measures, may be potentially hazardous or life threatening |
San Onofre | retired nuclear generating facility located in south San Clemente, California in which SCE holds a 78.21% ownership interest |
SCE | Southern California Edison Company, a wholly-owned subsidiary of Edison International |
SCE Recovery Funding LLC | a bankruptcy remote, wholly owned special purpose subsidiary, consolidated by SCE |
SDG&E | San Diego Gas & Electric |
SEC | U.S. Securities and Exchange Commission |
SED | Safety and Enforcement Division of the CPUC |
SED Agreement | An agreement dated October 21, 2021 between SCE and the SED |
SoCalGas | Southern California Gas Company |
Thomas Fire | a wind-driven fire that originated in the Anlauf Canyon area of Ventura County, California, on December 4, 2017 |
TKM | collectively, the Thomas Fire, the Koenigstein Fire and the Montecito Mudslides |
TKM Subrogation Plaintiffs | the plaintiffs party to the TKM Subrogation Settlement, representing all the insurance subrogation plaintiffs in the TKM litigation at the time of the settlement |
TKM Subrogation Settlement | a settlement entered into by Edison International and SCE in September 2020 in the TKM litigation to which the TKM Subrogation Plaintiffs are party |
Turnover Rate | the number of employees (other than interns) who leave the companies for voluntary or involuntary reasons, excluding death, divided by the average number of employees during the relevant period |
WCCP | Wildfire Covered Conductor Program |
WEMA | Wildfire Expense Memorandum Account |
WMP | a wildfire mitigation plan required to be filed under AB 1054 to describe a utility's plans to construct, operate, and maintain electrical lines and equipment that will help minimize the risk of catastrophic wildfires caused by such electrical lines and equipment |
Wildfire Insurance Fund | the insurance fund established under AB 1054 |
Woolsey Fire | a wind-driven fire that originated in Ventura County in November 2018 |
Woolsey Subrogation Plaintiffs | the plaintiffs party to the Woolsey Subrogation Settlement, representing all the insurance subrogation plaintiffs in the Woolsey Fire litigation at the time of the settlement |
Woolsey Subrogation Settlement | a settlement entered into by Edison International and SCE in January 2021 in the Woolsey litigation to which the Woolsey Subrogation Plaintiffs are party |
viii
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect Edison International's and SCE's current expectations and projections about future events based on Edison International's and SCE's knowledge of present facts and circumstances and assumptions about future events and include any statements that do not directly relate to a historical or current fact. Other information distributed by Edison International and 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," "projects," "intends," "plans," "probable," "may," "will," "could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or plans, 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 from those currently expected, or that otherwise could impact Edison International and SCE, include, but are not limited to the:
● | ability of SCE to recover its costs through regulated rates, including uninsured wildfire-related and debris flow-related costs, costs incurred to mitigate the risk of utility equipment causing future wildfires, costs incurred to implement SCE's new customer service system, costs incurred as a result of the COVID-19 pandemic, and increased labor and materials costs due to supply chain constraints and inflation; |
● | ability of SCE to implement its WMP and capital program; |
● | risks of regulatory or legislative restrictions that would limit SCE's ability to implement PSPS when conditions warrant or would otherwise limit SCE's operational PSPS practices; |
● | risks associated with implementing PSPS, including regulatory fines and penalties, claims for damages and reputational harm; |
● | ability of SCE to maintain a valid safety certification; |
● | ability to obtain sufficient insurance at a reasonable cost, including insurance relating to SCE's nuclear facilities and wildfire-related claims, and to recover the costs of such insurance or, in the event liabilities exceed insured amounts, the ability to recover uninsured losses from customers or other parties; |
● | extreme weather-related incidents (including events caused, or exacerbated, by climate change, such as wildfires, debris flows, droughts, high wind events and extreme heat events) and other natural disasters (such as earthquakes), which could cause, among other things, public safety issues, property damage, operational issues (such as rotating outages and issues due to damaged infrastructure), PSPS activations and unanticipated costs; |
● | risk that AB 1054 does not effectively mitigate the significant exposure faced by California investor-owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are alleged to be a substantial cause, including the longevity of the Wildfire Insurance Fund and the CPUC's interpretation of and actions under AB 1054, including its interpretation of the prudency standard established under AB 1054; |
● | ability of Edison International and SCE to effectively attract, manage, develop and retain a skilled workforce, including its contract workers; |
● | decisions and other actions by the CPUC, the FERC, the NRC and other governmental authorities, including decisions and actions related to nationwide or statewide crisis, determinations of authorized rates of return or return on equity, the recoverability of wildfire-related and debris flow-related costs, issuance of SCE's wildfire safety certification, wildfire mitigation efforts, approval and implementation of electrification programs, and delays in executive, regulatory and legislative actions; |
1
● | ability of Edison International or SCE to borrow funds and access bank and capital markets on reasonable terms; |
● | risks associated with the decommissioning of San Onofre, including those related to worker and public safety, public opposition, permitting, governmental approvals, on-site storage of spent nuclear fuel, delays, contractual disputes, and cost overruns; |
● | pandemics, such as COVID-19, and other events that cause regional, statewide, national or global disruption, which could impact, among other things, Edison International's and SCE's business, operations, cash flows, liquidity and/or financial results and cause Edison International and SCE to incur unanticipated costs; |
● | physical security of Edison International's and SCE's critical assets and personnel and the cybersecurity of Edison International's and SCE's critical information technology systems for grid control, and business, employee and customer data; |
● | risks associated with cost allocation resulting in higher rates for utility bundled service customers because of possible customer bypass or departure for other electricity providers such as CCAs and Electric Service Providers; |
● | risks inherent in SCE's capital investment program, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, changes in the CAISO's transmission plans, and governmental approvals; |
● | risks associated with the operation of electrical facilities, including worker and public safety issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency, and output of equipment and facilities, and availability and cost of spare parts; |
● | actions by credit rating agencies to downgrade Edison International or SCE's credit ratings or to place those ratings on negative watch or negative outlook; |
● | changes in tax laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could affect recorded deferred tax assets and liabilities and effective tax rate; |
● | changes in future taxable income, or changes in tax law, that would limit Edison International's and SCE's realization of expected net operating loss and tax credit carryover benefits prior to expiration; |
● | changes in the fair value of investments and other assets; |
● | changes in interest rates and rates of inflation, including escalation rates (which may be adjusted by public utility regulators); |
● | governmental, statutory, regulatory, or administrative changes or initiatives affecting the electricity industry, including the market structure rules applicable to each market adopted by the NERC, CAISO, Western Electricity Council, and similar regulatory bodies in adjoining regions, and changes in the United States' and California's environmental priorities that lessen the importance the state places on GHG reduction; |
● | availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of counterparties to pay amounts owed in excess of collateral provided in support of their obligations; |
● | cost and availability of labor, equipment and materials, including as a result of supply chain constraints; |
● | potential for penalties or disallowance for non-compliance with applicable laws and regulations, including fines, penalties and disallowances related to wildfires where SCE's equipment is alleged to be associated with ignition; and |
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● | cost of fuel for generating facilities and related transportation, which could be impacted by, among other things, disruption of natural gas storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts. |
Additional information about risks and uncertainties, including more detail about the factors described in this report, is contained throughout this report. Readers are urged to read this entire report, including information incorporated by reference, and carefully consider the risks, uncertainties, and other factors that affect Edison International's and SCE's businesses. Forward-looking statements speak only as of the date they are made and neither Edison International nor SCE are obligated to publicly update or revise forward-looking statements. Readers should review future reports filed by Edison International and SCE with the SEC. Edison International and SCE post or provide direct links to (i) certain SCE and other parties' regulatory filings and documents with the CPUC and the FERC and certain agency rulings and notices in open proceedings in a section titled "SCE Regulatory Highlights," (ii) certain documents and information related to Southern California wildfires which may be of interest to investors in a section titled "Southern California Wildfires," and (iii) presentations, documents and other information that may be of interest to investors in a section titled "Events and Presentations" at www.edisoninvestor.com in order to publicly disseminate such information.
Except when otherwise stated, references to each of Edison International or SCE mean each such company with its subsidiaries on a consolidated basis. References to "Edison International Parent and Other" mean Edison International Parent and its consolidated competitive subsidiaries and "Edison International Parent" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries.
3
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The discussion related to the results of operations and changes in financial condition for 2020 compared to 2019 is incorporated by reference to Part II, Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC in February 2021.
MANAGEMENT OVERVIEW
Highlights of Operating Results
Edison International is the ultimate parent holding company of SCE and Edison Energy. SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of southern California. Edison Energy is engaged in the competitive business of providing integrated decarbonization and energy solutions to commercial, institutional and industrial customers. Edison Energy's business activities are currently not material to report as a separate business segment.
2021 vs. 2020 | ||||||||||||
(in millions) |
| 2021 |
| 2020 |
| Change |
| 2019 | ||||
Net income (loss) attributable to Edison International |
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SCE | $ | 829 | $ | 810 | $ | 19 | $ | 1,409 | ||||
Edison International Parent and Other |
| (70) |
| (71) |
| 1 |
| (125) | ||||
Edison International |
| 759 |
| 739 |
| 20 |
| 1,284 | ||||
Less: Non-core items |
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SCE |
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2017/2018 Wildfire/Mudslide Events claims and expenses, net of recoveries |
| (919) |
| (899) |
| (20) |
| (157) | ||||
Wildfire Insurance Fund expense |
| (155) |
| (242) |
| 87 |
| (109) | ||||
Sale of San Onofre nuclear fuel |
| 7 |
| 108 |
| (101) |
| 8 | ||||
Disallowed historical capital expenditures in SCE's GRC decision |
| (47) |
| — |
| (47) |
| (123) | ||||
Re-measurement of tax assets and liabilities |
| — |
| 18 |
| (18) |
| 88 | ||||
Edison International Parent and Other |
|
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Settlement of 2007 – 2012 California tax audits |
| 115 |
| — |
| 115 |
| — | ||||
Customer revenues for EIS insurance contract |
| 17 |
| — |
| 17 |
| — | ||||
Sale of Vidalia lease |
|