filings.toolsEdison International (EIX) 10-K risk factor changes: FY2023 vs FY2022
The 2023-12-31 10-K against the 2022-12-31 one, compared heading by heading and sentence by sentence.
All filing items1,863 rewritten800 added640 removed2,790 unchanged
Summary
counted, not written
- Item 1A headings could not be compared: the parser did not find an Item 1A in both filings.
- Sentence by sentence, 800 added, 640 removed, 1,863 rewritten and 2,790 unchanged across 2 items that differ.
Sentences by item
2 items, with every count and a link to each item that changed
| Item | Added | Removed | Rewritten | Unchanged |
|---|---|---|---|---|
| Cover and table of contents | 766 | 614 | 1,756 | 2,560 |
| Item 6. Reserved. | 34 | 26 | 107 | 230 |
Underlined words on a shaded ground are new in FY2023; struck-through words were in FY2022. Sentences that are wholly new or wholly gone are labelled rather than marked.
Cover and table of contents
1,756 rewritten, 766 added, 614 removed, 2,560 unchanged
| For the fiscal year ended | December 31, [removed: 2022] [added: 2023] |
Aggregate market value of voting and non-voting common equity held by non-affiliates of the registrants as of June 30, [removed: 2022,] [added: 2023,] the last business day of the most recently completed second fiscal quarter:
| Edison International | | Approximately [removed: $24] [added: $26.6] billion | | Southern California Edison Company | | Wholly owned by Edison International |
Common Stock outstanding as of February [removed: 16, 2023:][added: 15, 2024:]
Designated portions of the Edison International Proxy Statement relating to Edison International's [removed: 2023] [added: 2024] Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
| [2025 General Rate Case](#GeneralRateCase2025) | [removed: 7] [added: 8] | |
[removed: | [Cost] [added: Cost] of Capital [removed: Applications](#CostofCapitalApplications) | 8 | |][added: Trigger]
| [Capital Program](#CapitalProgram_959421) | [removed: 8] [added: 9] | |
| [removed: [Upstream Lighting Program](#UpstreamLightingProgram)] [added: Upstream lighting program decision] | [removed: 12] [added: ] | [removed: ] [added: ] | [added: — | | | (81) | | | 81 | | | — |]
| [Years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#YearsendedDecember3120192018and2017_9295)] [added: 2021](#YearsendedDecember3120192018and2017_9295)] | 14 | |
| [Cost-Recovery Activities](#CostRecoveryActivities_528337) | [removed: 16] [added: 15] | |
| [Edison International Parent and Other](#EdisonInternationalParentandOther_621222) | [removed: 17] [added: 16] | |
| [Loss from Operations](#LossfromContinuingOperations_155753) | [removed: 17] [added: 16] | |
| [Available Liquidity](#AvailableLiquidity_46975) | [removed: 18] [added: 17] | |
| [Capital Investment Plan](#CapitalInvestmentPlan_791077) | [removed: 22] [added: 19] | |
| [Decommissioning of San Onofre](#DecommissioningofSanOnofre_356683) | [removed: 23] [added: 22] | |
| [Margin and Collateral Deposits](#MarginandCollateralDeposits_676543) | [removed: 26] [added: 23] | |
| [Edison International Parent and Other](#EdisonInternationalParentandOther_394594) | [removed: 27] [added: 24] | |
| [Edison International Income Taxes](#EdisonInternationalIncomeTaxes) | [removed: 28] [added: 25] | |
| [Historical Cash Flows](#HistoricalCashFlows_967782) | [removed: 29] [added: 26] | |
| [Southern California Edison Company](#SCE_601470) | [removed: 29] [added: 26] | |
| [Edison International Parent and Other](#EdisonInternationalParentandOther_941267) | [removed: 32] [added: 28] | |
| [Contractual Obligations and Contingencies](#ContractualObligationsandContingencies_6) | [removed: 33] [added: 29] | |
| [Contractual Obligations](#ContractualObligations_35468) | [removed: 33] [added: 29] | |
| [Contingencies](#Contingencies_29682) | [removed: 34] [added: 30] | |
| [Off-Balance Sheet Arrangements](#OffBalanceSheetArrangements_355436) | [removed: 34] [added: 30] | |
| [MARKET RISK EXPOSURES](#MARKETRISKEXPOSURES_622324) | [removed: 34] [added: 30] | |
| [Interest Rate Risk](#InterestRateRisk_231870) | [removed: 34] [added: 30] | |
| [Commodity Price Risk](#CommodityPriceRisk_176302) | [removed: 34] [added: 30] | |
| [Investment Price Risk](#InvestmentPriceRisk) | [removed: 35] [added: 31] | |
| [Credit Risk](#CreditRisk_760944) | [removed: 36] [added: 32] | |
| [CRITICAL ACCOUNTING ESTIMATES AND POLICIES](#CRITICALACCOUNTINGESTIMATESANDPOLICIES) | [removed: 36] [added: 32] | |
| [Accounting for Contingencies](#AccountingforContingencies_398264) | [removed: 36] [added: 32] | |
| [Rate Regulated Enterprises](#RateRegulatedEnterprises_143443) | [removed: 38] [added: 33] | |
| [Income Taxes](#IncomeTaxes_983500) | [removed: 39] [added: 35] | |
| [Nuclear Decommissioning – Asset Retirement Obligation](#NuclearDecommissioningAssetRetirementObl) | [removed: 40] [added: 36] | |
| [Pensions and Postretirement Benefits Other than Pensions](#PensionsandPostretirementBenefitsOtherth) | [removed: 41] [added: 37] | |
| [Contributions to the Wildfire Insurance Fund](#ContributionstotheWildfireInsuranceFund_) | [removed: 43] [added: 39] | |
| [NEW ACCOUNTING GUIDANCE](#NEWACCOUNTINGGUIDANCE_203466) | [removed: 44] [added: 39] | |
| [RISK FACTORS](#RISKFACTORS_769677) | [removed: 44] [added: 40] | Part I, Item 1A |
| Edison International | | 384,524,276 | | shares |
| [Electricity Industry Trends](#ElectricityIndustryTrend) | 6 | |
| [Track 4](#TRACK4) | 8 | |
| [Customer-Funded Self-Insurance](#Customerfundedselfinsurance) | 12 | |
| [Global and Regional Risks](#Globalandregionalrisks) | 50 | |
| [CYBERSECURITY](#cybersecurity) | 155 | Part I, Item 1C |
| [Purchases of Equity Securities by Edison International and Affiliated Purchasers](#PurchasesofequitysecuritiesbyEIX) | 162 | |
| [Insider Trading Arrangements](#Insidertradingarragements) | 163 | |
Information contained in this document relating to SCE is filed by Edison International and separately by SCE.
SCE makes no representation as to information relating to Edison International or its subsidiaries, except as it may relate to SCE and its subsidiaries.
| | | |
| | | |
| DERs | | distributed energy resources |
| ECS | | SCE commercial telecommunications services operated under the name of Edison Carrier Solutions |
| EEI Serious Injury | | a work-related injury that is categorized as a "serious injury" by Edison Electric Institute |
| Fast curve settings | | protective settings, used to mitigate the risk of wildfires in high fire risk areas, that enable SCE to more quickly shut off power when an electrical fault occurs than under traditional settings |
| MW | | Megawatt(s) |
| NDCTP | | Nuclear Decommissioning Cost Triennial Proceeding, a CPUC proceeding to review decommissioning costs |
| Track 2 | | Track 2 of the 2021 GRC, which addressed the reasonableness of wildfire mitigation costs incurred in 2018 and 2019 that were incremental to amounts authorized in the 2018 GRC |
| Track 3 | | Track 3 of the 2021 GRC, which addressed the reasonableness of wildfire mitigation costs incurred in 2020 that were incremental to amounts authorized in the 2018 GRC |
| Track 4 | | Track 4 of the 2021 GRC, which addressed SCE's revenue requirement for 2024 |
| | ● | impact of affordability of customer rates on SCE’s ability to execute its strategy, including the impact of affordability on the approval of operations and maintenance expenses, and proposed capital investment projects; |
| | ● | ability of SCE to obtain safety certifications from OEIS; |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
| --- | --- | --- |
Edison International and SCE post or provide direct links to (i) certain SCE
Edison Energy is a global energy advisory firm providing integrated sustainability and energy solutions to commercial, industrial and institutional customers.
Beginning July 1, 2023, SCE implemented a customer-funded wildfire self-insurance program.
With the commencement of this program, Edison International and SCE no longer consider claims-related losses for wildfires to be representative of ongoing earnings and are treating such costs as non-core items prospectively.
For additional information on the customer-funded self-insurance program, see "—Customer-Funded Self-Insurance."
| Other wildfire claims and expenses, net of recoveries1 | | | (34) | | | — | | | (34) | | | — |
| 2021 NDCTP probable disallowance | | | (30) | | | — | | | (30) | | | — |
| Customer cancellations of certain ECS data services | | | (17) | | | — | | | (17) | | | — |
| --- | --- |
| Edison International | | 382,566,466 | | shares |
| [Electricity Industry Trend](#ElectricityIndustryTrends)s | 6 | |
| [SCE Dividends](#SCEDividends_383696) | 25 | |
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.
| | |
| BRRBA | Base Revenue Requirement Balancing Account |
| CDP | Coastal Development Permit |
| CEMA | Catastrophic Event Memorandum Account |
| EEI Serious Injury | 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 |
| MW | megawatts |
| NSGBA | New System Generation Balancing Account |
| PCIA | Power Charge Indifference Adjustment |
| 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 |
| WEMA | Wildfire Expense Memorandum Account |
| 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 |
| ● | risks associated with SCE implementing PSPS, including regulatory fines and penalties, claims for damages and reputational harm; |
| ● | ability of SCE to maintain a valid safety certification; |
| ● | ability of Edison International and SCE to obtain sufficient insurance at a reasonable cost, including insurance relating to 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 (including amounts paid for self-insured retention and co-insurance) from customers or other parties; |
| | 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; |
| ● | 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; |
| ● | changes in the fair value of investments and other assets; |
| | California's environmental priorities that lessen the importance placed on GHG reduction and other climate related priorities; |
Edison Energy is engaged in the competitive business of providing integrated decarbonization and energy solutions to commercial, institutional and industrial customers in North America and Europe.
| | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Upstream lighting program decision | | | (81) | | | — | | | (81) | | | — |
| Income tax benefits from re-measurement of tax assets and liabilities | | | — | | | — | | | — | | | 18 |
| Sale of Vidalia lease | | | — | | | — | | | — | | | 132 |
| Goodwill impairment | | | — | | | — | | | — | | | (34) |
| Income tax expense from re-measurement of tax liabilities | | | — | | | — | | | — | | | (3) |
| 2 | Edison International Parent and Other non-core items are tax-effected at an estimated statutory rate of approximately 28%; customer revenues for EIS insurance contract, net of claims are tax-effected at an estimated statutory rate of approximately 20% |
banning sales of new gas vehicles by 2035.
SCE is focused on accelerating clean power and electrification, strengthening and modernizing the grid, achieving operational and service excellence and proactively mitigating climate change-related risks, including wildfires.
SCE's focus on the transmission and distribution of electricity aligns with California's policy supporting competitive power procurement markets.
SCE is undertaking projects and programs to accelerate economy-wide electrification.
In its 2025 GRC, SCE will seek necessary funding for various grid planning and development activities to support California's clean energy transformation and economy-wide decarbonization objectives, while continuing to prioritize wildfire mitigation programs in high fire risk areas, focus on increased system reliability, technology enabled grid investments and provide safe, reliable, and affordable service to customers.
In 2021, SCE filed an application with the CPUC for authority to establish its authorized cost of capital for utility operations for 2022 and to reset the related annual cost of capital mechanism that can adjust the authorized cost of capital between SCE's cost of capital proceedings based on changes in Moody's utility bond rate index.
In November 2022, the CPUC issued a decision maintaining SCE's cost of capital at pre-2022 levels for 2022 and closing the proceedings.
An excerpt. Shown here: 40 of 1,756 rewritten, 40 of 766 added and 40 of 614 removed. The counts are complete. For every sentence, read Cover and table of contents in the FY2023 filing and the FY2022 filing.
Item 6. Reserved.
107 rewritten, 34 added, 26 removed, 230 unchanged
| [removed: 10.3] [added: 10.5] | | [Edison International [removed: 2008] Executive [removed: Deferred] [added: Incentive] Compensation Plan, as amended and restated [removed: effective](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm) [January] [added: effective January] 1, [removed: 202](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm)[1](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm) [(File] [added: 2024 (File] No. 1-9936, filed as Exhibit [removed: No. 10.](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm)[3](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm) [to] [added: 10.2 to] Edison [removed: International’s] [added: International's] Form 10-Q for the quarter ended [removed: Septembe](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm)[r] [added: September] 30, [removed: 2020](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm)[)*](http://www.sec.gov/Archives/edgar/data/92103/000082705220000134/a103eix2008execdeferre.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000082705223000084/eix-20230930xex10d2.htm)] |
| [removed: 10.4.1] [added: 10.7.8] | | [Edison International [removed: 2008 Executive Retirement Plan, as amended and restated effective December 8,] 2021 [removed: (File] [added: Long-Term Incentives Terms and Conditions (File,] No. 1-9936, filed as Exhibit [removed: 10.5.1] [added: 10.1] to Edison [removed: International’s] [added: International's] Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000006/eix-20211231ex1051b8c6a.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705221000033/eix-20210331ex101010672.htm)] |
| [removed: 10.5] [added: 10.7.9] | | [Edison International [removed: Executive Incentive Compensation Plan, as amended and restated effective January 1,] 2022 [removed: (File] [added: Long-Term Incentives Terms and Conditions (File,] No. 1-9936, filed as Exhibit [removed: 10.6] [added: 10.1] to Edison [removed: International’s] [added: International's] Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: December] [added: March] 31, [removed: 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000006/eix-20211231ex106de7c96.htm)] [added: 2022)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000031/eix-20220331xex10d1.htm)] |
| 10.7.1 | | [Edison International [removed: 2012] [added: 2014] Long-Term Incentives Terms and Conditions [removed: (File] [added: (File,] No. 1-9936, filed as Exhibit [removed: 10.2] [added: 10.3] to Edison International's Form 10-Q for the quarter ended March 31, [removed: 2012)*](http://www.sec.gov/Archives/edgar/data/827052/000082705212000050/eixq12012ex102.htm)] [added: 2014)*](http://www.sec.gov/Archives/edgar/data/92103/000082705214000135/eixq12014ex103.htm)] |
| 10.7.2 | | [Edison International [removed: 2013] [added: 2015] Long-Term Incentives Terms and Conditions [removed: (File] [added: (File,] No. 1-9936, filed as Exhibit 10.2 to Edison International's Form 10-Q for the quarter ended March 31, [removed: 2013)*](http://www.sec.gov/Archives/edgar/data/92103/000082705213000107/eixq12013ex102.htm)] [added: 2015)*](http://www.sec.gov/Archives/edgar/data/92103/000082705215000115/eixq12015ex10-2.htm)] |
| 10.7.3 | | [Edison International [removed: 2014] [added: 2016] Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit [removed: 10.3] [added: 10.4] to Edison International's Form 10-Q for the quarter ended March 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/92103/000082705214000135/eixq12014ex103.htm)] [added: 2016)*](http://www.sec.gov/Archives/edgar/data/92103/000082705216000321/eixq12016ex104.htm)] |
| 10.7.4 | | [Edison International [removed: 2015] [added: 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, [removed: 2015)*](http://www.sec.gov/Archives/edgar/data/92103/000082705215000115/eixq12015ex10-2.htm)] [added: 2017)*](http://www.sec.gov/Archives/edgar/data/92103/000082705217000128/exhibit102q12017.htm)] |
| [removed: 10.7.5] [added: 10.7.7] | | [Edison International [removed: 2016] [added: 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 [removed: ended March 31, 2016)*](http://www.sec.gov/Archives/edgar/data/92103/000082705216000321/eixq12016ex104.htm)] [added: ended](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm) [March 3](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm)[1](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm)[, 2020)*](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm)] |
| 10.7.6 | | [Edison International [removed: 2017] [added: 2019] Long-Term Incentives Terms and Conditions (File, No. 1-9936, filed as Exhibit [removed: 10.2] [added: 10.3] to Edison International's Form 10-Q for the quarter ended March 31, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/92103/000082705217000128/exhibit102q12017.htm)] [added: 2019)*](http://www.sec.gov/Archives/edgar/data/92103/000082705219000108/a103eix2019long-termincent.htm)] |
| [removed: 10.7.7] [added: 10.7.5] | | [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)*](http://www.sec.gov/Archives/edgar/data/92103/000082705218000115/q1eix10q2018ex103.htm) |
| [removed: 10.7.8] [added: 10.7.10] | | [Edison International [removed: 2019] [added: 2023] Long-Term Incentives Terms and Conditions [removed: (File,] [added: (File] No. 1-9936, filed as Exhibit [removed: 10.3] [added: 10.1] to Edison [removed: International's] [added: International’s] Form 10-Q for the quarter ended March 31, [removed: 2019)*](http://www.sec.gov/Archives/edgar/data/92103/000082705219000108/a103eix2019long-termincent.htm)] [added: 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000082705223000037/eix-20230331xex10d1.htm)] |
| 10.8 | | [Edison International 2008 Executive Severance Plan, as amended and restated effective January 1, [removed: 2022 (File No. 1-9936, filed as Exhibit 10.9 to Edison International’s Form 10-K for the year ended December 31, 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000006/eix-20211231ex109af1f7e.htm)] [added: 2024](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex10d8.htm)] |
| 10.9 | | [Edison International and Southern California Edison Company Director Compensation Schedule, as adopted [removed: August 25, 2022 (File No. 1-9936, filed as Exhibit 10.1 to Edison International and SCE's Form 10-Q for the quarter ended September 30, 2022)](https://www.sec.gov/Archives/edgar/data/92103/000082705222000076/eix-20220930xex10d1.htm)] [added: December 8, 2023](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex10d9.htm)] |
| [removed: 10.17] [added: 10.18] | | [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 SCE's Form 8-K dated and filed May 18, 2018)*](http://www.sec.gov/Archives/edgar/data/92103/000082705218000121/sceexhibit102workiva.htm) |
| [removed: 10.18] [added: 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 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 SCE's Form 8-K dated April 30, 2021 and filed May 6, 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705221000040/eix-20210430ex1022c33d1.htm) |
| [removed: 10.19] [added: 10.20] | | [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 SCE's Form 8-K dated April 30, 2021 and filed May 6, 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000082705221000040/eix-20210430ex10307c53c.htm) |
| [removed: 10.20] [added: 10.21] | | [Second Amendment, dated as of May 4, 2022, to the Second Amended and Restated Credit Agreement, dated as of May 17, 2018, as amended by the First Amendment, dated as of April 30, 2021, as supplemented by the Commitment Increase Supplement, dated as of April 30, 2021, 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 [removed: SCE’s] [added: SCE's] Form 8-K dated and filed May 4, 2022)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000040/eix-20220504xex10d2.htm) |
| [removed: 10.21] [added: 10.23] | | [Term Loan Credit [removed: Agreement] [added: Agreement,] dated as of [removed: May 10, 2021,] [added: November 7, 2022,] among Southern California Edison Company, the several banks and other financial institutions from time to time [removed: parties thereto] [added: party thereto,] and [removed: Royal] [added: Truist] Bank [removed: of Canada, as administrative agent and green loan structuring agent.] (File No. 1-2313, filed as Exhibit [removed: 10.1] [added: 10.2] to SCE's Form 8-K dated [removed: May 10, 2021] and filed [removed: May 11, 2021)*](https://www.sec.gov/Archives/edgar/data/92103/000009210321000011/sce-20210510ex101c37169.htm)] [added: on November 7, 2022)](https://www.sec.gov/Archives/edgar/data/92103/000082705222000082/eix-20221107xex10d2.htm)*] |
| 10.22 | | [removed: [First] [added: [Third] Amendment, dated as of May [removed: 9, 2022,] [added: 3, 2023,] to the [removed: Term Loan] [added: Second Amended and Restated] Credit [removed: Agreement,] [added: Agreement] dated as of May [removed: 10, 2021,] [added: 17, 2018, as amended by the First Amendment, dated as of April 30, 2021 and the Second Amendment, dated as of May 4, 2022, by and] among Southern California [removed: Edison Company,] [added: Edison,] the several banks and other financial institutions [removed: from time to time parties] [added: party] thereto and [removed: Royal Bank of Canada,] [added: JPMorgan Chase Bank, N.A.,] as administrative agent (File No. 1-2313, filed as Exhibit [removed: 10.1] [added: 10.2] to SCE’s Form [removed: 8-K dated and filed May 9, 2022)*](https://www.sec.gov/Archives/edgar/data/92103/000009210322000008/sce-20220509xex10d1.htm)] [added: 10-Q for the quarter ended June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000082705223000065/eix-20230630xex10d2.htm)] |
| [removed: 10.23] [added: 10.17] | | [removed: [Term Loan] [added: [Third Amendment, dated as of May 3, 2023, to the Second Amended and Restated] Credit [removed: Agreement,] [added: Agreement] dated as of [added: May 17, 2018, as amended by the First Amendment, dated as of] April [removed: 8,] [added: 30, 2021 and the Second Amendment, dated as of May 4,] 2022, [added: by and] among Edison International, the several banks and other financial institutions [removed: from time to time parties] [added: party] thereto [added: and JPMorgan Chase Bank, N.A., as administrative agent] (File No. 1-9936, filed as Exhibit 10.1 to Edison International’s Form [removed: 8-K dated and filed April 8, 2022)*](https://www.sec.gov/Archives/edgar/data/827052/000082705222000010/eix-20220408ex101582a5e.htm)] [added: 10-Q for the quarter ended June 30, 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000082705223000065/eix-20230630xex10d1.htm)] |
| [removed: 21] [added: 21.1] | | [Subsidiaries of the [removed: Registrants](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex21.htm)] [added: Registrants](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex21d1.htm)] |
| 23.1 | | [Consent of Independent Registered Public Accounting Firm (Edison [removed: International)](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex23d1.htm)] [added: International)](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex23d1.htm)] |
| 23.2 | | [Consent of Independent Registered Public Accounting Firm (Southern California Edison [removed: Company)](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex23d2.htm)] [added: Company)](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex23d2.htm)] |
| 24.1 | | [Powers of Attorney of Edison International and Southern California Edison [removed: Company](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex24d1.htm)] [added: Company](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex24d1.htm)] |
| 24.2 | | [Certified copies of Resolutions of Boards of Edison International and Southern California Edison Company Directors Authorizing Execution of SEC [removed: Reports](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex24d2.htm)] [added: Reports](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex24d2.htm)] |
| 31.1 | | [Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex31d1.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex31d1.htm)] |
| 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 [removed: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex31d2.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex31d2.htm)] |
| 32.1 | | [Certifications of the Chief Executive Officer and the Chief Financial Officer of Edison International required by Section 906 of the Sarbanes-Oxley [removed: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex32d1.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex32d1.htm)] |
| 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 [removed: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705223000010/eix-20221231xex32d2.htm)] [added: Act](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex32d2.htm)] |
| 101.1 | | Financial statements from the annual report on Form 10-K of Edison International for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 23, 2023,] [added: 22, 2024,] 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 |
| 101.2 | | Financial statements from the annual report on Form 10-K of Southern California Edison Company for the year ended December 31, [removed: 2022,] [added: 2023,] filed on February [removed: 23, 2023,] [added: 22, 2024,] 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 |
| (in millions) | | [added: 2023 | | |] 2022 | | | 2021 | |
| Cash and cash equivalents | | $ | [removed: 4] [added: 1] | | $ | [removed: 52] [added: 4] |
| Other current assets | | | [removed: 447] [added: 441] | | | [removed: 403] [added: 447] |
| Total current assets | | | [removed: 451] [added: 442] | | | [removed: 455] [added: 451] |
| Investments in subsidiaries | | | [removed: 19,922] [added: 20,026] | | | [removed: 18,924] [added: 19,922] |
| Deferred income taxes | | | [removed: 626] [added: 700] | | | [removed: 697] [added: 626] |
| Other long-term assets | | | [removed: 62] [added: 58] | | | [removed: 68] [added: 62] |
| Total assets | | $ | [removed: 21,061] [added: 21,226] | | $ | [removed: 20,144] [added: 21,061] |
| Short-term debt | | $ | [removed: 1,090] [added: 246] | | $ | [removed: —] [added: 1,090] |
FORM 10-K SUMMARY
None.
| 3.3 | | [Amended and Restated Articles of SCE, effective August 28, 2023 (Filed No. 1-2313 filed as Exhibit 3.1 to SCE’s Form 8-K dated September 19, 2023 and filed September 21, 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000009210323000011/sce-20230919xex3d1.htm) |
| 4.7 | | [Certificate of Determination of Preferences of the Company’s Series M Preference Stock (File No. 1-2313, filed as Exhibit 4.1 to SCE’s Form 8-K dated November 16, 2023 and filed on November 22, 2023)*](https://www.sec.gov/Archives/edgar/data/92103/000009210323000025/sce-20231116xex4d1.htm) |
| 10.3 | | [Edison International 2008 Executive Deferred Compensation Plan, as amended and restated effective January 1, 2024](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex10d3.htm) |
| 10.4.1 | | [Edison International 2008 Executive Retirement Plan, as amended and restated effective January 1, 2024](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex10d4.htm) |
| 97.1 | | [Edison International and Southern California Edison Company Incentive Compensation Recoupment Policy For Accounting Restatements, as amended effective October 2, 2023](https://www.sec.gov/Archives/edgar/data/827052/000082705224000013/eix-20231231xex97d1.htm) |
| (in millions) | | 2023 | | | 2022 | |
| Net income available to Edison International common shareholders | | $ | 1,197 | | $ | 612 | | $ | 759 |
For the Years Ended December 31, 2023, 2022 and 2021
| Net income | | $ | 1,284 | | $ | 717 | | $ | 819 |
For the Years Ended December 31, 2023, 2022 and 2021
| (in millions) | | 2023 | | | 2022 | | | 2021 | |
| Preferred stock repurchased | | | (289) | | | — | | | — |
| Cash flows from investing activities: | | | | | | | | | |
Under the decision, effective as of the beginning of the new cost of capital cycle on January 1, 2023, the CPUC also authorized SCE to exclude from its equity ratio calculations debt that exceeds the net charges accrued in connection with the 2017/2018 Wildfire/Mudslide Events due to the timing difference between the wildfire claims payment and the realization of the cash tax benefits.
The temporary exclusion will lapse on August 31, 2025 or when determinations regarding cost recovery for the 2017/2018 Wildfire/Mudslide Events are made, whichever comes earlier.
If the CPUC has not made determinations regarding cost recovery by August 31, 2025, SCE is permitted to file another application for a waiver of compliance with its equity ratio requirement.
Common Stock Issuances
As of December 31, 2023, Edison International had not issued any shares through its "at-the-market"("ATM") program established in August 2022.
In November 2023, Edison International, through a tender offer, repurchased 61,497 shares of its Series A Preferred Stock and 84,223 shares of its Series B Preferred Stock for an average price of $925 and $904 per share, respectively, including accrued and unpaid dividends.
The aggregate amount paid was $57 million for Series A Preferred Stock and $76 million for Series B Preferred Stock.
In December 2023, Edison International repurchased 29,186 shares of its Series A Preferred Stock and 133,323 shares of its Series B Preferred Stock on the open market for an average price of $971 and $955 per share, respectively, including accrued and unpaid dividends.
The aggregate amount paid was $28 million for Series A Preferred Stock and $127 million for Series B Preferred Stock.
Edison International recognized a total net gain of $16 million from the tender offer and open market repurchases, reflected in "Preferred stock dividend requirements of Edison International" on the condensed statements of income.
Edison International may, at its option, redeem its preferred stock in whole or in part during certain periods of time prior to each of the dividend reset dates at a price equal to $1,000 per share plus any accumulated and unpaid dividends.
Edison International may also, at its option, redeem the preferred stocks in whole but not in part at a price equal to $1,020 per share plus any accumulated and unpaid dividends within a certain period of time following any change in the criteria rating agencies use that would have adverse effects on the equity credit attributed by rating agencies to the preferred stocks.
The preferred stocks rank senior to Edison International's common stock with respect to dividends rights and distribution rights upon liquidation.
The preferred stocks are not subject to any mandatory sinking fund, retirement fund, purchase fund or other similar provisions.
Holders of the shares of the preferred stocks do not have the right to require Edison International to repurchase or redeem shares of the preferred stocks.
| By: | /s/ Kara G. Ryan | | By: | /s/ Kara G. Ryan |
| Kara G. Ryan | | |
| Kara G. Ryan | | |
| *By: | /s/ Kara G. Ryan | *By: | /s/ Kara G. Ryan |
| | | |
| 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)*](http://www.sec.gov/Archives/edgar/data/92103/000082705217000163/exhibit31q22017.htm) |
| 10.7.9 | | [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](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm) [March 3](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm)[1](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm)[, 2020)*](http://www.sec.gov/Archives/edgar/data/92103/000082705220000091/eix-sceq110q2020xex104.htm) |
| 10.7.10 | | [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)*](https://www.sec.gov/Archives/edgar/data/92103/000082705221000033/eix-20210331ex101010672.htm) |
| 10.7.11 | | [Edison International 2022 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, 2022)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000031/eix-20220331xex10d1.htm) |
| 10.24 | | [Term Loan Credit Agreement, dated as of November 7, 2022, among Edison International, the several banks and other financial institutions from time to time party thereto, and PNC Bank, National Association (File No. 1-9936, filed as Exhibit 10.1 to Edison International’s Form 8-K dated and filed November 7, 2022)*](https://www.sec.gov/Archives/edgar/data/92103/000082705222000082/eix-20221107xex10d1.htm) |
| 10.25 | | [Term Loan Credit Agreement, dated as of November 7, 2022, among Southern California Edison Company, the several banks and other financial institutions from time to time party thereto, and Truist Bank (File No. 1-2313, filed as Exhibit 10.2 to SCE’s Form 8-K dated and filed on November 7, 2022)](https://www.sec.gov/Archives/edgar/data/92103/000082705222000082/eix-20221107xex10d2.htm)* |
| Income from continuing operations | | | 717 | | | 819 | | | 739 |
| Net income | | $ | 612 | | $ | 759 | | $ | 739 |
This is unchanged from the January 1, 2020 to December 31, 2022 compliance period.
For further information, see "Business—SCE—Overview of Ratemaking Process" and "Business—Southern California Wildfires."
With these exclusions, SCE was in compliance with its authorized capital structure for the compliance period from January 1, 2020 to December 31, 2022.
The temporary exclusion lapsed on May 7, 2022.
In April 2022, SCE filed another application requesting continued waiver of compliance with its equity ratio requirement.
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.
2025, $600 million of 5.75% senior notes due in 2027, $550 million of 4.125% senior notes due in 2028 and $550 million 6.95% senior notes due in 2029.
As of December 31, 2022, Edison International Parent has outstanding term loans of $600 million due in April 2023 and $400 million due in November 2023, each bearing interest at either an adjusted term SOFR plus 0.70% and 0.95%, respectively, or a base rate with no applicable margin.
Edison International used the proceeds for general corporate purposes.
Equity
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.
The dividends are payable on a semi-annual basis, commencing September 15, 2021 and March 15, 2022, 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.
| By: | /s/ Kate Sturgess | | By: | /s/ Kate Sturgess |
| Kate Sturgess | | |
| *By: | /s/ Kate Sturgess | *By: | /s/ Kate Sturgess |
An excerpt. Shown here: 40 of 107 rewritten, all 34 added and all 26 removed. The counts are complete. For every sentence, read Item 6. Reserved. in the FY2023 filing and the FY2022 filing.