Edison International 10-K 2021-12-31

Filed 2022-02-24. 2 sections, 696K characters. Original on sec.gov · Markdown · JSON

What changed since the 2020-12-31 10-KNew, removed and reworded risk factor headings, then every item sentence by sentence.

Cover and table of contents

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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(Mark One)

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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For the fiscal year endedDecember 31, 2021

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☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

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Commission File NumberExact Name of Registrant as specified in its charterState or Other Jurisdiction of Incorporation or OrganizationIRS Employer Identification Number
1-9936​EDISON INTERNATIONAL​California​95-4137452
1-2313​SOUTHERN CALIFORNIA EDISON COMPANY​California​95-1240335

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EDISON INTERNATIONALSOUTHERN CALIFORNIA EDISON COMPANY
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)

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

Edison International:

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Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, no par valueEIXNYSELLC

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Southern California Edison Company: None

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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.

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Edison InternationalYes þ No ☐Southern California Edison CompanyYes þ No ☐

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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.

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Edison InternationalYes ☐ No þSouthern California Edison CompanyYes ☐ No þ

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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.

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Edison InternationalYes þ No ☐Southern California Edison CompanyYes þ No ☐

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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).

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Edison InternationalYes þ No ☐Southern California Edison CompanyYes þ No ☐

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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):

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Edison InternationalLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging growth company
​☑☐☐☐☐
Southern California Edison CompanyLarge Accelerated FilerAccelerated FilerNon-accelerated FilerSmaller Reporting CompanyEmerging growth company
​☐☐☑☐☐

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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.

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Edison International☐Southern California Edison Company☐

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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.

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Edison International☑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).

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Edison InternationalYes ☐ No þSouthern California Edison CompanyYes ☐ No þ

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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:

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Edison InternationalApproximately $22 billionSouthern California Edison CompanyWholly owned by Edison International

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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:

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Edison International​380,696,945​shares
Southern California Edison Company​434,888,104​shares (wholly owned by Edison International)

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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.

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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.

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TABLE OF CONTENTS

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​​SEC Form 10-K
​​Reference Number
GLOSSARYvi​
FORWARD-LOOKING STATEMENTS1​
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS4Part II, Item 7
MANAGEMENT OVERVIEW4​
Highlights of Operating Results4​
Electricity Industry Trends6​
2021 Cost of Capital Application7​
Capital Program8​
COVID-199​
Southern California Wildfires and Mudslides10​
RESULTS OF OPERATIONS12​
Southern California Edison Company12​
Impact of 2021 GRC12​

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Item 6. Reserved.

This item no longer requires disclosure.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) (1) Financial Statements

See Consolidated Financial Statements listed in the Table of Contents of this report.

(a) (2) Report of Independent Registered Public Accounting Firm and Schedules Supplementing Financial Statements

Edison International

The following documents may be found in this report at the indicated page numbers under the headings "Financial Statements and Supplementary Data—Reports of Independent Registered Accounting Firm" and "Exhibits and Financial Statement Schedules—Schedules Supplementing Financial Statements" in the Table of Contents of this report.

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Report of Independent Registered Public Accounting Firm - Edison International
Schedule I – Condensed Financial Information of Edison International Parent
Schedule II – Valuation and Qualifying Accounts of Edison International

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Schedules III through V, inclusive, for Edison International are omitted as not required or not applicable.

Southern California Edison Company

The following documents may be found in this report at the indicated page numbers under the headings "Financial Statements and Supplementary Data—Reports of Independent Registered Accounting Firm" and "Exhibits and Financial Statement Schedules—Schedules Supplementing Financial Statements" in the Table of Contents of this report.

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Report of Independent Registered Public Accounting Firm - SCE
Schedule II – Valuation and Qualifying Accounts of SCE

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Schedules I and III through V, inclusive, for SCE are omitted as not required or not applicable.

(a) (3) Exhibits

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EXHIBIT INDEX

Exhibit NumberDescription
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Edison International
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3.1​Certificate of Restated Articles of Incorporation of Edison International, effective December 19, 2006, together with all Certificates of Determination of Preference of Preferred Stock issued since December 19, 2006
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3.2​Bylaws of Edison International, as amended effective October 25, 2018 (File No. 1-9936, filed as Exhibit No. 3.1 to Edison International's Form 10-Q for the quarter ended September 30, 2018)*
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Southern California Edison Company
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3.3​Restated Articles of Incorporation of Southern California Edison Company, effective March 2, 2006, together with all Certificates of Determination of Preference Stock issued since March 2, 2006 (File No. 1-2313 filed as Exhibit 3.1 to SCE's Form 10-Q for the quarter ended June 30, 2017)*
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3.4​Bylaws of Southern California Edison Company, as amended effective October 25, 2018 (File No. 1-9936, filed as Exhibit No. 3.2 to SCE's Form 10-Q for the quarter ended September 30, 2018)*
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Edison International
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4.1​Edison International - Description of Registered Securities (File No. 1-9936, filed as Exhibit 4.1 to Edison International's Form 10-K for the year ended December 31, 2019)*
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4.2​Senior Indenture, dated September 10, 2010 (File No. 1-9936, filed as Exhibit 4.1 to Edison International's Form 10-Q for the quarter ended September 30, 2010)*
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4.3​Form of Certificate representing Series A Preferred Stock (included as Exhibit A to Certificate of Determination of the 5.375% Fixed Rate Reset Cumulative Perpetual Preferred Stock Series A) filed with Exhibit 3.1 hereto
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4.4​Form of Certificate representing Series B Preferred Stock (included as Exhibit A to Certificate of Determination of the 5.00% Fixed Rate Reset Cumulative Perpetual Preferred Stock Series B) filed with Exhibit 3.1 hereto
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Southern California Edison Company
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4.5​Southern California Edison Company First Mortgage Bond Trust Indenture, dated as of October 1, 1923 (File No. 1-2313, filed as Exhibit 4.2 to SCE's Form 10-K for the year ended December 31, 2010)*
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4.6​Southern California Edison Company Indenture, dated as of January 15, 1993 (File No. 1-2313, filed as Exhibit 4.3 to SCE's Form 10-K for the year ended December 31, 2017)*
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Exhibit NumberDescription
Edison International and Southern California Edison Company
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10.1**​Edison International 2008 Director Deferred Compensation Plan, as amended and restated effective January 1, 2021 (File No. 1-9936, filed as Exhibit No. 10.2 to Edison International's Form 10-Q for the quarter ended September 30, 2020)*
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10.2**​Edison International Executive Deferred Compensation Plan, as amended and restated effective June 19, 2014 (as amended) (File No. 1-9936, filed as Exhibit No. 10.7 to Edison International's Form 10-Q for the quarter ended March 31, 2018)*
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10.3**​Edison International 2008 Executive Deferred Compensation Plan, as amended and restated effective January 1, 2021 (File No. 1-9936, filed as Exhibit No. 10.3 for the quarter ended September 30, 2020)*
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10.4**​Executive Grantor Trust Agreement, dated August 1995 (File No. 1-9936, filed as Exhibit 10.12 to Edison International's Form 10-K for the year ended December 31, 1995)*
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10.4.1**​Executive Grantor Trust Agreement Amendment 2002-1, effective May 14, 2002 (File No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended June 30, 2002)*
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10.4.2**​Executive and Director Grantor Trust Agreements Amendment 2008-1 (File No. 1-9936, filed as Exhibit No. 10.6.2 to Edison International's Form 10-K for the year ended December 31, 2008)*
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10.5**​Southern California Edison Company Executive Retirement Plan, as amended effective June 19, 2014 (File No. 1-9936, filed as Exhibit 10.7 to Edison International and SCE's Form 10-Q for the quarter ended June 30, 2014)*
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10.5.1**​Edison International 2008 Executive Retirement Plan, as amended and restated effective December 8, 2021
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10.6**​Edison International Executive Incentive Compensation Plan, as amended and restated effective January 1, 2022
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10.7**​Edison International 2008 Executive Disability Plan, as amended and restated effective April 2, 2018 (File No. 1-9936, filed as Exhibit No. 10.4 to Edison International and SCE's Form 10-Q for the quarter ended March 31, 2018)*
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10.8**​Edison International 2007 Performance Incentive Plan as amended and restated effective May 2, 2016 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated April 28, 2016 and filed April 29, 2016)*
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10.8.1**​Edison International 2011 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2011)*
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10.8.2**​Edison International 2012 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2012)*
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Exhibit NumberDescription
10.8.3**​Edison International 2013 Long-Term Incentives Terms and Conditions (File No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2013)*
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10.8.4**​Edison International 2014 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended March 31, 2014)*
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10.8.5**​Edison International 2015 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2015)*
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10.8.6**​Edison International 2016 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.4 to Edison International's Form 10-Q for the quarter ended March 31, 2016)*
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10.8.7**​Edison International 2017 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, 2017)*
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10.8.8**​Edison International 2018 Long-Term Incentives Terms and Conditions (File. No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended March 31, 2018)*
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10.8.9**​Edison International 2019 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.3 to Edison International's Form 10-Q for the quarter ended March 31, 2019)*
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10.8.10**​Edison International 2020 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.4 to Edison International's Form 10-Q for the quarter ended March 31, 2020)*
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10.8.11**​Edison International 2021 Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended March 31, 2021)*
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10.9**​Edison International 2008 Executive Severance Plan, as amended and restated effective January 1, 2022
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10.10**​Edison International and Southern California Edison Company Director Compensation Schedule, as adopted August 26, 2021 (File No. 1-9936, filed as Exhibit 10.1 to Edison International and SCE's Form 10-Q for the quarter ended September 30, 2021)*
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10.11**​Edison International Director Matching Gifts Program, as revised effective January 1, 2019 (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 10-Q for the quarter ended September 30, 2019)*
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10.12​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's Form 10-Q for the quarter ended September 30, 2002)*
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10.13​Amended and Restated Tax-Allocation Agreement among The Mission Group and its first-tier subsidiaries dated September 10, 1996 (File No. 1-9936, filed as Exhibit 10.3.1 to Edison International's Form 10-Q for the quarter ended September 30, 2002)*
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Exhibit NumberDescription
10.13.1​Amended and Restated Tax-Allocation Agreement between Mission Energy Holding Company and Edison Mission Energy dated February 13, 2012 (File No. 333-68630, filed as Exhibit 10.11 to Edison Mission Energy's Form 10-K for the year ended December 31, 2011)*
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10.13.2​Modification No. 1 to the Amended and Restated Tax-Allocation Agreement between Mission Energy Holding Company and Edison Mission Energy dated February 13, 2012 (File No. 333-68630, filed as Exhibit 10.1 to Edison Mission Energy's Form 8-K dated November 15, 2012 and filed November 21, 2012)*
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10.13.3​Amended and Restated Administrative Agreement Re Tax Allocation Payments, dated February 13, 2012, among Edison International and subsidiary parties. (File No. 333-68630, filed as Exhibit 10.12 to Edison Mission Energy's Form 10-K for the year ended December 31, 2011)*
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10.14**​Form of Indemnity Agreement between Edison International and its Directors and any officer, employee or other agent designated by the Board of Directors (File No. 1-9936, filed as Exhibit 10.5 to Edison International's Form 10-Q for the quarter ended June 30, 2005)*
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10.15​Second Amended and Restated Credit Agreement dated as of May 17, 2018 among Edison International, the several banks and other financial institutions from time to time parties thereto, the several agents parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated and filed May 18, 2018)*
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10.16​Second Amended and Restated Credit Agreement dated as of May 17, 2018 among SCE, the several banks and other financial institutions from time to time parties thereto, the several agents parties thereto and JPMorgan Chase Bank, N.A., as administrative agent for the lenders. (File No. 1-2313, filed as Exhibit 10.2 to Southern California Edison Company's Form 8-K dated and filed May 18, 2018)*
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10.17​Term Loan Credit Agreement, dated as of March 11, 2020, among Southern California Edison Company, the several banks and other financial institutions from time to time parties thereto, and Royal Bank of Canada, as administrative agent for the lenders. (File No. 1-2313, filed as Exhibit 10.2 to Southern California Edison Company's Form 8-K dated and filed March 11, 2020)*
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10.18​Term Loan Credit Agreement, dated as of March 20, 2020, among Edison International, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent for the lenders, and Citibank, N.A., as syndication agent. (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated March 20, 2020 and filed March 24, 2020)*
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10.19​First Amendment, dated as of April 30, 2021, to the Second Amended and Restated Credit Agreement, dated as of May 17, 2018, by and among Edison International, the several banks and other financial institutions party thereto and JPMorgan Chase bank, N.A., as administrative agent. (File No. 1-9936, filed as Exhibit 10.1 to Edison International's Form 8-K dated April 30, 2021 and filed May 6, 2021)*
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10.20​First Amendment, dated as of April 30, 2021, to the Second Amended and Restated Credit Agreement, dated as of May 17, 2018, by and among Southern California Edison Company, the several banks and other financial institutions party thereto and JPMorgan Chase bank, N.A., as administrative agent. (File No. 1-2313, filed as Exhibit 10.2 to Southern California Edison Company's Form 8-K dated April 30, 2021 and filed May 6, 2021)*
Exhibit NumberDescription
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10.21​Commitment Increase Supplement, by and among Southern California Edison Company and the lenders named therein, and accepted by JPMorgan Chase Bank, N.A., as administrative agent and the issuing lenders named therein. (File No. 1-2313, filed as Exhibit 10.3 to Southern California Edison Company's Form 8-K dated April 30, 2021 and filed May 6, 2021)*
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10.22​Term Loan Credit Agreement dated as of May 10, 2021, among Southern California Edison Company, the several banks and other financial institutions from time to time parties thereto and Royal Bank of Canada, as administrative agent and green loan structuring agent. ( File No. 1-2313, filed as Exhibit 10.1 to Southern California Edison Company's Form 8-K dated May 10, 2021 and filed May 11, 2021)*
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21​Subsidiaries of the Registrants
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23.1​Consent of Independent Registered Public Accounting Firm (Edison International)
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23.2​Consent of Independent Registered Public Accounting Firm (Southern California Edison Company)
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24.1​Powers of Attorney of Edison International and Southern California Edison Company
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24.2​Certified copies of Resolutions of Boards of Edison International and Southern California Edison Company Directors Authorizing Execution of SEC Reports
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31.1​Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley Act
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31.2​Certifications of the Chief Executive Officer and Chief Financial Officer of Southern California Edison Company pursuant to Section 302 of the Sarbanes-Oxley Act
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32.1​Certifications of the Chief Executive Officer and the Chief Financial Officer of Edison International required by Section 906 of the Sarbanes-Oxley Act
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32.2​Certifications of the Chief Executive Officer and the Chief Financial Officer of Southern California Edison Company required by Section 906 of the Sarbanes-Oxley Act
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99.1​Edison International Press Release, dated February 24, 2022
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101.1​Financial statements from the annual report on Form 10-K of Edison International for the year ended December 31, 2021, filed on February 24, 2022, formatted in Inline XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity and (vi) the Notes to Consolidated Financial Statements
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101.2​Financial statements from the annual report on Form 10-K of Southern California Edison Company for the year ended December 31, 2021, filed on February 24, 2022, formatted in Inline XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; (v) Consolidated Statements of Changes in Equity and (vi) the Notes to Consolidated Financial Statements
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Exhibit NumberDescription
104​The cover page of this report formatted in Inline XBRL (included as Exhibit 101)

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  • Incorporated by reference pursuant to Rule 12b-32.

** Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)(3).

Edison International and SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to Edison International or SCE of their 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.

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SCHEDULES SUPPLEMENTING FINANCIAL STATEMENTS

EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED BALANCE SHEETS

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​​December 31,
(in millions)20212020
Assets:​​
Cash and cash equivalents​$52​$3
Other current assets​403​43
Total current assets​455​46
Investments in subsidiaries​18,924​17,706
Deferred income taxes​697​675
Other long-term assets​68​71
Total assets​$20,144​$18,498
Liabilities and equity:​​
Short-term debt​$—​$129
Current portion of long-term debt​700​—
Other current liabilities​583​636
Total current liabilities​1,283​765
Long-term debt​2,438​3,133
Other long-term liabilities​535​552
Total equity​15,888​14,048
Total liabilities and equity​$20,144​$18,498

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EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF INCOME

For the Years Ended December 31, 2021, 2020 and 2019

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(in millions)202120202019
Interest income from affiliates​$—​$1​$5
Operating, interest and other expenses​176​189​150
Loss before equity in earnings of subsidiaries​(176)​(188)​(145)
Equity in earnings of subsidiaries​956​851​1,385
Income before income taxes​780​663​1,240
Income tax benefit​(39)​(76)​(44)
Income from continuing operations​819​739​1,284
Preferred stock dividend requirements of Edison International​​60​​—​​—
Net income​$759​$739​$1,284

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CONDENSED STATEMENTS OF COMPREHENSIVE INCOME

For the Years Ended December 31, 2021, 2020 and 2019

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(in millions)202120202019
Net income​$819​$739​$1,284
Other comprehensive income (loss), net of tax​15​—​(9)
Comprehensive income​$834​$739​$1,275

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EDISON INTERNATIONAL

SCHEDULE I – CONDENSED FINANCIAL INFORMATION OF PARENT

CONDENSED STATEMENTS OF CASH FLOWS

For the Years Ended December 31, 2021, 2020 and 2019

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(in millions)202120202019
Net cash provided by operating activities​$817​$1,171​$181
Cash flows from financing activities:​​​
Long-term debt issued​—​400​1,399
Long-term debt issuance costs​—​(3)​(9)
Long-term debt repaid​—​(400)​—
Short-term debt issued​—​800​1,000
Short-term debt repaid​—​(800)​(1,000)
Common stock issued​32​912​2,391
Preferred stock issued​​1,977​​—​​—
Payable due to affiliates​(13)​135​5
Commercial paper (repayments) borrowing, net​(130)​129​(1)
Payments for stock-based compensation​(3)​(3)​(27)
Receipts for stock-based compensation​31​21​39
Common stock dividends paid​(988)​(928)​(810)
Preferred stock dividends paid​​(35)​​—​​—
Net cash provided by financing activities​871​263​2,987
Capital contributions to affiliate​(1,639)​(1,446)​(3,258)
Dividends from affiliate​—​—​8
Net cash used in investing activities:​(1,639)​(1,446)​(3,250)
Net increase (decrease) in cash and cash equivalents​49​(12)​(82)
Cash and cash equivalents, beginning of year​3​15​97
Cash and cash equivalents, end of year​$52​$3​$15

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Note 1. Basis of Presentation

The accompanying condensed financial statements of Edison International Parent should be read in conjunction with the consolidated financial statements and notes thereto of Edison International and subsidiaries ("Registrant") included in this Form 10-K. Edison International Parent's significant accounting policies are consistent with those of the Registrant, SCE and other wholly owned and controlled subsidiaries.

Dividends Received

Edison International Parent received cash dividends from SCE of $975 million, $1.3 billion and $400 million in 2021, 2020 and 2019, respectively.

Dividend Restrictions

CPUC holding company rules require that SCE's dividend policy be established by SCE's Board of Directors on the same basis as if SCE were a stand-alone utility company, and that the capital requirements of SCE, as deemed to be necessary to meet SCE's electricity service obligations, shall receive first priority from the Boards of Directors of both Edison International and SCE. In addition, the CPUC regulates SCE's capital structure which limits the dividends it may pay to its shareholders.

Effective January 1, 2020, the common equity component of SCE's CPUC authorized capital structure was increased from 48% to 52% on a weighted average basis over the January 1, 2020 to December 31, 2022 compliance period. Certain amounts, including the impact of SCE's contributions to the Wildfire Insurance Fund under AB 1054, are excluded from the measurement of SCE's CPUC-jurisdictional authorized capital structure. For further information, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."

The CPUC authorized capital structure differs from the capital structure calculated based on GAAP due to certain exclusions allowed by CPUC. In May 2020, the CPUC issued a decision on SCE's application to the CPUC for waiver of compliance with its equity ratio requirement, that allows SCE to exclude from its equity ratio calculations (i) net charges accrued in connection with the 2017/2018 Wildfire/Mudslide Events and (ii) debt issued for the purpose of paying claims related to the 2017/2018 Wildfire/Mudslide Events up to an amount equal to the net charges accrued in connection with the 2017/2018 Wildfire/Mudslide Events. The temporary exclusion will lapse on May 7, 2022 and SCE anticipates filing another application for waiver of compliance with its equity ratio requirement in April 2022. Under the CPUC's rules, SCE will not be deemed to be in violation of the equity ratio requirement while the waiver application is pending resolution. While the exclusion is in place, SCE is required to notify the CPUC if an adverse financial event reduces SCE's spot equity ratio by more than one percent from the level most recently filed with the CPUC in the proceeding. The last spot equity ratio SCE filed with the CPUC in the proceeding did not exclude the then $1.8 billion net charge and was 45.2% as of December 31, 2018 (at the time the common equity component of SCE's CPUC authorized capital structure was required to remain at or above 48% on a weighted average basis over the applicable 37-month period). SCE's spot equity ratio on December 31, 2018 would have been 48.7% had the $1.8 billion net charge at December 31, 2018 been excluded, therefore SCE will notify the CPUC if its spot ratio drops below 47.7% in any quarter. For further information, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."

Note 2. Debt and Equity Financing

Long-Term Debt

At December 31, 2021 and 2020, Edison International Parent had $400 million of 2.40% senior notes and $300 million of 3.125% senior notes due in 2022, $400 million of 2.95% senior notes due in 2023, $500 million of 3.55% senior notes

due in 2024, $400 million of 4.95% senior notes due in 2025, $600 million of 5.75% senior notes due in 2027 and $550 million of 4.125% senior notes due in 2028.

Credit Agreements and Short-Term Debt

The following table summarizes the status of the credit facility at December 31, 2021:

​​​​
(in millions)​
Commitment​$1,500
Outstanding borrowings​—
Amount available​$1,500

In April 2021, Edison International Parent amended its revolving credit facilities to extend the termination date to May 2025 and implement the transition from LIBOR to SOFR. The aggregate maximum principal amount under the Edison International Parent revolving credit facilities may be increased up to $2.0 billion, provided that additional lender commitments are obtained.

The debt covenant in Edison International Parent's credit facility requires a consolidated debt to total capitalization ratio of less than or equal to 0.70 to 1. At December 31, 2021, Edison International's consolidated debt to total capitalization ratio was 0.61 to 1.

Equity

Edison International did not issue any shares during the three and twelve months ended December 31, 2021 through its "at-the-market" ("ATM") program established in May 2019. Under the ATM program, Edison International may sell shares of its common stock having an aggregate sales price of up to $1.5 billion. As of December 31, 2021, shares of common stock having an aggregate offering price of $1.3 billion remained available to be sold under the ATM program. Edison International has no obligation to sell the remaining available shares.

Edison International continued to settle its ongoing common stock requirements of various internal programs through issuance of new common stock. During the twelve months ended December 31, 2021, 522,400 shares of common stock were purchased by employees through the 401(k) defined contribution savings plan for net cash receipts of $30 million, 629,092 shares of common stock were issued as stock compensation awards for net cash receipts of $25 million and 293,031 shares of new common stock were issued in lieu of distributing $17 million to shareholders opting to receive dividend payments in the form of additional common stock. Starting July 2021, the 401(k) defined contribution savings plan no longer offers Edison International's stock as an investment option to employees. Subsequent to the change, stock issued through the 401(k) defined contribution savings plan were dividend payments made in the form of additional common stock.

During the twelve months ended December 31, 2020, 1,644,500 shares of common stock were purchased by employees through the 401(k) defined contribution savings plan for net cash receipts of $99 million, 387,425 shares of common stock were issued as stock compensation awards for net cash receipts of $16 million, 280,707 shares of new common stock were issued in lieu of distributing $17 million to shareholders opting to receive dividend payments in the form of additional common stock and 35,999 shares of common stock related to optional cash investments of $2 million.

Preferred Stock Issuance

In 2021, Edison International issued 1,250,000 shares of 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A, and 750,000 shares of its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, each with a liquidation value of $1,000 per share. The dividends are payable on a semi-annual basis, commencing September 15, 2021 and March 15, 2022, respectively. The dividend rate will be reset every five years beginning on March 15, 2026 and March 15, 2027, respectively, to equal the then-current five-year U.S. Treasury rate plus a spread of 4.698% and 3.901%, respectively The net proceeds of $2.0 billion were used to repay commercial paper borrowings and for general corporate purposes, including making a total of $900 million equity contribution to SCE.

Note 3. Related-Party Transactions

Edison International's Parent expense from services provided by SCE was $2 million in 2021, $2 million in 2020 and $2 million in 2019. Edison International Parent's interest expense from loans due to affiliates was $5 million in 2021, $4 million in 2020 and $5 million in 2019. Edison International Parent had current related-party receivables of $361 million and $43 million and current related-party payables of $211 million and $323 million at December 31, 2021 and 2020, respectively. Edison International Parent had long-term related-party receivables of $52 million and $68 million at December 31, 2021 and 2020, respectively, and long-term related-party payables of $227 million and $219 million at December 31, 2021 and 2020, respectively.

Note 4. Contingencies

For a discussion of material contingencies see "Notes to Consolidated Financial Statements—Note 8. Income Taxes" and "—Note 12. Commitments and Contingencies."

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EDISON INTERNATIONAL

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

​

​​​​​​​​​​​​​​​​​
​​​​​​Additions​​​​​​​
​​Balance at​Charged to​Charged to​​​​Balance at​
​​Beginning of​Costs and​Other​​​​End of​
(in millions)PeriodExpensesAccountsDeductionsPeriod​
For the Year ended December 31, 2021​​​​​​​​
Allowance for uncollectible accounts​​​​​​​​
Customers​$175​$33​$91​$6​$293​
All others​13​11​—​8​16​
Total allowance for uncollectible amounts​$188​$44​$91b$14a$309​
Tax valuation allowance​$35​$9c$—​$—​$44​
​​​​​​​​​​​​​​​​​
For the Year ended December 31, 2020​​​​​​
Allowance for uncollectible accounts​​​​​​
Customers​$35​$36​$120​$16​$175​
All others​14​10​—​11​13​
Total allowance for uncollectible amounts​$49​$46​$120b$27a$188​
Tax valuation allowance​$35​$—​$—​$—​$35​
​​​​​​​​​​​​​​​​​
For the Year ended December 31, 2019​​​​​​
Allowance for uncollectible accounts​​​​​​
Customers​$31​$22​$—​$18​$35​
All others​20​10​—​16​14​
Total allowance for uncollectible amounts​$51​$32​$—​$34a$49​
Tax valuation allowance​$36​$—​$—​$1​$35​
a.Accounts written off, net.
b.Amounts are deferred to regulatory assets.
c.During 2021, Edison International recorded additional valuation allowance of $3 million for non-California state net operating loss carryforwards and $6 million for federal and California charitable contributions carryover from 2017.

​

SOUTHERN CALIFORNIA EDISON COMPANY

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS

​

​​​​​​​​​​​​​​​​​
​​​​​Additions​​​​​​​
​​Balance at​Charged to​Charged to​​​​Balance at​
​​Beginning of​Costs and​Other​​​​End of​
(in millions)PeriodExpensesAccountsDeductionsPeriod​
For the Year ended December 31, 2021​​​​​​​
Allowance for uncollectible accounts​​​​​​​
Customers​$175​$33​$91​$6​$293​
All others​13​11​—​8​16​
Total allowance for uncollectible accounts​$188​$44​$91b$14a$309​
Tax valuation allowance​$—​$6c$—​$—​$6​
​​​​​​​​​​​​​​​​​
For the Year ended December 31, 2020​​​​​​
Allowance for uncollectible accounts​​​​​​
Customers​$35​$36​$120​$16​$175​
All others​14​10​—​11​13​
Total allowance for uncollectible accounts​$49​$46​$120b$27a$188​
​​​​​​​​​​​​​​​​​
For the Year ended December 31, 2019​​​​​​
Allowance for uncollectible accounts​​​​​​
Customers​$31​$22​$—​$18​$35​
All others​20​10​—​16​14​
Total allowance for uncollectible accounts​$51​$32​$—​$34a$49​
a.Accounts written off, net.
b.Amounts are deferred to regulatory assets.
c.Valuation allowance for SCE includes $6 million for federal and California charitable contribution carryover from 2017.

​

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.

​​​​​
EDISON INTERNATIONAL​SOUTHERN CALIFORNIA EDISON COMPANY
By:/s/ Aaron D. Moss​By:/s/ Kate Sturgess
Aaron D. Moss Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)​Kate Sturgess Vice President and Controller (Duly Authorized Officer and Principal Accounting Officer)
​​​
Date:February 24, 2022​Date:February 24, 2022

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​

​

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 registrants and in the capacities and on the date indicated.

SignatureTitle
A. Principal Executive Officers​​
Pedro J. Pizarro*​President, Chief Executive Officer and Director (Edison International)
Steven D. Powell*​President and Chief Executive Officer and Director (Southern California Edison Company)
B. Principal Financial Officers​​
Maria Rigatti*​Executive Vice President and Chief Financial Officer (Edison International)
William M. Petmecky III*​Senior Vice President and Chief Financial Officer (Southern California Edison Company)
C. Principal Accounting Officers​​
/s/ Aaron D. Moss​Vice President and Controller (Edison International)
Aaron D. Moss​​
/s/ Kate Sturgess​Vice President and Controller (Southern California Edison Company)
Kate Sturgess​​
D. Directors (Edison International and Southern California Edison Company, unless otherwise noted)​​
Jeanne Beliveau-Dunn*​Director
Michael C. Camuñez*​Director
Vanessa C.L. Chang*​Director
James T. Morris*​Director
Timothy T. O'Toole*​Director
Pedro J. Pizarro*​Director
Steven D. Powell (SCE only)*​Director
Carey A. Smith*​Director
Linda G. Stuntz*​Director
William P. Sullivan*​Chair of the Edison International Board and Director
Peter J. Taylor*​Director
Keith Trent*​Director

​

​

​​​​
*By:/s/ Aaron D. Moss*By:/s/ Kate Sturgess
​Aaron D. Moss Vice President and Controller (Attorney-in-fact for EIX Directors and Officers)​Kate Sturgess Vice President and Controller (Attorney-in-fact for SCE Directors and Officers)
​​​​
Date:February 24, 2022Date:February 24, 2022

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