10-Q
EDISON INTERNATIONAL (EIX)
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| (Mark One) | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
| For the quarterly period ended March 31, 2025 | ||||||||||||||||||||
| o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||||||||||||||||
| For the transition period from to | Commission<br>File Number | Exact Name of Registrant<br>as specified in its charter | State or Other Jurisdiction of<br>Incorporation or Organization | IRS Employer<br>Identification Number | ||||||||||||||||
| --- | --- | --- | --- | |||||||||||||||||
| 1-9936 | EDISON INTERNATIONAL | California | 95-4137452 | |||||||||||||||||
| 1-2313 | SOUTHERN CALIFORNIA EDISON COMPANY | California | 95-1240335 | EDISON INTERNATIONAL | SOUTHERN 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) | Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||||||
| --- | --- | --- | ||||||||||||||||||
| Edison International: | ||||||||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||||||||
| Common Stock, no par value | EIX | NYSE LLC | ||||||||||||||||||
| Southern California Edison Company: None. | Indicate by check mark whether the registrant (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 | Yes | þ | No | o | Southern California Edison Company | Yes | þ | No | o | 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Edison International | Yes | þ | No | o | Southern California Edison Company | Yes | þ | No | o | Indicate by checkmark 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. | ||||||||||
| --- | --- | --- | --- | --- | --- | |||||||||||||||
| Edison International | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company | |||||||||||||||
| þ | o | o | o | o | ||||||||||||||||
| Southern California Edison Company | Large Accelerated Filer | Accelerated Filer | Non-accelerated Filer | Smaller Reporting Company | Emerging growth company | |||||||||||||||
| o | o | þ | o | o | 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 | o | Southern California Edison Company | o | Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| Edison International | Yes | o | No | þ | Southern California Edison Company | Yes | o | No | þ | |||||||||||
| 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 April 22, 2025: | |||||||||||||||||||
| --- | --- | |||||||||||||||||||
| Edison International | 384,763,662 Shares | |||||||||||||||||||
| Southern California Edison Company | 434,888,104 Shares |
Table of Contents
TABLE OF CONTENTS
| SEC Form 10-Q | ||
|---|---|---|
| Reference Number | ||
| GLOSSARY | iii | |
| FORWARD-LOOKING STATEMENTS | 1 | |
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 3 | Part I, Item 2 |
| MANAGEMENT OVERVIEW | 3 | |
| Highlights of Operating Results | 3 | |
| 2025 General Rate Case | 4 | |
| Cost of Capital Application | 5 | |
| Capital Program | 5 | |
| Southern California Wildfires and Mudslides | 5 | |
| RESULTS OF OPERATIONS | 8 | |
| Southern California Edison Company | 8 | |
| Three months ended March 31, 2025 versus March 31, 2024 | 8 | |
| Edison International Parent and Other | 10 | |
| Three months ended March 31, 2025 versus March 31, 2024 | 10 | |
| LIQUIDITY AND CAPITAL RESOURCES | 10 | |
| Southern California Edison Company | 10 | |
| Available Liquidity | 11 | |
| Regulatory Proceedings | 11 | |
| Capital Investment Plan | 11 | |
| Margin and Collateral Deposits | 12 | |
| Edison International Parent and Other | 12 | |
| Edison International Income taxes | 13 | |
| Historical Cash Flows | 13 | |
| Southern California Edison Company | 13 | |
| Edison International Parent and Other | 16 | |
| Contingencies | 16 | |
| MARKET RISK EXPOSURES | 16 | |
| CRITICAL ACCOUNTING ESTIMATES AND POLICIES | 16 | |
| NEW ACCOUNTING GUIDANCE | 17 | |
| QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK | 17 | Part I, Item 3 |
| CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 18 | Part I, Item 1 |
| Condensed Consolidated Statements ofIncomefor EdisonInternational | 18 | |
| CondensedConsolidated Statements of ComprehensiveIncomefor Edison International | 19 | |
| CondensedConsolidated BalanceSheetsforEdison International | 20 | |
| Condensed Consolidated Statements of CashFlowsforEdison International | 22 | |
| Condensed Consolidated Statements ofIncomeforSouthern California Edison Company | 23 | |
| Condensed Consolidated Statements of ComprehensiveIncomefor Southern California Edison Company | 23 | |
| Condensed Consolidated BalanceSheets forSouthern California Edison Company | 24 | |
| CondensedConsolidated Statements of CashFlows forSouthern California Edison Company | 26 |
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| NOTES TOCONDENSEDCONSOLIDATED FINANCIAL STATEMENTS | 27 | |
|---|---|---|
| Note 1. Summary of Significant Accounting Policies | 27 | |
| Note 2.CondensedConsolidated Statements of Changes in Equity | 30 | |
| Note 3. Variable Interest Entities | 31 | |
| Note 4. Fair Value Measurements | 33 | |
| Note 5. Debt and Credit Agreements | 36 | |
| Note 6. Derivative Instruments | 36 | |
| Note 7. Revenue | 38 | |
| Note 8. Income Taxes | 39 | |
| Note 9. Compensation and Benefit Plans | 40 | |
| Note 10. Investments | 41 | |
| Note 11. Regulatory Assets and Liabilities | 42 | |
| Note 12. Commitments and Contingencies | 43 | |
| Note 13. Equity | 53 | |
| Note 14. Accumulated Other Comprehensive Loss | 54 | |
| Note 15. Other Income, Net | 54 | |
| Note 16. Supplemental Cash Flows Information | 55 | |
| Note 17. Related-Party Transactions | 55 | |
| CONTROLS AND PROCEDURES | 56 | Part I, Item 4 |
| Disclosure Controls and Procedures | 56 | |
| Changes in Internal Control Over Financial Reporting | 56 | |
| Jointly Owned Utility Plant | 56 | |
| LEGAL PROCEEDINGS | 56 | Part II, Item 1 |
| 2017/2018 Wildfire/Mudslide Events | 56 | |
| Eaton Fire | 57 | |
| Environmental Proceedings | 56 | |
| UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS | 57 | Part II, Item 2 |
| Purchases of Equity Securities by Edison International and Affiliated Purchasers | 57 | |
| OTHER INFORMATION | 57 | Part II Item 5 |
| EXHIBITS | 58 | Part II, Item 6 |
| SIGNATURES | 59 |
This combined Form 10-Q is separately filed by Edison International and SCE. 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.
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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 |
|---|---|
| 2024 10-K | Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2024 |
| 2024 MD&A | Edison International's and SCE's MD&A for the calendar year 2024, which was included in the 2024 Form 10-K |
| AB 1054 | California Assembly Bill 1054, executed by the governor of California on July 12, 2019 |
| AB 1054 Excluded Capital Expenditures | $1.6 billion in wildfire risk mitigation capital expenditures that SCE has excluded 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) |
| CAISO | California Independent System Operator |
| Cal Advocates | the California Public Advocates Office |
| CAL FIRE | the California Department of Forestry and Fire Protection |
| CAL OES | the California Governor's Office of Emergency Services |
| Capistrano Wind | a group of wind projects referred to as Capistrano Wind |
| Capital Structure Compliance Period | January 1, 2023 to December 31, 2025, the current compliance period for SCE's CPUC authorized capital structure |
| 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 |
| CPUC | California Public Utilities Commission |
| DERs | distributed energy resources |
| DGC | the decommissioning general contractor engaged by SCE to undertake a significant scope of decommissioning activities at San Onofre |
| Eaton Fire | a wind-driven fire that originated in Los Angeles County in January 2025 |
| ECS | SCE commercial telecommunications services operated under the name of Edison Carrier Solutions |
| EIS | Edison Insurance Services, Inc., a wholly-owned subsidiary of Edison International licensed to provide insurance to Edison International and its subsidiaries |
| Electric Service Provider | an entity other than an investor-owned utility or CCA that provides electric power and ancillary services to retail customers |
| ERRA | Energy Resource Recovery Account |
| 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 |
| FERC | Federal Energy Regulatory Commission |
| Fitch | Fitch Ratings, Inc. |
| GAAP | generally accepted accounting principles in the United States |
| GHG | greenhouse gas |
| GRC | general rate case |
| IRA | Inflation Reduction Act of 2022 |
| 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 |
| LAFD | the Los Angeles Fire Department |
| MD&A | Management's Discussion and Analysis of Financial Condition and Results of Operations in this report |
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| 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. |
| MW | Megawatt(s) |
| NDCTP | Nuclear Decommissioning Cost Triennial Proceeding, a CPUC proceeding to review decommissioning costs |
| NERC | North American Electric Reliability Corporation |
| NRC | United States Nuclear Regulatory Commission |
| OEIS | Office of Energy Infrastructure Safety of the California Natural Resources Agency |
| Other Wildfire Events | Collectively, all the wildfires that originated in Southern California in and after 2017 but before 2025 where SCE's equipment has been or may be alleged to be associated with the fire's ignition, except for the Thomas Fire, the Koenigstein Fire and the Woolsey Fire |
| 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) |
| PG&E | Pacific Gas & Electric Company |
| PSPS | Public Safety Power Shutoff(s) |
| ROE | return on common equity |
| RPS | California's Renewables Portfolio Standard |
| S&P | Standard & Poor's Financial Services LLC |
| 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 |
| SDG&E | San Diego Gas & Electric Company |
| 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 regarding the 2017/2018 Wildfire/Mudslide Events and three other 2017 wildfires |
| 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 Settlement Agreement | a settlement agreement entered into between SCE and the California Public Advocates Office in August 2024 in the CPUC-jurisdictional rate recovery proceeding related to TKM |
| Track 4 | Track 4 of the 2021 GRC, which addressed SCE's revenue requirement for 2024 |
| Trio | Edison Energy, LLC, an indirect wholly-owned non-utility subsidiary of Edison International doing business as "Trio" |
| WCCP | Wildfire Covered Conductor Program |
| 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 |
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FORWARD-LOOKING STATEMENTS
This quarterly report on Form 10-Q 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," "targets," 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, timely or at all, including uninsured wildfire-related and debris flow-related costs (including amounts paid for self-insured retention and co-insurance, and amounts not recoverable from the Wildfire Insurance Fund), and costs incurred for wildfire restoration efforts and to mitigate the risk of utility equipment causing future wildfires;
•the cybersecurity of Edison International's and SCE's critical information technology systems for grid control and business, employee and customer data, and the physical security of Edison International's and SCE's critical assets and personnel;
•risks associated with the operation and maintenance of electrical facilities, including worker, contractor, 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;
•impact of affordability of customer rates on SCE's ability to execute its strategy, including the impact of affordability on SCE's ability to obtain regulatory approval of, or cost recovery for, operations and maintenance expenses, proposed capital investment projects, and increased costs due to supply chain constraints, tariffs, inflation and rising interest rates;
•ability of SCE to update its grid infrastructure to maintain system integrity and reliability, and meet electrification needs;
•ability of SCE to implement its operational and strategic plans, including its WMP and capital investment program, including those related to project site identification, public opposition, environmental mitigation, construction, permitting, contractor performance, changes in the CAISO's transmission plans, and governmental approvals;
•risks of regulatory or legislative restrictions that would limit SCE's ability to implement operational measures to mitigate wildfire risk, including PSPS and fast curve settings, when conditions warrant or would otherwise limit SCE's operational practices relative to wildfire risk mitigation;
•ability of SCE to obtain safety certifications from OEIS;
•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 clarified by 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, approval of regulatory proceeding settlements, 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;
•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 Coordinating Council, and similar regulatory bodies in adjoining regions, and changes in the United States' and
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California's environmental priorities that lessen the importance placed on GHG reduction and other climate related priorities;
•potential for penalties or disallowances 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;
•extreme weather-related incidents (including events caused, or exacerbated, by climate change), such as wildfires, debris flows, flooding, droughts, high wind events and extreme heat events and other natural disasters (such as earthquakes), which could cause, among other things, worker and public safety issues, property damage, outages and other operational issues (such as issues due to damaged infrastructure), PSPS activations and unanticipated costs;
•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 and other radioactive material, delays, contractual disputes, and cost overruns;
•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;
•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, effective tax rates and cash flows;
•changes in rates of inflation (including whether inflation-related adjustments to SCE's authorized revenues allowed by the public utility regulators are commensurate with inflation rates), and changes in interest rates and potential future adjustments to SCE's ROE based on changes in Moody's utility bond rate index;
•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; and
•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, timely or at all, 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 and in the 2024 Form 10-K, including the "Risk Factors" section. Readers are urged to read this entire report, including information incorporated by reference, as well as the 2024 Form 10-K, 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 information that may be of interest to investors in a section titled "Presentations and Updates" at www.edisoninvestor.com in order to publicly disseminate such information. The reports, presentations, documents and information contained on, or connected to, the Edison International investor website are not deemed part of, and are not incorporated by reference into, this report.
The MD&A for the three months ended March 31, 2025, discusses material changes in the condensed consolidated financial condition, results of operations and other developments of Edison International and SCE since December 31, 2024, and as compared to the three months ended March 31, 2024. This discussion presumes that the reader has read or has access to the 2024 MD&A.
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 subsidiaries other than SCE and its subsidiaries and "Edison International Parent" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries. Unless otherwise described, all the information contained in this report relates to both filers.
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
MANAGEMENT OVERVIEW
Highlights of Operating Results
Edison International is the ultimate parent holding company of SCE and Edison Energy, LLC, doing business as Trio. 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 across Southern, Central and Coastal California. Trio is a global energy advisory firm providing integrated sustainability and energy solutions to commercial, industrial and institutional customers. Trio's business activities are currently not material to report as a separate business segment.
Edison International's earnings are prepared in accordance with GAAP. Management uses core earnings (loss) internally for financial planning and for analysis of performance. Core earnings (loss) are also used when communicating with investors and analysts regarding Edison International's earnings results to facilitate comparisons of the company's performance from period to period. Core earnings (loss) are a non-GAAP financial measure and may not be comparable to those of other companies. Core earnings (loss) are defined as earnings available to Edison International shareholders less non-core items. Non-core items include income or loss from discontinued operations and income or loss from significant discrete items that management does not consider representative of ongoing earnings, such as write downs, asset impairments and other income and expense related to changes in law, outcomes in tax, regulatory or legal proceedings, and exit activities, including sale of certain assets and other activities that are no longer continuing.
| Three Months Ended<br>March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Change | |||
| Net income (loss) available to Edison International | ||||||
| SCE | $ | 1,567 | $ | 65 | $ | 1,502 |
| Edison International Parent and Other | (131) | (76) | (55) | |||
| Edison International | 1,436 | (11) | 1,447 | |||
| Less: Non-core items | ||||||
| SCE | ||||||
| 2017/2018 Wildfire/Mudslide Events (claims and expenses), net of recoveries | 1,339 | (467) | 1,806 | |||
| Other Wildfire Events (claims and expenses), net of recoveries | 12 | (119) | 131 | |||
| Wildfire Insurance Fund expense | (36) | (36) | — | |||
| Income tax (expense) benefit1 | (368) | 174 | (542) | |||
| SCE non-core items | 947 | (448) | 1,395 | |||
| Edison International Parent and Other | ||||||
| Wildfire claims insured by EIS | (50) | (1) | (49) | |||
| Income tax benefit1 | 11 | — | 11 | |||
| Edison International Parent and Other non-core items | (39) | (1) | (38) | |||
| Total non-core items | 908 | (449) | 1,357 | |||
| Core earnings (loss) | ||||||
| SCE | 620 | 513 | 107 | |||
| Edison International Parent and Other | (92) | (75) | (17) | |||
| Edison International | $ | 528 | $ | 438 | $ | 90 |
1SCE and Edison International Parent and Other non-core items are tax-effected at an estimated statutory rate of approximately 28%; wildfire claims insured by EIS are tax-effected at the federal statutory rate of 21%.
In the absence of a 2025 GRC decision, since January 1, 2025, and until a GRC decision is issued, SCE is recognizing revenue based on the 2024 authorized revenue requirement, adjusted to reflect the 2025 CPUC-authorized ROE. (For further information, see "—2025 General Rate Case" below.) Edison International's first quarter 2025 earnings increased $1,447 million from the first quarter of 2024, resulting from an increase in SCE's earnings of $1,502 million, partially offset by an increase in Edison International Parent and Other's loss of $55 million. SCE's higher net income consisted of
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$107 million of higher core earnings and $1,395 million of higher non-core earnings. Edison International Parent and Other's loss increased $55 million due to $17 million of higher core loss and $38 million of higher non-core loss.
As discussed in the 2024 Form 10-K, the CPUC approved the TKM Settlement Agreement in January 2025. As a result, in the first quarter of 2025, SCE recorded cost recoveries through CPUC electric rates authorized under the TKM Settlement Agreement. These cost recoveries are reflected either as core earnings or non-core items, as discussed below. This classification is consistent with the original classification when the respective costs were incurred.
The increase in SCE's core earnings for the three months ended March 31, 2025, from the same periods in 2024, was primarily due to a benefit to interest expense related to cost recoveries authorized under the TKM Settlement Agreement.
The increase in Edison International Parent and Other's core loss for the three months ended March 31, 2025, was primarily due to higher interest expense.
Consolidated non-core items for the three months ended March 31, 2025 and 2024 for Edison International included:
•2017/2018 Wildfire/Mudslide Events claims and expenses, net of recoveries:
•Net earnings recorded in 2025 related to TKM Settlement Agreement: $1,341 million ($966 million after-tax) of claim costs and $59 million ($42 million after-tax) of legal expenses authorized for recovery, partially offset by shareholder-funded wildfire mitigation expenses of $50 million ($36 million after-tax) and impairment of incremental restoration-related assets of $8 million ($6 million after-tax).
•Charges of $3 million ($2 million after-tax) recorded in 2025, and $467 million ($336 million after-tax) recorded in 2024, related to claim costs and related legal expenses, net of expected regulatory recoveries.
See "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies" for further information.
•Other Wildfire Events claims and expenses, net of recoveries:
•Net earnings of $12 million ($9 million after-tax) recorded in 2025 consisted of $14 million insurance reimbursements for costs incurred in previous years, partially offset by $2 million legal expenses, net of expected regulatory recoveries.
•Charges of $119 million ($86 million after-tax) recorded in 2024 for wildfire claims and related legal expenses, net of expected insurance and regulatory recoveries.
See "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies" for further information.
•Charges of $36 million ($26 million after-tax) recorded in both 2025 and 2024 from the amortization of SCE's contributions to the Wildfire Insurance Fund. See "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies" for further information.
•Charges of $50 million ($39 million after-tax) recorded in 2025 and $1 million ($1 million after-tax) recorded in 2024, both related to wildfire claims insured by EIS. See "Notes to Condensed Consolidated Financial Statements— Note 12. Commitments and Contingencies" for further information.
See "Results of Operations" for discussion of SCE's and Edison International Parent and Other's results of operations.
2025 General Rate Case
As discussed in the 2024 Form 10-K, SCE requested a revenue requirement of approximately $10.3 billion for the test year 2025 in the 2025 GRC. This represents a $1.9 billion, or 23%, increase over the 2024 revenue requirement of approximately $8.4 billion, which was adopted in Track 4 and prior to certain subsequent adjustments. This test year 2025 revenue requirement was subsequently updated to $10.4 billion, reflecting 2025 CPUC-authorized ROE and additional amendments and other revisions to rebuttal testimony.
Since January 1, 2025, and until a GRC decision is issued, SCE is recognizing revenue based on the 2024 authorized revenue requirement, adjusted to reflect the 2025 CPUC-authorized ROE. The CPUC has also approved the establishment of a memorandum account to track changes in the authorized revenue requirement effective January 1, 2025. While SCE and certain parties have entered into stipulations to resolve certain contested areas in the 2025 GRC, SCE cannot predict the revenue requirement the CPUC will ultimately authorize or forecast the timing of a final decision.
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Cost of Capital Application
SCE's 2025 CPUC-authorized ROE is 10.33% and weighted average return on rate base is 7.66%.
On March 20, 2025, SCE filed its application with the CPUC for authority to establish its authorized cost of capital for utility operations for a three-year term beginning in 2026 and to reset the related annual cost of capital adjustment mechanism. In its application, SCE seeks an ROE of 11.75%, a cost of long-term debt of 4.75%, and a cost of preferred equity of 6.95%. SCE also seeks to maintain its current authorized capital structure, after CPUC-allowed exclusions, of 52% common equity, 43% long-term debt, and 5% preferred equity. Based on the capital structure and cost factors discussed above, SCE's weighted average return on rate base would be 8.50% for 2026. If approved, this application would increase SCE's revenue requirements by approximately $382 million compared to the cost of capital currently in rates.
Capital Program
Total capital expenditures (including accruals) were $1.5 billion and $1.2 billion for the three months ended March 31, 2025 and 2024, respectively.
As discussed in the 2024 Form 10-K, in the absence of a 2025 GRC decision, SCE has developed, and is executing against, a capital expenditure plan that is expected to allow SCE to meet what is ultimately authorized in the 2025 GRC decision while minimizing the associated risk of unauthorized spending. SCE forecasts total capital expenditures from $26.6 billion to $31.5 billion for 2025 – 2028, and weighted average annual rate base from $48.1 billion to $60.6 billion for 2025 – 2028. For further information regarding the capital expenditures, see "Liquidity and Capital Resources—SCE—Capital Investment Plan" below and "Management Overview—Capital Program" in the 2024 MD&A.
Southern California Wildfires and Mudslides
Unprecedented weather conditions in California due to climate change have contributed to wildfires, including those where SCE's equipment has been alleged to be associated with the fire's ignition, that have caused loss of life and substantial damage in SCE's service area, including as recently as January 2025.
SCE continues to implement its WMP to reduce the risk of SCE equipment contributing to the ignition of wildfires. Further to the investments SCE is making as part of its WMP, SCE also uses its PSPS program to proactively de-energize power lines as a last resort to mitigate the risk of significant wildfires during extreme weather events. In addition, California has increased its investment in wildfire prevention and fire suppression capabilities. Yet, the potential for catastrophic wildfire activity in SCE's service area still exists.
Eaton Fire
In January 2025, several wind-driven wildfires impacted portions of SCE's service area, causing loss of life, substantial damage and service outages for SCE customers. One of the largest of these wildfires, the Eaton Fire, ignited in SCE's service area in Los Angeles County and spread under conditions of an extreme Santa Ana windstorm.
CAL FIRE has reported that the Eaton Fire burned approximately 14,000 acres and resulted in 18 civilian fatalities and 9 fire personnel injuries/illnesses. In addition, according to preliminary information provided by CAL FIRE, the Eaton Fire destroyed approximately 6,018 single residence structures, 3,146 other minor structures, 96 multiple residences and 158 mixed commercial/residential and nonresidential commercial structures; and damaged approximately 750 residential structures, 260 other minor structures, 28 multiple residences and 35 mixed commercial/residential and nonresidential commercial structures. Fire authorities have estimated suppression costs at approximately $100 million.
The Los Angeles County Fire Department is leading the investigation into the origin and cause of the Eaton Fire, with the assistance of CAL FIRE, and has identified a preliminary area of origin of the fire. SCE has transmission facilities in the preliminary area of origin. As part of its investigation, the Los Angeles County Fire Department has requested that SCE preserve in-place its equipment in the preliminary area of origin. The SED is also conducting an investigation with respect to the Eaton Fire.
Multiple lawsuits related to the Eaton Fire have been initiated against SCE and Edison International. SCE’s ongoing internal review into the facts and circumstances of the Eaton Fire is complex and will require significant time. SCE's review includes ongoing inspections of its facilities and records and of third-party information, including analysis of concerning images and videos that suggest a possible link to SCE's transmission facilities in the preliminary area of origin, and testing. As of April 29, 2025, based on the information it has reviewed, SCE has not conclusively determined that its equipment was associated with the ignition of the Eaton Fire. SCE is also not aware of evidence conclusively pointing to another possible source of ignition. Absent additional evidence, SCE believes that its equipment could have been associated with the ignition of the Eaton Fire and, in light of pending litigation, that it is probable that Edison International and SCE will incur material losses in connection with the Eaton Fire. Given SCE's ongoing review into the cause of the
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Eaton Fire and, among other things, the complexities associated with estimating damages, uncertainties as to the causes that contributed to damages and the preliminary stage of formulating litigation strategies, Edison International and SCE are currently unable to reasonably estimate a range of losses that may be incurred.
SCE has $1.0 billion of customer-funded self-insurance coverage available for wildfires ignited between January 1, 2025 and December 31, 2025, subject to a shareholder contribution of up to $12.5 million. If SCE incurs losses in excess of $1.0 billion for claims for third-party damages related to the Eaton Fire, SCE will be reimbursed for such losses from the Wildfire Insurance Fund, subject to approval of the fund administrator and the Wildfire Insurance Fund’s claims-paying capacity, initially approximately $21 billion for all three participating utilities. PG&E is seeking reimbursement from the Wildfire Insurance Fund for losses related to the 2021 Dixie Fire and has disclosed that, as of March 31, 2025, it had recorded aggregate recoveries from the Wildfire Insurance Fund of $925 million, of which it had received $350 million. The fund administrator is expected to reimburse eligible claims on a first come, first served basis, subject to the fund administrator's review. Should the fund administrator determine that claims for one or more covered wildfires during a coverage year will exceed available funds, the fund administrator is expected to determine an allocation method to process remaining funds towards not yet reimbursed eligible claims.
A utility that has received reimbursement of eligible claims from the Wildfire Insurance Fund would file an application with the CPUC for review of its costs and expenses after it has resolved all or, if authorized by the CPUC, substantially all third-party damage claims related to a wildfire, or upon earlier request of the fund administrator. A utility that held a valid safety certification at the time of the relevant wildfire, like SCE did at the time of the Eaton Fire, will be presumed to have acted prudently unless a party in the proceeding creates "serious doubt" as to the reasonableness of the utility's conduct, in which case the utility will have the burden of dispelling that doubt and proving its conduct was prudent. The prudency standard does not necessitate perfect conduct and AB 1054 requires that the CPUC allow recovery if it determines that the utility's conduct related to the relevant ignition was consistent with actions of a reasonable utility. SCE believes that the CPUC's determination regarding the reasonableness of a utility's ignition-related conduct should be based on an evaluation of the reasonableness of the utility's overall policies, systems, and practices. The CPUC has not applied the AB 1054 prudency framework to a wildfire cost-recovery proceeding.
SCE believes that it is a reasonable operator of its electric system. Neither SCE nor any fire agency has determined the cause of the Eaton Fire, including whether SCE's transmission equipment was associated with its ignition. Based on the information it has reviewed as of April 29, 2025, SCE believes that it would be able to make a good faith showing that its conduct with respect to its transmission facilities in the preliminary area of origin was consistent with the actions of a reasonable utility.
The CPUC will determine the prudency of a utility’s ignition-related conduct in a formal proceeding. If the CPUC finds that a utility’s conduct was not prudent, it may nevertheless allow cost recovery in full or in part taking into account factors both within and beyond the utility's control that may have exacerbated the costs and expenses, including humidity, temperature and winds. A utility that held a safety certification at the time of the ignition will be required to reimburse the fund only for amounts disallowed by the CPUC up to the AB 1054 Liability Cap, unless the fund administrator finds that the utility's actions or inactions relative to the ignition of the fire constitute conscious or willful disregard of the rights and safety of others, in which case the utility will be required to reimburse the fund for all amounts withdrawn. The AB 1054 Liability Cap is a cap on the aggregate requirement to reimburse the Wildfire Insurance Fund over a trailing three calendar year period 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 that the disallowance occurs. Utilities are able to seek recovery of prudently incurred uninsured wildfire costs not covered by the Wildfire Insurance Fund, assessed under the prudency standard clarified under AB 1054, through electric rates.
2017/2018 Wildfire/Mudslide Events
Multiple lawsuits and investigations related to the 2017/2018 Wildfire/Mudslide Events have been initiated against SCE and Edison International. SCE has previously entered into settlements with a number of local public entities, subrogation and individual plaintiffs in the TKM and Woolsey Fire litigations and under the SED Agreement. As of April 22, 2025, in addition to the outstanding claims of approximately 210 of the approximately 15,000 initial individual plaintiffs, there were alleged and potential claims of certain public entity plaintiffs, including CAL OES, outstanding.
As discussed in the 2024 Form 10-K, the CPUC approved the TKM Settlement Agreement in January 2025. As a result, in the first quarter of 2025, SCE recorded cost recoveries through CPUC electric rates of $1.6 billion, consisting of $1.3 billion uninsured claims and $0.3 billion associated costs, including legal and financing costs. SCE will request approval from the CPUC to finance these amounts through the issuance of securitized bonds in the second quarter of 2025. SCE will also implement into CPUC-jurisdictional rates the revenue requirements related to recovery of approximately $55 million of approximately $65 million in restoration costs incurred. Additionally, SCE recorded $50 million of shareholder-funded wildfire mitigation expenses.
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SCE did not record a regulatory asset for recoveries related to the Woolsey Fire in connection with the approval of the TKM Settlement Agreement and will continue to evaluate the facts and circumstances of the Woolsey Fire cost recovery proceeding in determining if and when a regulatory asset may be recorded.
Through March 31, 2025, SCE has recorded estimated losses of $9.9 billion, recoveries from insurance of $2.0 billion, all of which have been collected, and expected recoveries through electric rates of $1.8 billion, $385 million of which has been collected through FERC rates subject to refund, related to the 2017/2018 Wildfire/Mudslide Events claims. The cumulative after-tax net charges to earnings related to the 2017/2018 Wildfire/Mudslide Events recorded through March 31, 2025, have been $4.4 billion.
As of March 31, 2025, SCE had paid $9.6 billion under executed settlements and had $71 million to be paid under executed settlements, including $54 million to be paid under the SED Agreement, related to the 2017/2018 Wildfire/Mudslide Events. After giving effect to all payment obligations under settlements entered into through March 31, 2025, Edison International's and SCE's best estimate of expected losses for remaining alleged and potential claims related to the 2017/2018 Wildfire/Mudslide Events was $256 million.
Estimated losses for the 2017/2018 Wildfire/Mudslide Events litigation are based on a number of assumptions and are subject to change as additional information becomes available. Actual losses incurred may be higher or lower than estimated based on several factors, including the uncertainty in estimating damages that have been or may be alleged. Edison International and SCE may incur a material loss in excess of amounts accrued in connection with the remaining alleged and potential claims related to the 2017/2018 Wildfire/Mudslide Events.
Other Wildfire Events
In addition to the 2017/2018 Wildfire/Mudslide Events, several other wildfires significantly impacted portions of SCE's service area prior to 2025, including the 2017 Creek Fire, the 2019 Saddle Ridge Fire, the 2020 Bobcat Fire, the 2020 Silverado Fire, the 2022 Coastal Fire and the 2022 Fairview Fire.
Through March 31, 2025, SCE has recorded total estimated losses of $1.2 billion, expected recoveries from insurance and third parties of $800 million and expected recoveries through electric rates of $130 million related to the Other Wildfire Events claims. The cumulative after-tax net charges to earnings recorded through March 31, 2025 have been $165 million.
As of March 31, 2025, SCE had paid or is obligated to pay approximately $646 million under executed settlements related to the Other Wildfire Events and Edison International's and SCE's estimated losses for remaining alleged and potential claims (established at the low end of the estimated range of reasonably possible losses) related to the Other Wildfire Events was $514 million. As of the same date, SCE had assets for expected recoveries through insurance and third parties of $422 million and through electric rates of $118 million on its condensed consolidated balance sheets related to the Other Wildfire Events.
Edison International and SCE may incur material losses in excess of the amounts accrued for certain of the Other Wildfire Events. Edison International and SCE expect that additional losses incurred in connection with any such fire, other than for the Creek Fire, will be covered by insurance, subject to self-insured retentions and co-insurance, and expect that any such additional losses after expected recoveries from insurance and third parties and through electric rates will not be material. For information on the Creek Fire, see "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides" in this report.
In light of the prudency standard the CPUC is required to apply under AB 1054 to utilities holding a safety certification at the time a wildfire ignited after July 12, 2019, SCE has concluded, at this time, that both uninsured CPUC-jurisdictional and uninsured FERC-jurisdictional wildfire-related costs related to the Other Wildfire Events that ignited after July 2019 for which it has deferred as regulatory assets are probable of recovery through electric rates. SCE will continue to evaluate the probability of recovery based on available evidence, including regulatory decisions, such as any CPUC decisions illustrating the interpretation and/or application of the prudency standard under AB 1054, and for each applicable fire, evidence that could cast serious doubt as to the reasonableness of SCE's conduct relative to that fire.
For further information on Southern California Wildfires and Mudslides, see "Risk Factors," "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Initial and annual contributions to the wildfire insurance fund established pursuant to California Assembly Bill 1054," and "Business—Southern California Wildfires" in the 2024 Form 10-K, and "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides" in this report.
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RESULTS OF OPERATIONS
SCE
The table below shows SCE condensed consolidated statements of income for three months ended March 31, 2025 and 2024. In general, expenses SCE is authorized to pass through directly to customers (such as purchase power and fuel expense, flow-through taxes, as well as costs incurred for various programs and activities, such as public purpose programs and vegetation management activities) and the corresponding amount of revenues collected to recover those pass-through costs do not impact net income.
The following table is a summary of SCE's results of operations for the periods indicated.
Three months ended March 31, 2025 versus March 31, 2024
| Three months ended March 31, | Favorable (Unfavorable) | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 to 2024 | |||
| Operating revenue | $ | 3,802 | $ | 4,064 | $ | (262) |
| Purchased power and fuel | 1,047 | 1,008 | (39) | |||
| Operation and maintenance | 962 | 1,291 | 329 | |||
| Wildfire-related claims, net of (recoveries) | (1,355) | 614 | 1,969 | |||
| Wildfire Insurance Fund expense | 36 | 36 | — | |||
| Depreciation and amortization | 741 | 701 | (40) | |||
| Property and other taxes | 165 | 153 | (12) | |||
| Impairment | 8 | — | (8) | |||
| Total operating expenses | 1,604 | 3,803 | 2,199 | |||
| Operating income | 2,198 | 261 | 1,937 | |||
| Interest expense | (220) | (374) | 154 | |||
| Other income, net | 111 | 135 | (24) | |||
| Income before income taxes | 2,089 | 22 | 2,067 | |||
| Income tax expense (benefit) | 488 | (84) | (572) | |||
| Net income | 1,601 | 106 | 1,495 | |||
| Less: Preference stock dividend requirements | 34 | 41 | 7 | |||
| Net income available to common stock | $ | 1,567 | $ | 65 | $ | 1,502 |
Operating Revenue
Lower operating revenue of $262 million was primarily related to net lower expenses of $268 million that were passed through to customers, which mainly included decreases in:
•Operation and maintenance expense of $305 million;
•Wildfire-related claims, net of recoveries of $34 million;
•Income tax expense of $11 million;
offset by increases in:
•Purchased power and fuel expense of $39 million;
•Depreciation and amortization expense of $19 million;
•Interest expense of $13 million; and
•Property and other taxes of $8 million.
Additionally, there was an increase in revenue of $6 million primarily due to $33 million higher balancing account rate base, partially offset by a $20 million decrease in the authorized rate of return resulting from the cost of capital adjustment
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mechanism. For more information about the cost of capital adjustment mechanism, see "Management Overview—Cost of Capital" in the 2024 MD&A.
Purchased Power and Fuel
An increase in purchased power and fuel costs of $39 million was primarily due to higher purchased power volumes and higher capacity costs, partially offset by hedging activities (offset in "Operating Revenue" above).
Operation and Maintenance
A decrease in operation and maintenance expense of $329 million was primarily due to:
•A net decrease of $305 million related to lower previously deferred wildfire mitigation, vegetation management, and emergency restoration costs authorized for recovery in 2025 than in 2024. These expenses are passed through to customers and offset in "Operating Revenue" above.
•A decrease of $59 million related to recoveries of legal costs under the TKM Settlement Agreement. See "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
•A charge of $50 million recorded in 2025 related to shareholder-funded wildfire mitigation costs stipulated under the TKM Settlement Agreement. See "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
Wildfire-related Claims, Net of Recoveries
A decrease in wildfire-related claims, net of recoveries of $1,969 million was primarily due to:
•A decrease of $1,341 million related to recoveries of claim costs authorized under the TKM Settlement Agreement.
•A decrease of $490 million related to claim costs for 2017/2018 Wildfire/Mudslide Events recorded in 2024, including $27 million expected for FERC recovery (offset in "Operating Revenue" above).
•A decrease of $124 million related to claim costs recorded in 2024 for Other Wildfire Events, including $7 million expected for FERC recovery (offset in "Operating Revenue" above).
•A decrease of $14 million related to insurance reimbursements recorded in 2025 for costs incurred in previous years related to Other Wildfire Events.
For further information, see "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
Depreciation and Amortization
An increase in depreciation and amortization expense of $40 million was due to a $21 million increase primarily driven by higher plant balances, and $19 million of pass-through costs mainly related to utility owned energy storage projects and wildfire mitigation activities (offset in "Operating Revenue" above).
Property and Other Taxes
An increase in property and other taxes expense of $12 million was primarily related to higher assessed property values and $8 million of pass-through costs (offset in "Operating Revenue" above).
Interest Expense
A decrease of $154 million was primarily due to a benefit to interest expense of $171 million related to cost recoveries authorized under the TKM Settlement Agreement, partially offset by higher pass-through interest expense of $13 million (offset in "Operating Revenue" above).
Other Income, net
A decrease in other income, net of $24 million was primarily due to a decrease in interest income driven by lower balancing account undercollection balances.
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Income Taxes
An increase in income tax expense of $572 million was primarily due to $580 million higher tax expense on higher pre-tax income, partially offset by $8 million higher flow-through tax benefits that were passed through to customers (offset in "Operating Revenue" above). See "Notes to Condensed Consolidated Financial Statements—Note 8. Income Taxes" for a reconciliation of the federal statutory rate to the effective income tax rate.
Edison International Parent and Other
Results of operations for Edison International Parent and Other include amounts from other subsidiaries that are not reportable segments, as well as intercompany eliminations.
Three months ended March 31, 2025 versus March 31, 2024
The following table summarizes the results of Edison International Parent and Other:
| Three months ended March 31, | Favorable (Unfavorable) | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | 2025 to 2024 | |||
| Edison International Parent and Other net loss | $ | (109) | $ | (54) | $ | (55) |
| Less: Preferred stock dividend requirements | 22 | 22 | — | |||
| Edison International Parent and Other net loss available to common shareholders | $ | (131) | $ | (76) | $ | (55) |
The net loss available to common shareholders from operations of Edison International Parent and Other increased $55 million for the three months ended March 31, 2025, compared to the same period in 2024, primarily due to expenses from wildfire claims insured by an EIS insurance contract (see "Notes to Condensed Consolidated Financial Statements— Note 12. Commitments and Contingencies and Note 17. Related-Party Transactions" for further information) and higher interest expense.
LIQUIDITY AND CAPITAL RESOURCES
SCE
SCE's ability to operate its business, fund capital expenditures, and implement its business strategy is dependent upon its operating cash flow and access to the bank and capital markets. SCE's overall cash flows fluctuate based on, among other things, its ability to recover its costs in a timely manner from its customers through regulated rates, changes in commodity prices and volumes, collateral requirements, interest obligations, dividend payments to and equity contributions from Edison International, obligations to preference shareholders, and the outcome of tax, regulatory and legal matters.
In the next 12 months, SCE expects to fund its cash requirements through operating cash flows, and capital market and bank financings. SCE also has availability under its credit facility to fund cash requirements. SCE may issue additional debt for general corporate purposes.
SCE expects to securitize approximately $1.6 billion of cost recoveries authorized under the TKM Settlement Agreement, subject to the filing and approval of a securitization financing order. For further details, see "Management Overview—Southern California Wildfires and Mudslides."
During the three months ended March 31, 2025, SCE issued a total of $3.0 billion of first and refunding mortgage bonds. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
SCE's credit ratings may be affected by various factors. These include, among other things, if regulators fail to successfully implement AB 1054 in a consistent and credit supportive manner, or if there is a persistent increase in the frequency and severity of wildfires in California, which may lead the credit rating agencies to reassess SCE's wildfire-related operational risk exposure or believe the Wildfire Insurance Fund is at risk of a material depletion. Credit rating downgrades increase the cost and may impact the availability of short-term and long-term borrowings, including commercial paper, credit facilities, bond financings or other borrowings. In addition, some of SCE's power procurement contracts and environmental remediation obligations would require SCE to pay related liabilities or post additional collateral if SCE's credit rating were to fall below investment grade. For further details, see "—Margin and Collateral Deposits."
For restrictions on SCE's ability to pay dividends, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividends" in the 2024 Form 10-K.
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Available Liquidity
At March 31, 2025, SCE had cash on hand of $1.1 billion and approximately $3.3 billion available to borrow on its $3.4 billion revolving credit facility. The credit facility is available for borrowing needs until May 2028. The aggregate maximum principal amount under the SCE revolving credit facility may be increased up to $4.0 billion, provided that additional lender commitments are obtained. SCE also had standby letters of credit with total capacity of $675 million, and the unused amount was $547 million as of March 31, 2025. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
SCE may finance balancing account undercollections and working capital requirements to support operations and capital expenditures with commercial paper, its credit facilities or other borrowings, subject to availability in the bank and capital markets. As necessary, SCE will utilize its available liquidity, capital market financings, other borrowings or parent company contributions to SCE equity in order to meet its obligations as they become due, including costs related to the wildfire events. For further information, see "Management Overview—Southern California Wildfires and Mudslides."
Debt Covenant
SCE's credit facilities require a debt to total capitalization ratio as defined in the applicable agreements of less than or equal to 0.65 to 1. At March 31, 2025, SCE's debt to total capitalization ratio was 0.58 to 1.
At March 31, 2025, SCE was in compliance with all financial covenants that affect access to capital.
Regulatory Proceedings
Wildfire-related Regulatory Proceedings
In response to the increase in wildfire activity and faster progression of and increase in damage from wildfires across SCE's service area and throughout California, SCE has incurred wildfire mitigation and wildfire and drought restoration related spending at levels significantly exceeding amounts authorized in SCE's GRCs. For regulatory proceedings related to the 2017/2018 Wildfire/Mudslide Events, see "Management Overview—Southern California Wildfires and Mudslides."
Multi-year Wildfire Mitigation and Catastrophic Events Filing ("WMCE Filing")
In April 2024, SCE filed its WMCE Filing, seeking to recover incremental operating and maintenance expenses of $320 million and incremental capital expenditures of $702 million, primarily associated with 2019 – 2023 WCCP capital expenditures recorded in the wildfire risk mitigation balancing account, 2023 operations and maintenance and capital expenditures incremental to amounts authorized in wildfire mitigation accounts and the vegetation management balancing account, storm-related costs associated with certain 2020 – 2022 events recorded in the catastrophic event memorandum account, and certain wildfire liability insurance premium expenses recorded in the wildfire expense memorandum account, which were denied without prejudice in a previous decision.
In March 2025, SCE, Cal Advocates, and Small Business Utility Advocates filed a joint motion seeking approval of a settlement agreement for the WMCE proceeding. The settlement agreement seeks the CPUC's approval to recover $702 million in capital expenditures and $308 million in operation and maintenance expenses. If approved, the settlement agreement would result in an initial revenue requirement of $314 million, which will be implemented into customer rates over a 12-month period, along with ongoing capital revenue requirements and interest.
NextGen Enterprise Resource Planning ("ERP") Program
In March 2025, SCE filed an application with the CPUC seeking funding for the replacement of its core ERP system that has been in service for over 15 years and will soon reach the end of its service life. This application seeks funding for implementation costs that builds upon the initial solution planning and analysis costs for the NextGen ERP Program that SCE presented in its pending 2025 GRC. SCE requested funding through a balancing account of recorded and forecast capital expenditures of approximately $1.1 billion and operations and maintenance expenditures of $239 million.
Capital Investment Plan
Utility Owned Storage
As discussed in "Liquidity and Capital Resources—Capital Investment Plan" in the 2024 MD&A, in October 2021, SCE contracted with Ameresco, Inc. ("Ameresco") for the construction of utility owned energy storage projects at three sites in SCE's service area with an aggregate capacity of 537.5 MW, consisting of a 225 MW project, a 200 MW project, and a 112.5 MW project, and an in-service date of August 1, 2022. The 200 MW and 112.5 MW projects went in-service during the third quarter of 2024 and Ameresco expects the 225 MW project to go in-service during the second quarter of 2025. SCE believes that there is risk of delay beyond Ameresco's projected in-service date.
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Margin and Collateral Deposits
Certain derivative instruments, power and energy procurement contracts, and other contractual arrangements contain collateral requirements. In addition, certain environmental remediation obligations require financial assurance that may be in the form of collateral postings. Future collateral requirements may differ from the requirements at March 31, 2025, due to the addition of incremental power and energy procurement contracts with collateral requirements, if any, the impact of changes in wholesale power and natural gas prices on SCE's contractual obligations, and the impact of SCE's credit ratings falling below investment grade.
The table below provides the amount of collateral posted by SCE to its counterparties as well as the potential collateral that would have been required as of March 31, 2025, if SCE's credit rating had been downgraded to below investment grade as of that date. The table below also provides the potential collateral that could be required due to adverse changes in wholesale power and natural gas prices over the remaining lives of existing power and fuel contracts.
In addition to amounts shown in the table, power and fuel contract counterparties may also institute new collateral requirements, applicable to future transactions to allow SCE to continue trading in power and fuel contracts at the time of a downgrade or upon significant increases in market prices.
| (in millions) | ||
|---|---|---|
| Collateral posted as of March 31, 20251 | $ | 186 |
| Incremental collateral requirements for purchased power and fuel contracts resulting from a potential downgrade of SCE's credit rating to below investment grade2 | 66 | |
| Incremental collateral requirements for purchased power and fuel contracts resulting from adverse market price movements3 | 97 | |
| Posted and potential collateral requirements | $ | 349 |
1Net collateral provided to counterparties and other brokers consisted of $139 million in letters of credit and surety bonds and $47 million of cash collateral.
2Represents potential collateral requirements for accounts payable and mark-to-market valuation at March 31, 2025. The requirements vary throughout the period and are generally lower at the end of the month.
3Incremental collateral requirements were based on potential changes in SCE's forward positions as of March 31, 2025, due to adverse market price movements over the remaining lives of the existing power and fuel contracts using a 95% confidence level.
Furthermore, among other things, SCE may also be required to post up to $50 million in collateral in connection with its environmental remediation obligations, within 120 days of the end of the fiscal year in which a downgrade below investment grade occurs.
Edison International Parent and Other
In the next 12 months, Edison International Parent expects to fund its net cash requirements through cash on hand, dividends from SCE, and capital market and bank financings. Edison International Parent may finance its ongoing cash requirements, including dividends, working capital requirements, payment of obligations, and capital investments, including capital contributions to subsidiaries, with short-term or other financings, subject to availability in the bank and capital markets.
In the first quarter of 2025, Edison International Parent issued $550 million of 6.25% senior notes due in 2030. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
At March 31, 2025, Edison International Parent and Other had cash on hand of $224 million and $1.5 billion available to borrow on its $1.5 billion revolving credit facility. The credit facility is available for borrowing needs until May 2028. The aggregate maximum principal amount under the Edison International Parent revolving credit facility may be increased up to $2.0 billion, provided that additional lender commitments are obtained. For further information, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
Edison International Parent and Other's liquidity and its ability to pay operating expenses and pay dividends to preferred and common shareholders are dependent on access to the bank and capital markets, dividends from SCE, realization of tax benefits and its ability to meet California law requirements for the declaration of dividends. For information on the California law requirements on the declaration of dividends, see "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—SCE Dividends" in the 2024 Form 10-K. Edison International intends to maintain its target payout ratio of 45% – 55% of SCE's core earnings, subject to the factors identified above.
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Edison International's ability to declare and pay common dividends may be restricted under the terms of its Series A and Series B Preferred Stock. For further information, see "Notes to Consolidated Financial Statements—Note 14. Equity" in the 2024 Form 10-K.
Edison International Parent's credit facility requires a consolidated debt to total capitalization ratio as defined in the applicable agreements of less than or equal to 0.70 to 1. At March 31, 2025, Edison International's consolidated debt to total capitalization ratio was 0.65 to 1.
At March 31, 2025, Edison International Parent was in compliance with all financial covenants that affect access to capital.
Edison International Parent's credit ratings may be affected by various factors. These include, among other things, if regulators fail to successfully implement AB 1054 in a consistent and credit supportive manner, or if there is a persistent increase in the frequency and severity of wildfires in California, which may lead the credit rating agencies to reassess Edison International Parent's wildfire-related operational risk exposure or believe the Wildfire Insurance Fund is at risk of a material depletion. Credit rating downgrades increase the cost and may impact the availability of short-term and long-term borrowings, including commercial paper, credit facilities, bond financings or other borrowings.
Edison International Income Taxes
Inflation Reduction Act of 2022
The IRA imposes a 15% corporate alternative minimum tax ("CAMT") on adjusted financial statement income ("AFSI") of corporations with average AFSI exceeding $1.0 billion over the three preceding calendar years. The CAMT was effective beginning January 1, 2023. Based on the current interpretation of the law and historical financial data, Edison International estimates that it will exceed the $1.0 billion threshold and be subject to CAMT on its consolidated federal tax returns beginning in 2026. SCE expects to be subject to CAMT on its stand-alone Federal return beginning in 2026.
The law also includes significant extensions, expansions, and enhancements of numerous energy-related investment tax credits, as well as creating new credits applicable to electricity production which may apply to SCE's capital expenditures. Under the IRA, SCE generated investment tax credits of approximately $231 million in 2024 related to utility owned storage projects, which will be returned to customers as the credits are utilized.
Historical Cash Flows
SCE
| Three months ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Net cash provided by operating activities | $ | 1,254 | $ | 1,086 | $ | 168 |
| Net cash provided by financing activities | 1,236 | 934 | 302 | |||
| Net cash used in investing activities | (1,373) | (1,276) | (97) | |||
| Net increase in cash, cash equivalents and restricted cash | $ | 1,117 | $ | 744 | $ | 373 |
Net Cash Provided by Operating Activities
The following table summarizes major categories of net cash for operating activities as provided in more detail in SCE's condensed consolidated statements of cash flows for the three months ended March 31, 2025 and 2024.
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| Three months ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Net income | $ | 1,601 | $ | 106 | ||
| Non-cash items1 | 1,218 | 619 | ||||
| Subtotal | 2,819 | 725 | 2,094 | |||
| Changes in cash flow resulting from working capital2 | 44 | (286) | 330 | |||
| Regulatory assets and liabilities | (1,443) | 250 | (1,693) | |||
| Wildfire-related claims3 | (143) | 419 | (562) | |||
| Other noncurrent assets and liabilities4 | (23) | (22) | (1) | |||
| Net cash provided by operating activities | $ | 1,254 | $ | 1,086 | $ | 168 |
1Non-cash items include depreciation and amortization, equity allowance for funds used during construction, impairment, deferred income taxes, Wildfire Insurance Fund amortization expenses and other.
2Changes in working capital items include receivables, inventory, accounts payable, tax receivables and payables, derivative assets and liabilities and other current assets and liabilities.
3The amount in 2025 represents payments of $99 million for 2017/2018 Wildfire/Mudslide Events and $65 million for Other Wildfire Events, partially offset by an increase in wildfire estimated losses of $21 million. The amount in 2024 is primarily related to an increase in wildfire estimated losses of $670 million, partially offset by payments of $174 million for 2017/2018 Wildfire/Mudslide Events and $77 million for Other Wildfire Events.
4Includes nuclear decommissioning trusts. See "Nuclear Decommissioning Activities" below for further information.
Net cash provided by operating activities was impacted by the following:
Net income and non-cash items increased by $2.1 billion primarily due to net earnings recorded in 2025 from approximately $1.6 billion cost recoveries authorized under the TKM Settlement Agreement (which offset in the regulatory assets and liabilities changes discussed below), and net charges recorded in 2024 related to 2017/2018 Wildfire/Mudslide Events claims and related legal expense, net of expected regulatory recoveries.
The net inflow (outflow) in cash resulting from working capital was $44 million and $(286) million during the three months ended March 31, 2025 and 2024, respectively. Net cash inflow of $44 million for 2025 was mainly driven by cash collected from power procurement related receivables and net decreases in customer receivables and unbilled revenue, partially offset by payments of operating expenses. Net cash outflow of $286 million for 2024 was driven by payments of operating expenses, partially offset by inflows from net decreases in customer receivables and unbilled revenue.
Net cash (used in) provided by regulatory assets and liabilities, including changes in net under or over-collections recorded in balancing accounts, was $(1,443) million and $250 million during the three months ended March 31, 2025 and 2024, respectively. SCE has a number of balancing and memorandum accounts, which impact cash flows based on differences between timing of collection through rates and incurring expenditures. In 2025, regulatory assets and liabilities related changes were primarily driven by current year net undercollections resulting from cost recoveries authorized under the TKM Settlement Agreement (which offset in the net income and non-cash items discussed above) and lower sales price and volume than forecast, partially offset by recovery of prior year undercollections and GHG auction revenue received. Cash flows in 2024 were primarily due to recovery of prior year undercollections and GHG auction revenue received, partially offset by current year undercollections driven by lower sales volume.
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Net Cash Provided by Financing Activities
The following table summarizes cash provided by financing activities for the three months ended March 31, 2025 and 2024, respectively. Issuances of debt are discussed in "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
| Three months ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Issuances of long-term debt, net of discount and issuance costs | $ | 2,962 | $ | 2,976 | $ | (14) |
| Long-term debt repaid | (1) | (601) | 600 | |||
| Short-term debt repaid | — | (375) | 375 | |||
| Commercial paper repayments, net | (1,245) | (656) | (589) | |||
| Payment of common stock dividends to Edison International Parent | (430) | (360) | (70) | |||
| Payment of preference stock dividends | (34) | (43) | 9 | |||
| Other | (16) | (7) | (9) | |||
| Net cash provided by financing activities | $ | 1,236 | $ | 934 | $ | 302 |
Net Cash Used in Investing Activities
Cash flows used in investing activities are primarily due to total capital expenditures of $1.4 billion and $1.3 billion for three months ended March 31, 2025 and 2024, respectively. In addition, SCE had a net redemption of nuclear decommissioning trust investments of $34 million and $1 million during the three months ended March 31, 2025 and 2024, respectively. See "Nuclear Decommissioning Activities" below for further discussion.
Nuclear Decommissioning Activities
SCE's condensed consolidated statements of cash flows include nuclear decommissioning activities, which are reflected in the following line items:
| Three months ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Net cash used in operating activities: | ||||||
| Net earnings from nuclear decommissioning trust investments | $ | 25 | $ | 28 | $ | (3) |
| SCE's decommissioning costs | (61) | (32) | (29) | |||
| (36) | (4) | (32) | ||||
| Net cash provided by investing activities: | ||||||
| Proceeds from sale of investments | $ | 1,406 | $ | 1,258 | 148 | |
| Purchases of investments | (1,372) | (1,257) | (115) | |||
| 34 | 1 | $ | 33 | |||
| Net cash outflow | $ | (2) | $ | (3) | $ | 1 |
Net cash used in operating activities relates to interest and dividends less administrative expenses, taxes and SCE's decommissioning costs. Investing activities represent the purchase and sale of investments within the nuclear decommissioning trusts, including the reinvestment of earnings from nuclear decommissioning trust investments. The net cash impact reflects timing of decommissioning payments ($61 million and $32 million in 2025 and 2024, respectively) and reimbursements to SCE from the nuclear decommissioning trust ($59 million and $48 million in 2025 and 2024, respectively). The net cash outflow in 2024 also includes $19 million of tax benefits received, contributed by SCE to the decommissioning trust.
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Edison International Parent and Other
The table below sets forth condensed historical cash flow from operations for Edison International Parent and Other, including intercompany eliminations.
| Three Months Ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Net cash used in operating activities | $ | (30) | $ | (43) | $ | 13 |
| Net cash provided by financing activities | 138 | 54 | 84 | |||
| Net cash used in investing activities | (1) | — | (1) | |||
| Net increase in cash, cash equivalents and restricted cash | $ | 107 | $ | 11 | $ | 96 |
Net Cash Used in Operating Activities
Net cash used in operating activities decreased by $13 million in 2025 compared to 2024. This was primarily due to $77 million collection from SCE, offset by $50 million wildfire-related claims and related legal expenses paid by EIS to SCE (for further information, see "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides"), and $14 million higher interest and operating costs.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was as follows:
| Three Months Ended March 31, | Change | |||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | Inflow/(Outflow) | |||
| Dividends paid to Edison International common shareholders | $ | (319) | $ | (295) | $ | (24) |
| Dividends paid to Edison International preferred shareholders | (44) | (44) | — | |||
| Dividends received from SCE | 430 | 360 | 70 | |||
| Long-term debt issuance, net of discount and issuance costs | 539 | — | 539 | |||
| Repayments of short-term debt | — | (15) | 15 | |||
| Common stock repurchased | (29) | — | (29) | |||
| Preferred stock repurchased | — | (19) | 19 | |||
| Commercial paper financing, net | (442) | 34 | (476) | |||
| Other | 3 | 33 | (30) | |||
| Net cash provided by financing activities | $ | 138 | $ | 54 | $ | 84 |
Contingencies
Edison International's and SCE's material contingencies are discussed in "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies."
MARKET RISK EXPOSURES
Edison International's and SCE's primary market risks are described in the 2024 Form 10-K, and there have been no material changes during the three months ended March 31, 2025. For further discussion of market risk exposures, including commodity price risk, and credit risk, see "Notes to Condensed Consolidated Financial Statements—Note 4. Fair Value Measurements" and "Note 6. Derivative Instruments."
CRITICAL ACCOUNTING ESTIMATES AND POLICIES
For a discussion of Edison International's and SCE's critical accounting policies, see "Critical Accounting Estimates and Policies" in the 2024 MD&A.
In addition, for additional information regarding the Wildfire Insurance Fund, see "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Wildfire Insurance Fund."
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NEW ACCOUNTING GUIDANCE
There have been no material changes in recently issued or adopted accounting standards from those disclosed in "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance" in the 2024 Form 10-K.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information responding to this section is included in the MD&A under the heading "Market Risk Exposures" and is incorporated herein by reference.
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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
| Condensed Consolidated Statements of Income | Edison International | | --- | --- || | Three months ended March 31, | | | | | --- | --- | --- | --- | --- | | (in millions, except per-share amounts, unaudited) | 2025 | | 2024 | | | Operating revenue | $ | 3,811 | $ | 4,078 | | Purchased power and fuel | 1,047 | | 1,008 | | | Operation and maintenance | 983 | | 1,317 | | | Wildfire-related claims, net of (recoveries) | (1,305) | | 615 | | | Wildfire Insurance Fund expense | 36 | | 36 | | | Depreciation and amortization | 742 | | 702 | | | Property and other taxes | 166 | | 155 | | | Impairment | 8 | | — | | | Total operating expenses | 1,677 | | 3,833 | | | Operating income | 2,134 | | 245 | | | Interest expense | (301) | | (444) | | | Other income, net | 107 | | 138 | | | Income (loss) before income taxes | 1,940 | | (61) | | | Income tax expense (benefit) | 448 | | (113) | | | Net income | 1,492 | | 52 | | | Less: Preference stock dividend requirements of SCE | 34 | | 41 | | | Preferred stock dividend requirements of Edison International | 22 | | 22 | | | Net income (loss) attributable to Edison International common shareholders | $ | 1,436 | $ | (11) | | Basic earnings per share: | | | | | | Weighted average shares of common stock outstanding | 385 | | 385 | | | Basic earnings (loss) per common share available to Edison International common shareholders | $ | 3.73 | $ | (0.03) | | Diluted earnings per share: | | | | | | Weighted average shares of common stock outstanding, including effect of dilutive securities | 386 | | 385 | | | Diluted earnings (loss) per common share available to Edison International common shareholders | $ | 3.72 | $ | (0.03) |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Statements of Comprehensive Income | Edison International | | --- | --- || | Three months ended March 31, | | | | --- | --- | --- | --- | | (in millions, unaudited) | | 2025 | | 2024 | | | Net income | | $ | 1,492 | $ | 52 | | Comprehensive income | | 1,492 | | 52 | | | Less: Comprehensive income attributable to noncontrolling interests | | 34 | | 41 | | | Comprehensive income attributable to Edison International | | $ | 1,458 | $ | 11 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Balance Sheets | Edison International | | --- | --- || (in millions, unaudited) | March 31,<br>2025 | | December 31,<br>2024 | | | --- | --- | --- | --- | --- | | ASSETS | | | | | | Cash and cash equivalents | $ | 1,318 | $ | 193 | | Receivables, less allowances of $300 and $352 for uncollectible accounts at respective dates | 1,864 | | 2,169 | | | Accrued unbilled revenue | 805 | | 848 | | | Inventory | 539 | | 538 | | | Prepaid expenses | 262 | | 103 | | | Regulatory assets | 2,124 | | 2,748 | | | Wildfire Insurance Fund contributions | 138 | | 138 | | | Other current assets | 377 | | 418 | | | Total current assets | 7,427 | | 7,155 | | | Nuclear decommissioning trusts | 4,231 | | 4,286 | | | Other investments | 59 | | 57 | | | Total investments | 4,290 | | 4,343 | | | Utility property, plant and equipment, less accumulated depreciation and amortization of $14,447 and $14,207 at respective dates | 59,950 | | 59,047 | | | Nonutility property, plant and equipment, less accumulated depreciation of $122 and $124 at respective dates | 204 | | 207 | | | Total property, plant and equipment | 60,154 | | 59,254 | | | Receivables, less allowances of $44 and $43 for uncollectible accounts at respective dates | 85 | | 62 | | | Regulatory assets (include $1,500 and $1,512 related to a Variable Interest Entity ("VIE") at respective dates) | 10,548 | | 8,886 | | | Wildfire Insurance Fund contributions | 1,844 | | 1,878 | | | Operating lease right-of-use assets | 1,169 | | 1,180 | | | Long-term insurance receivables | 406 | | 418 | | | Other long-term assets | 2,497 | | 2,403 | | | Total other assets | 16,549 | | 14,827 | | | Total assets | $ | 88,420 | $ | 85,579 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Balance Sheets | Edison International | | --- | --- || (in millions, except share amounts, unaudited) | March 31,<br>2025 | | December 31,<br>2024 | | | --- | --- | --- | --- | --- | | LIABILITIES AND EQUITY | | | | | | Short-term debt | $ | 5 | $ | 998 | | Current portion of long-term debt | 2,999 | | 2,049 | | | Accounts payable | 2,156 | | 2,000 | | | Wildfire-related claims | 55 | | 60 | | | Accrued interest | 495 | | 422 | | | Regulatory liabilities | 563 | | 1,347 | | | Current portion of operating lease liabilities | 123 | | 124 | | | Other current liabilities | 1,373 | | 1,439 | | | Total current liabilities | 7,769 | | 8,439 | | | Long-term debt (includes $1,468 related to a VIE at respective dates) | 35,387 | | 33,534 | | | Deferred income taxes and credits | 7,726 | | 7,180 | | | Pensions and benefits | 379 | | 384 | | | Asset retirement obligations | 2,554 | | 2,580 | | | Regulatory liabilities | 10,430 | | 10,159 | | | Operating lease liabilities | 1,046 | | 1,056 | | | Wildfire-related claims | 803 | | 941 | | | Other deferred credits and other long-term liabilities | 3,529 | | 3,566 | | | Total deferred credits and other liabilities | 26,467 | | 25,866 | | | Total liabilities | 69,623 | | 67,839 | | | Commitments and contingencies (Note 12) | | | | | | Preferred stock (50,000,000 shares authorized; 1,159,317 shares of Series A and 503,454 shares of Series B issued and outstanding at respective dates) | 1,645 | | 1,645 | | | Common stock, no par value (800,000,000 shares authorized; 384,763,662 and 384,784,719 shares issued and outstanding at respective dates) | 6,315 | | 6,353 | | | Retained earnings | 8,662 | | 7,567 | | | Total Edison International's shareholders' equity | 16,622 | | 15,565 | | | Noncontrolling interests – preference stock of SCE | 2,175 | | 2,175 | | | Total equity | 18,797 | | 17,740 | | | Total liabilities and equity | $ | 88,420 | $ | 85,579 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Statements of Cash Flows | Edison International | | --- | --- || | Three Months Ended March 31, | | | | | --- | --- | --- | --- | --- | | (in millions, unaudited) | 2025 | | 2024 | | | Cash flows from operating activities: | | | | | | Net income | $ | 1,492 | $ | 52 | | Adjustments to reconcile to net cash provided by operating activities: | | | | | | Depreciation and amortization | 742 | | 707 | | | Equity allowance for funds used during construction | (46) | | (47) | | | Impairment | 8 | | — | | | Deferred income taxes | 421 | | (114) | | | Wildfire Insurance Fund amortization expense | 36 | | 36 | | | Other | 28 | | 13 | | | Nuclear decommissioning trusts | (34) | | (20) | | | Changes in operating assets and liabilities: | | | | | | Receivables | 269 | | 84 | | | Inventory | (1) | | 5 | | | Accounts payable | 70 | | (19) | | | Tax receivables and payables | 14 | | (2) | | | Other current assets and liabilities | (235) | | (300) | | | Derivative assets and liabilities, net | 33 | | (17) | | | Regulatory assets and liabilities, net | (1,443) | | 250 | | | Wildfire-related insurance receivable | 12 | | — | | | Wildfire-related claims | (143) | | 419 | | | Other noncurrent assets and liabilities | 1 | | (4) | | | Net cash provided by operating activities | 1,224 | | 1,043 | | | Cash flows from financing activities: | | | | | | Long-term debt issued, net of discount and issuance costs of $49 and $24 for the respective periods | 3,501 | | 2,976 | | | Long-term debt repaid | (1) | | (601) | | | Short-term debt repaid | — | | (390) | | | Common stock repurchased | (29) | | — | | | Preferred stock repurchased | — | | (19) | | | Commercial paper repayments, net of borrowing | (1,687) | | (622) | | | Dividends and distribution to noncontrolling interests | (34) | | (43) | | | Common stock dividends paid | (319) | | (295) | | | Preferred stock dividends paid | (44) | | (44) | | | Other | (13) | | 26 | | | Net cash provided by financing activities | 1,374 | | 988 | | | Cash flows from investing activities: | | | | | | Capital expenditures | (1,408) | | (1,279) | | | Proceeds from sale of nuclear decommissioning trust investments | 1,406 | | 1,258 | | | Purchases of nuclear decommissioning trust investments | (1,372) | | (1,257) | | | Other | — | | 2 | | | Net cash used in investing activities | (1,374) | | (1,276) | | | Net increase in cash, cash equivalents and restricted cash | 1,224 | | 755 | | | Cash, cash equivalents and restricted cash at beginning of period | 684 | | 532 | | | Cash, cash equivalents and restricted cash at end of period | $ | 1,908 | $ | 1,287 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Statements of Income | Southern California Edison Company | | --- | --- || | Three months ended March 31, | | | | | --- | --- | --- | --- | --- | | (in millions, unaudited) | 2025 | | 2024 | | | Operating revenue | $ | 3,802 | $ | 4,064 | | Purchased power and fuel | 1,047 | | 1,008 | | | Operation and maintenance | 962 | | 1,291 | | | Wildfire-related claims, net of (recoveries) | (1,355) | | 614 | | | Wildfire Insurance Fund expense | 36 | | 36 | | | Depreciation and amortization | 741 | | 701 | | | Property and other taxes | 165 | | 153 | | | Impairment | 8 | | — | | | Total operating expenses | 1,604 | | 3,803 | | | Operating income | 2,198 | | 261 | | | Interest expense | (220) | | (374) | | | Other income, net | 111 | | 135 | | | Income before income taxes | 2,089 | | 22 | | | Income tax expense (benefit) | 488 | | (84) | | | Net income | 1,601 | | 106 | | | Less: Preference stock dividend requirements | 34 | | 41 | | | Net income available to common stock | $ | 1,567 | $ | 65 | | Condensed Consolidated Statements of Comprehensive Income | Southern California Edison Company | | --- | --- || | Three months ended March 31, | | | | --- | --- | --- | --- | | (in millions, unaudited) | | 2025 | | 2024 | | | Net income | | $ | 1,601 | $ | 106 | | Other comprehensive income, net of tax: | | | | | | | Pension and postretirement benefits other than pensions | | — | | 1 | | | Other comprehensive income, net of tax | | — | | 1 | | | Comprehensive income | | $ | 1,601 | $ | 107 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Balance Sheets | Southern California Edison Company | | --- | --- || (in millions, unaudited) | March 31,<br>2025 | | December 31,<br>2024 | | | --- | --- | --- | --- | --- | | ASSETS | | | | | | Cash and cash equivalents | $ | 1,094 | $ | 78 | | Receivables, less allowances of $296 and $347 for uncollectible accounts at respective dates | 1,860 | | 2,160 | | | Accrued unbilled revenue | 804 | | 845 | | | Inventory | 539 | | 538 | | | Prepaid expenses | 261 | | 102 | | | Regulatory assets | 2,124 | | 2,748 | | | Wildfire Insurance Fund contributions | 138 | | 138 | | | Other current assets | 373 | | 415 | | | Total current assets | 7,193 | | 7,024 | | | Nuclear decommissioning trusts | 4,231 | | 4,286 | | | Other investments | 45 | | 38 | | | Total investments | 4,276 | | 4,324 | | | Utility property, plant and equipment, less accumulated depreciation and amortization of $14,447 and $14,207 at respective dates | 59,950 | | 59,047 | | | Nonutility property, plant and equipment, less accumulated depreciation of $105 and $108 at respective dates | 197 | | 199 | | | Total property, plant and equipment | 60,147 | | 59,246 | | | Receivables, less allowances of $44 and $43 for uncollectible accounts at respective dates | 85 | | 62 | | | Regulatory assets (include $1,500 and $1,512 related to a VIE at respective dates) | 10,548 | | 8,886 | | | Wildfire Insurance Fund contributions | 1,844 | | 1,878 | | | Operating lease right-of-use assets | 1,163 | | 1,174 | | | Long-term insurance receivables | 119 | | 131 | | | Long-term insurance receivables due from affiliate | 303 | | 303 | | | Other long-term assets | 2,409 | | 2,317 | | | Total other assets | 16,471 | | 14,751 | | | Total assets | $ | 88,087 | $ | 85,345 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Balance Sheets | Southern California Edison Company | | --- | --- || (in millions, except share amounts, unaudited) | March 31,<br>2025 | | December 31,<br>2024 | | | --- | --- | --- | --- | --- | | LIABILITIES AND EQUITY | | | | | | Short-term debt | $ | 5 | $ | 553 | | Current portion of long-term debt | 2,199 | | 1,249 | | | Accounts payable | 2,164 | | 2,078 | | | Wildfire-related claims | 55 | | 60 | | | Accrued interest | 412 | | 385 | | | Regulatory liabilities | 563 | | 1,347 | | | Current portion of operating lease liabilities | 121 | | 123 | | | Other current liabilities | 1,440 | | 1,495 | | | Total current liabilities | 6,959 | | 7,290 | | | Long-term debt (includes $1,468 related to a VIE at respective dates) | 30,578 | | 29,266 | | | Deferred income taxes and credits | 9,283 | | 8,697 | | | Pensions and benefits | 91 | | 92 | | | Asset retirement obligations | 2,554 | | 2,580 | | | Regulatory liabilities | 10,430 | | 10,159 | | | Operating lease liabilities | 1,042 | | 1,051 | | | Wildfire-related claims | 803 | | 941 | | | Other deferred credits and other long-term liabilities | 3,472 | | 3,518 | | | Total deferred credits and other liabilities | 27,675 | | 27,038 | | | Total liabilities | 65,212 | | 63,594 | | | Commitments and contingencies (Note 12) | | | | | | Preference stock | 2,220 | | 2,220 | | | Common stock, no par value (560,000,000 shares authorized; 434,888,104 shares issued and outstanding at respective dates) | 2,168 | | 2,168 | | | Additional paid-in capital | 8,936 | | 8,950 | | | Accumulated other comprehensive loss | (9) | | (9) | | | Retained earnings | 9,560 | | 8,422 | | | Total equity | 22,875 | | 21,751 | | | Total liabilities and equity | $ | 88,087 | $ | 85,345 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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| Condensed Consolidated Statements of Cash Flows | Southern California Edison Company | | --- | --- || | Three Months Ended March 31, | | | | | --- | --- | --- | --- | --- | | (in millions, unaudited) | 2025 | | 2024 | | | Cash flows from operating activities: | | | | | | Net income | $ | 1,601 | $ | 106 | | Adjustments to reconcile to net cash provided by operating activities: | | | | | | Depreciation and amortization | 741 | | 707 | | | Equity allowance for funds used during construction | (46) | | (47) | | | Impairment | 8 | | — | | | Deferred income taxes | 460 | | (85) | | | Wildfire Insurance Fund amortization expense | 36 | | 36 | | | Other | 19 | | 8 | | | Nuclear decommissioning trusts | (34) | | (20) | | | Changes in operating assets and liabilities: | | | | | | Receivables | 265 | | 69 | | | Inventory | (1) | | 5 | | | Accounts payable | (1) | | (7) | | | Tax receivables and payables | 17 | | (2) | | | Other current assets and liabilities | (269) | | (334) | | | Derivative assets and liabilities, net | 33 | | (17) | | | Regulatory assets and liabilities, net | (1,443) | | 250 | | | Wildfire-related insurance receivable | 12 | | — | | | Wildfire-related claims | (143) | | 419 | | | Other noncurrent assets and liabilities | (1) | | (2) | | | Net cash provided by operating activities | 1,254 | | 1,086 | | | Cash flows from financing activities: | | | | | | Long-term debt issued, net of discount and issuance costs of $38 and $24 for the respective periods | 2,962 | | 2,976 | | | Long-term debt repaid | (1) | | (601) | | | Short-term debt repaid | — | | (375) | | | Commercial paper repayments, net of borrowing | (1,245) | | (656) | | | Common stock dividends paid | (430) | | (360) | | | Preference stock dividends paid | (34) | | (43) | | | Other | (16) | | (7) | | | Net cash provided by financing activities | 1,236 | | 934 | | | Cash flows from investing activities: | | | | | | Capital expenditures | (1,407) | | (1,278) | | | Proceeds from sale of nuclear decommissioning trust investments | 1,406 | | 1,258 | | | Purchases of nuclear decommissioning trust investments | (1,372) | | (1,257) | | | Other | — | | 1 | | | Net cash used in investing activities | (1,373) | | (1,276) | | | Net increase in cash, cash equivalents and restricted cash | 1,117 | | 744 | | | Cash, cash equivalents and restricted cash at beginning of period | 565 | | 398 | | | Cash, cash equivalents and restricted cash at end of period | $ | 1,682 | $ | 1,142 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Organization and Basis of Presentation
Edison International is the ultimate parent holding company of SCE and Edison Energy, LLC, doing business as Trio. 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 across Southern, Central, and Coastal California. Trio is a global energy advisory firm providing integrated sustainability and energy solutions to commercial, industrial, and institutional customers. Trio's business activities are currently not material to report as a separate business segment, and SCE is the single reportable segment. See "Segment Information" below for further discussion.
These combined notes to the condensed consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's condensed consolidated financial statements include the accounts of Edison International, SCE, and other controlled subsidiaries. References to Edison International refer to the consolidated group of Edison International and its subsidiaries. References to "Edison International Parent and Other" refer to Edison International Parent and its competitive subsidiaries and "Edison International Parent" refer to Edison International on a stand-alone basis, not consolidated with its subsidiaries. SCE's condensed consolidated financial statements include the accounts of SCE, its controlled subsidiaries and a variable interest entity, SCE Recovery Funding LLC, of which SCE is the primary beneficiary. All intercompany transactions have been eliminated from the condensed consolidated financial statements.
Edison International's and SCE's significant accounting policies were described in the "Notes to Consolidated Financial Statements" included in Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). This quarterly report should be read in conjunction with the financial statements and notes included in the 2024 Form 10-K.
In the opinion of management, all adjustments, consisting only of adjustments of a normal recurring nature, have been made that are necessary to fairly state the condensed consolidated financial position, results of operations, and cash flows in accordance with accounting principles generally accepted in the United States ("GAAP") for the periods covered by this quarterly report on Form 10-Q. The results of operations for the interim periods presented are not necessarily indicative of the operating results for the full year.
The December 31, 2024 financial statement data was derived from the audited financial statements, but does not include all disclosures required by GAAP for complete annual financial statements.
Segment Information
For information on Edison International's and SCE's segment information, see Note 1 in the 2024 Form 10-K. In addition, for the three months ended March 31, 2025 and 2024, Edison International's and SCE's significant segment expenses agree to those disclosed in the condensed consolidated statements of income. As of March 31, 2025 and 2024, the measures of Edison International's and SCE's segment assets are reported on Edison International's and SCE's condensed consolidated balance sheets, respectively, as total assets.
Cash, Cash Equivalents and Restricted Cash
The following table sets forth the cash, cash equivalents and restricted cash included in the condensed consolidated statements of cash flows:
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| Edison International | SCE | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | March 31,<br>2025 | December 31,<br>2024 | March 31,<br>2025 | December 31,<br>2024 | ||||
| Cash and cash equivalents1 | $ | 1,318 | $ | 193 | $ | 1,094 | $ | 78 |
| Short-term restricted cash2 | 60 | 40 | 58 | 36 | ||||
| Long-term restricted cash3 | 530 | 451 | 530 | 451 | ||||
| Total cash, cash equivalents and restricted cash | $ | 1,908 | $ | 684 | $ | 1,682 | $ | 565 |
1Cash equivalents consist of investments in money market funds. Generally, the carrying value of cash equivalents equals the fair value, as these investments have original maturities of three months or less.
2Includes SCE Recovery Funding LLC's restricted cash for payments of senior secured recovery bonds and is reflected in "Other current assets" on Edison International's and SCE's condensed consolidated balance sheets.
3The SCE amount represents cash collected for customer-funded wildfire self-insurance and is reflected in "Other long-term assets" on Edison International's and SCE's condensed consolidated balance sheets. See Note 12 for further information.
Allowance for Uncollectible Accounts
The allowance for uncollectible accounts is recorded based on SCE's estimate of expected credit losses and adjusted over the life of the receivables as needed. Since the customer base of SCE is concentrated in Southern California which exposes SCE to a homogeneous set of economic conditions, the allowance is measured on a collective basis on the historical amounts written-off, assessment of customer collectibility and current economic trends, including unemployment rates and any likelihood of recession for the region. The increase in the provision of uncollectible accounts and write-offs for the three months ended March 31, 2025, is driven primarily by consumer protection programs.
The following table sets forth the changes in allowance for uncollectible accounts for SCE:
| Three months ended March 31, 2025 | Three months ended March 31, 2024 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Customers | All others | Total2 | Customers | All others | Total | ||||||
| Beginning balance | $ | 372 | $ | 18 | $ | 390 | $ | 347 | $ | 17 | $ | 364 |
| Current period provision for uncollectible accounts1 | 78 | 3 | 81 | 60 | 1 | 61 | ||||||
| Write-offs, net of recoveries | (128) | (3) | (131) | (60) | (2) | (62) | ||||||
| Ending balance | $ | 322 | $ | 18 | $ | 340 | $ | 347 | $ | 16 | $ | 363 |
1This includes $66 million and $50 million of incremental costs, for the three months ended March 31, 2025 and 2024, respectively, which were probable of recovery from customers and recorded as regulatory assets.
2Approximately $44 million and $43 million of allowance for uncollectible accounts are included in "Other long-term assets" on SCE's condensed consolidated balance sheets as of March 31, 2025 and December 31, 2024, respectively.
Wildfire Insurance Fund
The Wildfire Insurance Fund does not have a defined life. Instead, the Wildfire Insurance Fund will terminate when the administrator determines that the fund has been exhausted. Therefore, estimating the period of coverage of the fund is subject to significant accounting judgments and estimates. Management reassesses the period of coverage of the fund at least annually in the first quarter each year and when new or additional information becomes available. Edison International and SCE apply adjustments to the period of coverage on a prospective basis and amortize the Wildfire Insurance Fund contribution asset ratably over the remaining estimated life of the fund. An impairment will be recorded to the Wildfire Insurance Fund contribution asset, if the asset exceeds SCE's ability to benefit from the remaining coverage provided by the Wildfire Insurance Fund.
As of March 31, 2025, management has determined that the period of coverage for the Wildfire Insurance Fund, based on available historical data from wildfires caused by electrical utility equipment to estimate expected loss, continues to be an estimated 20 years from the date SCE committed to participate in the Wildfire Insurance Fund. The details of the operation of the Wildfire Insurance Fund and claims by participating electrical corporations against the fund have been considered to estimate the fund period of coverage. Significant factors in determining the estimated period of coverage are the frequency of wildfire events caused by investor-owned utility electrical equipment and the disclosed estimated costs associated with these events. There have been fires in the service areas of SCE, PG&E and SDG&E since the inception of the Wildfire
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Insurance Fund, including fires where the cause is unknown or losses are not reasonably estimable, such as the Eaton Fire, which in the future may be covered by the Wildfire Insurance Fund but have not been reflected or estimated at this time.
Earnings Per Share
Edison International computes earnings per common share ("EPS") using the two-class method, which is an earnings allocation formula that determines EPS for each class of common stock and participating security. Edison International's participating securities are stock-based compensation awards, payable in common shares, which earn dividend equivalents on an equal basis with common shares once the awards are vested. See Note 13 for further information.
EPS available to Edison International common shareholders was computed as follows:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions, except per-share amounts) | 2025 | 2024 | ||
| Basic earnings per share: | ||||
| Net income (loss) attributable to common shareholders | $ | 1,436 | $ | (11) |
| Participating securities dividends | (1) | — | ||
| Net income (loss) available to common shareholders | $ | 1,435 | $ | (11) |
| Weighted average common shares outstanding | 385 | 385 | ||
| Basic earnings (loss) per share | $ | 3.73 | $ | (0.03) |
| Diluted earnings per share: | ||||
| Net income (loss) available to common shareholders | $ | 1,435 | $ | (11) |
| Income impact of assumed conversions | 1 | — | ||
| Net income (loss) available to common shareholders and assumed conversions | $ | 1,436 | $ | (11) |
| Weighted average common shares outstanding | 385 | 385 | ||
| Incremental shares from assumed conversions1 | 1 | — | ||
| Adjusted weighted average shares – diluted | 386 | 385 | ||
| Diluted earnings (loss) per share | $ | 3.72 | $ | (0.03) |
1Due to the loss reported for the quarter ended March 31, 2024, incremental shares were not included as the effect would be antidilutive.
In addition to the participating securities discussed above, Edison International also may award stock options, which are payable in common shares and are included in the diluted earnings per share calculation. Stock option awards to purchase 8,203,681 and 4,202,791 shares of common stock for the three months ended March 31, 2025 and 2024, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive.
Revenue Recognition
Revenue is recognized by Edison International and SCE when a performance obligation to transfer control of the promised goods is satisfied or when services are rendered to customers. This typically occurs when electricity is delivered to customers, which includes amounts for services rendered but unbilled at the end of a reporting period.
Regulatory Proceedings
2025 General Rate Case
As discussed in the 2024 Form 10-K, SCE requested a revenue requirement of approximately $10.3 billion for the test year 2025 in the 2025 GRC. This represents a $1.9 billion, or 23%, increase over the 2024 revenue requirement of approximately $8.4 billion, which was adopted in Track 4 and prior to certain subsequent adjustments. This test year 2025 revenue requirement was subsequently updated to $10.4 billion, reflecting 2025 CPUC-authorized ROE and additional amendments and other revisions to rebuttal testimony.
Since January 1, 2025, and until a GRC decision is issued, SCE is recognizing revenue based on the 2024 authorized revenue requirement, adjusted to reflect the 2025 CPUC-authorized ROE. The CPUC has also approved the establishment of a memorandum account to track changes in the authorized revenue requirement effective January 1, 2025. While SCE and certain parties have entered into stipulations to resolve certain contested areas in the 2025 GRC, SCE cannot predict the revenue requirement the CPUC will ultimately authorize or forecast the timing of a final decision.
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FERC 2025 Formula Rate Update
In November 2024, SCE filed its 2025 annual transmission revenue requirement update with the FERC, with rates effective January 1, 2025. The update reflects a 2025 transmission revenue requirement of $1.3 billion, which is a $220 million, or 20%, increase from the 2024 annual revenue requirement. The lower revenue in 2024 was due to a return of prior year overcollections. Pending resolution of the FERC formula rate proceedings, SCE recognized revenue in the first three months of 2025 based on the FERC 2025 annual update rate, subject to refund.
New Accounting Guidance
Accounting Guidance Adopted
No material accounting standards were adopted in three months ended in March 31, 2025.
Accounting Guidance Not Yet Adopted
In December 2023, the FASB issued an accounting standards update requiring public entities to provide more disclosures primarily related to the income tax rate reconciliation and income taxes paid. The guidance also eliminates certain existing disclosure requirements related to uncertain tax positions and unrecognized deferred tax liabilities. The guidance is effective for annual periods after January 1, 2025 with early adoption permitted. The guidance is applied prospectively. Edison International and SCE will apply this standard for their annual filings for the year ended December 31, 2025 and do not expect the adoption of this standard to materially affect the annual disclosures.
In November 2024, the FASB issued an accounting standards update requiring public entities to provide disaggregated disclosure of income statement expenses. The guidance does not change the expense captions an entity presents on the face of the income statement, rather, it requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements. The guidance is effective for annual disclosure for the year ended December 31, 2027 and subsequent interim periods with early adoption permitted. The guidance is applied prospectively. Edison International and SCE are currently evaluating the impact of the new guidance.
Note 2. Condensed Consolidated Statements of Changes in Equity
The following tables provide Edison International's changes in equity:
| Equity Attributable to Edison International Shareholders | Noncontrolling<br>Interests | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | Preferred<br>Stock | Common<br>Stock | Retained<br>Earnings | Subtotal | Preference<br>Stock | Total<br>Equity | ||||||
| Balance at December 31, 2024 | $ | 1,645 | $ | 6,353 | $ | 7,567 | $ | 15,565 | $ | 2,175 | $ | 17,740 |
| Net income | — | — | 1,458 | 1,458 | 34 | 1,492 | ||||||
| Common stock issued | — | 2 | — | 2 | — | 2 | ||||||
| Common stock repurchased | — | (29) | — | (29) | — | (29) | ||||||
| Common stock dividends declared ($0.8275 per share) | — | — | (319) | (319) | — | (319) | ||||||
| Preferred stock dividend declared ($26.875 per share for Series A and $25.00 per share for Series B) | — | — | (44) | (44) | — | (44) | ||||||
| Dividends to noncontrolling interests ($31.250 - $46.875 per share for preference stock) | — | — | — | — | (34) | (34) | ||||||
| Shares withheld for tax withholdings on vested equity awards | — | (21) | — | (21) | — | (21) | ||||||
| Noncash stock-based compensation | — | 10 | — | 10 | — | 10 | ||||||
| Balance at March 31, 2025 | $ | 1,645 | $ | 6,315 | $ | 8,662 | $ | 16,622 | $ | 2,175 | $ | 18,797 |
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| Equity Attributable to Edison International Shareholders | Noncontrolling<br>Interests | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions, except per share amounts) | Preferred<br>Stock | Common<br>Stock | Accumulated<br>Other<br>Comprehensive<br>Loss | Retained<br>Earnings | Subtotal | Preference<br>Stock | Total<br>Equity | |||||||
| Balance at December 31, 2023 | $ | 1,673 | $ | 6,338 | $ | (9) | $ | 7,499 | $ | 15,501 | $ | 2,443 | $ | 17,944 |
| Net income | — | — | — | 11 | 11 | 41 | 52 | |||||||
| Common stock issued | — | 11 | — | — | 11 | — | 11 | |||||||
| Common stock dividends declared ($0.78 per share) | — | — | — | (300) | (300) | — | (300) | |||||||
| Preferred stock dividend declared ($26.875 per share for Series A and $25.00 per share for Series B) | — | — | — | (44) | (44) | — | (44) | |||||||
| Dividends to noncontrolling interests ($24.418 - $58.854 per share for preference stock) | — | — | — | — | — | (41) | (41) | |||||||
| Noncash stock-based compensation | — | 12 | — | — | 12 | — | 12 | |||||||
| Preferred stock repurchased | (19) | — | — | — | (19) | — | (19) | |||||||
| Balance at March 31, 2024 | $ | 1,654 | $ | 6,361 | $ | (9) | $ | 7,166 | $ | 15,172 | $ | 2,443 | $ | 17,615 |
The following tables provide SCE's changes in equity:
| (in millions, except per share amounts) | Preference<br>Stock | Common<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated<br>Other<br>Comprehensive<br>Loss | Retained<br>Earnings | Total<br>Equity | ||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 31, 2024 | $ | 2,220 | $ | 2,168 | $ | 8,950 | $ | (9) | $ | 8,422 | $ | 21,751 |
| Net income | — | — | — | — | 1,601 | 1,601 | ||||||
| Dividends declared on common stock ($0.9888 per share) | — | — | — | — | (430) | (430) | ||||||
| Dividends declared on preference stock ($31.250 - $46.875 per share) | — | — | — | — | (34) | (34) | ||||||
| Stock-based compensation | — | — | (21) | — | 1 | (20) | ||||||
| Noncash stock-based compensation | — | — | 7 | — | — | 7 | ||||||
| Balance at March 31, 2025 | $ | 2,220 | $ | 2,168 | $ | 8,936 | $ | (9) | $ | 9,560 | $ | 22,875 |
| (in millions, except per share amounts) | Preference<br>Stock | Common<br>Stock | Additional<br>Paid-in<br>Capital | Accumulated<br>Other<br>Comprehensive<br>Loss | Retained<br>Earnings | Total<br>Equity | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Balance at December 31, 2023 | $ | 2,495 | $ | 2,168 | $ | 8,446 | $ | (12) | $ | 8,307 | $ | 21,404 |
| Net income | — | — | — | — | 106 | 106 | ||||||
| Other comprehensive income | — | — | — | 1 | — | 1 | ||||||
| Dividends declared on common stock ($0.8278 per share) | — | — | — | — | (360) | (360) | ||||||
| Dividends declared on preference stock ($24.418 - $58.854 per share) | — | — | — | — | (41) | (41) | ||||||
| Stock-based compensation | — | — | (20) | — | — | (20) | ||||||
| Noncash stock-based compensation | — | — | 7 | — | — | 7 | ||||||
| Balance at March 31, 2024 | $ | 2,495 | $ | 2,168 | $ | 8,433 | $ | (11) | $ | 8,012 | $ | 21,097 |
Note 3. Variable Interest Entities
A VIE is defined as a legal entity that meets any of the following conditions: (1) the total equity investment at risk is not sufficient to fund the entity's activities without additional subordinated financial support, (2) the equity holders as a group, lack any of the following characteristics: the power to direct activities that most significantly impact the entity's economic performance, substantive voting rights, the obligation to absorb losses, or the right to receive the expected residual returns of the entity. The primary beneficiary is identified as the variable interest holder that has both the power to direct the activities of the VIE that most significantly impact the entity's economic performance, and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. The primary beneficiary is
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required to consolidate the VIE. Commercial and operating activities are generally the factors that most significantly impact the economic performance of such VIEs.
Variable Interest in VIEs that are Consolidated
SCE Recovery Funding LLC is a bankruptcy remote, wholly owned special purpose subsidiary of SCE, formed for the purpose of issuing securitized bonds related to SCE's AB 1054 Excluded Capital Expenditures. This entity is a VIE because its equity investment is insufficient to support its operations. The most significant activity of SCE Recovery Funding LLC is to service the securitized bonds according to the decisions made by SCE. Therefore, SCE is determined to be the primary beneficiary and consolidates SCE Recovery Funding LLC.
SCE Recovery Funding LLC issued a total of $1.6 billion of securitized bonds. The proceeds were used to acquire SCE's right, title and interest in and to non-bypassable rates and other charges to be collected from certain existing and future customers in SCE's service area ("Recovery Property"), associated with the AB 1054 Excluded Capital Expenditures, until the bonds are paid in full, and all financing costs have been recovered. The securitized bonds are secured by the Recovery Property and cash collections from the non-bypassable rates and other charges are the sole source of funds to satisfy the debt obligation. The bondholders have no recourse to SCE.
The following table summarizes the impact of SCE Recovery Funding LLC on SCE's and Edison International's condensed consolidated balance sheets.
| (in millions) | March 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Other current assets | $ | 72 | $ | 49 |
| Regulatory assets: non-current | 1,500 | 1,512 | ||
| Regulatory liabilities: current | 27 | 30 | ||
| Current portion of long-term debt1 | 49 | 49 | ||
| Other current liabilities | 20 | 6 | ||
| Long-term debt1 | 1,468 | 1,468 |
1The bondholders have no recourse to SCE. The long-term debt balance is net of unamortized debt issuance costs.
Variable Interest in VIEs that are not Consolidated
Power Purchase Agreements
SCE has certain PPAs where the counterparty entities meet one or both of the VIE conditions discussed above and in which SCE has variable interests, including: agreements through which SCE provides natural gas to fuel the plants, fixed price contracts for renewable energy, and resource adequacy agreements that allow purchase of energy at fixed prices upon the seller's election. Since payments for capacity are the primary source of income, the most significant economic activity for these VIEs is typically the operation and maintenance of the power plants, which SCE does not perform. Therefore, SCE has concluded that it is not the primary beneficiary of any of these VIEs because it does not control the commercial and operating activities that most significantly impact the economic performance of these entities.
As of the balance sheet date, the carrying amount of assets and liabilities included in SCE's condensed consolidated balance sheet that relate to involvement with VIEs that are not consolidated, result from amounts due under the PPAs. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its CPUC-approved long-term power procurement plans. SCE has no residual interest in the entities and has not provided or guaranteed any debt or equity support, liquidity arrangements, performance guarantees, or other commitments associated with these contracts other than the purchase commitments described in Note 12 of the 2024 Form 10-K. As a result, there is no significant potential exposure to loss to SCE from its variable interest in these VIEs. The aggregate contracted capacity dedicated to SCE from these VIE projects was 5,300 MW and 4,642 MW at March 31, 2025 and 2024, respectively. The amounts that SCE paid to these projects were $172 million and $157 million for the three months ended March 31, 2025 and 2024, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.
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Note 4. Fair Value Measurements
Recurring Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (referred to as an "exit price"). Fair value of an asset or liability considers assumptions that market participants would use in pricing the asset or liability, including assumptions about nonperformance risk. As of March 31, 2025 and December 31, 2024, nonperformance risk was not material for Edison International or SCE.
Assets and liabilities are categorized into a three-level fair value hierarchy based on valuation inputs used to determine fair value.
Level 1 – The fair value of Edison International's and SCE's Level 1 assets and liabilities is determined using unadjusted quoted prices in active markets that are available at the measurement date for identical assets and liabilities. This level includes exchange-traded equity securities, U.S. treasury securities, mutual funds, and money market funds.
Level 2 – Edison International's and SCE's Level 2 assets and liabilities include fixed income securities, primarily consisting of U.S. government and agency bonds, municipal bonds and corporate bonds, and over-the-counter commodity derivatives. The fair value of fixed income securities is determined using a market approach by obtaining quoted prices for similar assets and liabilities in active markets and inputs that are observable, either directly or indirectly, for substantially the full term of the instrument.
The fair value of SCE's over-the-counter commodity derivative contracts is determined using an income approach. SCE uses standard pricing models to determine the net present value of estimated future cash flows. Inputs to the pricing models include forward published or posted clearing prices from an exchange (Intercontinental Exchange) for similar instruments and discount rates. A primary price source that best represents trade activity for each market is used to develop observable forward market prices in determining the fair value of these positions. Broker quotes, prices from exchanges, or comparison to executed trades are used to validate and corroborate the primary price source. These price quotations reflect mid-market prices (average of bid and ask) and are obtained from sources believed to provide the most liquid market for the commodity.
Level 3 – This level consists of congestion revenue rights ("CRRs"), which are derivative contracts that trade infrequently with significant unobservable inputs (CAISO CRR auction prices). SCE employs a market valuation approach of utilizing historical CRR prices as a proxy for forward prices. Edison International Parent and Other does not have any Level 3 assets and liabilities.
Assumptions are made in order to value derivative contracts in which observable inputs are not available. In circumstances where fair value cannot be verified with observable market transactions, it is possible that a different valuation model could produce a materially different estimate of fair value. Modeling methodologies, inputs, and techniques are reviewed and assessed as markets continue to develop and more pricing information becomes available, and the fair value is adjusted when it is concluded that a change in inputs or techniques would result in a new valuation that better reflects the fair value of those derivative contracts. See Note 6 for a discussion of derivative instruments.
SCE
The following table sets forth assets and liabilities of SCE that were accounted for at fair value by level within the fair value hierarchy:
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| March 31, 2025 | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Level 1 | Level 2 | Level 3 | Netting<br><br>and<br><br>Collateral1 | Total | |||||||||||||||||
| Assets at fair value | ||||||||||||||||||||||
| Derivative contracts | $ | — | $ | 8 | $ | 156 | $ | (9) | $ | 155 | ||||||||||||
| Money market funds and other | 913 | 22 | — | — | 935 | |||||||||||||||||
| Nuclear decommissioning trusts: | ||||||||||||||||||||||
| Stocks2 | 1,575 | — | — | — | 1,575 | |||||||||||||||||
| Fixed Income3 | 971 | 1,693 | — | — | 2,664 | |||||||||||||||||
| Short-term investments, primarily cash equivalents | 101 | 28 | — | — | 129 | |||||||||||||||||
| Subtotal of nuclear decommissioning trusts4 | 2,647 | 1,721 | — | — | 4,368 | |||||||||||||||||
| Total assets | 3,560 | 1,751 | 156 | (9) | 5,458 | |||||||||||||||||
| Liabilities at fair value | ||||||||||||||||||||||
| Derivative contracts | — | 22 | — | (22) | — | |||||||||||||||||
| Total liabilities | — | 22 | — | (22) | — | |||||||||||||||||
| Net assets | $ | 3,560 | $ | 1,729 | $ | 156 | $ | 13 | $ | 5,458 | December 31, 2024 | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| (in millions) | Level 1 | Level 2 | Level 3 | Netting<br><br>and<br><br>Collateral1 | Total | |||||||||||||||||
| Assets at fair value | ||||||||||||||||||||||
| Derivative contracts | $ | — | $ | 1 | $ | 212 | $ | (1) | $ | 212 | ||||||||||||
| Other | — | 22 | — | — | 22 | |||||||||||||||||
| Nuclear decommissioning trusts: | ||||||||||||||||||||||
| Stocks2 | 1,631 | — | — | — | 1,631 | |||||||||||||||||
| Fixed Income3 | 975 | 1,618 | — | — | 2,593 | |||||||||||||||||
| Short-term investments, primarily cash equivalents | 128 | 39 | — | — | 167 | |||||||||||||||||
| Subtotal of nuclear decommissioning trusts4 | 2,734 | 1,657 | — | — | 4,391 | |||||||||||||||||
| Total assets | 2,734 | 1,680 | 212 | (1) | 4,625 | |||||||||||||||||
| Liabilities at fair value | ||||||||||||||||||||||
| Derivative contracts | — | 47 | — | (47) | — | |||||||||||||||||
| Total liabilities | — | 47 | — | (47) | — | |||||||||||||||||
| Net assets | $ | 2,734 | $ | 1,633 | $ | 212 | $ | 46 | $ | 4,625 |
1Represents the netting of assets and liabilities under master netting agreements and cash collateral.
2Approximately 73% and 75% of SCE's equity investments were in companies located in the United States at March 31, 2025 and December 31, 2024, respectively.
3Includes corporate bonds, which were diversified by the inclusion of collateralized mortgage obligations and other asset backed securities, of $65 million and $94 million at March 31, 2025 and December 31, 2024, respectively.
4Excludes net payables of $137 million and $105 million at March 31, 2025 and December 31, 2024, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.
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SCE Fair Value of Level 3
The following table sets forth a summary of changes in SCE's fair value of Level 3 net derivative assets and liabilities:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Fair value of net assets at beginning of period | $ | 212 | $ | 91 |
| Settlements | (10) | — | ||
| Total realized/unrealized losses, net of gains1 | (46) | (11) | ||
| Fair value of net assets at end of period | $ | 156 | $ | 80 |
1Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.
There were no material transfers into or out of Level 3 during 2025 and 2024.
The following table sets forth the significant unobservable inputs used to determine fair value for Level 3 CRR assets and liabilities:
| Fair Value<br>(in millions) | Significant<br>Unobservable<br>Input | Range<br>($ per MWh) | WeightedAverage( per MWh) | ||||
|---|---|---|---|---|---|---|---|
| Assets | Liabilities | ||||||
| March 31, 2025 | $ | 156 | $ | — | CAISO CRR auction prices | ($7.39) - $50,048.16 | |
| December 31, 2024 | 212 | — | CAISO CRR auction prices | (4.64) - 50,048.16 | 27.20 |
All values are in US Dollars.
Level 3 Fair Value Uncertainty
For CRRs, increases or decreases in CAISO auction prices would result in higher or lower fair value, respectively.
Nuclear Decommissioning Trusts
SCE's nuclear decommissioning trust investments include equity securities, U.S. treasury securities, and other fixed income securities. Equity and treasury securities are classified as Level 1 as fair value is determined by observable market prices in active or highly liquid and transparent markets. The remaining fixed income securities are classified as Level 2. There are no securities classified as Level 3 in the nuclear decommissioning trusts. See Note 10 for more information on nuclear decommissioning trusts.
Edison International Parent and Other
Edison International Parent and Other assets measured at fair value and classified as Level 1 consisted of money market funds of $213 million and $101 million at March 31, 2025 and December 31, 2024, respectively. Assets measured at fair value and classified as Level 2 were immaterial at March 31, 2025 and December 31, 2024, respectively. There were no securities classified as Level 3 for Edison International Parent and Other at March 31, 2025 and December 31, 2024, respectively.
Fair Value of Debt Recorded at Carrying Value
The carrying value and fair value of Edison International's and SCE's long-term debt (including the current portion of long-term debt) are as follows:
| March 31, 2025 | December 31, 2024 | |||||||
|---|---|---|---|---|---|---|---|---|
| (in millions) | Carrying<br><br>Value1 | Fair<br><br>Value2 | Carrying<br><br>Value1 | Fair<br><br>Value2 | ||||
| Edison International | $ | 38,386 | $ | 35,460 | $ | 35,583 | $ | 33,160 |
| SCE | 32,777 | 29,863 | 30,515 | 27,994 |
1Carrying value is net of debt issuance costs.
2The fair value of long-term debt is classified as Level 2.
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Note 5. Debt and Credit Agreements
Long-Term Debt
During the three months ended March 31, 2025, SCE issued the following first and refunding mortgage bonds:
| Description | Month of Issuance | Rate | Maturity Date | Amount <br>(in millions) | |
|---|---|---|---|---|---|
| Series 2025A | January 2025 | 5.45% | 2035 | $ | 850 |
| Series 2025B | January 2025 | 5.90% | 2055 | 650 | |
| Series 2025C | March 2025 | 5.25% | 2030 | 850 | |
| Series 2025D | March 2025 | 6.20% | 2055 | 650 | |
| Total | $ | 3,000 |
The proceeds were used to repay commercial paper borrowings and for other general corporate purposes.
In March 2025, Edison International Parent issued $550 million of 6.25% senior notes due in 2030. The proceeds were used to repay commercial paper and for general corporate purposes.
Credit Agreements and Short-Term Debt
The following table summarizes the status of the credit facilities at March 31, 2025:
| (in millions, except for rates) | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Borrower | Termination Date | Secured Overnight Financing Rate ("SOFR") plus (bps) | Commitment | Outstanding borrowings | Outstanding letters of credit | Amount available | ||||
| Edison International Parent1, 3 | May 2028 | 128 | $ | 1,500 | $ | — | $ | — | $ | 1,500 |
| SCE2, 3 | May 2028 | 108 | 3,350 | 5 | 2 | 3,343 | ||||
| Total Edison International | $ | 4,850 | $ | 5 | $ | 2 | $ | 4,843 |
1At March 31, 2025, Edison International Parent did not have outstanding commercial paper.
2At March 31, 2025, SCE had $5 million outstanding commercial paper at a weighted-average interest rate of 4.85%.
3The credit facilities have an additional one-year extension option. The aggregate maximum principal amount under the SCE and Edison International Parent revolving credit facilities may be increased up to $4.0 billion and $2.0 billion, respectively, provided that additional lender commitments are obtained.
Uncommitted Letters of Credit
SCE entered into agreements with certain lenders for bilateral unsecured standby letters of credit ("SBLC") with a total capacity of $675 million that is uncommitted and supported by reimbursement agreements. The SBLCs are not subject to any collateral or security requirements. At March 31, 2025, SCE had $128 million outstanding under these agreements, which expire between June 2025 and April 2026. The unused capacity under these agreements was $547 million.
Note 6. Derivative Instruments
Derivative financial instruments are used to manage exposure to commodity price risk resulting from SCE's electricity and natural gas procurement activities. The risks of fluctuating commodity prices are managed in part by entering into forward commodity transactions, including options, swaps, and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible, and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.
Certain power and gas contracts contain a provision that requires SCE to maintain an investment grade rating from the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to post additional collateral to cover derivative liabilities and the related
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outstanding payables. The fair value of these derivative contracts and any related collateral were immaterial as of March 31, 2025 and December 31, 2024.
SCE presents its derivative assets and liabilities, recorded at fair value, on a net basis on its condensed consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are also offset against margin and cash collateral deposits. See Note 4 for a discussion of fair value of derivative instruments.
The following table summarizes the gross and net fair values of SCE's commodity derivative instruments:
| March 31, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Derivative Assets<br><br>Short-Term1 | Derivative Liabilities<br><br>Short-Term2 | ||||||||
| Commodity derivative contracts | ||||||||||
| Gross amounts recognized | $ | 164 | $ | 22 | ||||||
| Gross amounts offset in the condensed consolidated balance sheets | (9) | (9) | ||||||||
| Cash collateral posted | — | (13) | ||||||||
| Net amounts presented in the condensed consolidated balance sheets | $ | 155 | $ | — | December 31, 2024 | |||||
| --- | --- | --- | --- | --- | ||||||
| (in millions) | Derivative Assets<br><br>Short-Term1 | Derivative Liabilities<br><br>Short-Term2 | ||||||||
| Commodity derivative contracts | ||||||||||
| Gross amounts recognized | $ | 213 | $ | 47 | ||||||
| Gross amounts offset in the condensed consolidated balance sheets | (1) | (1) | ||||||||
| Cash collateral posted | — | (46) | ||||||||
| Net amounts presented in the condensed consolidated balance sheets | $ | 212 | $ | — |
1Included in "Other current assets" on SCE's condensed consolidated balance sheets.
2Included in "Other current liabilities" on SCE's condensed consolidated balance sheets.
At March 31, 2025, SCE posted $43 million of cash collateral, of which $13 million was offset against derivative liabilities and $30 million was reflected in "Other current assets" on SCE's condensed consolidated balance sheets. At December 31, 2024, SCE posted $74 million of cash collateral, of which $46 million was offset against derivative liabilities and $28 million was reflected in "Other current assets" on the condensed consolidated balance sheets.
Financial Statement Impact of Derivative Instruments
SCE recognizes realized gains and losses on derivative instruments as purchased power expense and unrealized gains and losses as regulatory assets or liabilities. Both realized and unrealized gains and losses are expected to be refunded to or recovered from customers and therefore do not affect earnings. Cash flows from derivative activities, including cash collateral, are reported in cash flows from operating activities in SCE's condensed consolidated statements of cash flows.
The following table summarizes the gains/(losses) of SCE's economic hedging activity:
| Three months ended March 31, | |||||
|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | |||
| Realized | $ | (40) | $ | (71) | |
| Unrealized | (23) | (28) |
Notional Volumes of Derivative Instruments
The following table summarizes the notional volumes of derivatives used for SCE's economic hedging activities:
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| Commodity | Unit of<br>Measure | Economic Hedges | ||
|---|---|---|---|---|
| March 31, 2025 | December 31, 2024 | |||
| Electricity options, swaps and forwards | Gigawatt hours | 4,571 | 3,295 | |
| Natural gas options, swaps and forwards | Billion cubic feet | 8 | 4 | |
| Congestion revenue rights | Gigawatt hours | 5,751 | 8,141 |
Note 7. Revenue
The following table is a summary of SCE's revenue:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Revenue from contracts with customers1 | ||||
| Commercial | $ | 1,548 | $ | 1,479 |
| Residential | 1,579 | 1,562 | ||
| Other | 642 | 729 | ||
| Total revenue from contracts with customer2 | 3,769 | 3,770 | ||
| Alternative revenue program and other3 | 33 | 294 | ||
| Total operating revenue | $ | 3,802 | $ | 4,064 |
1Since January 1, 2025, and until a GRC decision is issued, SCE is recognizing revenue based on the 2024 authorized revenue requirements, adjusted to reflect the 2025 CPUC-authorized ROE. For further information, see Note 1.
2At March 31, 2025 and December 31, 2024, SCE's receivables related to contracts from customers were $2.6 billion and $2.9 billion, respectively, which include accrued unbilled revenue of $804 million and $845 million, respectively.
3Includes differences between revenues from contracts with customers and authorized levels for certain CPUC and FERC revenues.
Deferred Revenue
As of March 31, 2025, SCE has deferred revenue of $351 million related to the sale of the use of transfer capability of West of Devers transmission line, of which $13 million and $338 million are included in "Other current liabilities" and "Other deferred credits and other long-term liabilities," respectively, on SCE's condensed consolidated balance sheets. The deferred revenue is amortized straight-line over the period of 30 years starting 2021.
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Note 8. Income Taxes
Effective Tax Rate
The table below provides a reconciliation of income tax expense computed at the federal statutory income tax rate to the income tax provision:
| Three months ended March 31, | ||||||
|---|---|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||||
| Edison International: | ||||||
| Income (loss) from operations before income taxes | $ | 1,940 | $ | (61) | ||
| Provision for income tax at federal statutory rate of 21% | 407 | (13) | ||||
| Increase (decrease) in income tax from: | ||||||
| State tax, net of federal tax effect | 109 | (37) | ||||
| Property-related | (58) | (55) | ||||
| Other | (10) | (8) | ||||
| Total income tax expense (benefit) | $ | 448 | $ | (113) | ||
| Effective tax rate | 23.1 | % | 185.2 | % | ||
| SCE: | ||||||
| Income from operations before income taxes | $ | 2,089 | $ | 22 | ||
| Provision for income tax at federal statutory rate of 21% | 439 | 5 | ||||
| Increase (decrease) in income tax from: | ||||||
| State tax, net of federal tax effect | 117 | (31) | ||||
| Property-related | (58) | (55) | ||||
| Other | (10) | (3) | ||||
| Total income tax expense (benefit) | $ | 488 | $ | (84) | ||
| Effective tax rate | 23.3 | % | (381.8) | % |
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. Flow-through items reduce current authorized revenue requirements in SCE's rate cases and result in a regulatory asset for recovery of deferred income taxes in future periods. The difference between the authorized amounts as determined in SCE's rate cases, adjusted for balancing and memorandum account activities, and the recorded flow-through items also result in increases or decreases in regulatory assets with a corresponding impact on the effective tax rate to the extent that recorded deferred amounts are expected to be recovered in future rates. For further information, see Note 11.
Tax Disputes
The tax years that remain open for examination by the IRS and the California Franchise Tax Board are 2021 – 2023, and 2013 – 2018 & 2020 – 2023, respectively.
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Note 9. Compensation and Benefit Plans
Pension Plans
Net periodic pension expense components are:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Edison International: | ||||
| Service cost | $ | 23 | $ | 24 |
| Non-service cost (benefit) | ||||
| Interest cost | 48 | 44 | ||
| Expected return on plan assets | (58) | (59) | ||
| Amortization of net loss1 | — | 1 | ||
| Regulatory adjustment | (7) | (5) | ||
| Total non-service benefit2 | $ | (17) | $ | (19) |
| Total expense | $ | 6 | $ | 5 |
| SCE: | ||||
| Service cost | $ | 23 | $ | 24 |
| Non-service cost (benefit) | ||||
| Interest cost | 44 | 40 | ||
| Expected return on plan assets | (55) | (55) | ||
| Amortization of net loss1 | — | 1 | ||
| Regulatory adjustment | (7) | (5) | ||
| Total non-service benefit2 | $ | (18) | $ | (19) |
| Total expense | $ | 5 | $ | 5 |
1Represents the amount of net loss reclassified from other comprehensive loss.
2Included in "Other Income, net" on Edison International's and SCE's condensed consolidated statements of income.
Postretirement Benefits Other Than Pensions ("PBOP")
Net periodic PBOP expense components for Edison International and SCE are:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Service cost | $ | 3 | $ | 3 |
| Non-service cost (benefit) | ||||
| Interest cost | 10 | 9 | ||
| Expected return on plan assets | (27) | (28) | ||
| Amortization of net gain | (20) | (24) | ||
| Regulatory adjustment | 34 | 40 | ||
| Total non-service benefit1 | $ | (3) | $ | (3) |
| Total expense | $ | — | $ | — |
1Included in "Other income, net" on Edison International's and SCE's condensed consolidated statements of income.
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Note 10. Investments
Future decommissioning costs related to SCE's nuclear assets are expected to be funded from independent decommissioning trusts.
The following table sets forth amortized cost and fair value of the trust investments (see Note 4 for a discussion on fair value of the trust investments):
| Amortized Costs | Fair Values | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| (in millions) | Longest<br>Maturity Dates | March 31,<br>2025 | December 31,<br>2024 | March 31,<br>2025 | December 31,<br>2024 | ||||
| Municipal bonds | 2067 | $ | 759 | $ | 729 | $ | 897 | $ | 860 |
| Government and agency securities | 2074 | 1,212 | 1,201 | 1,384 | 1,341 | ||||
| Corporate bonds | 2072 | 332 | 346 | 383 | 392 | ||||
| Short-term investments and receivables/(payables)1 | One-year | 117 | 152 | (8) | 62 | ||||
| Total debt securities and other | $ | 2,420 | $ | 2,428 | 2,656 | 2,655 | |||
| Equity securities | 1,575 | 1,631 | |||||||
| Total2 | $ | 4,231 | $ | 4,286 |
1As of March 31, 2025 and December 31, 2024, short-term investments included $9 million and $18 million of repurchase agreement payable by financial institutions which earned interest, were fully secured by U.S. Treasury securities, and mature by April 1, 2025 and January 2, 2025, respectively.
2Represents amounts before reduction for deferred tax liabilities on net unrealized gains of $361 million and $373 million as of March 31, 2025 and December 31, 2024, respectively.
Trust fund earnings (based on specific identification) increase the trust fund balance and the ARO regulatory liability. Unrealized holding gains, net of losses, were $1.6 billion and $1.7 billion at March 31, 2025 and December 31, 2024, respectively.
The following table summarizes the gains and losses for the trust investments:
| Three months ended March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| Gross realized gains | $ | 24 | $ | 55 |
| Gross realized losses | (1) | (9) | ||
| Net unrealized (losses)/gains for equity securities | (60) | 95 |
Due to regulatory mechanisms, changes in the assets of the trusts from income or loss items do not materially affect earnings.
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Note 11. Regulatory Assets and Liabilities
Regulatory Assets
SCE's regulatory assets included on the condensed consolidated balance sheets are:
| (in millions) | March 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Current: | ||||
| Regulatory balancing and memorandum accounts | $ | 2,097 | $ | 2,723 |
| Other | 27 | 25 | ||
| Total current | 2,124 | 2,748 | ||
| Long-term: | ||||
| Deferred income taxes | 6,095 | 5,982 | ||
| Unamortized investments, net of accumulated amortization | 120 | 115 | ||
| Unamortized losses on reacquired debt | 85 | 88 | ||
| Regulatory balancing and memorandum accounts | 2,436 | 867 | ||
| Environmental remediation | 219 | 222 | ||
| Recovery assets | 1,500 | 1,512 | ||
| Other | 93 | 100 | ||
| Total long-term | 10,548 | 8,886 | ||
| Total regulatory assets | $ | 12,672 | $ | 11,634 |
For more information, see Note 11 of the 2024 Form 10-K.
Regulatory Liabilities
SCE's regulatory liabilities included on the condensed consolidated balance sheets are:
| (in millions) | March 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Current: | ||||
| Regulatory balancing and memorandum accounts | $ | 386 | $ | 1,144 |
| Energy derivatives | 142 | 165 | ||
| Other | 35 | 38 | ||
| Total current | 563 | 1,347 | ||
| Long-term: | ||||
| Costs of removal | 2,585 | 2,520 | ||
| Deferred income taxes | 2,150 | 2,163 | ||
| Recoveries in excess of ARO liabilities | 1,714 | 1,748 | ||
| Regulatory balancing and memorandum accounts | 2,264 | 2,023 | ||
| Pension and other postretirement benefits | 1,696 | 1,690 | ||
| Other | 21 | 15 | ||
| Total long-term | 10,430 | 10,159 | ||
| Total regulatory liabilities | $ | 10,993 | $ | 11,506 |
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Net Regulatory Balancing and Memorandum Accounts
The following table summarizes the significant components of regulatory balancing and memorandum accounts included in the above tables of regulatory assets and liabilities:
| (in millions) | March 31,<br>2025 | December 31,<br>2024 | ||
|---|---|---|---|---|
| Asset (liability) | ||||
| Energy procurement related costs | $ | (106) | $ | (97) |
| Public purpose and energy efficiency | (1,930) | (1,708) | ||
| GRC related balancing accounts | 992 | 976 | ||
| FERC related balancing accounts | 131 | 125 | ||
| Wildfire risk mitigation and insurance | 731 | 741 | ||
| TKM Settlement cost recovery1 | 1,556 | — | ||
| Wildfire and drought restoration | 284 | 238 | ||
| Tax accounting memorandum account | (88) | (40) | ||
| Other | 313 | 188 | ||
| Assets, net of liabilities | $ | 1,883 | $ | 423 |
1 Cost recoveries authorized under the TKM Settlement Agreement. See Note 12 for more information.
Note 12. Commitments and Contingencies
Indemnities
Edison International and SCE have agreed to provide indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, indemnities for specified environmental liabilities and income taxes or other contractual arrangements. Edison International's and SCE's obligations under these agreements may or may not be limited in terms of time and/or amount, and in some instances Edison International and SCE may have recourse against third parties. Edison International and SCE have not recorded a liability related to these indemnities. The overall maximum amount of the obligations under these indemnifications cannot be reasonably estimated.
Contingencies
In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax, and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of each of these other proceedings will not materially affect its financial position, results of operations and cash flows. Legal costs expected to be incurred by Edison International and SCE in connection with loss contingencies are expensed as incurred.
Southern California Wildfires and Mudslides
Unprecedented weather conditions in California due to climate change have contributed to wildfires, including those where SCE's equipment has been alleged to be associated with the fire's ignition, that have caused loss of life and substantial damage in SCE's service area, including as recently as January 2025.
Numerous claims related to wildfire events have been initiated against SCE and Edison International. Edison International and SCE have, or may, incur material losses in connection with the 2017/2018 Wildfire/Mudslide Events, the Other Wildfire Events that are described below, and the January 2025 Eaton Fire. Of the Other Wildfire Events described below, only the 2017 Creek Fire ignited prior to the adoption of AB 1054 in July 2019. SCE's equipment has been, and may further be, alleged to be associated with other wildfires that have originated in Southern California, and SCE's service area remains susceptible to additional wildfire activity.
Liability Overview
The extent of legal liability for wildfire-related damages in actions against utilities depends on a number of factors, including whether the utility substantially caused or contributed to the damages and whether parties seeking recovery of damages will be required to show negligence in addition to causation. California courts have previously found utilities to be strictly liable for property damage along with associated interest and attorneys' fees, regardless of fault, by applying the
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theory of inverse condemnation when a utility's facilities were determined to be a substantial cause of a wildfire that caused the property damage. If inverse condemnation is held to be inapplicable to SCE in connection with a wildfire, SCE still could be held liable for property damages and associated interest if the property damages were found to have been proximately caused by SCE's negligence. If SCE were to be found negligent, SCE could also be held liable for, among other things, fire suppression costs, business interruption losses, evacuation costs, clean-up costs, medical expenses, and personal injury/wrongful death claims, including claims for non-economic damages. Additionally, SCE could potentially be subject to fines and penalties for alleged violations of CPUC rules and state laws investigated in connection with the ignition of a wildfire.
While investigations into the cause of a wildfire event are conducted by one or more fire agencies, fire agency findings do not determine legal causation of or assign legal liability for a wildfire event. Final determinations of legal causation and liability for wildfire events, including determinations of whether SCE was negligent, would only be made during lengthy and complex litigation processes, and settlements may be reached before determinations of legal liability are ever made. Even when investigations are still pending or legal liability is disputed, an assessment of likely outcomes, including through future settlement of disputed claims, may require estimated losses to be accrued under accounting standards. Each reporting period, management reviews its loss estimates for remaining alleged and potential claims related to wildfire events. The process for estimating losses associated with alleged and potential wildfire related claims requires management to exercise significant judgment based on a number of assumptions and subjective factors, including, but not limited to: estimates of known and expected claims by third parties based on currently available information, opinions of counsel regarding litigation risk, the status of and developments in the course of litigation, and prior experience litigating and settling wildfire litigation claims. As additional information becomes available, management's estimates and assumptions regarding the causes and financial impact of wildfire events may change. Actual losses incurred may be higher or lower than estimated based on several factors, including the uncertainty in estimating damages that have been or may be alleged and in estimating settlement outcomes.
Estimates and Assumptions
Edison International and SCE may incur a material loss in excess of amounts accrued in connection with the remaining alleged and potential claims related to the 2017/2018 Wildfire/Mudslide Events and Other Wildfire Events. Due to the number of uncertainties and possible outcomes related to the 2017/2018 Wildfire/Mudslide Events and Other Wildfire Events litigation, Edison International and SCE cannot estimate the upper end of the range of reasonably possible losses that may be incurred in connection with the 2017/2018 Wildfire/Mudslide Events or the Other Wildfire Events.
Estimated losses for wildfire litigation are based on a number of assumptions and are subject to change as additional information becomes available. Actual losses incurred may be higher or lower than estimated based on several factors, including the uncertainty in estimating damages that have been or may be alleged and uncertainty in estimating settlement outcomes. For instance, SCE receives additional information with respect to damages claimed as claims mediation and trial processes progress. Other factors that can cause actual losses incurred to be higher or lower than estimated include the ability to reach settlements and the outcomes of settlements reached through claims mediation processes, uncertainties related to the impact of outcomes of wildfire litigation against other parties and increasingly negative jury sentiments in general litigation, uncertainties related to the sufficiency of insurance held by plaintiffs, uncertainties related to litigation processes, including whether plaintiffs will ultimately pursue claims, uncertainty as to the legal and factual determinations to be made during litigation, including uncertainty as to the contributing causes of wildfire events, the complexities associated with fires that merge, as applicable for the Thomas and Koenigstein Fires, and, for the Montecito Mudslides, whether inverse condemnation will be held applicable to SCE with respect to damages caused by the mudslides, and the uncertainty as to how these factors impact future settlements.
Litigation
2017/2018 Wildfire/Mudslide Events
Wildfires in SCE's service area in December 2017 and November 2018 caused loss of life, substantial damage to both residential and business properties, and service outages for SCE customers. The investigating government agencies, the Ventura County Fire Department ("VCFD") and CAL FIRE, have determined that the largest of the 2017 fires in SCE's service area originated on December 4, 2017, in the Anlauf Canyon area of Ventura County, followed shortly thereafter by a second fire that originated near Koenigstein Road in the City of Santa Paula. According to CAL FIRE, the Thomas and Koenigstein Fires, collectively, burned over 280,000 acres, destroyed or damaged an estimated 1,343 structures and resulted in two confirmed fatalities. The largest of the November 2018 fires in SCE's service area, the Woolsey Fire, originated in Ventura County. According to CAL FIRE, the Woolsey Fire burned almost 100,000 acres, destroyed an estimated 1,643 structures, damaged an estimated 364 structures and resulted in three confirmed fatalities. Four additional fatalities are alleged to have been associated with the Woolsey Fire.
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Multiple lawsuits related to the Thomas and Koenigstein Fires and the Woolsey Fire have been initiated against SCE and Edison International. Some of the Thomas and Koenigstein Fires lawsuits claim that SCE and Edison International have responsibility for the damages caused by debris flows and flooding in Montecito and surrounding areas in January 2018 based on a theory alleging that SCE has responsibility for the Thomas and/or Koenigstein Fires and further alleging that the Thomas and/or Koenigstein Fires proximately caused the Montecito Mudslides. According to Santa Barbara County initial reports, the Montecito Mudslides destroyed an estimated 135 structures, damaged an estimated 324 structures, and resulted in 21 confirmed fatalities, with two additional fatalities presumed but not officially confirmed.
The lawsuits related to the 2017/2018 Wildfire/Mudslide Events naming SCE as a defendant have been filed by three categories of plaintiffs: individual plaintiffs, subrogation plaintiffs and public entity plaintiffs. A number of the lawsuits also name Edison International as a defendant and some of the lawsuits were filed as purported class actions. As of April 22, 2025, in addition to the outstanding claims of approximately 210 individual plaintiffs, there were alleged and potential claims of certain public entity plaintiffs, including CAL OES, outstanding. SCE has settled all fire suppression claims and subrogation plaintiffs' claims related to the 2017/2018 Wildfire/Mudslide Events.
In January 2019, SCE filed a cross-complaint against certain local public entities alleging that failures by these entities, such as failure to adequately plan for flood hazards and build and maintain adequate debris basins, roads, bridges and other channel crossings, among other things, caused, contributed to or exacerbated the losses that resulted from the Montecito Mudslides. Some of SCE's cross-claims are still outstanding.
The litigation could take a number of years to be completely resolved because of the complexity of the matters and number of plaintiffs. As of April 22, 2025, SCE has entered into settlements with approximately 13,700 individual plaintiffs in the 2017/2018 Wildfire/Mudslide Events litigation. The statutes of limitations for individual plaintiffs in the 2017/2018 Wildfire/Mudslide Events have expired.
In October 2021, SCE and the SED executed an agreement to resolve the SED's investigations into the 2017/2018 Wildfire/Mudslide Events and three other 2017 wildfires for, among other things, aggregate costs of $550 million. The $550 million in costs was composed of a $110 million fine to be paid to the State of California General Fund, $65 million of shareholder-funded safety measures, and an agreement by SCE to waive its right to seek cost recovery in CPUC-jurisdictional rates for $125 million and $250 million of third-party uninsured claims payments (and related financing costs) in the TKM litigation and the Woolsey Fire litigation, respectively. The SED Agreement provides that SCE may, on a permanent basis, exclude from its ratemaking capital structure any after-tax charges to equity or debt borrowed to finance costs incurred under the SED Agreement. The SED Agreement also imposes other obligations on SCE, including reporting requirements and safety-focused studies. SCE did not admit imprudence, negligence, or liability with respect to the 2017/2018 Wildfire/Mudslide Events in the SED Agreement.
2017 Creek Fire
The "Creek Fire" originated near Sylmar in Los Angeles County in December 2017 and burned approximately 16,000 acres, destroyed an estimated 123 structures, damaged an estimated 81 structures, and resulted in 3 civilian injuries. While the United States Forest Service's ("USFS") January 2018 report of investigation concluded that the Los Angeles Department of Water and Power ("LADWP") long-span transmission lines slapping together in high winds resulted in arcing and ignition of the fire, in August 2024, the USFS issued a supplemental report concluding that the fire was caused by SCE power lines. In 2023, the USFS dismissed its claim against LADWP and filed a claim against SCE to recover over $40 million for fire-suppression costs incurred by the USFS and environmental damage to U.S. lands. Other than for the claims of 7 individual plaintiffs related to one property that were damaged by the Creek Fire, SCE has entered into settlements or settlements in principle on all claims filed by individual and subrogation plaintiffs who filed complaints against SCE related to the fire. One damages only trial for the individual plaintiff household is currently scheduled for June 2025 in the Creek Fire litigation. SCE expects to obtain and review additional information and materials in the possession of third parties during the course of its internal reviews and the litigation process. The SED is conducting an investigation with respect to the Creek Fire. SCE has accrued charges for potential losses relating to the Creek Fire.
2019 Saddle Ridge Fire
The "Saddle Ridge Fire," originated in Los Angeles County in October 2019 and burned approximately 9,000 acres, destroyed an estimated 19 structures, damaged an estimated 88 structures, and resulted in one fatality and injuries to eight fire fighters. In August 2023, SCE received a signed report of investigation from the LAFD, in which the LAFD stated with respect to the Saddle Ridge Fire that the cause of ignition was unintentional, the form of heat was undetermined, the item first ignited was undetermined and the material type first ignited was undetermined. The LAFD report noted that no other competent ignition sources other than SCE's transmission lines were found in the specific origin area of the Saddle Ridge Fire. The SED is conducting an investigation with respect to the Saddle Ridge Fire. A jury trial for a bellwether individual plaintiff in the Saddle Ridge Fire litigation has been set for November 2025. Based on pending litigation and without considering insurance recoveries, it is reasonably possible that SCE will incur a material loss in connection with the Saddle
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Ridge Fire, but the range of reasonably possible losses that could be incurred cannot be estimated at this time. SCE has not determined that losses in connection with the Saddle Ridge Fire are probable and consequently has not accrued a charge for potential losses relating to the Saddle Ridge Fire.
2020 Bobcat Fire
The "Bobcat Fire" was reported in the vicinity of Cogswell Dam in Los Angeles County in September 2020. The USFS has reported that the Bobcat Fire burned approximately 116,000 acres in Los Angeles County, destroyed an estimated 87 homes, one commercial property and 83 minor structures, damaged an estimated 28 homes and 19 minor structures, and resulted in injuries to six firefighters. In addition, fire authorities have estimated suppression costs at approximately $80 million. An investigation into the cause of the Bobcat Fire was led by the USFS. In May 2023, SCE received a report of investigation from the USFS, in which the USFS finds that the Bobcat Fire was caused when an SCE electrical wire made contact with a tree limb. The SED has concluded its investigation of the Bobcat Fire and found no violations of its rules and regulations by SCE related to the Bobcat Fire. SCE has settled subrogation plaintiff claims and a claim brought by the United States of America against SCE and one of its contractors to recover fire-suppression costs, property and natural resource losses, and emergency response costs. Individual plaintiffs have also filed complaints against SCE related to the Bobcat Fire. As of April 22, 2025, no trials are scheduled in the Bobcat Fire litigation. SCE expects to obtain and review additional information and materials in the possession of third parties during the course of its internal reviews and the litigation process. SCE has accrued charges for potential losses relating to the Bobcat Fire.
2020 Silverado Fire
The "Silverado Fire" originated in Orange County in October 2020 and burned over 12,000 acres. The Orange County Fire Authority ("OCFA"). OCFA jointly with CAL FIRE have reported that the Silverado Fire destroyed five structures, damaged nine other structures and resulted in two firefighter injuries. There were also four other structures damaged or destroyed. In addition, methane re-generation pipelines were destroyed and approximately 200 acres of avocado orchards were damaged in the fire. Fire authorities have estimated suppression costs at approximately $20 million. An investigation into the cause of the Silverado Fire was conducted by the OCFA and CAL FIRE. OCFA and CAL FIRE concluded in their October 2020 report of investigation that contact between an SCE conductor and a T-Mobile USA, Inc. ("T-Mobile") line resulted in ignition of the Silverado Fire. In 2024, SCE paid a fine of approximately $2 million imposed by the SED for failure to comply with maintenance requirements with respect to two conductors. Multiple lawsuits related to the Silverado Fire have been filed by individual and subrogation plaintiffs, CAL FIRE, T-Mobile, County of Orange and Cal OES naming SCE as a defendant. T-Mobile has also been named as a defendant and maintains a cross-complaint against SCE and Edison International. A trial in the Silverado Fire litigation has been set for May 2025. SCE expects to obtain and review additional information and materials in the possession of third parties during the course of its internal reviews and the litigation process. SCE has accrued charges for potential losses relating to the Silverado Fire.
2022 Coastal Fire
The "Coastal Fire" originated in Orange County in May 2022 and burned approximately 200 acres. The Orange County Fire Authority ("OCFA") has reported that the Coastal Fire destroyed 20 residential structures and damaged 11 residential structures. Two firefighters also reportedly sustained minor injuries. In addition, fire authorities have estimated suppression costs at approximately $3 million. While SCE's investigation remains ongoing, SCE's information reflects that an SCE circuit in the area experienced an anomaly (a relay) approximately 2 minutes prior to the reported time of the fire. An investigation into the cause of the Coastal Fire was led by the OCFA. The OCFA has retained SCE equipment in connection with its investigation. In September 2024, SCE received a report of investigation from the OCFA, in which the OCFA finds that the Coastal Fire was unintentionally caused by sparks from overhead SCE electrical equipment igniting vegetation under the equipment. The SED is conducting an investigation with respect to the Coastal Fire. SCE has settled subrogation plaintiff claims and claims brought by County of Orange. Individual plaintiffs have also filed complaints against SCE related to the Coastal Fire. One damages only trial for one individual plaintiff household is currently scheduled for September 2025 in the Coastal Fire litigation. SCE expects to obtain and review additional information and materials in the possession of third parties during the course of its internal reviews and the litigation process. SCE has accrued charges for potential losses relating to the Coastal Fire.
2022 Fairview Fire
The "Fairview Fire" originated in Riverside County in September 2022 and burned approximately 28,000 acres. CAL FIRE has reported that the Fairview Fire destroyed 22 residential structures, damaged five residential structures, and destroyed or damaged 17 minor structures. CAL FIRE also reported two civilian fatalities, one civilian injury and two injuries to responding fire personnel. In addition, fire authorities have estimated suppression costs at $39 million. While SCE's investigation remains ongoing, SCE's information reflects that an SCE circuit in the area experienced an anomaly (a relay) approximately 8 minutes prior to the reported start time of the fire. In November 2023, SCE received a report of investigation conducted by CAL FIRE, in which CAL FIRE finds that the Fairview Fire was caused when a sagging SCE
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electrical conductor came in contact with a communication line, causing sparks to fall and ignite surrounding vegetation. In March 2025, the SED issued a citation for approximately $2 million for violations of the SED's rules and regulations, including SCE's failure to comply with clearance requirements with respect to its electrical conductor. SCE has also settled subrogation plaintiff claims related to the Fairview Fire. As of April 22, 2025, no trials are scheduled in the Fairview Fire litigation. SCE expects to obtain and review additional information and materials in the possession of third parties during the course of its internal reviews and the litigation process. SCE has accrued charges for potential losses relating to the Fairview Fire.
2025 Eaton Fire
In January 2025, several wind-driven wildfires impacted portions of SCE's service area, causing loss of life, substantial damage and service outages for SCE customers. One of the largest of these wildfires, the "Eaton Fire," ignited in SCE's service area in Los Angeles County and spread under conditions of an extreme Santa Ana windstorm.
CAL FIRE has reported that the Eaton Fire burned approximately 14,000 acres and resulted in 18 civilian fatalities and 9 fire personnel injuries/illnesses. In addition, according to preliminary information provided by CAL FIRE, the Eaton Fire destroyed approximately 6,018 single residence structures, 3,146 other minor structures, 96 multiple residences and 158 mixed commercial/residential and nonresidential commercial structures; and damaged approximately 750 residential structures, 260 other minor structures, 28 multiple residences and 35 mixed commercial/residential and nonresidential commercial structures. Fire authorities have estimated suppression costs at approximately $100 million.
The Los Angeles County Fire Department is leading the investigation into the origin and cause of the Eaton Fire, with the assistance of CAL FIRE, and has identified a preliminary area of origin of the fire. SCE has transmission facilities in the preliminary area of origin. As part of its investigation, the Los Angeles County Fire Department has requested that SCE preserve in-place its equipment in the preliminary area of origin. The SED is also conducting an investigation with respect to the Eaton Fire.
Multiple lawsuits related to the Eaton Fire have been initiated against SCE and Edison International. SCE’s ongoing internal review into the facts and circumstances of the Eaton Fire is complex and will require significant time. SCE's review includes ongoing inspections of its facilities and records and of third-party information, including analysis of concerning images and videos that suggest a possible link to SCE's transmission facilities in the preliminary area of origin, and testing. As of April 29, 2025, based on the information it has reviewed, SCE has not conclusively determined that its equipment was associated with the ignition of the Eaton Fire. SCE is also not aware of evidence conclusively pointing to another possible source of ignition. Absent additional evidence, SCE believes that its equipment could have been associated with the ignition of the Eaton Fire and, in light of pending litigation, that it is probable that Edison International and SCE will incur material losses in connection with the Eaton Fire. Given SCE's ongoing review into the cause of the Eaton Fire and, among other things, the complexities associated with estimating damages, uncertainties as to the causes that contributed to damages and the preliminary stage of formulating litigation strategies, Edison International and SCE are currently unable to reasonably estimate a range of losses that may be incurred.
Settlement of Claims
The following table presents settlements paid:
| (in millions) | Inception to March 31, 2025 | Three months ended March 31, 2025 | ||
|---|---|---|---|---|
| 2017/2018 Wildfire/Mudslide Events | $ | 9,553 | $ | 99 |
| Other Wildfire Events | 629 | 65 | ||
| Total | $ | 10,182 | $ | 164 |
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Edison International and SCE have not admitted wrongdoing or liability as part of any settlements related to the 2017/2018 Wildfire/Mudslide Events or the Other Wildfire Events. SCE continues to explore reasonable settlement opportunities with plaintiffs in outstanding wildfire litigation.
Loss Estimates
The following table presents changes in estimated losses since December 31, 2024:
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||
|---|---|---|---|---|---|---|
| Balance at December 31, 2024 | $ | 426 | $ | 575 | $ | 1,001 |
| Increase in accrued estimated losses | — | 21 | 21 | |||
| Amounts paid | (99) | (65) | (164) | |||
| Balance at March 31, 2025 | $ | 327 | $ | 531 | $ | 858 |
Edison International's and SCE's condensed consolidated balance sheets included fixed payments to be made under executed settlement agreements and accrued estimated losses presented in the tables below:
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Current portion of Wildfire-related claims liabilities1 | $ | 38 | $ | 17 | $ | 55 | ||||||||
| Long term wildfire-related claims liabilities2 | 289 | 514 | 803 | |||||||||||
| Total Balance at March 31, 2025 | $ | 327 | $ | 531 | $ | 858 | (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | ||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| Current portion of Wildfire-related claims liabilities1 | $ | 48 | $ | 12 | $ | 60 | ||||||||
| Long term wildfire-related claims liabilities2 | 378 | 563 | 941 | |||||||||||
| Total Balance at December 31, 2024 | $ | 426 | $ | 575 | $ | 1,001 |
1At March 31, 2025, current liabilities related to 2017/2018 Wildfire/Mudslide Events consisted of $17 million of settlements executed and $21 million of short-term payables under the SED Agreement. At December 31, 2024, current liabilities related to 2017/2018 Wildfire/Mudslide Events consisted of $29 million of settlements executed and $19 million of short-term payables under the SED Agreement.
2At March 31, 2025, long-term wildfire-related claims related to 2017/2018 Wildfire/Mudslide Events consisted of $33 million of long-term payables under the SED Agreement and $256 million of estimate of expected losses for remaining alleged and potential claims. At December 31, 2024, long-term wildfire-related claims related to 2017/2018 Wildfire/Mudslide Events consisted of $38 million of long-term payables under the SED Agreement and $340 million of estimate of expected losses for remaining alleged and potential claims.
Management reviews its loss estimates for remaining alleged and potential claims related to wildfire litigation quarterly. Edison International and SCE have accrued their best estimate of expected losses for remaining alleged and potential claims related to the 2017/2018 Wildfire/Mudslide Events and at the low end of the estimated range of reasonably possible losses for each of the Other Wildfire Events as no amount within the range of reasonably possible losses for each such fire appears, at this time, to be a better estimate than any other amount within the range. While Edison International and SCE may incur a material loss in excess of the amounts accrued, they cannot estimate the upper end of the range of reasonably possible losses that may be incurred in connection with the 2017/2018 Wildfire/Mudslide Events or the Other Wildfire Events.
The estimated losses for the 2017/2018 Wildfire/Mudslide Events do not include estimates of potential losses related to certain potential public entity plaintiff claims, including CAL OES's claim in the TKM litigation, for which the statute of limitations has been tolled, and for an individual plaintiff demand received in the first quarter of 2024 that continues to be analyzed and has not been substantiated, as losses from these alleged and potential claims are not estimable at this time.
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For the three months ended March 31, 2025 and 2024, SCE's condensed consolidated statements of income included wildfire-related claims, net of expected recoveries as follows:
| Three months ended March 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||||||||||
| Wildfire-related claims | $ | — | $ | 21 | $ | 21 | ||||||||
| Expected recoveries from insurance and third parties1 | — | (82) | (82) | |||||||||||
| Expected (recoveries from)/refund to CPUC customers | (1,341) | 44 | (1,297) | |||||||||||
| Expected refund to FERC customers | — | 3 | 3 | |||||||||||
| Total pre-tax gain | (1,341) | (14) | (1,355) | |||||||||||
| Income tax expense | 375 | 4 | 379 | |||||||||||
| Total after-tax gain | $ | (966) | $ | (10) | $ | (976) | Three months ended March 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||||||||||
| Wildfire-related claims | $ | 490 | $ | 180 | $ | 670 | ||||||||
| Expected recoveries from insurance and third parties2 | — | (56) | (56) | |||||||||||
| Expected revenue from FERC customers | (27) | (7) | (34) | |||||||||||
| Total pre-tax charge | 463 | 117 | 580 | |||||||||||
| Income tax benefit | (130) | (33) | (163) | |||||||||||
| Total after-tax charge | $ | 333 | $ | 84 | $ | 417 |
1For the three months ended March 31, 2025, EIS, a wholly-owned subsidiary of Edison International, incurred $50 million insurance expense, which consisted of $47 million of wildfire claims and $3 million of related legal costs. Wildfire claims were included in the insurance recoveries of SCE, offset by reduction in expected recovery from CPUC and FERC customers, and was excluded from insurance recoveries of Edison International.
2For the three months ended March 31, 2024, EIS incurred $1 million insurance expense. This amount was included in the insurance recoveries of SCE but were excluded from those of Edison International.
In total, through March 31, 2025, SCE has recorded estimated losses of $11.0 billion, expected recoveries from insurance and third parties of $2.8 billion and expected recoveries through electric rates of $1.9 billion related to the 2017/2018 Wildfire/Mudslide Events and the Other Wildfire Events. The after-tax net charges to earnings recorded through March 31, 2025, have been $4.6 billion.
Recoveries
SCE has exhausted expected insurance recoveries related to the 2017/2018 Wildfire/Mudslide Events. Expected recoveries from insurance recorded for the Other Wildfire Events are supported by SCE's insurance coverage for multiple policy years. Edison International and SCE record a receivable for insurance recoveries when recovery of a recorded loss is determined to be probable.
Recovery of SCE's losses realized in connection with the Woolsey Fire and the Other Wildfire Events in excess of available insurance is subject to approval by regulators. The CPUC and FERC may not allow SCE to recover uninsured losses through electric rates, including by requiring refund of amounts recovered, if it is determined that such losses were not prudently incurred. Under accounting standards for rate-regulated enterprises, SCE defers costs as regulatory assets in the period it concludes that such costs are probable of future recovery in electric rates. SCE utilizes objectively determinable evidence to form its view on the probability of future recovery.
While Edison International and SCE may incur material losses in excess of the amounts accrued for certain of the Other Wildfire Events, Edison International and SCE expect that additional losses incurred in connection with any such fire, other than for the Creek Fire, will be covered by insurance, subject to self-insured retentions and co-insurance, and expect that any such additional losses after expected recoveries from insurance and through electric rates will not be material.
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The following table sets forth SCE's total recoveries received since inception and expected to receive as of March 31, 2025:
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||
|---|---|---|---|---|---|---|
| Recoveries from insurance and third parties | $ | 2,000 | $ | 800 | $ | 2,800 |
| FERC recoveries | 440 | 22 | 462 | |||
| CPUC- RMBA recoveries | — | 12 | 12 | |||
| CPUC-WEMA deferral | 1,341 | 96 | 1,437 | |||
| Total | $ | 3,781 | $ | 930 | $ | 4,711 |
The following tables summarize expected recoveries from insurance and third parties, and through electric rates as of March 31, 2025 and December 31, 2024:
| March 31, 2025 | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||||||||||
| Long-term receivables from insurance and third parties | $ | — | $ | 422 | $ | 422 | ||||||||
| FERC related balancing accounts | 55 | 22 | 77 | |||||||||||
| CPUC-WEMA | 1,341 | 96 | 1,437 | |||||||||||
| Total | $ | 1,396 | $ | 540 | $ | 1,936 | December 31, 2024 | |||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||
| (in millions) | 2017/2018 Wildfire/Mudslide Events | Other Wildfire Events | Total | |||||||||||
| Long-term receivables from insurance and third parties | $ | — | $ | 434 | $ | 434 | ||||||||
| FERC related balancing accounts | 64 | 9 | 73 | |||||||||||
| CPUC-WEMA | — | 140 | 140 | |||||||||||
| Total | $ | 64 | $ | 583 | $ | 647 |
For events that occurred in 2017 and early 2018, principally the Thomas and Koenigstein Fires and Montecito Mudslides, SCE had $1.0 billion of wildfire-specific insurance coverage, subject to a self-insured retention of $10 million per occurrence. For the Woolsey Fire, SCE had an additional $1.0 billion of wildfire-specific insurance coverage, subject to a self-insured retention of $10 million per occurrence. SCE has recovered $2.0 billion from its insurance carriers in relation to the claims related to the 2017/2018 Wildfire/Mudslide Events. SCE has recorded recoveries from insurance of $18 million related to the Creek Fire. No additional insurance is available for the Creek Fire because wildfire insurance for the period in which the fire was ignited has been almost fully exhausted as a result of the TKM litigation.
SCE has approximately $1.2 billion of wildfire-specific insurance coverage for events that occurred during the period June 1, 2019 through June 30, 2020, subject to up to $165 million of co-insurance and self-insured retention, which resulted in net coverage of approximately $1.0 billion.
SCE has approximately $1.0 billion of wildfire-specific insurance coverage for events that occurred during the period July 1, 2020 through June 30, 2021, subject to up to $130 million of self-insured retention and co-insurance per fire, which results in net coverage of approximately $870 million.
SCE has approximately $1.0 billion of wildfire-specific insurance coverage for events that occurred during the period July 1, 2021 through June 30, 2022, subject to up to $163 million of self-insured retention and co-insurance per fire, which resulted in net coverage of approximately $837 million.
SCE has approximately $1.0 billion of wildfire-specific insurance coverage for events that occurred during the period July 1, 2022 through June 30, 2023, subject to up to $63 million of self-insured retention and co-insurance per fire, which results in net coverage of approximately $937 million.
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SCE's wildfire insurance expense for the July 1, 2022 through June 30, 2023 policy period was approximately $450 million, of which $357 million was paid to commercial insurance carriers (commercial insurance carriers other than EIS are referred to herein as "Third-Party Commercial Insurers"). The difference between the Third-Party Commercial Insurer cost and total cost for the July 1, 2022 through June 30, 2023 policy period was paid in premiums to EIS (see Note 17 for further information). Wildfire insurance premiums paid for the July 1, 2022 through June 30, 2023 policy period are being recovered through customer rates. As a result of an EIS insurance policy amendment, in the first quarter of 2025, EIS recorded a $50 million wildfire insurance expense (by utilizing the premiums already collected as discussed above), and SCE recorded the corresponding insurance recovery from EIS, which reduced expected WEMA recoveries. On the Edison International consolidated statements of income, the EIS insurance expense is eliminated with SCE's insurance recovery from EIS.
In May 2023, the CPUC allowed SCE to establish an expanded self-insurance program for wildfire-related costs that will be funded through CPUC-jurisdictional rates, in lieu of obtaining wildfire liability insurance from the commercial insurance market. Beginning on July 1, 2023, SCE implemented its customer-funded wildfire self-insurance program. In 2023 and 2024 SCE collected $150 million and $300 million, respectively, through CPUC-jurisdictional rates in support of SCE's customer-funded wildfire self-insurance program. As of March 31, 2025, SCE has collected $74 million for the January 1, 2025 through December 31, 2025 period for its customer-funded wildfire self-insurance and is authorized to collect an additional $226 million through December 31, 2025.
In July 2024, the CPUC issued a decision in the 2025 GRC proceeding authorizing this self-insurance framework to continue through at least 2028, supporting a self-insurance fund of up to $1.0 billion per policy year. Through 2028, $300 million will be collected annually until a total available self-insurance accrual amount of $1.0 billion is achieved. If losses are accrued for wildfire-related claims for wildfires that occur between July 1, 2023 and the end of 2028, customer rates will be increased in subsequent years, as needed, to allow for full recovery of the amounts accrued up to $1.0 billion per policy year, subject to a shareholder contribution of 2.5% of any self-insurance costs ultimately paid exceeding $500 million in any policy year, up to a maximum annual contribution of $12.5 million per policy year. SCE's self-insurance program meets its obligation to maintain reasonable insurance coverage under AB 1054 for the January 1, 2025 through December 31, 2025 period.
Recoveries through Electric Rates
CPUC recoveries pre-AB 1054
Regulatory recovery of SCE's losses realized in connection with the 2017/2018 Wildfire/Mudslide Events in excess of available insurance is subject to approval by regulators. Under accounting standards for rate-regulated enterprises, SCE defers costs as regulatory assets in the period it concludes that such costs are probable of future recovery in electric rates. SCE utilizes objectively determinable evidence to form its view on probability of future recovery. The only directly comparable precedent in which a California investor-owned utility sought recovery for uninsured wildfire claims related costs and the CPUC made a prudency determination is SDG&E's requests for cost recovery related to 2007 wildfire activity, where the FERC allowed recovery of all FERC-jurisdictional wildfire claims related costs while the CPUC rejected recovery of all CPUC-jurisdictional wildfire claims related costs based on a determination that SDG&E did not meet the CPUC's prudency standard ("SDG&E Decision"). The SDG&E Decision is evidence of a California investor-owned utility seeking recovery for uninsured wildfire-related costs and FERC allowing recovery of all FERC-jurisdictional wildfire-related costs while the CPUC rejected recovery of all CPUC-jurisdictional wildfire-related costs based on a determination that the utility did not meet the CPUC's prudency standard.
In August 2023, SCE filed an application to seek CPUC-jurisdictional rate recovery of prudently incurred losses related to the Thomas Fire, the Koenigstein Fire and the Montecito Mudslides, consisting of uninsured claims and associated costs, including legal costs and financing costs. In January 2025, the CPUC approved the TKM Settlement Agreement and closed the proceeding. Under the TKM Settlement Agreement, SCE is authorized to recover 60%, or approximately $1.6 billion, of approximately $2.7 billion of losses, consisting of approximately $1.3 billion of uninsured claims paid as of May 31, 2024 and $0.3 billion of associated costs, composed of legal fees and financing costs incurred as of May 31, 2024 and estimated ongoing financing costs. SCE is also authorized to recover 60% of claims paid and related costs incurred after May 31, 2024, other than for $125 million of uninsured claims and related financing costs which SCE waived its right to seek recovery of under the SED Agreement. As a result, in the first quarter of 2025, SCE recorded a regulatory asset of $1.6 billion for recoveries authorized under the TKM Settlement Agreement, consisting of $1.3 billion uninsured claims and $0.3 billion associated costs, including legal and financing costs. SCE was also authorized to recover approximately $55 million of approximately $65 million in incremental restoration costs, inclusive of operations and maintenance expenses, incurred related to the Thomas and Koenigstein Fires. Additionally, SCE recorded $50 million of shareholder-funded wildfire mitigation expenses.
In October 2024, SCE filed an application (the "Woolsey Application") to seek CPUC-jurisdictional rate recovery of $5.4 billion of prudently incurred losses related to the Woolsey Fire, consisting of approximately $4.4 billion of uninsured
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claims paid as of August 31, 2024 and $1.0 billion of associated costs, composed of legal and financing costs incurred as of August 31, 2024 and estimated ongoing financing costs. The CPUC may not allow SCE to recover uninsured losses related to the Woolsey Fire and through electric rates if it is determined that such losses were not prudently incurred. SCE is also seeking recovery of approximately $84 million in restoration costs in the proceeding. These assets are impaired if the restoration costs are permanently disallowed by the CPUC.
The CPUC did not make a determination regarding SCE's prudency when it approved the TKM Settlement Agreement. Therefore, notwithstanding CPUC approval of the TKM Settlement Agreement, SCE believes that the CPUC's interpretation and application of the prudency standard to SDG&E continues to create substantial uncertainty regarding how that standard will be applied to an investor-owned utility in wildfire cost-recovery proceedings for fires ignited prior to July 12, 2019. Consequently, SCE is unable to estimate the uninsured CPUC-jurisdictional claims related costs related to the Woolsey Fire or Creek Fire, both pre-AB 1054 events, that are probable of future recovery, and will not record a regulatory asset for recoveries related to the Woolsey Fire or Creek Fire in connection with the approval of the TKM Settlement Agreement. SCE will continue to evaluate the facts and circumstances of cost recovery proceedings applicable to pre-AB 1054 wildfires to determine if and when a regulatory asset for pre-AB 1054 wildfire events may be recorded.
CPUC recoveries post-AB 1054
The SDG&E Decision was prior to the adoption of AB 1054 on July 12, 2019, after which date AB 1054 clarified that the CPUC must find a utility to be prudent if the utility's conduct related to the ignition was consistent with actions that a reasonable utility would have undertaken in good faith under similar circumstances, at the relevant point in time, and based on the information available at that time. Further, utilities with a valid safety certification at the time of the relevant wildfire will be presumed to have acted prudently related to a wildfire ignition unless a party in the cost recovery proceeding creates serious doubt as to the reasonableness of the utility's conduct, at which time, the burden shifts back to the utility to prove its conduct was prudent.
Each of the Other Wildfire Events discussed above, with the exception of the Creek Fire, was ignited after July 12, 2019, and SCE has held a valid safety certification since July 15, 2019. While a California investor-owned utility has not yet sought a prudency review related to recovery for uninsured claims and other costs related to wildfires ignited after the adoption of AB 1054, SCE believes that for fires ignited after July 12, 2019, and for investor-owned utilities holding a safety certification at the time of the fire, the CPUC will apply a standard of review similar to that applied by the FERC which presumes all costs requested by an investor-owned utility are reasonable and prudent unless serious doubt as to the reasonableness of the utility's conduct is created. As such, SCE has concluded, at this time, that uninsured CPUC-jurisdictional wildfire-related costs related to those Other Wildfire Events occurring after AB 1054 that it has deferred as regulatory assets are probable of recovery through electric rates. SCE will continue to evaluate the probability of recovery based on available evidence, including regulatory decisions, including any CPUC decisions illustrating the interpretation and/or application of the prudency standard under AB 1054, and, for each applicable fire, evidence that could create serious doubt as to the reasonableness of SCE's conduct relative to that fire. The CPUC may not allow SCE to recover uninsured losses related to the Other Wildfire Events through electric rates if it is determined that such losses were not prudently incurred.
FERC recoveries
Through the operation of its FERC Formula Rate, and based upon the precedent established in SDG&E's recovery of FERC-jurisdictional wildfire-related costs, SCE believes it is probable it will recover its FERC-jurisdictional costs related to the 2017/2018 Wildfire/Mudslide Events and Other Wildfire Events. FERC recoveries are subject to refund, and SCE will continue to evaluate the probability of recovery of FERC-jurisdictional costs related to the 2017/2018 Wildfire/Mudslide Events and Other Wildfire Events based on available evidence, including any FERC decisions to allow or disallow recovery of FERC-jurisdictional wildfire related costs based on a state regulator's decision on whether to permit recovery of related costs. FERC recoveries related to the 2017/2018 Wildfire/Mudslide Events and Other Wildfire Events are subject to refund.
Environmental Remediation
SCE records its environmental remediation and restoration liabilities when site assessments and/or remedial actions are probable and a range of reasonably likely cleanup costs can be estimated. SCE reviews its sites and measures the liability quarterly, by assessing a range of reasonably likely costs for each identified site using currently available information, including existing technology, presently enacted laws and regulations, experience gained at similar sites, and the probable level of involvement and financial condition of other potentially responsible parties. These estimates include costs for site investigations, remediation, operation and maintenance, monitoring, and site closure. Unless there is a single probable amount, SCE records the lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
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At March 31, 2025, SCE's recorded estimated minimum liability to remediate its 19 identified material sites (sites with a liability balance at March 31, 2025, in which the upper end of the range of expected costs is at least $1 million) was $226 million, including $152 million related to San Onofre. In addition to these sites, SCE also has 16 immaterial sites with a liability balance as of March 31, 2025, for which the total minimum recorded liability was $4 million. Of the $230 million total environmental remediation liability for SCE, $219 million has been recorded as a regulatory asset. SCE expects to recover $34 million through an incentive mechanism that allows SCE to recover 90% of its environmental remediation costs at certain sites (SCE may request to include additional sites in this mechanism) and $185 million through proceedings that allow SCE to recover up to 100% of the costs incurred at certain sites through customer rates. SCE's identified sites include several sites for which there is a lack of currently available information, including the nature and magnitude of contamination, and the extent, if any, that SCE may be held responsible for contributing to any costs incurred for remediating these sites. Thus, no reasonable estimate of cleanup costs can be made for these sites.
The ultimate costs to clean up SCE's identified sites may vary from its recorded liability due to numerous uncertainties inherent in the estimation process, such as: the extent and nature of contamination; the scarcity of reliable data for identified sites; the varying costs of alternative cleanup methods; developments resulting from investigatory studies; the possibility of identifying additional sites; and the time periods over which site remediation is expected to occur. SCE believes that, due to these uncertainties, it is reasonably possible that cleanup costs at the identified material sites and immaterial sites could exceed its recorded liability by up to $98 million and $2 million, respectively. The upper limit of this range of costs was estimated using assumptions least favorable to SCE among a range of reasonably possible outcomes.
SCE expects to clean up and mitigate its identified sites over a period of up to 35 years. Remediation costs for each of the next five years are expected to range from $9 million to $21 million. Costs incurred for the three months ended March 31, 2025 and 2024 were $4 million and $2 million, respectively, and were included in the "Operation and maintenance" expense on Edison International's and SCE's condensed consolidated statements of income.
Based upon the CPUC's regulatory treatment of environmental remediation costs incurred at SCE, SCE believes that costs ultimately recorded will not materially affect its results of operations, financial position, or cash flows. There can be no assurance, however, that future developments, including additional information about existing sites or the identification of new sites, will not require material revisions to estimates.
Nuclear Insurance
SCE is a member of Nuclear Electric Insurance Limited ("NEIL"), a mutual insurance company owned by entities with nuclear facilities. NEIL provides insurance for nuclear property damage, including damages caused by acts of terrorism up to specified limits, and for accidental outages for active facilities. The amount of nuclear property damage insurance purchased for San Onofre and Palo Verde exceeds the minimum federal requirement of $50 million and $1.1 billion, respectively. If NEIL losses at any nuclear facility covered by the arrangement were to exceed the accumulated funds for these insurance programs, SCE could be assessed retrospective premium adjustments of up to approximately $17 million per year.
Federal law limits public offsite liability claims for bodily injury and property damage from a nuclear incident to the amount of available financial protection, which is currently approximately $560 million for San Onofre and $16.3 billion for Palo Verde. SCE and other owners of San Onofre and Palo Verde have purchased the maximum private primary insurance available through a Facility Form issued by American Nuclear Insurers. SCE withdrew from participation in the secondary insurance pool for San Onofre for offsite liability insurance effective January 5, 2018. Based on its ownership interests in Palo Verde, SCE could be required to pay a maximum of approximately $79 million per nuclear incident for future incidents. However, it would have to pay no more than approximately $12 million per future incident in any one year. Based on its ownership interests in San Onofre and Palo Verde prior to January 5, 2018, SCE could be required to pay a maximum of approximately $255 million per nuclear incident and a maximum of $38 million per year per incident for liabilities arising from events prior to January 5, 2018, although SCE is not aware of any such events.
Note 13. Equity
Common Stock
Stock Repurchase Programs
On December 12, 2024, the Edison International Board of Directors authorized a stock repurchase program effective February 20, 2025, for repurchase of up to $75 million of its common stock until February 18, 2026 ("2025 Repurchase Program"). The 2025 Repurchase Program will be used to offset dilution from common stock issued under Edison International's long-term incentive compensation programs and will be funded using Edison International's working capital.
The timing and the amount of any repurchased common stock will be determined by Edison International's management based on their evaluation of market conditions and other factors. The 2025 Repurchase Program may be executed through
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various methods, including open market purchases, privately negotiated transactions, and other transactions in accordance with applicable securities laws. Any repurchased shares of common stock will be retired. The 2025 Repurchase Program does not obligate Edison International to acquire any particular amount of common stock, and it may be suspended or discontinued at any time at its discretion.
During the three months ended March 31, 2025, Edison International repurchased and retired 500,000 shares under the 2025 Repurchase Program for an average price of $58.97 per share. As of March 31, 2025, $46 million authorized repurchase amount remained under the 2025 Share Repurchase Program.
Note 14. Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss, net of tax, are as follows:
| Edison International | SCE | |||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Beginning balance | $ | — | $ | (9) | $ | (9) | $ | (12) |
| Pension and PBOP: | ||||||||
| Reclassified from accumulated other comprehensive loss1 | — | — | — | 1 | ||||
| Change | — | — | — | 1 | ||||
| Ending balance | $ | — | $ | (9) | $ | (9) | $ | (11) |
1These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 9 for additional information.
Note 15. Other Income, Net
Other income net of expenses is as follows:
| Three months ended<br>March 31, | ||||
|---|---|---|---|---|
| (in millions) | 2025 | 2024 | ||
| SCE other income (expense): | ||||
| Equity AFUDC | $ | 46 | $ | 47 |
| Increase in cash surrender value of life insurance policies and life insurance benefits | 10 | 12 | ||
| Interest income | 43 | 64 | ||
| Net periodic benefit income – non-service components | 21 | 22 | ||
| Civic, political and related activities and donations | (5) | (7) | ||
| Other | (4) | (3) | ||
| Total SCE other income, net | 111 | 135 | ||
| Other income (expense) of Edison International Parent and Other: | ||||
| Net loss on equity securities | (6) | — | ||
| Interest income and other | 2 | 3 | ||
| Total Edison International other income, net | $ | 107 | $ | 138 |
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Note 16. Supplemental Cash Flows Information
Supplemental cash flows information is:
| Edison International | SCE | |||||||
|---|---|---|---|---|---|---|---|---|
| Three months ended March 31, | ||||||||
| (in millions) | 2025 | 2024 | 2025 | 2024 | ||||
| Cash payments (receipts): | ||||||||
| Interest, net of amounts capitalized | $ | 372 | $ | 348 | $ | 337 | $ | 322 |
| Income taxes, net | — | — | — | — | ||||
| Non-cash financing and investing activities: | ||||||||
| Dividends declared but not paid: | ||||||||
| Common stock | 319 | 300 | 430 | 360 | ||||
| Preference stock of SCE | — | 9 | — | 9 |
SCE's accrued capital expenditures at March 31, 2025 and 2024 were $731 million and $620 million, respectively. Accrued capital expenditures are included in investing activities in the condensed consolidated statements of cash flows in the periods paid.
Note 17. Related-Party Transactions
In July 2022, SCE purchased wildfire liability insurance for premiums of $273 million from EIS, for the period to June 30, 2023. SCE subsequently did not renew or purchase wildfire liability insurance from EIS for additional periods. In lieu of obtaining wildfire liability insurance from the commercial insurance market, SCE implemented its customer-funded wildfire self-insurance program beginning July 1, 2023. In addition, one of the EIS wildfire liability insurance policies was amended in February 2025 to reimburse SCE for $50 million in claim costs and related legal expenses for a wildfire occurring during the July 1, 2022 through June 30, 2023 policy period. For further information, see Note 12. The expected insurance recoveries from previously purchased wildfire-related insurance from EIS included in SCE's condensed consolidated balance sheets were $303 million at both March 31, 2025 and December 31, 2024.
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CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The management of Edison International and SCE, under the supervision and with the participation of Edison International's and SCE's respective Chief Executive Officers and Chief Financial Officers, have evaluated the effectiveness of Edison International's and SCE's disclosure controls and procedures (as that term is defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended), respectively, as of the end of the first quarter of 2025. Based on that evaluation, Edison International's and SCE's respective Chief Executive Officers and Chief Financial Officers have each concluded that, as of the end of the period, Edison International's and SCE's disclosure controls and procedures, respectively, were effective.
Changes in Internal Control Over Financial Reporting
There were no changes in Edison International's or SCE's internal control over financial reporting, respectively, during the first quarter of 2025 that have materially affected, or are reasonably likely to materially affect, Edison International's or SCE's internal control over financial reporting.
Jointly Owned Utility Plant
Edison International's and SCE's respective scope of evaluation of internal control over financial reporting includes their Jointly Owned Utility Projects as discussed in "Notes to Consolidated Financial Statements—Note 2. Property, Plant and Equipment" in the 2024 Form 10-K.
LEGAL PROCEEDINGS
2017/2018 Wildfire/Mudslide Events
The lawsuits related to the 2017/2018 Wildfire/Mudslide Events naming SCE as a defendant have been filed by three categories of plaintiffs: individual plaintiffs, subrogation plaintiffs and public entity plaintiffs. A number of the lawsuits also name Edison International as a defendant and some of the lawsuits were filed as purported class actions. As of April 22, 2025, in addition to the outstanding claims of approximately 210 claims of approximately 15,000 initial individual plaintiffs, there were alleged and potential claims of certain public entity plaintiffs, including CAL OES, outstanding. SCE has settled all fire suppression claims and subrogation plaintiffs' related to the 2017/2018 Wildfire/Mudslide Events. The litigation could take a number of years to be completely resolved because of the complexity of the matters and number of plaintiffs. The statutes of limitations for individual plaintiffs in the 2017/2018 Wildfire/Mudslide Events have expired.
As of April 22, 2025, SCE was aware of approximately 20 pending unsettled lawsuits representing approximately 50 individual plaintiffs related to the Thomas and Koenigstein Fires and the Montecito Mudslides naming SCE as a defendant. Approximately 10 of the approximately 20 lawsuits also name Edison International as a defendant based on its ownership and alleged control of SCE. One of the lawsuits was filed as a purported class action. The lawsuits, which have been filed in the superior courts of Ventura, Santa Barbara and Los Angeles Counties allege, among other things, negligence, inverse condemnation, trespass, private nuisance, and violations of the public utilities and health and safety codes. SCE and certain of the individual plaintiffs in the Thomas and Koenigstein Fire litigation have been pursuing settlements of claims under a mediation program adopted to promote an efficient and orderly settlement process. As of April 22, 2025, no trials are scheduled in the TKM litigation.
As of April 22, 2025, SCE was aware of approximately 60 currently pending unsettled lawsuits representing approximately 160 individual plaintiffs related to the Woolsey Fire naming SCE as a defendant. Approximately 50 of the 60 lawsuits also name Edison International as a defendant based on its ownership and alleged control of SCE. The lawsuits, which have been filed in the superior courts of Ventura and Los Angeles Counties allege, among other things, negligence, inverse condemnation, personal injury, wrongful death, trespass, private nuisance, and violations of the public utilities and health and safety codes. SCE and certain of the individual plaintiffs in the Woolsey Fire litigation have been pursuing settlements of claims under a mediation program adopted to promote an efficient and orderly settlement process. As of April 22, 2025, damages only trials have been set for August 2025 and February 2026 for two individual plaintiff households in the Woolsey Fire litigation.
The Thomas and Koenigstein Fires and Montecito Mudslides lawsuits are being coordinated in the Los Angeles Superior Court. The Woolsey Fire lawsuits have also been coordinated in the Los Angeles Superior Court.
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Eaton Fire
In January 2025, several wind-driven wildfires impacted portions of SCE's service area, causing loss of life, substantial damage and service outages for SCE customers. One of the largest of these wildfires, the Eaton Fire, ignited in SCE's service area in Los Angeles County and spread under conditions of an extreme Santa Ana windstorm.
As of April 22, 2025, SCE was aware of approximately 200 currently pending unsettled lawsuits representing approximately 3,600 individual plaintiffs, subrogation lawsuits, and lawsuits by the County of Los Angeles and local municipalities including the City of Pasadena and City of Sierra Madre related to the Eaton Fire naming SCE and Edison International as defendants.
For information on the 2017/2018 Wildfire/Mudslide Events and the Eaton Fire, see "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides" in this report.
Environmental Proceedings
Each of Edison International and SCE have elected to disclose environmental proceedings described in Item 103(c)(3)(iii) of Regulation S-K unless it reasonably believes that such proceeding will result in no monetary sanctions, or in monetary sanctions, exclusive of interest and costs, of less than $1.0 million.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Purchases of Equity Securities by Edison International and Affiliated Purchasers
The following table contains information about all purchases of Edison International's common stock made by or on behalf of Edison International in the first quarter of 2025. For further information about Edison International's common stock repurchase programs, see "Notes to Condensed Consolidated Financial Statements—Note 13 Equity."
| (a) Total<br><br>Number of Shares (or Units Purchased)1 | (b) Average Price Paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs | |||
|---|---|---|---|---|---|---|
| January 1, 2025 to <br>January 31, 2025 | — | — | — | — | ||
| February 1, 2025 to <br>February 28, 2025 | — | — | — | — | ||
| March 1, 2025 to <br>March 31, 2025 | 500,000 | $ | 58.97 | 500,000 | $ | 45,514,624 |
| Total | 500,000 | $ | 58.97 | 500,000 | $ | 45,514,624 |
1Purchases were made pursuant to Edison International's 2025 common stock repurchase program disclosed in the 2024 10-K .
OTHER INFORMATION
Trading Plans
During the quarter ended March 31, 2025, no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements (in each case, as defined in Item 408(a) of Regulation S-K).
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EXHIBITS
| Exhibit Number | Description |
|---|---|
| 10.1** | Form of Long-Term Incentives Award Agreement under the Edison International 2007 Performance Incentive Plan |
| 10.2** | Edison International 2008 Executive Retirement Plan, as amended and restated effective February 26, 2025 |
| 10.3** | Edison International 2008 Executive Severance Plan, as amended and restated effective February 26, 2025 |
| 31.1 | Certifications of the Chief Executive Officer and Chief Financial Officer of Edison International pursuant to Section 302 of the Sarbanes-Oxley Act |
| 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 |
| 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 |
| 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 |
| 101.1 | Financial statements from the quarterly report on Form 10-Q of Edison International for the quarter ended March 31, 2025, filed on April 29, 2025, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements |
| 101.2 | Financial statements from the quarterly report on Form 10-Q of Southern California Edison Company for the quarter ended March 31, 2025, filed on April 29, 2025, formatted in Inline XBRL: (i) the Condensed Consolidated Statements of Income; (ii) the Condensed Consolidated Statements of Comprehensive Income; (iii) the Condensed Consolidated Balance Sheets; (iv) the Condensed Consolidated Statements of Cash Flows; and (v) the Notes to Condensed Consolidated Financial Statements |
| 104 | The cover page of this report formatted in Inline XBRL (included as Exhibit 101) |
__________________________________________________________________
**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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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/ Kara G. Ryan | By: | /s/ Kara G. Ryan |
| Kara G. Ryan<br>Vice President, Chief Accounting Officer and Controller<br>(Duly Authorized Officer and Principal Accounting Officer) | Kara G. Ryan<br>Vice President, Chief Accounting Officer and Controller<br>(Duly Authorized Officer and Principal Accounting Officer) | ||
| Date: | April 29, 2025 | Date: | April 29, 2025 |
59
Document
Exhibit 10.1
EDISON INTERNATIONAL
2007 Performance Incentive Plan
Grant Certificate for Nonqualified Stock Options
The terms defined in the Edison International 2007 Performance Incentive Plan (as amended from time to time, the “Plan”) of Edison International, a California corporation (“EIX”) shall have the same defined meanings in this Grant Certificate (this “Grant Certificate”) and the Long-Term Incentives Terms and Conditions attached hereto as Exhibit A (the “Terms” and, together with the Grant Certificate, this “Agreement”). In the event of a conflict between the provisions of the Plan and this Agreement and/or any descriptive materials provided to you, the provisions of the Plan shall prevail, and, in the event of a conflict between this Agreement and any descriptive materials provided to you, this Agreement shall prevail. EIX hereby grants to you (the “Holder”) the following award of nonqualified stock options subject to the terms and conditions set forth in this Agreement and the Plan:
| Name of the Holder: | [_____] |
|---|---|
| Grant Date: | [_____] |
| Stock Options: | Nonqualified stock options to purchase [_____] shares of Common Stock (“Stock Options”) at an exercise price of $[_____] per share (the “Exercise Price”).<br><br>Subject to Sections 7 and 8 of the Terms, the Stock Options shall vest as follows: [_____].<br><br>The Stock Options shall expire on [_____] (the “Expiration Date”). |
| Service Requirement: | Subject to Sections 7 and 8 of the Terms, the vesting of this award shall be subject to the Holder’s continuous employment with EIX or its affiliates (each, a “Company” and collectively, the “Companies”) through the applicable vesting dates. |
HOLDER MAY REJECT THIS AWARD BY NOTIFYING EIX NO LATER THAN THE FIFTH BUSINESS DAY FOLLOWING RECEIPT OF THIS AGREEMENT. FAILURE TO REJECT THIS AWARD WITHIN SUCH PERIOD SHALL BE DEEMED ACCEPTANCE OF THIS AWARD AND THE TERMS AND CONDITIONS OF THE AWARD AGREEMENT, EFFECTIVE AS OF THE GRANT DATE.
EDISON INTERNATIONAL
2007 Performance Incentive Plan
Grant Certificate for Restricted Stock Units
The terms defined in the Edison International 2007 Performance Incentive Plan (as amended from time to time, the “Plan”) of Edison International, a California corporation (“EIX”) shall have the same defined meanings in this Grant Certificate (this “Grant Certificate”) and the Long-Term Incentives Terms and Conditions attached hereto as Exhibit A (the “Terms” and, together with the Grant Certificate, this “Agreement”). In the event of a conflict between the provisions of the Plan and this Agreement and/or any descriptive materials provided to you, the provisions of the Plan shall prevail, and, in the event of a conflict between this Agreement and any descriptive materials provided to you, this Agreement shall prevail. EIX hereby grants to you (the “Holder”) the following award of restricted stock units subject to the terms and conditions set forth in this Agreement and the Plan:
| Name of the Holder: | [_____] |
|---|---|
| Grant Date: | [_____] |
| Restricted Stock Units: | Subject to Sections 7 and 8 of the Terms, a grant of [_____] restricted stock units (“Restricted Stock Units”) that will vest and become payable on [_____]. |
| Service Requirement: | Subject to Sections 7 and 8 of the Terms, the vesting of this award shall be subject to the Holder’s continuous employment with EIX or its affiliates (each, a “Company” and collectively, the “Companies”) through the applicable vesting date. |
HOLDER MAY REJECT THIS AWARD BY NOTIFYING EIX NO LATER THAN THE FIFTH BUSINESS DAY FOLLOWING RECEIPT OF THIS AGREEMENT. FAILURE TO REJECT THIS AWARD WITHIN SUCH PERIOD SHALL BE DEEMED ACCEPTANCE OF THIS AWARD AND THE TERMS AND CONDITIONS OF THE AWARD AGREEMENT, EFFECTIVE AS OF THE GRANT DATE.
EDISON INTERNATIONAL
2007 Performance Incentive Plan
Grant Certificate for Performance Shares
The terms defined in the Edison International 2007 Performance Incentive Plan (as amended from time to time, the “Plan”) of Edison International, a California corporation (“EIX”) shall have the same defined meanings in this Grant Certificate (this “Grant Certificate”) and the Long-Term Incentives Terms and Conditions attached hereto as Exhibit A (the “Terms” and, together with the Grant Certificate, this “Agreement”). In the event of a conflict between the provisions of the Plan and this Agreement and/or any descriptive materials provided to you, the provisions of the Plan shall prevail, and, in the event of a conflict between this Agreement and any descriptive materials provided to you, this Agreement shall prevail. EIX hereby grants to you (the “Holder”) the following award of performance shares subject to the terms and conditions set forth in this Agreement and the Plan:
| Name of the Holder: | [_____] |
|---|---|
| Grant Date: | [_____] |
| Performance Shares: | The following grant of restricted stock units subject to performance-based vesting conditions:<br><br>•A target grant of [_____] restricted stock units that may be eligible to vest based upon the achievement of total shareholder return by EIX as described in Annex 1 (the “TSR Performance Shares”); and<br><br>•A target grant of [_____] restricted stock units that may be eligible to vest based upon the achievement of earnings per share by EIX as described in Annex 1 (the “EPS Performance Shares” and together with the TSR Performance Shares, the “Performance Shares”).<br><br>Subject to Sections 7 and 8 of the Terms, the Performance Shares shall be eligible to vest on the applicable date set forth in Annex 1 based on the achievement of the applicable performance measures set forth in Annex 1 (the “Performance Goals”) during the applicable performance period described in Annex 1 (the “Performance Period”).<br><br>The actual number of TSR Performance Shares and EPS Performance Shares that may vest based on the achievement of the performance measures set forth in Annex 1 may range from [___]% to [___]% of the target numbers set forth above. |
| Service Requirement: | Subject to Sections 7 and 8 of the Terms, the vesting of this award shall be subject to the Holder’s continuous employment with EIX or its affiliates (each, a “Company” and collectively, the “Companies”) through the applicable vesting dates. |
HOLDER MAY REJECT THIS AWARD BY NOTIFYING EIX NO LATER THAN THE FIFTH BUSINESS DAY FOLLOWING RECEIPT OF THIS AGREEMENT. FAILURE TO REJECT THIS AWARD WITHIN SUCH PERIOD SHALL BE DEEMED ACCEPTANCE OF THIS AWARD AND THE TERMS AND CONDITIONS OF THE AWARD AGREEMENT, EFFECTIVE AS OF THE GRANT DATE.
Annex 1
Performance Measures for TSR Performance Shares and EPS Performance Shares
The terms set forth in this Annex 1 shall only apply to the Performance Shares granted on the Grant Date. Unless otherwise defined herein, the terms defined in the Plan, Grant Certificate and the Terms shall have the same defined meanings in this Annex 1. In the event of a conflict, the provisions of the Plan shall prevail.
1.TSR Performance Shares.
[To include performance goals specific to TSR Performance Measures.]
2.EPS Performance Shares.
[To include performance goals specific to EPS Performance Measures.]
Exhibit A
EDISON INTERNATIONAL
2007 Performance Incentive Plan
Long-Term Incentives Terms and Conditions
1.GRANT OF AWARDS
This Agreement evidences the grant by EIX on the Grant Date to the Holder of the long-term incentive awards set forth on the Grant Certificate under the Plan (the “Awards”). The Holder hereby acknowledges that a copy of the Plan has been made available to the Holder, and the Plan is incorporated herein by reference and made a part of this Agreement. The Administrator of the Awards shall be the Compensation and Executive Personnel Committee of the EIX Board of Directors (the “Committee”).
2.STOCK OPTIONS
2.1Exercise Price. The Exercise Price of the Stock Options stated in the Grant Certificate is the closing price (in regular trading) of one share of Common Stock on the New York Stock Exchange on the Grant Date.
2.2Cumulative Exercisability; Term of Option. The vested portions of the Stock Options will accumulate to the extent not exercised, and be exercisable by the Holder in any subsequent period but not later than the Expiration Date or, if earlier, the termination of the Stock Options pursuant to Section 7 or Section 8.
2.3Method of Exercise. The Holder may exercise a Stock Option by providing written notice to EIX on the form prescribed by the Committee for this purpose, or completion of such other Stock Option exercise procedures as EIX may prescribe, accompanied by full payment of the aggregate Exercise Price for the Stock Options being exercised. At the discretion of the Holder, such aggregate Exercise Price may be paid as follows: (i) using cash or its equivalent acceptable to EIX; (ii) using shares of Common Stock owned by the Holder with the number of shares used to pay such aggregate Exercise Price determined by dividing the aggregate Exercise Price for the Stock Options being exercised by the Fair Market Value of one share of Common Stock on the date of exercise; or (iii) using shares of Common Stock that would have otherwise been delivered to the Holder upon such exercise with the number of shares used to pay such aggregate Exercise Price determined by dividing the aggregate Exercise Price for the Stock Options being exercised by either the Fair Market Value or applicable sales price (as determined by the Administrator) of one share of Common Stock on the date of exercise (including, without limitation and as determined by the Administrator, through “withhold to cover” or a broker-assisted “sell-to-cover”), in each case, subject to such procedures and Company policies as may be determined by the Administrator from time to time.
2.4Automatic Exercise. Unless otherwise determined by the Committee prior to the Expiration Date, all of the Stock Options that are vested and unexercised as of the end of the normal trading day on the Exchange on the Expiration Date shall automatically be exercised by EIX on behalf of the Holder on the Expiration Date, provided that such Stock Options shall only be automatically exercised if (i) the Exercise Price is lower than the Fair Market Value of one share of Common Stock on the Expiration Date; (ii) the Holder has been continuously employed by the Companies through the Expiration Date; and (iii) the exercise by EIX complies with all applicable legal requirements. The aggregate Exercise Price for automatically exercised Stock Options shall be satisfied using shares of Common Stock that would have otherwise been delivered to the Holder upon such exercise with the number of such shares determined by dividing the aggregate Exercise Price for the Stock Options being automatically exercised by the Fair Market Value or applicable sales price (as determined by the Administrator) of one share of Common Stock on the date of exercise (including, without limitation and as determined by the Administrator, through “withhold to cover” or a broker-assisted “sell-to-cover”), in each case, subject to such procedures and Company policies as may be determined by the Administrator from time to time.
3.PERFORMANCE SHARES
3.1Performance Shares. The TSR Performance Shares and the EPS Performance Shares set forth in the Grant Certificate will be referred to herein as the “Performance Shares”. Each Performance Share represents the right to receive one share of Common Stock upon the vesting of such Performance Share, as determined in accordance with the terms of this Agreement and the Plan, and subject to the satisfaction of the applicable Performance Goals. The actual number of TSR Performance Shares and EPS Performance Shares that may vest based on the achievement of the applicable Performance Goals shall be determined by the Committee (or a subcommittee thereof). The TSR Performance Shares and EPS Performance Shares will be increased
by any additional Performance Shares created by reinvestment of dividend equivalents as provided in Section 3.2.
3.2Dividend Equivalent Reinvestment. For each dividend declared on one share of Common Stock for which the ex-dividend date falls on or after the Grant Date and before all of the Performance Shares either have been settled or have terminated pursuant to this Agreement, the Holder will be credited with an additional number of target Performance Shares equal to (i) the per-share cash dividend paid by EIX with respect to the related ex-dividend date multiplied by the target number of Performance Shares (including any additional target Performance Shares previously credited under this Section 3.2) divided by (ii) the Fair Market Value of one share of Common Stock on the related ex-dividend date. Any target Performance Shares added pursuant to this Section 3.2 will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original target Performance Shares to which they relate. No target Performance Shares will be added with respect to any target Performance Shares which, as of the related ex-dividend date, have either become payable or terminated under this Agreement.
3.3Settlement of Performance Shares. Whole Performance Shares that are earned, plus Performance Shares created by reinvestment of dividend equivalents, will be paid on a one-for-one basis in shares of Common Stock. Any fractional Performance Shares that are earned will be paid in cash based on the Fair Market Value of one share of Common Stock on the trading day immediately prior to the date that the Committee (or a subcommittee thereof) determines the number of Performance Shares that are earned. The shares of Common Stock and cash payable for the earned Performance Shares will be delivered as soon as practicable following such determination by the Committee (or a subcommittee thereof), and in all events no later than March 15 immediately following the last day of the Performance Period.
4.RESTRICTED STOCK UNITS
4.1Restricted Stock Units. Each Restricted Stock Unit represents the right to receive one share of Common Stock upon the vesting of such Restricted Stock Unit, as determined in accordance with the terms of this Agreement and the Plan. The Restricted Stock Units will be increased by any additional Restricted Stock Units created by reinvestment of dividend equivalents as provided in Section 4.2.
4.2Dividend Equivalent Reinvestment. For each dividend declared on one share of Common Stock for which the ex-dividend date falls on or after the Grant Date and before all of the Restricted Stock Units either have been settled or have terminated pursuant to this Agreement, the Holder will be credited with an additional number of Restricted Stock Units equal to (i) the per-share cash dividend paid by EIX with respect to the related ex-dividend date multiplied by the total number of Restricted Stock Units (including any Restricted Stock Units previously credited under this Section 4.2) divided by (ii) the Fair Market Value of one share of Common Stock on the related ex-dividend date. Any Restricted Stock Units added pursuant to this Section 4.2 will be subject to the same vesting, payment, termination and other terms, conditions and restrictions as the original Restricted Stock Units to which they relate. No Restricted Stock Units will be added with respect to any Restricted Stock Units which, as of the related ex-dividend date, have either been settled or terminated pursuant to this Agreement.
4.3Settlement of Restricted Stock Units. The Restricted Stock Units shall be settled to the extent vested as soon as practicable following the applicable vesting date (as set forth in the Grant Certificate or in Sections 7 and 8 of the Terms) and in all events within 90 days after such applicable vesting date. Whole Restricted Stock Units that have vested will be paid on a one-for-one basis in shares of Common Stock. Any fractional Restricted Stock Units that vest will be paid in cash based on the Fair Market Value of one share of Common Stock on the last trading day immediately prior to the vesting date set forth on the Grant Certificate or, as to any fractional Restricted Stock Units that have vested pursuant to Section 7.3, 7.4, 7.5, or 8 (including any payment delayed pursuant to Section 13.5(B)), the Fair Market Value of one share of Common Stock for the trading day immediately preceding the day of payment.
5.NO PAYMENT DEFERRAL
No portion of the Awards, including any shares of Common Stock or cash payable upon the exercise or settlement of such Awards, may be deferred under the EIX 2008 Executive Deferred Compensation Plan or any other deferred compensation plan.
6.TRANSFER AND BENEFICIARY
6.1Limitations on Transfers. Except as provided below, the Awards will not be transferable and shall not be subject in any manner to sale, anticipation, alienation, assignment, pledge, encumbrance or charge, except by will or the laws of descent and distribution. During the lifetime of the Holder, the Stock Options will be exercisable only by the Holder. The Holder may use the method prescribed by the Company to designate a
beneficiary who, upon the death of the Holder, will be entitled to exercise the then vested portion of the Stock Options during the remaining term subject to the provisions of the Plan and this Agreement.
6.2Exceptions. Notwithstanding the foregoing, a Holder who is a Qualifying Officer may transfer the Awards to a spouse, children or grandchildren, or trusts or other vehicles established exclusively for their benefit. Any such transfer request must specifically be authorized by EIX in writing and shall be subject to any conditions, restrictions or requirements as the Committee may determine. Restricted Stock Units may not, however, be transferred to the extent the transfer would result in any tax, penalty or interest under Section 409A of the Code. The term “Qualifying Officer” refers to the most senior officer of EIX, the most senior officer of SCE, the General Counsel of EIX, and the Chief Financial Officer of EIX.
7.TERMINATION OF EMPLOYMENT
7.1General; Definitions.
(A)General. Unless otherwise provided in Sections 7.2, 7.3, 7.4, 7.5 or 8, the Awards will terminate as follows: (i) the Holder’s unvested Stock Options will terminate for no value as of the Termination Date, (ii) the Holder’s vested Stock Options will terminate for no value 180 days following the Last Day Worked (or, if earlier, on the Expiration Date) to the extent not theretofore exercised, and (iii) the Holder’s unearned Performance Shares and unvested Restricted Stock Units will terminate for no value as of the Termination Date.
(B)Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(1)“Cause” shall have the meaning ascribed to such term in the Severance Plan.
(2)“Grandfathered Holder” means a Holder to whom an award was granted under the Plan (or any predecessor thereto) prior to January 1, 2022.
(3)“Last Day Worked” means the last day the Holder is treated as employed on a Company payroll system, subject to the provisions in Section 7.5; provided, that, in the event the Holder continues providing services to EIX as a Non-Employee Director and Chair of the Board following the Holder’s cessation of employee status, then (A) the Last Day Worked shall instead be the last day on which the Holder is treated as a Non-Employee Director by EIX and (B) all references in this Agreement to “termination of employment” shall refer to the Holder’s termination of service as a Non-Employee Director.
(4)“Proration Fraction” means a fraction with
(5)(A) a numerator equal to the number of whole months (i.e., a month during which the Holder was employed by a Company for the entire month) during the period commencing on January 1 of the calendar year of the Grant Date (in the case of Stock Options and Restricted Stock Units) or the first day of the Performance Period (in the case of Performance Shares) and ending on the Prorated Vesting Date; and
(6)(B) a denominator equal to thirty-six (36).
(7)“Proration Retirement Fraction” means a fraction with (A) a numerator equal to the number of whole months (i.e., a month during which the Holder was employed by a Company for the entire month) during the calendar year of the Grant Date and (B) a denominator equal to twelve (12).
(8)“Prorated Vesting Date” means (x) the one-year anniversary of the Last Day Worked in the case of a Grandfathered Holder and (y) the Last Day Worked in the case of a Holder who is not a Grandfathered Holder.
(9)“Release Requirement” means the applicable conditions for receiving severance benefits under the Severance Plan, including the requirement to execute, deliver and not revoke a release of claims.
(10)“Separation from Service” means the Holder’s “separation from service” with the Company as that term is used for purposes of Section 409A of the Code.
(11)“Severance Plan” means the EIX 2008 Executive Severance Plan (or any similar successor plan).
(12)“Termination Date” means the day after the Last Day Worked.
7.2Retirement.1 If the Last Day Worked is on or after the first day of the month in which the Holder (i) attains age 65 or (ii) attains age 61 with five “years of service,” as that term is defined in the Edison 401(k) Savings Plan (a “Retirement”), then the following vesting and exercise or payment provisions will apply:
(A)Stock Options. The Stock Options will remain outstanding and vest in accordance with the schedule set forth in the Grant Certificate; provided, however, that in the event the Holder’s Retirement occurs within the same calendar year as the Grant Date, the portion of the Stock Options that will remain outstanding and eligible to vest will be prorated by multiplying (x) the total number of shares subject to the Stock Options by (y) the Proration Retirement Fraction. Such prorated Stock Options will vest and become exercisable on the first vesting date set forth in the Grant Certificate up to the maximum number of shares that would have vested and become exercisable on that date had no termination of employment occurred and so on until such prorated Stock Options fully vest. The Stock Options not eligible to vest as a result of such proration shall terminate as of the Holder’s Retirement, and the Holder shall have no further rights with respect to such terminated Stock Options. If the Holder dies after Retirement, the then-outstanding Stock Options will immediately vest and become exercisable as of the date of the Holder’s death. Stock Options that vest pursuant to this Section 7.2(A) will remain exercisable through the Expiration Date and shall terminate for no value on the Expiration Date if not exercised prior to such date.
(B)Performance Shares. The Performance Shares will vest and become payable at the end of the Performance Period based on actual achievement of the applicable Performance Goals to the extent they would have vested and become payable if the Holder’s employment had continued through the last day of the Performance Period; provided, however, that if the Holder’s Retirement occurs within the same calendar year as the Grant Date, the number of each of the TSR Performance Shares and EPS Performance Shares that remain outstanding and eligible to vest (including any additional Performance Shares created by reinvestment of dividend equivalents as provided in Section 3.2) will be prorated by multiplying the number of TSR Performance Shares or EPS Performance Shares, respectively, by the Proration Retirement Fraction. Any unvested Performance Shares (after application of the foregoing vesting provisions) will terminate for no value.
(C)Restricted Stock Units. The Restricted Stock Units will remain outstanding and eligible to vest following the Holder’s Retirement and will vest on the vesting date set forth in the Grant Certificate and be payable on or as soon as practicable following such vesting date (and in all events within 90 days after such date); provided, however, that in the event the Holder’s Retirement occurs within the same calendar year as the Grant Date, the number of Restricted Stock Units that remain outstanding and eligible to vest (including any additional Restricted Stock Units created by reinvestment of dividend equivalents as provided in Section 4.2) will be prorated by multiplying the total number of Restricted Stock Units by the Proration Retirement Fraction. Any Restricted Stock Units not eligible to vest following the Holder’s Retirement (after application of the foregoing vesting provisions) will terminate for no value. If the Holder dies after Retirement, the then outstanding Restricted Stock Units will vest and be paid as soon as practicable (and in all events within 90 days) following the date of the Holder’s death.
Notwithstanding the foregoing, the vesting and exercise or payment provisions set forth below in Section 7.4 shall apply in the event of the termination of the employment of the Holder by the Companies without Cause if (i) the Holder qualifies for Retirement at the time of the Last Day Worked, or if the Holder is a Grandfathered Holder who would satisfy the requirements for Retirement if an extra year of service and age were applied and (ii) the Holder satisfies the Release Requirement.
7.3Death. In the event of the termination of the employment of the Holder due to such Holder’s death, then the following vesting and exercise or payment provisions will apply:
1 Certain grants may provide for prorated vesting in the event the Holder’s Retirement occurs within the same calendar year as the Grant Date. Alternatively, certain grants may instead provide for full vesting upon such a Retirement subject to continued service through a specific date within the same calendar year as the Grant Date.
(A)Stock Options. Any unvested Stock Options will immediately vest. The Stock Options will be exercisable immediately as of the date of such termination and will remain exercisable through the Expiration Date.
(B)Performance Shares. The Performance Shares will vest and become payable at the end of the Performance Period based on actual achievement of the applicable Performance Goals to the extent they would have vested and become payable if the Holder’s employment had continued through the last day of the Performance Period.
(C)Restricted Stock Units. Any unvested Restricted Stock Units will immediately vest and become payable as soon as practicable (and in all events within 90 days) after the date of the Holder’s death.
7.4Termination without Cause. Except as otherwise provided in Section 8, the vesting and payment provisions of this Section 7.4 shall apply in the event of the termination of the employment of the Holder by the Companies without Cause, subject to the Holder’s satisfaction of the applicable conditions for receiving severance benefits under the Severance Plan, including the Release Requirement. In the event that such conditions and Release Requirement are not satisfied, the Awards shall terminate in accordance with Section 7.1 (or, if applicable, vest and be subject to payment or exercise under Section 7.2), and the Holder shall not be entitled to any vesting or payment under this Section 7.4.
(A)Stock Options. The number of shares subject to unvested Stock Options that will vest and become exercisable shall be determined in accordance with the following formula: (x) the total number of Stock Options granted on the Grant Date multiplied by the Proration Fraction; minus (y) the number of Stock Options that have already vested on or prior to the date of the Last Day Worked (before taking any accelerated vesting contemplated by this subsection into account). The Holder will have one year following the Last Day Worked in which to exercise the vested Stock Options, or until the Expiration Date, whichever occurs earlier. The Holder’s vested Stock Options will terminate for no value at the end of such period to the extent not theretofore exercised. The Stock Options not eligible to vest after giving effect to such proration shall terminate on the Termination Date, and the Holder shall have no further rights with respect to such terminated portion. Notwithstanding the foregoing, if the Holder qualifies for Retirement at the time of the Last Day Worked, or if the Holder is a Grandfathered Holder and would have satisfied the requirements for Retirement if an extra year of service and age were applied, the unvested Stock Options will (i) remain outstanding and eligible to vest (without any proration) in accordance with the schedule set forth in the Grant Certificate and (ii) remain exercisable through the Expiration Date.
(B)Performance Shares. The Performance Shares will vest and become payable at the end of the Performance Period based on actual achievement of the applicable Performance Goals to the extent they would have vested and become payable if the Holder’s employment had continued through the last day of the Performance Period; provided, however, that the number of each of the TSR Performance Shares and EPS Performance Shares that remain outstanding and eligible to vest following termination of the Holder’s employment will be prorated by multiplying the number of TSR Performance Shares or EPS Performance Shares, respectively, (each as increased by any additional Performance Shares created by reinvestment of dividend equivalents as provided in Section 3.2) by the Proration Fraction. Any unvested Performance Shares (after application of the foregoing vesting provisions) will terminate for no value, and the Holder shall have no further rights with respect to such terminated portion. Notwithstanding the foregoing, if the Holder qualifies for Retirement at the time of the Last Day Worked, or if the Holder is a Grandfathered Holder and would have satisfied the requirements for Retirement if an extra year of service and age were applied, the Performance Shares will vest (without proration) and become payable at the end of the Performance Period to the extent they would have vested and become payable if the Holder’s employment had continued through the last day of the Performance Period.
(C)Restricted Stock Units. The Restricted Stock Units shall vest as follows:
(1)If the Holder qualifies for Retirement as of the Last Day Worked, the Restricted Stock Units will remain outstanding and eligible to vest (without any proration) in accordance with the schedule set forth in the Grant Certificate.
(2)If the Holder is a Grandfathered Holder who does not qualify for Retirement as of the Last Day Worked but would have satisfied the requirements for Retirement if an extra year of service and age had been applied, then the Restricted Stock Units will vest (without any proration) as of the date of the Holder’s Separation from Service.
(3)If the Holder is not eligible for the vesting described in the immediately preceding subsections 7.4(C)(1) or 7.4(C)(2) as of the Last Day Worked, then the number of Restricted Stock Units that vest as of the date of the Holder’s Separation from Service will be prorated by multiplying the total number of Restricted Stock Units (including any additional Restricted Stock Units created by reinvestment of dividend equivalents as provided in Section 4.2) by the Proration Fraction. Any unvested Restricted Stock Units (after application of the foregoing vesting provision) will terminate for no value as of the date of the Holder’s Separation from Service, and the Holder shall have no further rights with respect to such terminated portion.
The Restricted Stock Units that vest in accordance with this Section 7.4(C) shall be paid as soon as practicable (and in all events within 90 days) following the applicable vesting date; provided, that if the period for payment of the Restricted Stock Units that vest pursuant to the preceding subsection (2) or (3) spans two calendar years, and if the period for satisfying the Release Requirement spans those two calendar years, then the payment of the applicable Restricted Stock Units will be made within the prescribed period of time but in the second of those two calendar years.
7.5Effect of Change of Employer. For purposes of this Agreement, a termination of employment will be deemed to occur on the date the Holder’s employing company is no longer a member of the EIX controlled group of corporations as defined in Section 1563(a) of the Code, regardless of whether the Holder’s employment continues with that entity or a successor entity outside of the EIX controlled group, unless otherwise determined by the Committee in a manner that complies with Section 409A of the Code. A termination of employment will not be deemed to occur for purposes of this Agreement if the Holder’s employment by EIX or a member of its controlled group of corporations terminates but immediately thereafter the Holder is employed by another member of EIX’s controlled group of corporations (without interruption or break in service).
8.CHANGE IN CONTROL; EARLY TERMINATION OF THE AWARDS
Notwithstanding any other provision of this Agreement, the provisions of this Section 8 will apply in the event of a Change in Control of EIX.
8.1Exchanged Awards. The accelerated vesting provisions set forth below in Sections 8.2, 8.3 and 8.4 shall apply only in the event the Awards are not substituted, replaced, assumed, exchanged or otherwise continued in connection with a Change in Control of EIX (any such substituted, exchanged, assumed or continued award, the “Exchanged Award”); provided, that the grant, as well as the terms and conditions of, an Exchanged Award shall be compliant with all applicable laws, including but not limited to Section 409A of the Code; provided, further, that any Exchanged Award granted for the Restricted Stock Units shall be settled at the first applicable time otherwise provided in this Agreement.
8.2Stock Option Acceleration. In the event the Stock Options are to terminate in connection with a Change in Control of EIX, the then-outstanding and unvested Stock Options will become fully vested. The Committee may provide that the terminated Stock Options shall be settled by a cash payment to the Holder based upon the consideration payable to the shareholders of Common Stock in connection with such Change in Control of EIX with such cash payment to be made as soon as practicable after the Change in Control of EIX. In the event the Committee does not provide for a cash settlement of the Stock Options, the Holder will be given reasonable advance notice of the impending termination of the Stock Options and a reasonable opportunity to exercise the Stock Options in accordance with the terms of this Agreement before such termination (except that in no event will more than 10 days’ notice of the accelerated vesting and impending termination be required).
8.3Performance Shares Acceleration. In the event the Performance Shares are to terminate in connection with a Change in Control of EIX, then the Performance Period will be shortened so that the Performance Period will be deemed to have ended on the last day prior to such Change in Control of EIX, and the Performance Shares that will vest and become payable will be determined based on the achievement of the applicable Performance Goals, as prorated and adjusted by the Committee based on such shortened Performance Period. Any Performance Shares that vest after giving effect to the preceding sentence shall be settled by a cash payment to the Holder as soon as practicable (and in all events within 74 days) after the date of the Change in Control of EIX, and any such Performance Shares that do not become vested and payable shall terminate for no value as of the date of the Change in Control of EIX.
8.4Restricted Stock Units Accelerations. The Committee may not exercise any discretion to change the payment date(s) of the Restricted Stock Units except as otherwise expressly provided in this Section 8.4 or as otherwise compliant with Section 409A of the Code. The Restricted Stock Units may only be terminated in connection with a Change in Control of EIX to the extent the termination satisfies the requirements of
Treasury Regulation Section 1.409A-3(j)(4)(ix) (Plan Terminations and Liquidations). In the event the Restricted Stock Units are to terminate in connection with such an event, the then-outstanding and unvested Restricted Stock Units will become fully vested in connection with the Change in Control of EIX.
8.5Severance Plan Benefits. If the Holder experiences a Qualifying Termination Event as defined in the Severance Plan (or a similar employment termination under a successor plan) in connection with a Change in Control as defined in the Severance Plan, then the Awards shall be treated as follows:
(A)The Stock Options or corresponding Exchanged Awards, if applicable, will immediately vest in connection with the Holder’s Qualifying Termination Event. The Holder will be able to exercise such Stock Options or corresponding Exchanged Awards until the earlier of (x) two years following the date of the Last Day Worked (if the Holder is a Senior Vice President or an officer of higher rank of EIX or SCE or eligible to be treated as such an officer under the Severance Plan) or three years following the date of the Last Day Worked (if the Holder is the most senior officer of EIX, the most senior officer of SCE, the General Counsel of EIX, or the Chief Financial Officer of EIX), (y) the Expiration Date or (C) the date of termination as provided in Section 8.2 above.
(B)The Performance Shares or corresponding Exchanged Awards, if applicable, will vest and become payable at the end of the Performance Period to the extent they would have vested and become payable if the Holder’s employment had continued through the last day of the Performance Period; provided, that the Performance Shares shall vest and be settled in accordance with Section 8.3 above if the Performance Period is shortened pursuant to Section 8.3 above; and
(C)The Restricted Stock Units or corresponding Exchanged Awards, if applicable, will immediately and fully vest, and will be paid as soon as practicable (and in all events within 90 days) following the date of the Holder’s Separation from Service, if vesting and payment is not otherwise triggered by Section 8.4 above.
9.TAXES AND OTHER WITHHOLDING
The Holder shall pay to the Company, or make provision satisfactory to the Company, for payment of, any federal, state, local and foreign taxes (including, without limitation, any income tax, payroll tax, social insurance, fringe benefits tax or any other tax) that the Company determines are required by law to be withheld in connection with the vesting, payment and/or settlement of Restricted Stock Units and Performance Shares or exercise of Stock Options, as applicable (collectively, the “Tax Obligations”), under one of the methods permitted by the Plan, including through additional withholding on salary or on any other amount otherwise payable in cash to the Holder (or the Holder’s personal representative or beneficiary, as the case may be) whether or not related to the Award. Subject to any applicable legal conditions or restrictions, the Company shall have the right at its option to satisfy any such Tax Obligations by withholding from the shares of Common Stock otherwise issuable to the Holder upon the settlement of Restricted Stock Units and Performance Shares or exercise of Stock Options, as applicable, a number of whole shares of Common Stock. If the Company chooses to satisfy the Tax Obligations by withholding shares, the number of shares withheld will have a Tax Fair Market Value (as defined below) not in excess of the maximum of amount of the Tax Obligations required to be withheld by law (or such lower amount as may be necessary to avoid variable award accounting); provided, that no fractional shares of Common Stock will be retained to satisfy any portion of the Tax Obligations and the Holder hereby agrees to satisfy any additional amount of Tax Obligations that are not satisfied through the withholding of shares by the Company. Any shares of Common Stock withheld by the Company pursuant to this Section 9 shall be deducted from the underlying shares of Common Stock to be received by such Holder upon the settlement of the Restricted Stock Units and Performance Shares or exercise of Stock Options, as applicable. Any adverse consequences to the Holder arising in connection with the share withholding procedure set forth in the preceding sentence shall be the sole responsibility of the Holder. For purposes of this Section 9, the term “Tax Fair Market Value” means, unless otherwise determined by the Company, (i) with respect to Stock Options, the Fair Market Value on the date(s) of exercise with respect to the Stock Options; (ii) with respect to the Performance Shares, the Fair Market Value on the last trading day immediately prior to the date on which the Committee (or a subcommittee thereof) determines the actual number of Performance Shares that vest and settle based on the achievement of the applicable Performance Goals, and (iii) with respect to the Restricted Stock Units, the Fair Market Value on (x) the last trading day immediately prior to the applicable vesting date of the Restricted Stock Units or (ii) with respect to Tax Obligations that must be satisfied with respect to the Restricted
Stock Units before the Restricted Stock Units become payable, such date as may be determined by the Company in accordance with applicable law.
10.CONTINUED EMPLOYMENT
Nothing in this Agreement or the Plan will confer on the Holder any right to continue in the employ or service of any of the Companies or interfere in any way with the right of any of them to terminate the Holder’s employment or service at any time.
11.RIGHTS AS SHAREHOLDER; COMPLIANCE WITH LAW; TRANSFER RESTRICTIONS
The Holder will have no rights in the shares of Common Stock subject to the Awards until both of the following conditions are met: (i) such Awards are settled or exercised, as applicable, and (ii) the shares of Common Stock subject to such Awards are delivered to, and held of record by, the Holder. EIX may, if it determines it is appropriate, affix any legend to the stock certificates representing shares of Common Stock issued upon settlement or exercise, as applicable, of the Awards and any stock certificates that may subsequently be issued in substitution for the original certificates. EIX may advise the transfer agent to place a stop order against such shares of Common Stock if it determines that such an order is necessary or advisable. Any sale, assignment, transfer, pledge, mortgage, encumbrance or other disposition of shares of Common Stock issued upon settlement or exercise, as applicable, of the Awards (whether directly or indirectly, whether or not for value and whether or not voluntary) must be made in compliance with any applicable constitution, rule, regulation or policy of any of the exchanges, associations or other institutions with which EIX has membership or other privileges, and any applicable law, or applicable rule or regulation of any governmental agency, self-regulatory organization or state or federal regulatory body, as well as any Company policy regarding insider trading, stock ownership or otherwise.
12.AMENDMENT
12.1Amendment of this Agreement and the Awards. EIX reserves the right to amend this Agreement from time to time to the extent that EIX reasonably determines that the amendment is necessary or advisable to comply with applicable laws, rules or regulations or to preserve the intended tax consequences of the Awards. The Awards may not otherwise be amended or terminated (by amendment to or of the Plan or otherwise) in any manner materially adverse to the rights of the Holder without such Holder’s consent.
12.2Amendment of Previously Granted Awards. The “Methods of Exercise” described in Section 2.3 of this Agreement, and the tax withholding provisions described in Section 9 of this Agreement, apply to the stock options granted under the Plan to the Holder prior to the Grant Date that are outstanding as of the Grant Date. In the event of a conflict between such provisions in Section 2.3 and Section 9 of this Agreement and the terms and conditions evidencing such prior grants of stock options, the provisions in Section 2.3 and Section 9 of this Agreement shall prevail.
13.MISCELLANEOUS
13.1Force and Effect. The various provisions herein are severable in their entirety. Any determination of invalidity or unenforceability of any one provision will have no effect on the continuing force and effect of the remaining provisions.
13.2Governing Law; Arbitration. Except as otherwise provided under the Federal Arbitration Act or other applicable federal law, this Agreement will be construed under the laws of the State of California. Any and all disputes, causes of action, claims, and/or controversies, arising out of or related to the Plan, this Agreement and the Awards shall be subject to binding arbitration pursuant to the Mandatory Mutual Arbitration Agreement that became a condition of the Holder’s continued employment by the Companies on or about November 30, 2024 and/or the Mutual Arbitration Agreement that Holder signed as a new hire, as such agreement may be amended from time to time.
13.3Notice. Unless waived by EIX, any notice required under or relating to the Awards must be in writing, with postage prepaid, addressed to: Edison International, Attn: Corporate Secretary, P.O. Box 800, Rosemead, CA 91770.
13.4Award Not Funded. The Holder will have no right or claim to any specific funds, property or assets of the Companies as to any of the Awards.
13.5Section 409A.
(A)With respect to awards subject to Section 409A of the Code, the Plan and this Agreement are intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and this Agreement shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code and shall be operated accordingly. If any provision of the Plan or this Agreement would otherwise frustrate or conflict with this intent, the provision, term or condition shall be interpreted and deemed amended so as to avoid this conflict.
(B)Notwithstanding any provision of this Agreement to the contrary, if the Holder is a “specified employee” as defined in Section 409A of the Code, the Holder shall not be entitled to any payment with respect to any Award subject to Section 409A in connection with the Holder’s Separation from Service until the earlier of (a) the date which is six (6) months after the Holder’s Separation from Service for any reason other than the Holder’s death or (b) the date of the Holder’s death. Any amounts otherwise payable to the Holder following the Holder’s Separation from Service that are not so paid by reason of this Section 13.5(B) shall be paid as soon as practicable (and in all events within ninety (90) days) after the date that is six (6) months after the Holder’s Separation from Service (or, if earlier, the date of the Holder’s death). The provisions of this Section 13.5(B) shall only apply if, and to the extent, required to comply with Section 409A of the Code.
(C)If an Award includes a “series of installment payments” (within the meaning of Section 1.409A-2(b)(2)(iii) of the Treasury Regulations), the Holder's right to such series of installment payments shall be treated as a right to a series of separate payments and not as a right to a single payment, and if an award includes “dividend equivalents” (within the meaning of Section 1.409A-3(e) of the Treasury Regulations), a Holder's right to such dividend equivalents shall be treated separately from the right to other amounts under the award.
(D)Notwithstanding the foregoing, the tax treatment of the benefits provided under the Plan or this Agreement is not warranted or guaranteed, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by a Holder on account of non-compliance with Section 409A of the Code.
13.6Recoupment. Any shares, cash or other property that may be issued, delivered or paid to the Holder in respect of the Awards shall be deemed an unearned advance (notwithstanding any other provision of this Agreement that may refer to or provide that a particular award or compensation is earned or vested) that is subject to recoupment pursuant to this Section 13.6. By continuing to be employed by EIX or its participating affiliates after the Grant Date, the Holder agrees and consents to the enforcement and implementation of the provisions set forth in this Section 13.6 without further consent or action being required of the Holder, and the Holder further agrees that neither EIX nor any participating affiliate (nor any of their respective subsidiaries) shall indemnify the Holder against the loss of any amounts recouped pursuant to this Section 13.6.
13.7Notwithstanding any provision of this Agreement to the contrary, the Awards, as well as any shares of Common Stock, cash or other property that may be issued, delivered or paid in respect of the Awards, as well as any consideration that may be received in respect of a sale or other disposition of any such shares or property, shall be subject to:
(A)Recoupment by EIX or forfeiture by the Holder in the event that (i) the Holder’s employment with the Companies is terminated by the Companies or if such Holder is placed on unpaid leave by the Companies and (ii) the Company determines that such termination or unpaid leave placement arose from such Holder having engaged in Misconduct (as defined below); provided, that this subsection (A) shall only be applicable to the Holder commencing as of the later of (i) Grant Date or (ii) the date on which the Holder is first elected as a vice president of EIX or SCE or as an officer with a more senior title at EIX or SCE; and
(B)Any recoupment, “clawback” or similar provisions of applicable law, as well as the EIX and SCE Incentive Compensation Recoupment Policy for Accounting Restatements, as in effect from time to time (such policy, the “Mandatory Recoupment Policy”), and any other recoupment, “clawback” or similar policies of the Company that may be in effect from time to time; provided, however, that any portion of the shares of Common Stock, cash or other property or consideration in respect of the Awards that is recouped pursuant to the Mandatory Recoupment Policy or as required by applicable law shall not be subject to further recoupment or forfeiture
under subsection (A) immediately above or any other recoupment, “clawback” or similar policies of the Company that may be in effect from time to time.
13.8In the circumstances referenced in subsection (A) above, the applicable Recoupment Administrator shall determine the extent (if any) to which the Awards and/or any shares, cash or other property that may have been issued, delivered or paid to the Holder in respect of the Awards, and/or any consideration that may have been received in respect of a sale or other disposition of any such shares or property, shall be forfeited or recouped. To the extent any such shares, cash, other property, and/or consideration is to be recouped, the Holder shall promptly pay to the Company (or, in the case of shares of Common Stock, deliver to EIX) the amount of the required recoupment. For purposes of this Section 13.6, “Misconduct” as to the Holder means (1) the occurrence of any act or omission by the Holder that could reasonably be expected to result in (or has resulted in) such Holder’s conviction, plea of no contest, plea of nolo contendere, or imposition of unadjudicated probation for any felony or for any indictable offense or crime involving moral turpitude; (2) the Holder’s commission of an act of fraud, embezzlement, misappropriation, or breach of fiduciary duty against any of the Companies or any of their officers, directors, employees, customers, suppliers, insurers or agents; or (3) any violation by the Holder of a provision in the EIX Code of Conduct, as in effect from time to time (or, as to the Holder employed by an affiliate of EIX who is subject to a Code of Conduct maintained by an affiliate of EIX at the applicable time, the Holder’s violation of a provision of such affiliate’s Code of Conduct as then in effect).
13.9For purposes of this Section 13.6, “Recoupment Administrator” means the Committee or other body, individual or individuals, as the case may be, to whom the authority to determine whether to recoup compensation due to misconduct has been delegated by the Committee for purposes of the Awards.
10
Document
Exhibit 10.2
EDISON INTERNATIONAL
2008 EXECUTIVE RETIREMENT PLAN
Amended and Restated Effective
February 26, 2025 (except as otherwise provided)
PREAMBLE
The purpose of this Plan is to provide supplemental retirement benefits to Participants and surviving spouses or other designated Beneficiaries of such Participants.
This Plan applies to benefits that are accrued or vested after December 31, 2004, and is intended to comply with Section 409A of the Internal Revenue Code and the regulations promulgated thereunder. Benefits that were accrued and vested prior to 2005 shall be paid under the Predecessor Plan in accordance with the terms therein, and shall not be subject to any of the terms of this Plan. In no event shall a Participant receive benefits under this Plan and the Predecessor Plan with respect to the same years of service.
ARTICLE 1 DEFINITIONS
Capitalized terms in the text of the Plan are defined as follows:
401(k) Earnings means the Participant’s “Earnings” taken into account for purposes of determining “Deferrals” under the Savings Plan, with “Earnings” and “Deferrals” having the meanings set forth in the Savings Plan, provided however, that as to a Non-Cash Balance Participant who first commences participation in the Plan on or after January 1, 2021 and as to a True-Up Participant who first commences participation in the Plan on or after January 1, 2019, the Participant’s 401(k) Earnings taken into account as to the first Plan Year the individual is a Participant shall be limited to 401(k) Earnings earned by the Participant on and after the first day of the first payroll period applicable to the Participant that commences after the last day of the thirty-day period (or such shorter period as may be prescribed by the Administrator) for the individual to make an initial Payment Election after first becoming a Participant.
Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.
Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a “controlled group of corporations” within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.
Beneficiary means the person or persons or entity designated as such in accordance with Article 6 of the Plan.
Benefit Feature means one of the levels of benefit under the Plan as described in Section 3.2(a).
Board means the Board of Directors of EIX.
Bonus means (i) the dollar amount of bonus (if any) awarded by the Employer to the Participant pursuant to the terms of the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan, or a successor plan governing annual executive bonuses (collectively, the “Executive Bonus Plan”) and (ii) for a Qualifying Severance in connection with a Separation from Service that occurs on or after January 1, 2023, the dollar amount of the Participant’s target bonus under the Executive Bonus Plan for the calendar year preceding the year of the Separation from Service if a bonus is not paid to the Participant under the Executive Bonus Plan for such preceding calendar year because the Separation from Service occurs before the vesting date under the Executive Bonus Plan for such bonus. Notwithstanding the foregoing, effective for any Bonus for 2018 or a later year, the Administrator shall have discretion to provide that, for purposes of determining benefits under this Plan, a Participant shall be treated as having received (i) the Bonus that would otherwise be taken into account pursuant to the preceding sentence or (ii) such other amount as determined by the Administrator that is no greater than the Participant’s target bonus for the year under the Executive Bonus Plan. As to a Non-Cash Balance Participant who first commences participation in the Plan on or after January 1, 2021 and as to a True-Up Participant who first commences participation in the Plan on or after January 1, 2019, the Participant’s Bonus taken into account as to the first Plan Year the individual is a Participant shall be the Participant’s Bonus earned during the Plan Year multiplied by the ratio of (i) the number of full payroll periods remaining in the Plan Year after the last day of the thirty-day period (or such shorter period as may be prescribed by the Administrator) for the individual to make an initial Payment Election after first becoming a Participant to (ii) the total number of full payroll periods during the Plan Year that such individual is an Executive.
Cash Balance Pay Credits means the Participant’s “Pay Credits” for purposes of the Qualified Plan, as defined in the Qualified Plan. As to an individual who first commences participation in the Plan on or after January 1, 2019, the Participant’s Cash Balance Pay Credits taken into account as to the first Plan Year the individual is a Participant shall equal the Participant’s Pay Credits for purposes of the Qualified Plan for that Plan Year multiplied by the ratio of (i) the number of full payroll periods remaining in the Plan Year after the last day of the thirty-day period (or such shorter period as may be prescribed by the Administrator) for the individual to make an initial Payment Election after first becoming a Participant to (ii) the total number of full payroll periods during the Plan Year that such individual is employed by an Affiliate.
Change in Control means a Change in Control of EIX as defined in the Severance Plan.
Code means the Internal Revenue Code of 1986, as amended.
Contingent Event means the Participant’s Disability or death while employed by an Affiliate or Separation from Service for other reasons if such event occurs prior to the Participant’s Retirement.
Contingent Payment Election means an election regarding the time and form of payment made or deemed made in accordance with Section 4.2.
Crediting Rate means the rate at which interest will be credited when interest at the “Crediting Rate” is specified pursuant the Plan. If the Valuation Date for a Participant is before 2018, the Crediting Rate will be the interest crediting rate in effect for the Qualified Plan. If the Valuation Date for a Participant is after 2017, the Crediting Rate will be determined annually in advance of the calendar year and will be equal to the average monthly Moody’s Corporate Bond Yield for Baa Public Utility Bonds for the 60 months preceding September 1st of the prior year. Notwithstanding the foregoing, EIX reserves the right to prospectively change the definition of Crediting Rate.
Disability means the Participant (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.
EIX means Edison International.
Employer means the Affiliate employing the Participant. Notwithstanding the foregoing, with respect to a particular Participant’s benefits under the Plan, for purposes of determining which Affiliate is obligated to pay such benefits, Employer as to such Participant and benefits means the Affiliate employing the Participant upon the Participant’s Separation from Service (or, as to any distribution of any benefit under the Plan prior to the Participant’s Separation from Service, the Affiliate employing the Participant at the time of such distribution).
ERISA means the Employee Retirement Income Security Act of 1974, as amended.
Executive means an employee of an Affiliate who is designated an Executive by the Chief Executive Officer (“CEO”) of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or by the Board.
Executive Profit Sharing Credits mean the amounts the Employer would have contributed to the Savings Plan if the Participant were not subject to Sections 415 and 401(a)(17) of the Code and if the Participant’s elective deferrals under the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing nonqualified deferrals were included in the definition of Earnings under the Savings Plan.
Executive Retirement Account or ERA means the notional cash balance account established for record keeping purposes for a Participant pursuant to Section 3.4 of the Plan.
Executive Retirement Account Credits or ERA Credits means the amounts credited to a Participant’s Executive Retirement Account under Section 3.4 of the Plan.
Executive Retirement Account Salary Base or ERA Salary Base means (i) for a Non-Cash Balance Participant, the amount (if any) by which the Participant’s Salary for the applicable calendar year exceeds his or her 401(k) Earnings for that year, and (ii) for any other Participant, the amount (if any) by which the Participant’s Salary for the applicable calendar year exceeds the compensation limit for that year set by the Secretary of the Treasury for purposes of Section 401(a)(17) of the Internal Revenue Code.
Executive Retirement Account Salary Base Differential or ERA Salary Base Differential means (i) for a Non-Cash Balance Participant, the amount (if any) by which (1) the Participant’s annual rate of Salary in effect immediately prior to the Participant’s Separation from Service exceeds (2) the Participant’s annual rate of 401(k) Earnings in effect immediately prior to the Participant’s Separation from Service, and (ii) for any other Participant, the amount (if any) by which (1) the Participant’s annual rate of Salary in effect immediately prior to the Participant’s Separation from Service exceeds (2) the compensation limit set by the Secretary of the Treasury for purposes of Section 401(a)(17) of the Internal Revenue Code for the year in which the Participant’s Separation from Service occurs.
Non-Cash Balance Participant means a Participant who is described either in Section 3.1(c) below (other than a Participant who was employed by an Affiliate before January 1, 2018 but is not described in Section 3.1(d)) or in Section 3.1(d) below.
Officer means the CEOs, Presidents, Executive Vice Presidents, Senior Vice Presidents and elected Vice Presidents of EIX and its Affiliates. Other employees of EIX and its Affiliates, including officers who are not elected Vice Presidents or above, shall not be treated as Officers for purposes of the Plan, unless the Administrator specifically designates any such employee as an Officer for purposes of the Plan.
Participant means an individual who either (1) is an employee of an Affiliate, who (i) is a U.S. employee or an expatriate and is based and paid in the U.S.; (ii) has been designated as an Executive by the Administrator, the Affiliate’s board or the Affiliate’s CEO for purposes of the Plan; and (iii) qualifies as a member of the “select group of management or highly compensated employees” under ERISA, provided that an individual first designated as an Executive on or after December 1, 2020 shall not be a Participant until the first day of the calendar quarter following the calendar quarter in which the Executive satisfies such criteria, except as otherwise specified in writing by the Administrator; or (2) is a person who has a vested benefit under the Plan by virtue of prior employment as an Executive of an Affiliate, which vested benefit has not yet been completely distributed.
Payment Election means a Primary Payment Election or a Contingent Payment Election, or a payment election pursuant to Section 4.1.1, as the case may be, subject to change pursuant to Section 4.3. Payment Elections shall be made in the manner prescribed by the Administrator, or its delegate, which may include electronic elections.
Payment Event means: (i) as to an individual who first commenced participation in the Plan prior to 2021, the Participant’s Separation from Service for any reason other than death or
Disability; and (ii) as to an individual who first commenced participation in the Plan after 2020, the Participant’s Separation from Service for any reason other than death.
Plan means the EIX 2008 Executive Retirement Plan.
Predecessor Plan means the Southern California Edison Company Executive Retirement Plan.
Primary Payment Election means an election regarding the time and form of payments made or deemed made in accordance with Section 4.1.
Profit Sharing means the programs under which some Affiliates have made profit sharing or gain sharing contributions to the Savings Plan.
Profit Sharing Modifier Percentage means
(i) Zero percent (0%) as to a Participant hired by an Employer on or after December 31, 2017 and prior to July 1, 2024;
(ii) Zero percent (0%) as to a Participant hired (whether a new hire or a rehire) by an Employer on or after July 1, 2024 whose Profit Sharing Contribution Percentage is equal to six percent (6%); and
(iii) An amount equal to the difference between six percent (6%) and the applicable Profit Sharing Contribution Percentage as to a Participant hired (whether a new hire or a rehire) by an Employer on or after July 1, 2024 whose Profit Sharing Contribution Percentage is less than six percent (6%).
Profit Sharing Contribution Percentage means, as to a Participant hired (whether a new hire or a rehire) by an Employer on or after July 1, 2024, the percent taken from the following schedule with the term “Age and Service Points” having the meaning set forth in the Savings Plan and with the determination of Age and Service Points and the applicable contribution percent determined in accordance with the provisions of the Savings Plan applicable to determining the “Fixed Profit Sharing Contribution” contribution percent for employees who are not represented for collective bargaining purposes:
| If the Participant’s<br><br>Age and Service Points Equal: | The Participant’s Profit Sharing<br><br>Contribution Percent is: |
|---|---|
| 45 or less | 4% |
| 46 – 59 | 5% |
| 60 or more | 6% |
Qualified Plan means the Southern California Edison Company Retirement Plan, or a successor plan, intended to qualify under Section 401(a) of the Code.
Qualifying Officer means an Executive serving in one of the following “Qualifying Officer Roles”: the most senior officer of EIX, the most senior officer of Southern California Edison Company, the General Counsel of EIX, or the Chief Financial Officer of EIX. In the case of an Executive who served in a Qualifying Officer Role, ceased to hold a Qualifying Officer Role, but continued to provide transition support to an immediate successor for the Qualifying Officer Role, such Executive shall continue to be considered a “Qualifying Officer” until the earliest of (i) the date such transition support ends, (ii) three months after the Executive ceased serving in a Qualifying Officer Role, and (iii) the Executive’s Separation from Service.
Qualifying Severance means a Participant is entitled to benefits under the Severance Plan or any similar successor plan as in effect upon the Participant’s Separation from Service, and has satisfied all conditions for such benefits.
Retirement means Separation from Service upon attainment of at least age 55 with at least five Years of Service.
Salary means (i) for purposes of determining the ERA Salary Base on a payroll period basis for (x) a Non-Cash Balance Participant for any Plan Year or (y) for any other Executive for the 2018 Plan Year, the product of the Executive’s hourly Basic Pay (determined by dividing annualized Basic Pay by 2,080 hours) on the last day of the payroll period on which the Executive is employed by the Employer, times 80 hours, (ii) for purposes of True-Up Participants, the sum of the True-Up Participant’s Salary for the payroll periods for the Plan Year in which he or she serves at least one day as an Executive, with the Salary for each such payroll period determined in the same manner as clause (i) above, and (iii) for other purposes, the Executive’s Basic Pay. “Basic Pay” means the Executive’s basic pay from the Employer (excluding Bonuses, special awards, commissions, severance pay, and other non-regular forms of compensation) before reductions for deferrals under the Savings Plan or the EIX 2008 Executive Deferred Compensation Plan or predecessor or successor plans governing deferral of salary. As to a Non-Cash Balance Participant who first commences participation in the Plan on or after January 1, 2021 and as to a True-Up Participant who first commences participation in the Plan on or after January 1, 2019, the Participant’s Salary taken into account as to the first Plan Year the individual is a Participant shall be limited to the Salary earned by the Participant on and after the first day of the first payroll period applicable to the Participant that commences after the last day of the thirty-day period (or such shorter period as may be prescribed by the Administrator) for the individual to make an initial Payment Election after first becoming a Participant. Notwithstanding the foregoing, the Administrator, or its delegate, may prescribe a different definition of Salary for a Plan Year (or part thereof) if such definition is set forth in the form or instructions for the Payment Election for such Plan Year.
Savings Plan means the Edison 401(k) Savings Plan, or a successor plan.
Separation from Service occurs: (i) with respect to an individual who is a Participant on or prior to December 31, 2023, when such Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional
alternative definitions available thereunder; and (ii) with respect to an individual who becomes a Participant following December 31, 2023, when such Participant dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), provided that a termination of employment from the Employer constituting such a “separation from service” shall be deemed to occur on the date on which it is reasonably anticipated that the level of bona fide services that the Participant will perform after such date (whether as an employee or as an independent contractor) will permanently decrease to less than 50 percent of the average level of bona fide services performed (whether as an employee or an independent contractor) over the immediately preceding 36-month period (or the full period of services to the Employer if the Participant has been providing services to the Employer less than 36 months), all as determined in accordance with Treasury Regulation Section 1.409A-1(h).
Severance Plan means the EIX 2008 Executive Severance Plan (or any similar successor plan).
Similar Plan means a plan required to be aggregated with this Plan under Treasury Regulation Section 1.409A-1(c)(2)(i).
Specified Employee means a Participant who is designated as an elected Vice President or above by the Administrator, using the identification date and methods determined by the Administrator.
Target Bonus Amount means, as to a particular Participant, the amount obtained by multiplying (1) the stated target bonus percentage (as a percentage of salary) in effect immediately prior to the Participant’s Separation from Service (or, if the Participant first commenced participation in the Plan prior to 2021, the earlier of the Participant’s Separation from Service or Disability) for the bonus to be awarded to the Participant pursuant to the terms of the Executive Bonus Plan, multiplied by (2) the Participant’s annual rate of Salary in effect immediately prior to the Participant’s Separation from Service (or, if the Participant first commenced participation in the Plan prior to 2021, the earlier of the Participant’s Separation from Service or Disability).
Termination of Employment means the voluntary or involuntary Separation from Service for any reason other than Retirement or death.
Total Compensation means (i) for Participants not eligible for Benefit Feature (iii), the monthly average Salary based on the Participant’s 36 highest consecutive months of Salary, and (ii) for Participants eligible for Benefit Feature (iii), the monthly average Salary plus Bonus based on the 36 consecutive months in which the Participant had the highest combination of Salary and Bonus. The 36 months need not be consecutive for individuals who were Participants in the Predecessor Plan and eligible for Benefit Feature (iii) before January 1, 2008. For purposes of determining the highest 36 months for Participants eligible for Benefit Feature (iii), each of the Participant’s annual Bonuses will be spread evenly over the months worked in the years in which the Bonuses were earned. If a vested individual terminates prior to Retirement and was no longer an Officer or designated Executive at the time employment was terminated,
the Plan benefit described in Section 3.3(a) will be based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s status as an Officer or designated Executive.
True-Up Participant means a Participant who is an Officer or other designated Executive on or after January 1, 2019, but is not a Non-Cash-Balance Participant.
Unforeseeable Emergency means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s Beneficiary, or the Participant’s spouse or dependent (as defined in Code Section 152, without regard to Sections 152(b)(1), (b)(2) and (d)(1)(B)); loss of the Participant’s property due to casualty (including the need to rebuild a home following damage to a home not otherwise covered by insurance, for example, as a result of a natural disaster); or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the Participant’s control.
Valuation Date means the date as of which the Participant’s benefit will be calculated, and is the first day of the month following the month in which the final day of employment falls prior to Separation from Service (or if the Participant first commenced participation in the Plan prior to 2021, the earlier of the Participant’s Separation from Service or Disability), except that if the Participant’s Separation from Service is a Termination of Employment, the Valuation Date is the later of (1) the first day of the month of the Participant’s 55th birthday or (2) the first day of the month following the month in which the Participant’s final day of employment occurs prior to Termination of Employment.
Year of Service means a year of service as determined in accordance with the terms of the Qualified Plan (in the case of a Participant who does not actually participate in the Qualified Plan, determined in accordance with the terms of the Qualified Plan as though the Participant was a participant in the Qualified Plan). For Participants grandfathered in the defined-benefit final average pay benefit feature of the Qualified Plan (other than any such grandfathered Participants who were hired by an Affiliate or its subsidiaries in 1999 from Commonwealth Edison Company), years of service will be determined according to the same rules applicable to such benefit. For all other Participants, years of service will be determined according to the rules applicable to the cash-balance feature of the Qualified Plan. A Participant’s prior service with Commonwealth Edison Company will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 1999 from Commonwealth Edison Company in connection with an acquisition transaction involving Edison Mission Energy. A Participant’s prior service with Citizens Power LLC will be recognized for purposes of this Plan if the individual was a Participant on or before April 1, 2012 and was hired by an Affiliate (or its subsidiaries) in 2000 in connection with the acquisition of Citizens Power LLC by Edison Mission Energy.
ARTICLE 2 PARTICIPATION
Individuals are eligible to participate in the Plan when they become Officers or are designated as Executives by the Affiliate’s board or the Affiliate’s CEO for purposes of this
Plan. Participation in the Plan will continue as long as the individual remains an Officer or a designated Executive (subject to any applicable Plan restrictions) or has a vested benefit under the Plan that has not been completely paid out.
ARTICLE 3 BENEFIT DETERMINATION AND VESTING
3.1 Overview
(a) Benefits under the Plan will be payable with respect to any vested Participant following Retirement or the occurrence of a Contingent Event to the extent a benefit under the Plan is determined to exist by calculations as provided under the applicable provisions of this Article 3. Effective January 1, 2018, an ERA Credits feature has been added to the Plan as provided in Section 3.4 below. Prior to such date, a Participant’s benefit under the Plan will be determined as provided in Sections 3.2 and 3.3 hereof. From and after such date, a Participant’s benefit under the Plan will be determined as provided below in this Section 3.1. In each case, the Participant’s benefit will be subject to vesting, as provided in Section 3.5, and to the provisions of Sections 3.6 and 3.7.
(b) If a Participant was an Officer or a designated Executive at any time prior to January 1, 2018, the Participant’s benefit under the Plan (subject to vesting as provided in Section 3.5) will be equal to the lesser of the amounts determined under paragraphs (i) and (ii) of this Section 3.1(b), determined based on lump sum values as of the applicable Valuation Date.
(i) The Participant’s total benefit as determined under Sections 3.2 and 3.3 below, taking into account the Participant’s Total Compensation and Years of Service accrued at any time (whether before or after January 1, 2018). Such determination will be made without regard to Section 3.3(c) and will not include any ERA Credits under Section 3.4.
(ii) The Participant’s total benefit determined as the sum of (x) the Participant’s total benefit as determined under Sections 3.2 and 3.3 below (giving effect to Section 3.3(c) below), and (y) the amounts credited to the Participant’s Executive Retirement Account.
(c) If a Participant first becomes an Officer or a designated Executive on or after January 1, 2018, the Participant will be eligible only to receive ERA Credits (and earnings thereon) to the Participant’s Executive Retirement Account as provided in Section 3.4 and will not be eligible for any benefits under Sections 3.2 and 3.3.
(d) Notwithstanding any Plan provisions to the contrary, if a Participant who has experienced a Separation from Service is rehired on or after January 1, 2018 and becomes an Officer or designated Executive, the Participant will be treated for additional benefit accrual purposes as if he or she was a new participant in the Plan: he or she will be eligible to receive additional ERA Credits (and earnings thereon) as provided in Section 3.4, but will not be eligible for any additional benefit accruals under Sections 3.2 and 3.3.
3.2 Benefit Features
(a) The Plan provides a supplemental retirement benefit calculated in accordance with Section 3.3 below. This supplemental retirement benefit incorporates the following Benefit Features:
(i) Recognition of the amount of Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan due to limits imposed by the Code under Sections 415(b) or 401(a)(17).
(ii) Recognition of deferred Salary that is not recognized for purposes of calculating benefits under the Qualified Plan or Profit Sharing contributions to the Savings Plan.
(iii) Recognition of Bonuses that are not recognized for purposes of calculating benefits under the Qualified Plan.
(b) Participants who are Officers on the date of their termination of employment are eligible for all three Benefit Features. Other Participants are eligible for Benefit Features (i) and (ii) only; provided, however, as to a Participant who was once an Officer but who is not described in the immediately preceding sentence, such Participant shall be eligible for Benefit Features (i) and (ii) only, but his or her benefits shall not be less than if the Participant had terminated employment on December 11, 2012 and had Bonuses recognized for purposes of determining his or her benefits as of December 11, 2012.
(c) Participants in the Predecessor Plan on December 31, 1994 and Participants who were CEOs, Presidents, Executive Vice Presidents or Senior Vice Presidents of EIX or its Affiliates or elected Vice Presidents of EIX, Southern California Edison Company or Edison Capital prior to January 1, 2006, are also eligible for all three Benefit Features and an additional 0.75% benefit accrual for each Year of Service up to ten Years of Service (this additional 0.75% benefit accrual is taken into account when calculating the value of the single life annuity benefit for purposes of Section 3.3(b)), unless they were participants in the Predecessor Plan on December 31, 1992 and elected not to participate in the Executive Disability and Survivor Benefit Program, in which case they are eligible for all three Benefit Features but not for the additional 0.75% benefit accrual.
(d) Notwithstanding the above, elected Vice Presidents of Edison Mission Energy, Edison Mission Marketing and Trading, and Midwest Generation whose Separation from Service occurred prior to January 1, 2006, are eligible for Benefit Features (i) and (ii) only.
(e) Notwithstanding anything to the contrary in this Section 3.2, the three Benefit Features in this Section 3.2 and the additional 0.75% benefit accrual in Section 3.2(c) are subject to the provisions of Section 3.1.
3.3 Benefit Computation
(a) EIX will calculate at the time of a Participant’s Disability (if the Participant first commenced participation in the Plan prior to 2021) or Separation from Service the amount of any benefit payable under the Plan. The benefit payable under this Section 3.3 will be the greater of (1) the value of the single life annuity calculated pursuant to Section 3.3(b), reduced by (i) the value of the single life annuity (unreduced for a contingent annuitant) payable to the Participant under the terms of the Qualified Plan, or other Affiliate defined benefit plan, after taking into account any applicable restrictions or limitations as to such payments required by the Code or other applicable law or the terms of the Qualified Plan, or other applicable Affiliate defined benefit plan; (ii) the actuarial single life annuity value, as defined in the Qualified Plan, of the Participant’s Profit Sharing Account under the Savings Plan, or a successor plan; and (iii) the portion of the Participant’s Social Security benefit specified in the Qualified Plan or (2) the actuarial single life annuity value of the notional account derived from any Executive Profit Sharing Credits allocated to the Participant plus earnings thereon.
(b) The Participant’s Total Compensation and Years of Service will be used to calculate the value of the single life annuity benefit based on the “Supplemental A” formula set forth in Section 4.02(a) of the Qualified Plan, including Subsection (1) but excluding Subsection (2), and Section 4.12(b) of the Qualified Plan (provided, however, that individuals who become Participants after December 31, 2016 shall not be entitled to a benefit in this Plan based on the benefit formula in Section 4.12(b) of the Qualified Plan), and also, in the case of Disability or Death, Exhibit B of the Qualified Plan, or, in the case of Termination of Employment, Exhibit G of the Qualified Plan, notwithstanding the Participant’s eligibility for such benefits under the terms of the Qualified Plan.
(c) Notwithstanding the foregoing, for purposes of determining a Participant’s benefit under clause (x) of Section 3.1(b)(ii), the “Supplemental A” formula set forth in Section 4.02(a) of the Qualified Plan used to determine the value of the Participant’s single life annuity benefit as provided in Section 3.3(b) with respect to any Years of Service accrued after December 31, 2017 shall be modified as follows: “one percent (1%)” shall replace “one and three-quarters percent (1-3/4%)” as applied to the Participant’s Total Compensation for each of the Participant’s first thirty (30) Years of Service; and “one-half of one percent (0.5%)” shall replace “one percent (1%)” as applied to the Participant’s Total Compensation for each of the Participant’s Years of Service in excess of thirty (30).
(d) If a Participant who was an Executive prior to January 1, 2022 (for clarity, this Section 3.3(d) does not apply to any Participant who first became an Executive on or after January 1, 2022) experiences a Qualifying Severance, then an additional Year of Service credit (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Executive Vice Presidents of EIX or Southern California Edison Company, but three years for a Qualifying Officer) and an additional year of age (in the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, two years for Senior Vice Presidents and Executive Vice Presidents of EIX or Southern California Edison Company, but three years for a Qualifying
Officer) shall be included for purposes of the benefit calculation under Section 3.3(b), including in applying the benefit formula under the Qualified Plan for grandfathered employees who are not yet age 55 but who have 68 points. The value added by this severance enhancement shall be the difference between (i) the gross benefit calculated as described in Section 3.3(b) but with the additional age and service credits, before any reduction for benefits under other plans pursuant to Section 3.3(a), and (ii) the unenhanced gross benefit calculated under Section 3.3(b). Notwithstanding anything to the contrary in this Section 3.3(d), if a Participant becomes entitled to benefits under the Severance Plan or any similar successor plan and is subsequently rehired as an Executive prior to the date lump sum payments or initial installment or annuity payments commence, the Participant shall not be entitled to any additional Year of Service or age credits under this Section 3.3.
(e) Participants who are also eligible for Profit Sharing may receive Executive Profit Sharing Credits. If any Profit Sharing contribution is reduced because a portion of the Participant’s Salary is excluded either because of nonqualified Salary deferrals or the limits imposed by Sections 415 and 401(a)(17) of the Code, the amount by which the contribution was reduced will be credited to a notional Executive Profit Sharing Credit account under the Plan as of the date of the Profit Sharing contribution. Amounts in this notional account will earn notional interest at the rates in effect for cash balance interest credits in the Qualified Plan, credited daily and compounded annually. The resulting notional Executive Profit Sharing Credit amount will be taken into account in calculating the benefit described in Section 3.3(a).
(f) The lump sum value of the benefit payable under Sections 3.3 as of the Valuation Date will be actuarially determined as the present value of the Participant’s single life annuity benefit under Section 3.3 as of that date, using the discount rate and mortality table then in effect for lump sum determination in the Qualified Plan, except that the lump sum value may not be less than the value of the notional Executive Profit Sharing Credit account balance as of that date.
(g) A vested Participant who remains employed with an Affiliate until Retirement but is no longer an Officer or designated Executive will retain a Section 3.3 benefit based on the Participant’s Total Compensation and service determined as of the last date of the Participant’s eligible status and reduced by the amounts specified in Section 3.3(a) determined upon the Participant’s Retirement.
(h) As to a Participant whose Separation from Service (or if earlier, Disability) occurs after December 31, 2016, the following additional rules shall apply in calculating the amount of any benefit payable under the Plan with respect to the Participant’s accrued but unused Sick Time Allowance Credits (as that term is used in the Qualified Plan):
(i) In applying the benefit formula set forth in Section 4.12(b) of the Qualified Plan, the Participant’s accrued but unused Sick Time Allowance Credits taken into account for purposes of this Section 3.3 shall be the lesser of (a) the Participant’s accrued but unused Sick Time Allowance Credits as of December 31, 2016, or (b) the Participant’s accrued but unused Sick Time Allowance Credits as of the Participant’s Separation from Service (or if earlier, Disability).
(ii) The form and timing of payment of the benefit attributable to such accrued but unused Sick Time Allowance Credits shall be deemed to be calculated under Section 4.12(b) of the Qualified Plan as in effect on January 1, 2015 (disregarding, for example, any change in the Qualified Plan that takes effect after that date to provide for such benefit to be paid in a single lump sum).
(i) Notwithstanding anything to the contrary in this Section 3.3, the benefits calculated pursuant to this Section 3.3 are subject to the provisions of Section 3.1.
3.4 Executive Retirement Account Credits
This Section 3.4 shall be effective January 1, 2018.
(a) ERA Credits for Non-Cash-Balance Participants. For each calendar year (commencing with 2018), ERA Salary Credits will be added by the Administrator to the Non-Cash-Balance Participant's Executive Retirement Account in an amount equal to the sum of (i) twelve percent (12%) of the Non-Cash-Balance Participant’s ERA Salary Base for the calendar year plus (ii) the product of such Participant’s Profit Sharing Modifier Percentage multiplied by such Participant’s 401(k) Earnings for that calendar year. Beginning with the 2018 Bonus (which is payable in 2019), ERA Bonus Credits will be added by the Administrator to the Non-Cash-Balance Participant's Executive Retirement Account in an amount equal to twelve percent (12%) of the Non-Cash-Balance Participant’s Bonus. ERA Credits will be credited (conditionally until vesting and subject to Section 3.4(c)) to the Executive Retirement Account effective as of the time the ERA Salary Base or Bonus to which the ERA Credits relate is actually paid. If a Non-Cash-Balance Participant has his or her employment transferred from an Affiliate to a non-participating affiliate of EIX, then ERA Bonus Credits will be added for the Non-Cash-Balance Participant’s Bonus with respect to the Non-Cash-Balance Participant’s employment by the Affiliate during the year in which the transfer occurred. As to a Non-Cash Balance Participant who is first employed by an Affiliate on or after January 1, 2021 and who commences participation in the Plan in the calendar year the individual is first employed by an Affiliate, ERA Salary Credits will be added by the Administrator to the Non-Cash-Balance Participant's Executive Retirement Account for the calendar year in which the Participant is first employed by an Affiliate, in an amount equal to the result of the following formula, but only if the result is a positive number: (i) six percent (6%) of the Participant’s 401(k) Earnings for that calendar year, minus (ii) the maximum matching contribution that could be made to the Participant under the Savings Plan for that calendar year assuming that the Participant maximized the Participant’s “Deferrals” to the Savings Plan for that calendar year and taking into account, without limitation, (x) the limits under Section 402(g) of the Code and (y) the Participant’s substantiated elective deferrals for that calendar year to any plan sponsored by an entity that is not a component member of EIX’s “controlled group of corporations” within the meaning of Section 414(b) of the Code. Any ERA Credits pursuant to the preceding sentence will be credited (conditionally until vesting and subject to Section 3.4(c)) to the Participant’s Executive Retirement Account effective as of the last day of the calendar year with respect to which such amounts are being credited.
ERA Credits for 2018 for Other Participants. For purposes of the 2018 calendar year for Participants who are not Non-Cash-Balance Participants, ERA Credits will be added by the Administrator to the Participant's Executive Retirement Account in an amount equal to twelve percent (12%) of the Participant’s ERA Salary Base for 2018. In addition, ERA Credits will be added by the Administrator to the Participant's Executive Retirement Account in an amount equal to twelve percent (12%) of the Participant’s 2018 Bonus (which is payable in 2019). ERA Credits will be credited (conditionally until vesting and subject to Section 3.4(c)) to the Executive Retirement Account effective as of the time the ERA Salary Base or Bonus to which the ERA Credits relate is actually paid. If a Participant has his or her employment transferred from an Affiliate to a non-participating affiliate of EIX, then ERA Bonus Credits will be added for the Participant’s Bonus with respect to the Participant’s employment by the Affiliate during the year in which the transfer occurred.
ERA Credits for True-Up Participants. For True-Up Participants, the amount of ERA Salary Credits for a calendar year after 2018 will be the result of the following formula: twelve percent (12%) of the Participant’s Salary for the calendar year, minus the sum of (i) the Participant’s Cash Balance Pay Credits for the calendar year and (ii) six percent (6%) of the Participant’s 401(k) Earnings for the calendar year. The amount of ERA Bonus Credits for a calendar (beginning with the 2019 Bonus payable in 2020) will equal twelve percent (12%) of the Participant’s Bonus for the calendar year, subject to the following reduction: if the equation for a Participant’s ERA Salary Credits for a calendar year results in a negative number (the “Adjustment”), then the Participant’s ERA Salary Credits for that calendar year will be zero and the Adjustment will be applied to the Participant’s ERA Bonus Credits for that calendar year, thereby reducing the ERA Bonus Credits; if the Adjustment would reduce the Participant’s ERA Bonus Credits for that calendar year below zero, then the Participant’s ERA Bonus Credits for that calendar year will be zero and the remainder of the Adjustment (i.e., the amount of the Adjustment remaining when ERA Bonus Credits are reduced to zero) will be disregarded. ERA Credits will be added by the Administrator to the True-Up Participant's Executive Retirement Account by April 30 of the following year. ERA Salary Credits for a calendar year will be credited (conditionally until vesting and subject to Section 3.4(c)) to the True-Up Participant's Executive Retirement Account effective as of December 31 of the calendar year; provided, however, for a calendar year in which a True-Up Participant experiences a Separation from Service or Disability, the True-Up Participant’s ERA Salary Credits for that calendar year will be added to his or her Executive Retirement Account within 60 days of, and will be credited effective as of, the Separation from Service or Disability. ERA Bonus Credits for a calendar year will be credited (conditionally until vesting and subject to Section 3.4(c)) to the True-Up Participant's Executive Retirement Account effective as of the date the Bonus to which the ERA Credits relate is actually paid. If a Participant has his or her employment transferred from an Affiliate to a non-participating affiliate of EIX, then ERA Credits will be added to the Participant's Executive Retirement Account with respect to Salary and Bonus attributable to the Participant’s employment by the Affiliate during the year in which the transfer occurred.
(b) ERA Interest Credits for Non-Cash-Balance Participants. The Administrator will credit interest at the Crediting Rate (conditionally until vesting and subject to Section 3.4(c)) to a Non-Cash-Balance Participant’s Executive Retirement Account on a daily basis, compounded
annually, until the Valuation Date. No interest will be credited on ERA Credits for any date on or before the date when the ERA Salary Base or Bonus to which the ERA Credit relates is actually paid (for example, if a Participant’s 2018 Bonus is paid on February 28, 2019, the related ERA Credits will be credited as of that date and interest will begin being credited on those ERA Credits on a go-forward basis as of March 1, 2019). After the Valuation Date, interest will be credited in accordance with Section 3.7.
ERA Interest Credits for 2018 Salary and Bonus for Other Participants. With respect to ERA Credits for Salary and Bonus for 2018 for a Participant who is not a Non-Cash Balance Participant, the Administrator will credit interest at the Crediting Rate (conditionally until vesting and subject to Section 3.4(c)) to the Participant’s Executive Retirement Account on a daily basis, compounded annually, commencing on the date described in the next sentence and continuing until the Valuation Date. Interest will be credited commencing the day following the date when the ERA Salary Base or Bonus to which the ERA Credit relates is actually paid (for example, if a Participant’s 2018 Bonus is paid on February 28, 2019, the related ERA Credits will be credited as of that date and interest will begin being credited on those ERA Credits on a go-forward basis as of March 1, 2019). After the Valuation Date, interest will be credited in accordance with Section 3.7.
ERA Interest Credits for True-Up Participants. With respect to ERA Credits for Salary and Bonus for 2019 and subsequent years for True-Up Participants, the Administrator will credit interest (conditionally until vesting and subject to Section 3.4(c)) in the manner described in this paragraph. With respect to ERA Salary Credits for a Plan Year, the Administrator will credit interest as follows: the ERA Salary Credits for the Plan Year (after the Adjustment, if any) will be multiplied by the annual Crediting Rate (converted into a decimal format) and the result will be multiplied by a fraction, the numerator of which is the number of months in the Plan Year during which the True-Up Participant served at least one day as an Executive, and the denominator of which is twenty-four (24); the resulting simplified interest will be credited on the “Simplified Interest Crediting Date,” which shall be December 31 of the Plan Year or, if earlier, the last day of the month in which the Participant’s Separation from Service or Disability occurs; commencing the day after the Simplified Interest Crediting Date, interest will be credited at the Crediting Rate on a daily basis, compounded annually, until the Valuation Date. With respect to ERA Bonus Credits for a Plan Year, no interest will be credited for the date as of which the ERA Bonus Credits (after the Adjustment, if any) are credited, but commencing as of the following day, the Administrator will credit interest at the Crediting Rate on a daily basis, compounded annually, until the Valuation Date. After the Valuation Date, all interest will be credited in accordance with Section 3.7.
Prospective Changes. Notwithstanding anything to the contrary in this Section 3.4(b), the Administrator, or its delegate, may prospectively change the methodology for calculating ERA Interest Credits.
(c) In the event a Participant is entitled to the benefit specified in Section 3.1(b)(i), the Participant’s Executive Retirement Account shall be disregarded and automatically cancelled.
(d) In the event a Participant is entitled to the benefit specified in Section 3.1(b)(ii) or Section 3.1(c), the benefit attributable to the Participant’s Executive Retirement Account shall be subject to the payment election provisions of Article 4 and, if the Participant’s benefit is determined under Section 3.1(b)(ii), the Participant’s Executive Retirement Account shall be paid on the same schedule as the Participant’s benefit determined under Sections 3.2 and 3.3.
(e) If a Participant who was an Executive prior to January 1, 2022 (for clarity, this Section 3.4(e) does not apply to any Participant who first became an Executive on or after January 1, 2022) experiences a Qualifying Severance, then ERA Credits will be added by the Administrator to the Participant's Executive Retirement Account in an amount equal to twelve percent (12%) times the sum of (i) the Participant’s ERA Salary Base Differential plus (ii) the Participant’s Target Bonus Amount. In the case of a Qualifying Termination Event associated with a Change in Control as defined in the Severance Plan, “twelve percent (12%)” in the preceding sentence will be replaced by: “twenty-four percent (24%)” if the Participant is a Senior Vice President or Executive Vice President of EIX or Southern California Edison Company; “thirty-six percent (36%)” if the Participant is a Qualifying Officer. Such ERA credits will be credited effective as of the date of the Separation from Service. Notwithstanding anything to the contrary in this Section 3.4(e), if a Participant becomes entitled to benefits under the Severance Plan or any similar successor plan and is subsequently rehired as an Executive prior to the date lump sum payments or initial installment or annuity payments commence, any additional ERA credits under this Section 3.4(e) shall be disregarded and automatically cancelled.
(f) Notwithstanding anything to the contrary in this Section 3.4, the Administrator, or its delegate, may prescribe rules in the form or instructions for any Payment Election for a Plan Year that are different than the rules set forth in this Section 3.4 for purposes of determining Executive Retirement Account credits for the Plan Year. For clarity, no ERA Credits will be credited with respect to a Participant for any Plan Year prior to the Plan Year in which the individual is first a Participant.
3.5 Vesting
Subject to the provisions of Section 3.4, the right to receive benefits under the Plan (including any amounts credited to a Participant’s Executive Retirement Account, if a Participant is entitled to such amounts under Section 3.1) will vest (i) when the Participant has completed five Years of Service with an Affiliate, (ii) upon the Participant’s Disability while employed with an Affiliate, (iii) upon the Participant’s death while employed with an Affiliate, or (iv) upon the Participant’s Separation from Service if the Participant experiences a Qualifying Severance. Notwithstanding the foregoing, credits and benefits under the Plan (together with any earnings or interest credited thereon pursuant to the Plan) shall be subject to recoupment and/or forfeiture to the extent that they are calculated or based upon a Bonus or other incentive-based compensation that is subject to forfeiture and/or recoupment in accordance with applicable law, pursuant to any recoupment, “clawback” or similar policy maintained by EIX or its Affiliates, or pursuant to the terms of the Bonus award or incentive-based compensation award to which the credits or benefits relate.
3.6 Adjustment for Final Bonus
If the final Bonus is determined after benefits under the Plan are paid or commenced, the benefit will be recalculated from inception (as a point of clarity, ERA Credits for the final Bonus will be credited, in accordance with and subject to Section 3.4, as of the date the Bonus is actually paid, but for purposes of Section 3.1(b) the value of those ERA Credits will be calculated as of the Valuation Date using the discount rate in effect for lump sum determination in the Qualified Plan as of the Valuation Date) and a one-time adjustment will be made to true-up payments already made, and future payments, if any, will be adjusted accordingly. Any true-up payment will be made within two and one-half months of the date the final Bonus is determined.
3.7 Valuation Date Notional Account
A notional account will be established as the Plan benefit as of the Valuation Date, with an initial value equal to the lump sum value calculated pursuant Article 3. The account will be credited with interest at the Crediting Rate on a daily basis, compounded annually, until the account has been fully paid out (or annuity payments commence, as the case may be) according to the terms of the Plan and the Participant’s Payment Election.
ARTICLE 4 PAYMENT ELECTIONS1
4.1 Primary Payment Election for Plan Years Prior to 2019 (except as otherwise provided)
(a) Each year (through December 31, 2017), a Participant may make a Primary Payment Election specifying the payment schedule for the benefits to be accrued in the following Plan Year (concluding with the 2018 Plan Year) by submitting an election to the Administrator in such time and manner established by the Administrator. By way of example, benefits attributable to Bonus compensation will be treated as accrued during the Plan Year when the relevant services are performed (and not any later year when the Bonus is actually paid), and any benefits attributable to additional Year of Service or age credits triggered by a Participant’s Separation from Service under the Severance Plan will be treated as accrued during the Plan Year when the Participant’s Separation from Service occurs.
(b) Except as otherwise provided in this paragraph, a Primary Payment Election made for one Plan Year shall apply for subsequent Plan Years unless prior to a subsequent Plan Year the Participant submits a new Primary Payment Election for the subsequent Plan Year. If (i) a Primary Payment Election in effect with respect to one Plan Year (the first Plan Year) carries over and applies to the next Plan Year (the second Plan Year) pursuant to the preceding sentence, and (ii) the Participant’s Primary Payment Election in effect with respect to the first Plan Year is that payments shall commence upon the later of the Participant’s Retirement or the first day of a specific month and year, then the same Primary Payment Election (including the same specified date) will apply to the second Plan Year; provided that if the specified date payout election in
1 For purposes of clarity, the provisions of this Plan regarding Payment Elections for the 2021 Plan Year are effective beginning with Payment Elections made in 2020 for the 2021 Plan Year.
effect with respect to the first Plan Year is a date in the first or second Plan Year, the Participant shall be deemed to have made a Primary Payment Election for the second Plan Year that the benefits accrued in the second Plan Year shall commence payment upon the Participant’s Retirement.
(c) On or before December 31, 2008, Participants may make a special Primary Payment Election in accordance with the transition rule under Section 409A of the Code for Plan benefits previously scheduled to commence payment after the calendar year in which the special Primary Payment Election is made.
(d) The choices available for a Primary Payment Election are as provided in the applicable Primary Payment Election form, but may include the following:
(i) Joint and survivor life annuity paid in monthly installments; or
(ii) Contingent life annuity paid in monthly installments; or
(iii) Monthly installments for 60 to 180 months; or
(iv) A single lump sum; or
(v) Two to fifteen installments paid annually; or
(vi) Any combination of the choices listed in (iii), (iv) and (v).
Payments under a Primary Payment Election may commence upon (i) the Participant’s Retirement, (ii) the later of the Participant’s Retirement or the first day of a specific month and year, or (iii) the first day of the month that is a specified number of months and/or years following the Participant’s Retirement or the first day of a specified month a specified number of years following the calendar year in which the Participant’s Retirement occurs (provided that if the date otherwise determined pursuant to clauses (ii) and (iii) is later than the later of the Participant’s Retirement or the month and year in which the Participant attains age 75, the date pursuant to clauses (ii) and (iii) shall be the later of the Participant’s Retirement or the month and year in which the Participant attains age 75). If the Participant elects under a Primary Payment Election to receive payment pursuant to clause (ii) and the Participant dies prior to the later of Retirement or the specified payment date, payment shall be made pursuant to the Participant’s Contingent Payment Election (if any) for the Participant’s death (regardless of whether the Participant’s death occurs while the Participant is employed by an Affiliate or thereafter).
(e) If no Primary Payment Election has been made, the Primary Payment Election shall be deemed to be a joint and survivor annuity paid in monthly installments commencing upon the Participant’s Retirement (or, if earlier, the Participant’s death or Disability); provided, however, that if a Participant first becomes an Officer or a designated Executive on or after January 1, 2018, the Primary Payment Election shall be deemed (if no Primary Payment Election has been made) to be a lump sum payable upon Retirement (or, if earlier, the Participant’s death or Disability).
(f) Subject to Section 4.5, lump sum payments or initial installment or annuity payments will be made within 90 days (60 days in the case of a payment triggered by a specified payment date) of the scheduled dates, and interest will be added at the Crediting Rate to the payment amount for the days elapsed between the scheduled payment date and the actual date of payment. If the Participant’s delivery of a release would change the amount of his or her Plan benefit, and the period for the Participant to consider, execute, and revoke such release spans two different calendar years, and the 90- or 60-day period, as applicable, specified above for the payment of any benefit contingent on such release also spans those two years, payment of the portion of the benefit contingent upon such release (and earnings thereon) shall be made in the time period otherwise specified above but in the second of those two years.
If paid in installments, the installments will be paid as follows:
(i) For purposes of calculating installments, the account will be valued as of the Valuation Date and subsequently as of December 31 each year, with installments for the next calendar year adjusted according to procedures established by the Administrator.
(ii) For individuals who first commenced participation in the Plan prior to 2021, the installments will be paid in amounts that will amortize the balance with interest credited at the Crediting Rate on a daily basis, compounded annually, over the period of time benefits are to be paid.
(iii) For individuals who first commenced participation in the Plan after 2020, annual installment amounts shall be determined by dividing (a) by (b), where (a) equals the account value as of the last valuation under clause (i) above and (b) equals the remaining number of installment payments. The balance will continue to be credited with interest at the Crediting Rate until the last installment payment is made.
Notwithstanding anything herein to the contrary, distribution in installments shall be treated as a single payment as of the date of the initial installment for purposes of Section 409A of the Code. If paid in monthly installments, the installments may be paid in a single check or in more than one check for any given month, provided that in either such case the total amount of the monthly payment shall not change.
If the applicable Payment Election or deemed Payment Election is for payment in the form of an annuity, the annuity value of the Plan benefit will be calculated in a manner consistent with the provisions of the Qualified Plan except that this Plan will govern where its provisions under Section 3.3 (which shall also apply to Section 3.4(d) for purposes of calculating the applicable annuity value of any benefit derived from an Executive Retirement Account) are inconsistent with those of the Qualified Plan.
4.1.1 Payment Election for 2019 and Later Plan Years
(a) If a Participant first commenced participation in the Plan prior to 2021, the Participant may elect, as part of a Payment Election for each Plan Year from 2019 through 2021, and subject to the conditions set forth in this Section 4.1.1, that payments commence upon: (i) the Participant’s Payment Event; (ii) the later of the Participant’s Payment Event or January 1 of a specified year that may be no later than the year in which the Participant attains age 75; (iii) January 1 of the year following the Payment Event; or (iv) January 1 of the fifth year following the Payment Event. If the date otherwise determined pursuant to clauses (iii) and (iv) above is later than the later of the Participant’s Payment Event or the month and year in which the Participant attains age 75, the commencement date pursuant to clauses (iii) and (iv) shall be the later of the Participant’s Payment Event or the month and year in which the Participant attains age 75. If the Payment Event is a Separation from Service prior to Retirement (other than due to death), the commencement date pursuant to clauses (i) through (iv) above shall be determined as if the Payment Event was the later of the Participant’s Separation from Service or the first day of the month of the Participant’s 55th birthday.
If a Participant first commenced participation in the Plan after 2020, the Participant may elect, as part of a Payment Election that applies to all Plan benefits accrued by the Participant in the Plan Year of initial participation and all subsequent Plan Years, and subject to the conditions set forth in this Section 4.1.1, that payments commence upon: (i) the later of January 1 of the year following the Participant’s Payment Event or the first day of the seventh month following the Participant’s Payment Event; or (ii) the later of the first day of the seventh month following the Participant’s Payment Event or January 1 of a specified year; provided, however, that if the Payment Event is a Separation from Service prior to Retirement (other than due to death), the commencement date shall be determined as if the Payment Event was the later of the Participant’s Separation from Service or the first day of the month of the Participant’s 55th birthday.
Notwithstanding any provisions to the contrary in this Plan, a Participant’s Payment Election for the 2021 Plan Year (or for the first Plan Year that the individual participates in the Plan, if the individual is not a Participant for the 2021 Plan Year) shall also apply to all benefits accrued by the Participant under the Plan in all subsequent Plan Years (the “Single Payment Election for 2021 and Later Years”).
Unless otherwise provided by the Administrator, or its delegate, in the applicable Payment Election form or instructions, the choices available for a Payment Election are as follows: a single lump sum; five, ten or fifteen installments paid annually; a joint and survivor life annuity paid in monthly installments; or Contingent life annuity paid in monthly installments.
Notwithstanding any provisions of the preceding paragraphs in this Section 4.1.1(a) to the contrary, benefits accrued with respect to the 2019 Plan Year or any subsequent Plan Year by an individual who first commenced participation in the Plan prior to 2021 shall (except as provided in the next paragraph) be subject to the following payment rules: (i) if a Participant dies or, while employed by an Affiliate, becomes Disabled before payments have commenced, then payments shall be made in a lump sum upon (or within 90 days following) the Participant’s death or
Disability; (ii) if a Participant dies or, while employed by an Affiliate, becomes Disabled after payments have commenced but before all payments have been completed, then all of the Participant’s remaining benefits shall be made in a lump sum upon (or within 90 days following) the Participant’s death or Disability; provided, however, that (iii) if a Participant who dies had elected either a joint and survivor annuity or a Contingent life annuity with a survivor benefit, then the survivor benefit shall be paid in accordance with the terms of the Participant’s Payment Election. Notwithstanding any provisions of the preceding paragraphs in this Section 4.1.1(a) to the contrary, benefits accrued by an individual who first commenced participation in the Plan after 2020 shall (except as provided in the next paragraph) be subject to the following payment rules: (i) if a Participant dies before payments have commenced, then payments shall be made in a lump sum upon (or within 90 days following) the Participant’s death; (ii) if a Participant dies after payments have commenced but before all payments have been completed, then all of the Participant’s remaining benefits shall be made in a lump sum upon (or within 90 days following) the Participant’s death; provided, however, that (iii) if a Participant who dies had elected either a joint and survivor annuity or a Contingent life annuity with a survivor benefit, then the survivor benefit shall be paid in accordance with the terms of the Participant’s Payment Election.
Notwithstanding any provisions of this Section 4.1.1 to the contrary, if a Participant who has a Primary Payment Election in effect with respect to the 2018 Plan Year (including a deemed election) does not make a new Payment Election for benefits accrued for the 2019 Plan Year, then Sections 4.1(b) and 4.2(b) (and not the preceding provisions of this Section 4.1.1) shall continue to apply to such Participant and the Primary Payment Election (including a deemed election) for the 2018 Plan Year and the Contingent Payment Election (including a deemed election) for the 2018 Plan Year (such Primary Payment Election and Contingent Payment Election, the “2018 Elections”) shall apply for the 2019 Plan Year and then for the 2020 Plan Year and then for the Single Payment Election for 2021 and Later Years, unless prior to such subsequent Plan Year (but no later than 2020 for the Single Payment Election for 2021 and Later Years) the Participant submits a new Payment Election pursuant to this Section 4.1.1 for the subsequent Plan Year. For clarity, as to any benefits accrued for a Plan Year as to which a Participant’s 2018 Elections apply, such benefits shall be paid in accordance with Sections 4.1(b) and 4.2(b) and such 2018 Elections, and the preceding paragraphs of this Section 4.1.1 (including, without limitation, the death and Disability payment rules of the preceding paragraph) shall not apply.
(b) Except as otherwise provided in this Section 4.1.1, a Payment Election made for one Plan Year shall apply for subsequent Plan Years unless prior to such subsequent Plan Year (but no later than 2020 for the Single Payment Election for 2021 and Later Years) the Participant submits a new Payment Election for the subsequent Plan Year. If a Payment Election in effect with respect to one Plan Year (the first Plan Year) carries over and applies to the next Plan Year (the second Plan Year) pursuant to this paragraph, and the Participant’s Payment Election in effect with respect to the first Plan Year includes a specified date payout election pursuant to clause (ii) of Section 4.1.1(a), that date will apply to the second Plan Year; provided that if the specified date payout election in effect with respect to the first Plan Year is a date in the first or second Plan Year, the Participant shall be deemed to have made a Payment Election for the
second Plan Year that the benefits accrued in the second Plan Year shall commence payment upon the Participant’s Payment Event.
(c) A Payment Election with respect to a Plan Year shall be made in such time and manner established by the Administrator, but in all events (except as provided in the next sentence) prior to the start of the Plan Year with respect to which the election is made. An individual who is first selected as a Participant in this Plan may make a Payment Election within thirty days (or such shorter period as may be prescribed by the Administrator) after the date the individual first becomes a Participant. In each case, if no Payment Election has been made by the Participant, the Participant’s Payment Election shall be deemed to be a lump sum payable, for Participants who first commenced participation in the Plan prior to 2021, upon the earliest of the Participant’s Payment Event, death, or Disability, and for Participants who first commenced participation in the Plan after 2020, upon the earlier of (i) death or (ii) the later of January 1 of the year following the Participant’s Payment Event or the first day of the seventh month following the Participant’s Payment Event; provided, however, that if the Payment Event is a Separation from Service prior to the first day of the month of the Participant’s 55th birthday, the commencement date shall be the first day of the month of the Participant’s 55th birthday.
(d) The provisions in Section 4.1(f) also apply to this Section 4.1.1.
(e) Notwithstanding anything to the contrary in this Section 4.1.1, the Administrator, or its delegate, may prescribe rules in the form or instructions for any Payment Election that are different than the rules set forth in this Section 4.1.1 as to the benefits covered by such Payment Election, including expanding or limiting the forms of payment and payment commencement dates available for the Payment Election and prescribing different payment rules for death and Disability.
4.2 Contingent Payment Elections for Plan Years Prior to 2019 (except as otherwise provided)
(a) Each year (through December 31, 2017), a Participant may make Contingent Payment Elections for each of the Contingent Events of (1) the Participant’s death while employed by an Affiliate, (2) the Participant’s Disability while employed by an Affiliate, and (3) Termination of Employment for the benefits to be accrued in the following Plan Year (concluding with the 2018 Plan Year), which election will take effect upon the first Contingent Event that occurs before the Participant’s Retirement, by submitting an election to the Administrator in such time and manner established by the Administrator.
(b) Except as otherwise provided in this paragraph, a Contingent Payment Election made for one Plan Year shall apply for subsequent Plan Years unless prior to a subsequent Plan Year the Participant submits a new Contingent Payment Election for the subsequent Plan Year. If (i) a Contingent Payment Election in effect with respect to one Plan Year (the first Plan Year) carries over and applies to the next Plan Year (the second Plan Year) pursuant to the preceding sentence, and (ii) the Participant’s Contingent Payment Election in effect with respect to the first Plan Year is that payments shall commence upon the later of the Participant’s Contingent Event or the first day of a specific month and year, then the same Contingent Payment Election
(including the same specified date) will apply to the second Plan Year; provided that if the specified date payout election in effect with respect to the first Plan Year is a date in the first or second Plan Year, the Participant shall be deemed to have made a Contingent Payment Election for the Second Plan Year that the benefits accrued in the second Plan Year shall commence payment upon the Participant’s Contingent Event.
(c) The choices available for the Contingent Payment Elections are those specified in Section 4.1 except that the references to Retirement shall instead be the applicable Contingent Event if the event is death or Disability or the first day of the month of the Participant’s 55th birthday (or, if later, Termination of Employment) if the Contingent Event is Termination of Employment.
If the Participant has made no Contingent Payment Election and a Contingent Event occurs prior to Retirement, the Administrator will pay the benefit as specified in the Participant’s Primary Payment Election, except that payments scheduled for payment or commencement of payment “upon Retirement,” or with a payment date determined by reference to Retirement, will be paid, commence or have payment determined by reference to the first day of the month following the date of the Contingent Event if the Contingent Event is the Participant’s death or Disability, but will be the first day of the month of the Participant’s 55th birthday (or, if later, Termination of Employment) if the Contingent Event is Termination of Employment. If a Contingent Event occurs prior to Retirement and the Participant has made neither a Primary Payment Election nor a Contingent Payment Election, the Payment Election shall be deemed to be a joint and survivor life annuity payable on the first day of the month following the date of the Contingent Event if the Contingent Event is the Participant’s death or Disability, but payable on the first day of the month of the Participant’s 55th birthday (or, if later, the first day of the month following the month in which the Participant’s final day of employment occurs prior to Termination of Employment) if the Contingent Event is Termination of Employment. Notwithstanding the foregoing, if a Participant first becomes an Officer or a designated Executive in 2018, the Contingent Payment Election shall be deemed to be a lump sum payable upon on the first day of the month following the date of the Contingent Event if the Contingent Event is the Participant’s death or Disability, but payable on the first day of the month of the Participant’s 55th birthday (or, if later, Termination of Employment) if the Contingent Event is Termination of Employment.
4.3 Changes to Payment Elections
Participants may change an existing Payment Election, including a deemed Payment Election, by submitting a new written Payment Election to the Administrator, subject to the following conditions: (1) the new Payment Election shall not be effective unless made at least twelve months before the payment or commencement date scheduled under the prior Payment Election, (2) the new Payment Election must defer a lump sum payment or commencement of installment or life annuity payments for a period of at least five years from the date that the lump sum would have been paid or installment or life annuity payments would have commenced under the prior Payment Election, and (3) the election shall not be effective until twelve months after it is filed with the Administrator. For Payment Election changes submitted before 2021, a Payment
Election change will not be effective if at the time such new Payment Election is made, the imposition of the five-year delay would require that the benefits to be paid pursuant to such Payment Election would not begin until Participant’s 75th birthday. Except as otherwise provided by the Administrator, or its delegate, in the form or instructions for a Payment Election change submitted after 2020, any such Payment Election change as to a Payment Event or (in the case of a change to a Contingent Payment Election) death (or, in either case, a date determined with reference to a Payment Event or death) will not be effective unless the new Payment Election defers the applicable payment start date by exactly five years from the start date under the prior Payment Election (for clarity, to the extent a Payment Election provides for payment to commence upon a specified date, rather than a date determined with reference to a Payment Event or death, the new Payment Election may defer the specified date by five or more years). After 2018, the payment schedules available under a new Payment Election are those prescribed by the Administrator, or its delegate, in the form or instructions for the Payment Election change, subject to the conditions specified in this paragraph. After 2018, a Participant will only be given one opportunity to change a Payment Election for benefit accruals with respect to each of the following (i) each Plan Year prior to 2021 and (ii) the Single Payment Election for 2021 and Later Years.
Participants who have elected a form of life annuity as their Primary Payment Election or Contingent Payment Election (including any deemed Payment Election) may change such election from one form of life annuity to another form of life annuity otherwise permitted by the Plan (to the extent applicable) by submitting a new written Payment Election to the Administrator, subject to the following conditions: (1) the new Payment Election shall not be effective unless made before the payment or commencement date scheduled under the prior Payment Election, (2) the payment or commencement date under the prior Payment Election is not changed (or the change is made pursuant to the provisions of the preceding paragraph), and (3) the annuities are actuarially equivalent (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)(ii).
4.4 Small Benefit Exception
Notwithstanding the foregoing, the Administrator may, in its sole discretion and as determined by it in writing, pay the benefits in a single lump sum if the sum of all benefits payable to the Participant under this Plan and all Similar Plans is less than or equal to the applicable dollar amount under Section 402(g)(1)(B) of the Code.
4.5 Six-Month Delay in Payment for Specified Employees
Notwithstanding anything herein to the contrary, in the event that a Participant who is a Specified Employee is entitled to a distribution from the Plan due to the Participant’s Separation from Service, the lump sum payment or the commencement of installment or life annuity payments, as the case may be, may not be scheduled to occur or occur before the date that is the earlier of (1) six months following the Participant’s Separation from Service for reasons other than death or (2) the Participant’s death.
4.6 Conflict of Interest Exception, Etc.
Notwithstanding the foregoing, the Administrator may, in its sole discretion, pay benefits in a single lump sum if permitted under Treasury Regulation Section 1.409A-3(j)(4)(iii). In addition, the Administrator may, in its sole discretion, accelerate benefits, and pay such benefits in a single lump sum, if and to the extent permitted under any of the other exceptions specified in Treasury Regulation Section 1.409A-3(j)(4) to the general rule in Section 409A of the Code prohibiting accelerated payments, provided that the terms of Section 4.4 of the Plan shall govern whether benefits will be paid in a single lump sum pursuant to the small benefit exception contained in Treasury Regulation Section 1.409A-3(j)(4)(v).
ARTICLE 5 SURVIVOR BENEFITS
5.1 Payment
Following the Participant’s death, payment of the Participant’s benefit will be made to the Participant’s Beneficiary or Beneficiaries according to the payment schedule elected or deemed elected according to Article 4, subject to the payment provisions (if applicable) of Section 4.1.1.
5.2 Benefit Computation
In addition, if the applicable Payment Election or deemed Payment Election is for a joint and survivor life annuity, the survivor benefit is 50% of the Participant’s annuity amount, payable only to the spouse married to the Participant at the earlier of the commencement of Plan benefit payments to the Participant or the Participant’s death, but actuarially reduced if that spouse is more than five years younger than the Participant. If the election is for a contingent life annuity, the survivor benefit will be as elected. The survivor benefit associated with a life annuity will be calculated in a manner consistent with the survivor benefit provisions of the Qualified Plan except that this Plan will govern where its provisions under Sections 3.3 and 3.4(d) are inconsistent with those of the Qualified Plan. Notwithstanding the preceding provisions of this Section 5.2, if the Payment Election or deemed Payment Election is for a joint and survivor annuity, or a contingent life annuity, and the Participant dies on or after December 8, 2021 and while employed by an Affiliate, the survivor benefit as to any distribution of Plan benefits triggered by such Separation from Service will equal 100% of the Participant’s benefit (i.e., not reduced to 50% or 75% of the Participant’s annuity amount), but such benefit shall still be actuarially reduced (as otherwise provided above) for the age of the spouse or contingent annuitant, as applicable.
ARTICLE 6 BENEFICIARY DESIGNATION
The Participant will have the right, at any time, to designate any person or persons or entity as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Participant’s death; provided that if the Participant has elected (or is
deemed to have elected) a Payment Election in the form of a joint and survivor life annuity or a contingent life annuity and designates a new person or entity as Beneficiary after annuity payments have commenced, the annuity payments to such newly designated Beneficiary must be made in the same amounts and at the same times as payments would have been made to the designated Beneficiary immediately preceding the commencement of payments. The Beneficiary designation will be effective when it is submitted to the Administrator during the Participant’s lifetime in accordance with procedures established by the Administrator.
The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of a Participant subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Participant’s new spouse has previously been designated as the sole primary Beneficiary. The spouse of a married Participant must consent in writing to any designation of a Beneficiary other than the spouse.
If a Participant fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Participant, then the Administrator will direct the distribution of the benefits to the Participant’s estate. If a primary Beneficiary dies after the Participant’s death but prior to completion of the distribution of benefits under this Plan, and no contingent Beneficiary has been designated by the Participant, any remaining payments will be made to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.
ARTICLE 7 CONDITIONS RELATED TO BENEFITS
7.1 Nonassignability
The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Participant or other claimants and from all orders, decrees, levies, garnishment or executions against any Participant to the fullest extent allowed by law. Notwithstanding the foregoing, the benefit payable to a Participant may be assigned in full or in part, pursuant to a domestic relations order of a court of competent jurisdiction.
7.2 Unforeseeable Emergency
A Retired Participant, a Participant who has a Disability, or a Participant who is age 55 or older may submit a hardship distribution request to the Administrator in writing setting forth the reasons for the request. The Administrator will have the sole authority to approve or deny such requests. Upon a finding that the Participant has suffered an Unforeseeable Emergency, the Administrator may in its discretion, permit the Participant to accelerate distributions of benefits under the Plan in the amount reasonably necessary to alleviate the Unforeseeable Emergency.
7.3 No Right to Assets
A Participant’s benefits paid under the Plan will be paid from the general funds of the Participant’s Employer, and the Participant and any Beneficiary will be no more than unsecured general creditors of that Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Participant nor the Beneficiary will have a claim to benefits from any other Affiliate. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under the Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Participants, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Participant (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 7.3, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Participant will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 7.3 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Participants for which the election is applicable. The funding arrangements established by EIX at the time of its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of Plan benefit obligations that are assumed by EIX. Such a method may include, but is not limited to, lump sum payment by an Affiliate to EIX of relevant benefits accrued through the date of EIX’s election based on the Projected Benefit Obligation (“PBO”) with regular periodic payments to EIX of continuing accruals; regular periodic payments by an Affiliate to EIX of benefits accrued based on the PBO beginning with the date of EIX’s election through the date such benefits become due under the Plan; lump sum payment by an Affiliate to EIX at the time benefits become due under the Plan; or intercompany payables and receivables used with funding on a “pay-as-you-go” basis.
7.4 Protective Provisions
The Participant will cooperate with the Administrator by furnishing any and all information requested by the Administrator, in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Administrator may deem necessary and signing such consents to insure or taking such other actions as may be requested by the Administrator. If the Participant refuses to cooperate, the Administrator and the Employer will have no further obligation to the Participant under the Plan.
7.5 Constructive Receipt
Notwithstanding anything to the contrary in this Plan, in the event the Administrator determines that amounts deferred under the Plan have failed to comply with Section 409A and must be recognized as income for federal income tax purposes, distribution of the amounts included in a Participant’s income will be made to such Participant. The determination of the Administrator under this Section 7.5 will be binding and conclusive.
7.6 Withholding
The Participant or the Beneficiary will make appropriate arrangements with the Administrator for satisfaction of any federal, state or local income tax withholding requirements and Social Security or other employee tax requirements applicable to the accrual or payment of benefits under the Plan. If no other arrangements are made, the Administrator may provide, at its discretion, for such withholding and tax payments as may be required.
7.7 Incapacity
If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.
ARTICLE 8 PLAN ADMINISTRATION
8.1 Plan Interpretation
The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.
8.2 Limited Liability
Neither the Administrator, nor any of its members or designees, will be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan.
ARTICLE 9 AMENDMENT OR TERMINATION OF PLAN
9.1 Authority to Amend or Terminate
The Administrator will have full power and authority to prospectively modify or terminate this Plan, and the Administrator’s interpretations, constructions and actions, including any determination of the Participant’s account or benefits, or the amount or recipient of the payment to be made, will be binding and conclusive on all persons for all purposes. Absent the consent of the Participant, however, the Administrator will in no event have any authority to modify this section. However, no such amendment or termination will apply to any person who has then qualified for or is receiving benefits under this Plan.
9.2 Limitations
In the event of Plan amendment or termination which has the effect of eliminating or reducing a benefit under the Plan, the benefit payable on account of a retired Participant or Beneficiary will not be impaired, and the benefits of other Participants will not be less than the benefit to which each such Participant would have been entitled if he or she had retired immediately prior to such amendment or termination.
ARTICLE 10 CLAIMS AND REVIEW PROCEDURES
10.1 Claims Procedure for Claims Other Than Due to Disability
(a) Except for claims due to Disability, the Administrator will notify a Participant or his or her Beneficiary (or person submitting a claim on behalf of the Participant or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.
(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the
Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Participant, the same procedures will apply to the Participant’s Beneficiaries.
10.2 Claims Procedure for Claims Due to Disability
(a) For purposes of Section 10.1, this Section 10.2 and Section 10.3, a claim shall not be considered to be due to Disability if the existence of the Participant’s Disability is determined by reference to whether the Participant is eligible for benefits under his or her Employer’s long-term disability plan applicable to the Participant, as determined by the Employer. A claim due to Disability will be approved or denied by the Administrator or its delegate, as it deems appropriate in its discretion, based on its interpretation of the Plan, medical evidence, and the analysis and conclusions of a physician selected by the Administrator or its delegate. Within a reasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the claimant of any adverse benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. Except as contemplated by this Section 10.2, in no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall provide the claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information. Furthermore, in the event that a period of time is extended as permitted due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.
(b) In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated
to be understood by the claimant in a culturally and linguistically appropriate manner: (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with Section 10.2(c) below; (v) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation shall be provided free of charge upon request; (vii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and (viii) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (a) the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (b) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (c) a disability determination made by the Social Security Administration regarding the claimant presented by the claimant to the Plan.
(c) Any good-faith determination by the Administrator or its delegate will be final and binding on the Plan and the claimant unless appealed in accordance with this Section 10.2(c). Within 180 days after receipt by the claimant of notification of the adverse benefit determination, the claimant or the claimant’s duly authorized representative, upon written application to the Administrator, may request that the Plan fully and fairly review the adverse benefit determination (also sometimes referred to herein as an “appeal”). Upon request and free of charge, the claimant pursuing an appeal shall have reasonable access to, and be provided copies of, all documents, records and other information relevant to the claimant’s claim for benefits. The claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. The review: (i) shall take into account all comments, documents, records, and other information submitted regardless of whether the information was previously submitted or considered in the initial adverse benefit determination; (ii) shall not afford deference to the initial adverse benefit determination; (iii) shall be conducted, at the direction of the Administrator, by an appropriate fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the review, nor the subordinate of such individual; (iv) shall identify medical and vocational experts whose advice was obtained on behalf of the Plan in connection with the initial adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (v) where based in whole or in part on medical evidence or medical judgment, including determinations with regard to whether a particular treatment, drug, or other
item is experimental, investigational, or not medically necessary or appropriate, shall include consultation with a physician, with appropriate training and experience in the field of medicine involved in the medical judgment, who was neither consulted in connection with the initial adverse benefit determination, nor the subordinate of any such professional.
The appeal will then be approved or denied by the Administrator or its delegate, as it deems appropriate, based on its interpretation of the Plan in light of the medical evidence.
Before an adverse benefit determination on review of a claim due to Disability is issued, the claimant shall be provided, free of charge, with any new or additional evidence considered, relied upon, or generated by the Administrator or its delegate making the benefit determination (or at the direction of the Administrator) in connection with the claim; such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.
Also before an adverse benefit determination on review based on a new or additional rationale is issued, the claimant shall be provided, free of charge, the rationale; the rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.
A final benefit determination will be made by the Administrator or its delegate, and the Administrator or its delegate shall provide the claimant with written or electronic notification of the final benefit determination within a reasonable period of time, but no later than 45 days immediately following receipt of claimant’s request for review, unless special circumstances require a further extension of time for processing the claim, which extension may be up to an additional 45 days. If such an extension of time for review is required because of special circumstances, the Administrator or its delegate shall provide the claimant with a written notice of the extension prior to the commencement of the extension. The notice shall describe the special circumstances requiring the extension and the date as of which the final benefit determination shall be made. In the event that a period of time is extended due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. In the case of an adverse final benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant and in a culturally and linguistically appropriate manner: (i) the specific reason or reasons for the adverse final benefit determination; (ii) reference to the specific Plan provisions on which the adverse final benefit determination is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and mandatory arbitration in accordance with Section 10.3 below; (v) either the specific internal
rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation shall be provided free of charge upon request; (vii) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (a) the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (b) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (c) a disability determination made by the Social Security Administration regarding the claimant presented by the claimant to the Plan; and (viii) the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.” As described above, there shall be only one level of review of an adverse benefit determination, followed by mandatory arbitration under Section 10.3, before a claimant may bring a civil action pursuant to Section 502 of ERISA.
10.3 Dispute Arbitration
(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 10.3 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 10.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 10.1 is a mandatory prerequisite for binding arbitration under this Section 10.3. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 10.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.
(b) After a claimant has exhausted the claim and review procedures set forth in Section 10.1, if the claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant may submit his or her claim to final and binding arbitration under this Section 10.3.
Any arbitration under this Section 10.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a single neutral arbitrator licensed to practice law and experienced in employee benefits law as well as the laws governing nonqualified deferred compensation plans, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this
paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 10.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 10.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.
At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. The Administrator will pay the Arbitrator’s fees and all other costs that are unique to the arbitration process, to the extent required by law. Otherwise, each party shall be solely responsible for paying his/her/their/its own costs/fees for the arbitration, including but not limited to attorneys’ fees. However, the Arbitrator in his or her discretion may allow reasonable attorney’s fees and costs of action to either party to the same extent as would be permissible if the claim(s) were filed in a court of law in lieu of arbitration.
(c) Notwithstanding any contrary provisions of this Section 10.3, if the claim is due to Disability, the following rules apply: (1) arbitration under this Section 10.3 shall be the mandatory second level of appeal following the exhaustion by the claimant of the claim and review procedures set forth in Section 10.2, and such exhaustion is a mandatory prerequisite for arbitration under this Section 10.3—any arbitration or civil action brought with respect to a claim due to Disability prior to the exhaustion of the claim and review procedures set forth in Section 10.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim due to Disability under this Section 10.3 shall not be binding, and the claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 10.3(c), if the claim is due to Disability, the arbitration shall be conducted as set forth in Section 10.3(b).
(d) The Officer, Executive, Participant, or Beneficiary must bring any dispute in arbitration on an individual basis only, and not on a class, collective or representative basis and must waive the right to commence, be a party to, or be an actual or putative class member of any class, collective or representative action arising out of or relating to the Plan, including, but not limited to, any claims related to the Plan (“class action waiver”). However, if this class action waiver is found to be unenforceable by a court of competent jurisdiction, then any claim on a class, collective or representative basis shall be filed and adjudicated in a court of competent jurisdiction, and not in arbitration. Except as provided in the preceding sentence, this Section 10.3 is intended to make mandatory individual arbitration apply, as described above, to the
maximum extent permissible under ERISA; if any feature of this arbitration requirement is impermissible under ERISA, arbitration as described above shall remain required with the minimum change necessary to allow the arbitration requirement to be permissible under ERISA. This Section 10.3(d) shall apply as follows: (1) it shall apply to any claim filed on or after January 1, 2024 with respect to an Officer, Executive or Participant hired (including those rehired) by an Employer on or after January 1, 2024 and to any Beneficiary thereof and (2) it shall apply to any claim filed on or after January 1, 2025 with respect to an Officer, Executive or Participant hired (including those last rehired) by an Employer prior to January 1, 2024 and to any Beneficiary thereof.
ARTICLE 11 MISCELLANEOUS
11.1 Participation in Other Plans
Participation in this Plan will not limit a Participant’s ability to continue to participate in any other employee benefit program of an Employer, subject to and in accordance with the terms of the applicable employee benefit program.
11.2 Relationship to Qualified Plan
This Plan will to the fullest extent possible under currently applicable law be administered in accordance with, and where practicable according to the terms of the Qualified Plan and/or Savings Plan. Notwithstanding the foregoing, the terms of this Plan shall control benefits payable under this Plan whenever the terms of the Qualified Plan and/or Savings Plan differ from this Plan.
11.3 Forfeiture
The payments to be made pursuant to the Plan require the Participant, for so long as the Participant remains in the active employ of the Employer, to devote substantially all of his or her time, skill, diligence and attention to the business of the Employer and not to actively engage, either directly or indirectly, in any business or other activity adverse to the best interests of the business of the Employer. In addition, the Participant will remain available during Retirement for consultation in any matter related to the affairs of the Employer. Any breach of these conditions by a Participant will result in complete forfeiture by the Participant of any further benefits under the Plan. If the Participant fails to observe any of the above conditions, or if he or she is discharged by the Employer for malfeasance or willful neglect of duty, then in any of said events, the Participant’s benefits under this Plan will terminate and will not be paid, and EIX and the Employer will have no further liability therefor.
11.4 Successors
The rights and obligations of each Employer under the Plan will inure to the benefit of, and will be binding upon, the successors and assigns of the Employer.
11.5 Trust
The Employers will be responsible for the payment of all benefits under the Plan. At their discretion, the Employers may establish one or more grantor trusts for the purpose of providing for payment of benefits under the Plan. The trust or trusts may be irrevocable, but an Employer’s share of the assets thereof will be subject to the claims of the Employer’s creditors. Benefits paid to the Participant from any such trust will be considered paid by the Employer for purposes of meeting the obligations of the Employer under the Plan.
11.6 Employment Not Guaranteed
Nothing contained in the Plan nor any action taken hereunder will be construed as a contract of employment or as giving any Participant any right to continue in employment with the Employer or any other Affiliate.
11.7 Gender, Singular and Plural
All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.
11.8 Captions
The captions of the articles and sections of the Plan are for convenience only and will not control or affect the meaning or construction of any of its provisions.
11.9 Validity
If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.
11.10 Waiver of Breach
The waiver by EIX or the Administrator of any breach of any provision of the Plan by the Participant will not operate or be construed as a waiver of any subsequent breach by the Participant.
11.11 Applicable Law
The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.
11.12 Notice
Any notice or filing required or permitted to be given to the Administrator under the Plan will be sufficient if in writing and hand-delivered, or sent by first class mail to the principal
office of EIX, directed to the attention of the Administrator. The notice will be deemed given as of the date of delivery, or, if delivery is made by mail, as of the date shown on the postmark.
11.13 ERISA Plan
The Plan is intended to be an unfunded plan maintained primarily to provide deferred compensation benefits for “a select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of ERISA and therefore to be exempt from Parts 2, 3 and 4 of Title I of ERISA. EIX is the named fiduciary.
11.14 Statutes and Regulations
Any reference to a statute or regulation herein shall include any successor to such statute or regulation.
IN WITNESS WHEREOF, EIX has amended and restated this Plan on the 26th day of February, 2025.
EDISON INTERNATIONAL
/s/ Natalie Schilling
Natalie Schilling
Senior Vice President, Human Resources
37
Document
Exhibit 10.3
EDISON INTERNATIONAL
2008 EXECUTIVE SEVERANCE PLAN
Amended and Restated Effective February 26, 2025
PREAMBLE
Edison International hereby amends and restates the Edison International Executive Severance Plan effective February 26, 2025. This Plan is intended to be an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended.
The purpose of this Plan is to provide for continuity in the management and operations of the Employers by offering Eligible Employees of the Affiliates employment protection and financial security.
ARTICLE 1 DEFINITIONS
Capitalized terms in the text of the Plan are defined as follows:
Administrator means the Compensation and Executive Personnel Committee of the Board of Directors of EIX.
Affiliate means EIX or any corporation or entity which (i) along with EIX, is a component member of a “controlled group of corporations’ within the meaning of Section 414(b) of the Code, and (ii) has approved the participation of its Executives in the Plan.
Beneficiary means the person or persons or entity designated as such in accordance with Article 5 of the Plan.
Board means the Board of Directors of EIX.
Cash Severance Policy means the policy attached hereto as Exhibit A.
Cause means the occurrence of either or both of the following:
(1) The Eligible Employee’s conviction for, or pleading guilty or nolo contendere to, committing an act of fraud, embezzlement, theft, or other act constituting a felony; or
(2) The willful engaging by the Eligible Employee in misconduct that:
i. if the event giving rise to the termination of the Eligible Employee’s employment does not occur during a Protected Period, is in violation of EIX’s and/or the Eligible
Employee’s Employer’s policies and practices applicable to the Eligible Employee from time to time; or
ii. if the event giving rise to the termination of the Eligible Employee’s employment occurs during a Protected Period, would have resulted in the termination of the Eligible Employee’s employment by EIX or the Eligible Employee’s Employer under EIX’s and/or the Eligible Employee’s Employer’s policies and practices applicable to the Eligible Employee in effect immediately prior to the start of the Protected Period.
However, no act or failure to act, on the Eligible Employee’s part, shall be considered “willful” unless done, or omitted to be done, by the Eligible Employee not in good faith and without reasonable belief that his or her action or omission was in the best interest of EIX and his or her Employer.
CEO means the Chief Executive Officer of EIX.
Change in Control means a change in control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:
(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of an Affiliate) becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing thirty percent (30%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” shall mean any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), except that such term shall not include one or more underwriters acquiring newly-issued voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution; and the term “Beneficial Owner” shall mean as defined under Rule 13d-3 promulgated under the Exchange Act.
(2) On any day after the Effective Date (the “Reference Date”) Continuing Directors cease for any reason to constitute a majority of the Board. A director is a “Continuing Director” if he or she either:
i. was a member of the Board on the applicable Initial Date (an “Initial Director”); or
ii. was elected to the Board, or was nominated for election by EIX’s shareholders, by a vote of at least two-thirds (2/3) of the Initial Directors then in office.
A member of the Board who was not a director on the applicable Initial Date shall be deemed to be an Initial Director for purposes of clause (ii) above if his or her election, or nomination for election by EIX’s shareholders, was approved by a vote of at least two-thirds (2/3) of the Initial Directors (including directors elected after the applicable Initial Date who are deemed to be Initial Directors by application of this provision) then in office. For these purposes, “Initial Date” means the later of (i) the Effective Date or (ii) the date that is two years before the Reference Date.
(3) EIX is liquidated; all or substantially all of EIX’s assets are sold in one or a series of related transactions; or EIX is merged, consolidated, or reorganized with or involving any other corporation, other than a merger, consolidation, or reorganization that results in the voting securities of EIX outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than fifty percent (50%) of the combined voting power of the voting securities of EIX (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization. Notwithstanding the foregoing, a bankruptcy of EIX or a sale or spin-off of an affiliate of EIX (short of a dissolution of EIX or a liquidation of substantially all of EIX’s assets, determined on an aggregate basis) will not constitute a Change in Control of EIX.
(4) The consummation of such other transaction that the Board may, in its discretion in the circumstances, declare to be a Change in Control of EIX for purposes of this Plan.
COBRA means the health care continuation coverage requirements set forth in Section 4980B of the Code.
Code means the Internal Revenue Code of 1986, as amended.
Disability means the Eligible Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months or (ii) is, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, receiving income replacement benefits for a period of not less than three months under a plan covering employees of the Employer.
Effective Date means December 31, 2008.
EIX means Edison International, or any successor thereto as provided in Section 8.1.
Eligible Employee means (i) an Executive of an Affiliate or (ii) an employee of an Affiliate who was an Executive of an Affiliate after a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs) or during a Protected Period.
Employer means the Affiliate employing the Eligible Employee. As the context may require, an Eligible Employee’s Employer means the Employer that employs or last employed the Eligible Employee.
Exchange Act means the United States Securities Exchange Act of 1934, as amended.
Executive means an Employee of an Affiliate who is designated an Executive by the chief executive officer of that Affiliate or who is elected as a Vice President or officer of higher rank by the board of that Affiliate or the Board of EIX.
Executive Bonus Plan means the Executive Incentive Compensation Plan, the 2007 Performance Incentive Plan, or a successor plan governing annual bonuses for Executives of the Employer.
Executive Retirement Plan means the EIX 2008 Executive Retirement Plan, as amended from time to time, or any similar or successor plan sponsored by an Employer.
Good Reason means, without the Eligible Employee’s express written consent, the occurrence of any one or more of the following during the Protected Period:
(1) A material diminution in the Eligible Employee’s authorities, duties, and/or responsibilities.
(2) A material diminution by the Eligible Employee’s Employer of the Eligible Employee’s Salary as in effect on the Effective Date, or as the same shall be increased from time to time.
(3) The relocation of the Eligible Employee’s principal office more than 50 miles from the Eligible Employee’s principal office and which results in an increased commute for the Eligible Employee.
(4) Any other action or inaction that constitutes a material breach by the Employer of the agreement under which the Eligible Employee provides services.
The foregoing events shall only constitute “Good Reason” if the Eligible Employee provides notice to the Employer of the existence of the condition within 90 days of its initial existence and the Employer does not remedy the condition within 30 days.
Person shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a group as contemplated by Sections 13(d)(3) and 14(d)(2) thereof.
Plan means the EIX 2008 Executive Severance Plan.
Potential Change in Control shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:
(1) Any Person (other than a trustee or other fiduciary holding securities under an employee benefit plan of EIX or of an EIX affiliate):
i. announces an intention to take action which, if consummated, would result in a Change in Control; or
ii. becomes the Beneficial Owner, directly or indirectly, of securities of EIX representing fifteen percent (15%) or more of the combined voting power of EIX’s then outstanding securities. For purposes of this clause, “Person” (and “group” as used in the definition of Person) shall not include one or more underwriters acquiring newly-issued
voting securities (or securities convertible into voting securities) directly from EIX with a view towards distribution.
(2) EIX enters into an agreement that, if consummated, would result in a Change in Control.
(3) The Board declares that a Potential Change in Control has occurred for purposes of this Plan.
Prior Calendar Year means the calendar year immediately preceding the Termination Year.
Protected Period means the period related to a Change in Control that is deemed to commence on the date that is six months before the date of the actual Change in Control and end on the date that is two years after the Change in Control.
Qualifying Officer means an Eligible Employee serving in one of the following “Qualifying Officer Roles”: the most senior officer of EIX, the most senior officer of SCE, the General Counsel of EIX, or the Chief Financial Officer of EIX. In the case of an Eligible Employee who served in a Qualifying Officer Role, ceased to hold a Qualifying Officer Role, but continued to provide transition support to an immediate successor for the Qualifying Officer Role, such Eligible Employee shall continue to be considered a “Qualifying Officer” until the earliest of (1) the date such transition support ends, (2) three months after the Eligible Employee ceased serving in a Qualifying Officer Role, and (3) the Eligible Employee’s Separation from Service.
Qualifying Termination Event means, as to an Eligible Employee, the occurrence of one or both of the following events within the Protected Period corresponding to a Change in Control:
(1) A termination of the Eligible Employee’s employment by his or her Employer, without the Eligible Employee’s consent, for reasons other than Cause or Disability; or
(2) A termination of employment by the Eligible Employee for Good Reason; provided that the termination of employment is in no event later than two years following the initial existence of the Good Reason condition.
Retiree Health Care Program means, as to an Eligible Employee, the Eligible Employee’s Employer’s retiree health care program (if any).
Salary means the Eligible Employee’s basic pay from the Employer (excluding bonuses, long-term incentives, special awards, commissions, severance pay, and other non-regular forms of compensation).
SCE means Southern California Edison Company.
Separation from Service occurs when an Eligible Employee dies, retires, or otherwise has a termination of employment from the Employer that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.
Target Bonus Percentage means the target, stated as a percentage of salary, fixed by the Administrator (or by a board, committee, or officer with applicable authority under the terms of the Executive Bonus Plan) for the bonus that may be awarded to the Eligible Employee pursuant to the terms of the Executive Bonus Plan.
Termination Date means, in the case of an Eligible Employee who becomes entitled to benefits under this Plan, the day on which the Eligible Employee incurs a Separation from Service in connection with the event that entitles the Eligible Employee to such benefits.
Termination Year means the calendar year in which the Termination Date occurs.
ARTICLE 2 SEVERANCE BENEFITS
2.1 Right to Severance Benefits
Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive from his or her Employer the benefits described in Section 2.3 if the Eligible Employee’s employment by his or her Employer is terminated by the Employer without Cause (and other than due to the Eligible Employee’s Disability). Notwithstanding anything else contained herein to the contrary, an Eligible Employee shall not be entitled to receive the benefits described in Section 2.3 if the Eligible Employee is entitled to benefits under or as described in Section 2.2.
2.2 Right to Change in Control Severance Benefits
Subject to Sections 2.6, 8.2, 10.1, and 10.9, an Eligible Employee shall be entitled to receive the benefits described in Section 2.4 if the Eligible Employee incurs a Qualifying Termination Event. If more than one Qualifying Termination Event occurs with respect to an Eligible Employee, such events shall constitute a single Qualifying Termination Event and the provisions of Section 2.4 shall apply with respect to the Eligible Employee only once. An Eligible Employee’s continued employment shall not constitute a consent to, or a waiver of rights with respect to, any circumstances constituting Good Reason for purposes of determining if a Qualifying Termination Event has occurred with respect to the Eligible Employee.
2.3 Severance Benefit - Termination by Employer Without Cause (Other than a Qualifying Termination Event or Termination due to the Eligible Employee’s Disability)
In the event that an Eligible Employee becomes entitled to receive benefits in accordance with Section 2.1, then the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 below.
2.3.1 Cash Benefit
The Eligible Employee’s Employer shall pay to the Eligible Employee a non-discounted cash amount equal to the sum of the following:
(a) an amount equal to one times the annualized rate of the Eligible Employee’s Salary in effect on the Eligible Employee’s Termination Date;
(b) as to an Eligible Employee who is covered by the Executive Bonus Plan for the Prior Calendar Year, but is not eligible to receive an award for the Prior Calendar Year under the Executive Bonus Plan (the “Prior Year Bonus”) because the Termination Date occurs before the vesting date for the Prior Year Bonus under the Executive Bonus Plan, then the cash benefit under this Section 2.3.1 shall include an amount equal to the Eligible Employee’s Salary earned for the Prior Calendar Year times the Eligible Employee’s Target Bonus Percentage for the Prior Calendar Year under the Executive Bonus Plan;
(c) as to an Eligible Employee who is covered by the Executive Bonus Plan for the Termination Year, but is not eligible to receive an award for the Termination Year under the Executive Bonus Plan (the “Termination Year Bonus”) because the Termination Date occurs before the vesting date for the Termination Year Bonus under the Executive Bonus Plan, then the cash benefit under this Section 2.3.1 shall include a pro rata portion (based on the number of calendar days that elapsed in the calendar year in which the Eligible Employee’s Termination Date occurs between the start of that calendar year and the Eligible Employee’s Termination Date) of the Eligible Employee’s Target Bonus Percentage in effect on the Eligible Employee’s Termination Date multiplied by the Eligible Employee’s annualized Salary in effect on the Eligible Employee’s Termination Date; and
(d) an amount equal to one times the Eligible Employee’s annualized Salary in effect on the Eligible Employee’s Termination Date times the Eligible Employee’s Target Bonus Percentage in effect on the Eligible Employee’s Termination Date.
The amounts described in Section 2.3.1(a) and Section 2.3.1(d) shall be subject to the Cash Severance Cap set forth in the Cash Severance Policy. The amount determined under this Section 2.3.1 (after giving effect to any adjustment pursuant to the Cash Severance Cap or Section 2.4, if applicable in the circumstances) shall be paid as a lump sum without notice or demand within 65 days following the date of the Eligible Employee’s Separation from Service, but only if EIX has timely received from the Eligible Employee the agreement referenced in Section 10.1.
2.3.2 Health Care Coverage Benefit
(a) The Eligible Employee will be eligible to participate in the Retiree Health Care Program if, under the terms of the non-executive severance plan (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date, the Eligible Employee would otherwise have been eligible (if he or she had not been an Executive) for participation in the Retiree Health Care Program by virtue of his or her age and service. For purposes of clarity, any healthcare benefits and subsidy (as opposed to eligibility) will be determined under the Retiree Health Care Program and not the non-executive severance plan.
(b) If the Eligible Employee is not eligible for the Retiree Health Care Program in accordance with Section 2.3.2(a), is not otherwise eligible for the Retiree Health Care Program,
or his or her Employer does not maintain a retiree health care program, the Eligible Employee will receive an extension of health care coverage for a period following the Eligible Employee’s Termination Date that is the greater of 12 months or the extension period for which the Eligible Employee would have been eligible (if he or she had not been an Executive) under the non-executive severance program (if any) maintained by the Eligible Employee’s Employer and as in effect on the Eligible Employee’s Termination Date but in no event longer than the maximum period the Eligible Employee would be entitled to continuation coverage under COBRA. Any continued coverage in accordance with the preceding sentence shall be on terms similar to those as in effect under the Eligible Employee’s Employer’s health care program in effect with respect to the Eligible Employee immediately before the termination of his or her employment and based on the Eligible Employee’s coverage elections in effect at such time, provided that the actual healthcare benefits and subsidy will be determined under the Eligible Employee’s Employer’s healthcare program as it may be amended from time to time. Notwithstanding Section 6.3 to the contrary, EIX and/or the Eligible Employee’s Employer, as applicable, shall not be obligated to continue such coverage if the Eligible Employee obtains similar coverage from any successor employer or from a health insurance exchange. EIX and/or the Eligible Employee’s Employer, as applicable, shall give the Eligible Employee the required COBRA benefit continuation notice prior to (and the Eligible Employee’s eligibility for continuation benefits under COBRA shall commence as of) the end of the applicable period determined as set forth above.
(c) An Eligible Employee’s coverage under the Retiree Health Care Program pursuant to Section 2.3.2(a) is subject to the Eligible Employee’s Employer’s ability to amend and/or terminate coverage under its Retiree Health Care Program from time to time. In the event that an Eligible Employee is covered under a Retiree Health Care Program pursuant to Section 2.3.2(a) and, in the period of time contemplated by Section 2.3.2(b) for the extension of health care coverage pursuant to such section, the Eligible Employee’s Employer terminates its Retiree Health Care Program, the Eligible Employee shall be entitled to an extension of coverage under and pursuant to Section 2.3.2(b) for the balance of the extension period contemplated by Section 2.3.2(b) and following the cessation of the Eligible Employee’s coverage under the Retiree Health Care Program.
2.3.3 [Reserved]
2.3.4 [Reserved]
2.3.5 Outplacement Benefit
The Eligible Employee shall be entitled to reimbursement of up to $20,000 for reasonable outplacement costs incurred in the two-year period commencing on his or her Termination Date. Any such reimbursements shall be paid to the Eligible Employee by the end of the third taxable year of the Eligible Employee following the taxable year in which the Eligible Employee’s Separation from Service occurred.
2.3.6 Educational Assistance Benefit
The Eligible Employee shall be entitled to the educational assistance benefit to which he or she would have been entitled (if he or she had not been an executive) under the non-executive severance plan, if any, maintained by his or her Employer and as in effect on the Eligible Employee’s Termination Date. To the extent any educational assistance benefits or reimbursements are taxable to the Eligible Employee and provide for a deferral of compensation within the meaning of Section 409A of the Code, any such reimbursements or benefits shall be paid to the Eligible Employee on or before the last day of the Eligible Employee’s taxable year following the taxable year in which the expense was incurred, shall not be subject to liquidation or exchange for other benefits and the reimbursements or benefits that the Eligible Employee receives in one taxable year shall not affect the amount of reimbursements or benefits that the Eligible Employee receives in any other taxable year.
2.3.7 [Reserved]
2.4 Change in Control Severance Benefits
If an Eligible Employee incurs a Qualifying Termination Event, the Eligible Employee shall be entitled to the benefits described in Sections 2.3.1 through 2.3.6 above, subject to the following subsections of this Section 2.4. The adjustments applicable to Section 2.3.1(a) and Section 2.3.1(d) under this Section 2.4 shall be subject to the Cash Severance Cap set forth in the Cash Severance Policy.
2.4.1 Senior Officer Enhanced Benefit
If the Eligible Employee was a Senior Vice President or an officer of higher rank of EIX or SCE within the 12 month period preceding his or her Termination Date but is not covered by Section 2.4.2, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.1. “Two times” will be substituted for “one times” in Section 2.3.1(a) and Section 2.3.1(d). “$30,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.
2.4.2 Certain Additional Enhanced Benefits
If the Eligible Employee was a Qualifying Officer within the 12 month period preceding his or her Termination Date, then the Eligible Employee will be entitled to the benefit modifications described in this Section 2.4.2. “2.99 times” will be substituted for “one times” in Section 2.3.1(a) and Section 2.3.1(d). “$50,000” will be substituted for “$20,000” in Section 2.3.5. Benefits under Section 2.3.2 will be extended to the maximum period permitted under COBRA.
2.5 Termination for Other Reasons
Except as expressly provided below, EIX and an Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee under this Plan if:
(a) the Eligible Employee’s employment is terminated by his or her Employer for Cause;
(b) the Eligible Employee terminates his or her employment with his or her Employer during a Protected Period other than for Good Reason;
(c) the Eligible Employee’s employment by his or her Employer terminates due to the Eligible Employee’s Disability or death;
(d) the Eligible Employee terminates his or her employment with his or her Employer for any reason if the termination occurs outside of a Protected Period; or
(e) the Eligible Employee is employed by an Employer that is sold, spun off, or liquidated and the Eligible Employee is no longer covered by this Plan as provided in Section 8.2 or the Eligible Employee does not timely comply with Section 10.1.
Notwithstanding anything else contained herein to the contrary, a termination of an Eligible Employee’s employment on account of the Eligible Employee reaching mandatory retirement age, as such age may be defined from time to time in policies adopted by EIX or his or her Employer prior to the commencement of the Protected Period, to the extent such policies are applicable to the Eligible Employee immediately prior to the commencement of the Protected Period and to the extent such policies are consistent with applicable law, shall not entitle the Eligible Employee to the benefits described in Section 2.3 and shall not be a Qualifying Termination Event unless the Eligible Employee was otherwise able to terminate employment for Good Reason immediately prior to his or her retirement and his or her retirement occurred during a Protected Period.
2.6 Termination and Repayment of Benefits
EIX or the Eligible Employee’s Employer may terminate (or cause there to be terminated, as the case may be) any benefits otherwise payable or to be paid (or to be provided, as the case may be) to the Eligible Employee under this Plan, and/or may require the Eligible Employee to repay any benefits previously paid or provided to the Eligible Employee under this Plan, and EIX and the Eligible Employee’s Employer shall have no obligations (or no further obligations, as the case may be) to the Eligible Employee with respect thereto, if:
(a) at the time of the termination of the Eligible Employee’s employment, there existed Cause for the Eligible Employee’s Employer to terminate the Eligible Employee’s employment (regardless of whether such Employer knew of the circumstances that constituted Cause at the time of such termination or first became aware of such circumstances after such termination, and regardless of whether the termination of employment was characterized as being for Cause at the time of such termination); or
(b) during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee committed or engaged in a breach of confidentiality, or an unauthorized disclosure or use of inside information, trade secrets or other confidential information of EIX or any of its affiliates; or
(c) during the period of the Eligible Employee’s employment by his or her Employer or at any time thereafter, the Eligible Employee breached any no-solicitation obligation owed to EIX or any of its affiliates. (For purposes of clarity, the no-solicitation obligations covered by this Section 2.6(c) include, without limitation, those obligations set forth in Section 7 of the form of Severance Agreement attached hereto as Exhibit B, as those obligations are set forth in the Eligible Employee’s Severance Agreement.)
Any determination by EIX or the Eligible Employee’s Employer that the Eligible Employee’s benefits are to be terminated and/or repaid pursuant to this Section 2.6 shall be communicated to the Eligible Employee in writing. Such writing shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for such determination.
However, as to an Eligible Employee who is otherwise eligible for benefits pursuant to Section 2.3 or 2.4, and who satisfies the requirements of Section 10.1, the Eligible Employee’s minimum aggregate benefit pursuant to Section 2.3.1 (“Minimum Benefit”) shall be the lesser of (i) Ten Thousand Dollars ($10,000), or (ii) the amount of the Eligible Employee’s benefit otherwise determined pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable in the circumstances, and any limitation applicable under the Cash Severance Policy). A termination of benefits pursuant to this Section 2.6 shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 to be less than the applicable Minimum Benefit, nor shall a repayment of benefits required under this Section 2.6 require the Eligible Employee to repay the amount of his or her Minimum Benefit.
The provisions of this Section 2.6 are not in any way in limitation of any other right or remedy, (at law or otherwise, to obtain specific performance, injunctive relief, other appropriate relief and/or damages) otherwise available to EIX or any of its affiliates in the circumstances. Furthermore, the provisions of this Section 2.6 do not in any way limit any obligation (confidentiality, no-solicitation or otherwise) owed by any Eligible Employee to EIX or any of its affiliates.
2.7 Notice of Termination
Any termination of an Eligible Employee’s employment by his or her Employer for Cause or by an Eligible Employee for Good Reason shall be communicated by Notice of Termination. For purposes of this Plan, a “Notice of Termination” shall mean a written notice which shall indicate the specific termination provision in this Plan relied upon, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Eligible Employee’s employment under the provision so indicated. The Notice of Termination shall be effective on the date specified in Section 10.7 of this Plan. Any Notice of Termination remains subject to the provisions of Section 2.6.
ARTICLE 3 TAXES
EIX and/or the Eligible Employee’s Employer, as applicable, has the right to withhold from any amount otherwise payable to an Eligible Employee under or pursuant to this Plan the amount of
any taxes that EIX or such Employer may legally be required to withhold with respect to such payment (including, without limitation, any United States Federal taxes, and any other state, city, or local taxes). In the event that tax withholding is required with respect to amounts or benefits payable or deliverable by EIX or the Eligible Employee’s Employer to an Eligible Employee and EIX or the Employer cannot satisfy its tax withholding obligations in the manner described in the preceding sentence, EIX or the Employer may require the Eligible Employee to pay or provide for the payment of such required tax withholding as a condition to the payment or delivery of such amounts or benefits. Each Eligible Employee, former Eligible Employee and Beneficiary shall be solely responsible for all income and employment taxes arising in connection with participation in this Plan or benefits hereunder.
ARTICLE 4 [RESERVED]
ARTICLE 5 BENEFICIARY DESIGNATION
The Eligible Employee will have the right, at any time, to designate any person or persons as Beneficiary (both primary and contingent) to whom payment under the Plan will be made in the event of the Eligible Employee’s death. The Beneficiary designation will be effective when it is submitted to the Administrator during the Eligible Employee’s lifetime in accordance with procedures established by the Administrator.
The submission of a new Beneficiary designation will cancel all prior Beneficiary designations. Any finalized divorce or marriage of an Eligible Employee subsequent to the date of a Beneficiary designation will revoke such designation, unless in the case of divorce the previous spouse was not designated as a Beneficiary, and unless in the case of marriage the Eligible Employee’s new spouse has previously been designated as Beneficiary. The spouse of a married Eligible Employee must consent in writing to any designation of a Beneficiary other than the spouse.
If an Eligible Employee fails to designate a Beneficiary as provided above, or if the Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if every person designated as Beneficiary predeceases the Eligible Employee, then the Administrator will direct the distribution of the benefits to the Eligible Employee’s estate. If a primary Beneficiary dies after commencement of payments to the Beneficiary but prior to completion of benefits under this Plan, and no contingent Beneficiary has been designated by the Eligible Employee, any remaining payments will be paid to the primary Beneficiary’s Beneficiary, if one has been designated, or to the Beneficiary’s estate.
ARTICLE 6 CONDITIONS RELATED TO BENEFITS
6.1 Nonassignability
The benefits provided under the Plan may not be alienated, assigned, transferred, pledged or hypothecated by or to any person or entity, at any time or any manner whatsoever. These benefits will be exempt from the claims of creditors of any Eligible Employee or other claimants and from all orders, decrees, levies, garnishment or executions against any Eligible Employee to the fullest extent allowed by law.
6.2 No Right to Assets
The benefits paid under the Plan will be paid from the general funds of the Employer who last employs the Eligible Employee immediately prior to the time that the Eligible Employee becomes entitled to benefits hereunder, and the Eligible Employee and any Beneficiary will be no more than unsecured general creditors of the Employer with no special or prior right to any assets of the Employer for payment of any obligations hereunder. Neither the Eligible Employee nor the Beneficiary will have a claim to benefits from any other Affiliate. EIX is not a guarantor of the benefit obligations of other participating Affiliates. By participating in, and by accepting any benefits under, this Plan, Eligible Employees consent to EIX sponsorship of this Plan, but acknowledge that EIX is not a guarantor of the benefit obligations of other participating Affiliates. Each Affiliate is responsible for payment of the accrued benefits under this Plan with respect to its own Eligible Employees subject to the terms and conditions set forth herein. Notwithstanding the foregoing or anything in the definition of “Employer” to the contrary, and at the sole discretion of EIX, EIX may determine that for purposes of benefits payable under this Plan, EIX shall be deemed to be the Employer obligated to pay such benefits. Such an election by EIX may be made, in EIX’s sole discretion, as to all Plan benefits, as to only certain benefits, and/or as to only certain Affiliates or Eligible Employees, and will be deemed an assumption of the specified benefit obligations of the applicable Affiliates. Subject to the further provisions hereof, EIX will be solely obligated to pay any such benefits and no Eligible Employee (or Beneficiary) will have a claim as to any other Affiliate with respect to such benefits. Upon an election by EIX under this Section 6.2, benefits covered by the election will be paid from the general funds of EIX (and not the Affiliate that would otherwise pay the benefits), provided that EIX may require that as between EIX and the Affiliate that would otherwise pay such benefits, the Affiliate will be responsible to pay EIX for the assumption of such obligations in accordance with funding arrangements determined by EIX at the time of election or any time thereafter. To the extent such Affiliate fails to comply with such funding arrangements or obtains any refund or offset of payments made from the Affiliate to EIX without the consent of EIX, the Affiliate that would otherwise be responsible for payment of benefits to the applicable Eligible Employee will remain responsible for such benefits. EIX will effectuate any such election pursuant to this Section 6.2 by providing written notice to the Administrator and the applicable Affiliates regarding the effective date of such election, and the benefits, Affiliates and Eligible Employees for which the election is applicable. The funding arrangements established by EIX at the time of
its election, or from time to time thereafter, will set forth the method by which the Affiliates will remit funds to EIX in consideration of benefit obligations that are assumed by EIX.
6.3 Payment of Obligations Absolute
Subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby, each Employer’s obligation to make the payments and the arrangements provided for herein shall be absolute and unconditional, and shall not be affected by any circumstances, including, without limitation, any offset, counterclaim, recoupment, defense, or other right which the Employer may have against the Eligible Employee or anyone else. Each and every payment made hereunder by an Employer shall be final, and the Employer shall not seek to recover all or any part of such payment from the Eligible Employee or from whomsoever may be entitled thereto, for any reasons whatsoever, except as otherwise provided in Article 7 and subject to the Eligible Employee’s timely compliance with Section 10.1 and the agreement contemplated thereby. Eligible Employees shall not be obligated to seek other employment in mitigation of the amounts payable or arrangements made under any provision of this Plan, and the obtaining of any such other employment shall in no event effect any reduction of an Employer’s obligations to make the payments and arrangements required to be made under this Plan except as provided in Section 2.3.2(b). The foregoing provisions of this Section 6.3 are subject to the provisions of Section 2.6 and Section 10.9.
6.4 Other Benefit Plans
All payments, benefits and amounts provided under this Plan shall be in addition to and not in substitution for any pension rights under EIX’s or other Employer’s tax-qualified pension plans in which the Eligible Employee participates, and any disability, workers’ compensation or EIX or other Employer benefit plan distribution that an Eligible Employee is entitled to, under the terms of any such plan, at the time his or her employment by his or her Employer terminates. Notwithstanding the foregoing, this Plan shall not create an inference that any duplicate payments shall be required, and notwithstanding anything else contained herein to the contrary, any severance benefits otherwise payable or deliverable under this Plan to a Participant shall be offset or reduced by the amount of severance benefits payable or deliverable to the Participant under any other plan, program, or agreement of or with EIX, the Participant’s Employer, or their respective Affiliates. Payments received by a person under this Plan shall not be deemed a part of the person’s compensation for purposes of determining the person’s benefits under any employee welfare, pension or other benefit plan or arrangement, if any, provided by an Employer, except where explicitly provided under the terms of such plan or arrangement.
6.5 Incapacity
If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, EIX may direct that payments (or any portion) be made to that person’s legal guardian or conservator, or that person’s spouse, as an alternative to payment to the person unable to use the payments. EIX will have no obligation to supervise the use of such payments, and court-appointed guardianship or conservatorship may be required.
6.6 Six Month Delay
Notwithstanding any other provisions of this Plan, any payment or benefit otherwise required to be made after an Eligible Employee’s Separation from Service that the Employer reasonably determines is subject to Section 409A(a)(2)(B)(i) of the Code shall be subject to a six-month delay so that it is paid as soon as practicable for the Employer (and in all events within ninety (90) days) after the date that is six (6) months after the Eligible Employee’s Separation From Service (or, if earlier, the date of the Eligible Employee’s death). The provisions of this Section 6.6 shall only apply if, and to the extent, required to comply with Section 409A of the Code.
6.7 Termination of Employment
Notwithstanding anything else contained herein to the contrary, a Participant shall not be deemed to have terminated employment or had a Separation from Service if his or her employment by an Employer terminates but he or she continues as an employee of another Affiliate.
6.8 Re-Employment
Notwithstanding anything else contained herein to the contrary, a Participant shall have no right to severance benefits hereunder (pursuant to Sections 2.3 or 2.4 or otherwise) with respect to a termination of his or her employment if, in connection with such termination, he or she is otherwise entitled to severance benefits under this Plan but, prior to the payment or delivery (or commencement of payment or delivery, as the case may be) of such benefits, the Participant becomes re-employed by his or her Employer or by another Affiliate. Notwithstanding anything else contained herein to the contrary, a Participant’s right to continuing or additional benefits under this Plan (including any right to continue participating in or receive benefits under a plan as provided for in Section 2.3) shall automatically terminate (but the Participant shall have no obligation to re-pay benefits previously paid) if the Participant becomes re-employed by his or her Employer or by another Affiliate. If a Participant is re-employed and his or her employment is subsequently terminated and the Participant again becomes entitled to severance benefits under the terms of this Plan in connection with such later termination of employment, the amount of cash severance payments otherwise payable to the Participant pursuant to Section 2.3.1 in connection with such later termination of employment shall be reduced by the amount of any severance payments paid under this Plan to the Participant within the 24 months prior to such later termination of employment in connection with any prior termination of his or her employment.
ARTICLE 7 CLAIMS AND REVIEW PROCEDURES
7.1 Claims Procedure for Claims Other Than Due to Disability
(a) Except for claims due to Disability, the Administrator will notify an Eligible Employee or his or her Beneficiary (or person submitting a claim on behalf of an Eligible Employee or Beneficiary) (a “claimant”) in writing, within 90 days after his or her written application for benefits, of his or her eligibility or noneligibility for benefits under the Plan. If the Administrator
determines that a claimant is not eligible for benefits or full benefits, the notice will set forth (1) the specific reasons for the denial, (2) a specific reference to the provisions of the Plan on which the denial is based, (3) a description of any additional information or material necessary for the claimant to perfect his or her claim, and a description of why it is needed, and (4) an explanation of the Plan’s claims review procedure and other appropriate information as to the steps to be taken if the claimant wishes to have the claim reviewed. If the Administrator determines that there are special circumstances requiring additional time to make a decision, the Administrator will notify the claimant of the special circumstances and the date by which a decision is expected to be made, and may extend the time for up to an additional 90-day period.
(b) If a claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant will have the opportunity to have the claim reviewed by the Administrator by filing a petition for review with the Administrator within 60 days after receipt of the notice issued by the Administrator. Said petition will state the specific reasons which the claimant believes entitle him or her to benefits or to greater or different benefits. Within 60 days after receipt by the Administrator of the petition, the Administrator will afford the claimant (and counsel, if any) an opportunity to present his or her position to the Administrator in writing, and the claimant (or counsel) will have the right to review the pertinent documents. The Administrator will notify the claimant of its decision in writing within the 60-day period, stating specifically the basis of its decision, written in a manner calculated to be understood by the claimant and the specific provisions of the Plan on which the decision is based. If, due to special circumstances (for example, because of the need for a hearing), the 60-day period is not sufficient, the decision may be deferred for up to another 60-day period at the election of the Administrator, but notice of this deferral will be given to the claimant. In the event of the death of the Eligible Employee, the same procedures will apply to the Eligible Employee’s Beneficiaries.
7.2 Claims Procedure for Claims Due to Disability
(a) For purposes of Section 7.1, this Section 7.2 and Section 7.3, a claim shall not be considered to be due to Disability if the existence of the Eligible Employee’s Disability is determined by reference to whether the Eligible Employee is eligible for benefits under his or her Employer’s long-term disability plan applicable to the Eligible Employee, as determined by the Employer. A claim due to Disability will be approved or denied by the Administrator or its delegate, as it deems appropriate in its discretion, based on its interpretation of the Plan, medical evidence, and the analysis and conclusions of a physician selected by the Administrator or its delegate. Within a reasonable period of time, but not later than 45 days after receipt of a claim due to Disability, the Administrator or its delegate shall notify the claimant of any adverse benefit determination on the claim, unless circumstances beyond the Plan’s control require an extension of time for processing the claim. Except as contemplated by this Section 7.2, in no event may the extension period exceed 30 days from the end of the initial 45-day period. If an extension is necessary, the Administrator or its delegate shall provide the claimant with a written notice to this effect prior to the expiration of the initial 45-day period. The notice shall describe the circumstances requiring the extension and the date by which the Administrator or its delegate expects to render a determination on the claim. If, prior to the end of the first 30-day extension
period, the Administrator or its delegate determines that, due to circumstances beyond the control of the Plan, a decision cannot be rendered within that extension period, the period for making the determination may be extended for an additional 30 days, so long as the Administrator or its delegate notifies the claimant, prior to the expiration of the first 30-day extension period, of the circumstances requiring the extension and the date as of which the Administrator or its delegate expects to render a decision. This notice of extension shall specifically describe the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues, and that the claimant has at least 45 days within which to provide the specified information. Furthermore, in the event that a period of time is extended as permitted due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information.
(b) In the case of an adverse benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant in a culturally and linguistically appropriate manner: (i) the specific reason or reasons for the adverse benefit determination; (ii) reference to the specific Plan provisions on which the adverse benefit determination is based; (iii) a description of any additional material or information necessary for the claimant to perfect the claim and an explanation of why the material or information is necessary; (iv) a description of the Plan’s claim review procedures and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and in accordance with Section 7.2(c) below; (v) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, either an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation shall be provided free of charge upon request; (vii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits; and (viii) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (a) the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (b) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (c) a disability determination made by the Social Security Administration regarding the claimant presented by the claimant to the Plan.
(c) Any good-faith determination by the Administrator or its delegate will be final and binding on the Plan and the claimant unless appealed in accordance with this Section 7.2(c). Within 180 days after receipt by the claimant of notification of the adverse benefit determination, the claimant or the claimant’s duly authorized representative, upon written application to the
Administrator, may request that the Plan fully and fairly review the adverse benefit determination (also sometimes referred to herein as an “appeal”). Upon request and free of charge, the claimant pursuing an appeal shall have reasonable access to, and be provided copies of, all documents, records and other information relevant to the claimant’s claim for benefits. The claimant shall have the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits. The review: (i) shall take into account all comments, documents, records, and other information submitted regardless of whether the information was previously submitted or considered in the initial adverse benefit determination; (ii) shall not afford deference to the initial adverse benefit determination; (iii) shall be conducted, at the direction of the Administrator, by an appropriate fiduciary of the Plan who is neither the individual who made the adverse benefit determination that is the subject of the review, nor the subordinate of such individual; (iv) shall identify medical and vocational experts whose advice was obtained on behalf of the Plan in connection with the initial adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (v) where based in whole or in part on medical evidence or medical judgment, including determinations with regard to whether a particular treatment, drug, or other item is experimental, investigational, or not medically necessary or appropriate, shall include consultation with a physician, with appropriate training and experience in the field of medicine involved in the medical judgment, who was neither consulted in connection with the initial adverse benefit determination, nor the subordinate of any such professional.
The appeal will then be approved or denied by the Administrator or its delegate, as it deems appropriate, based on its interpretation of the Plan in light of the medical evidence.
Before an adverse benefit determination on review of a claim due to Disability is issued, the claimant shall be provided, free of charge, with any new or additional evidence considered, relied upon, or generated by the Administrator or its delegate making the benefit determination (or at the direction of the Administrator) in connection with the claim; such evidence will be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.
Also before an adverse benefit determination on review based on a new or additional rationale is issued, the claimant shall be provided, free of charge, the rationale; the rationale must be provided as soon as possible and sufficiently in advance of the date on which the notice of adverse benefit determination on review is required to be provided to give the claimant a reasonable opportunity to respond prior to that date.
A final benefit determination will be made by the Administrator or its delegate, and the Administrator or its delegate shall provide the claimant with written or electronic notification of the final benefit determination within a reasonable period of time, but no later than 45 days immediately following receipt of claimant’s request for review, unless special circumstances require a further extension of time for processing the claim, which extension may be up to an additional 45 days. If such an extension of time for review is required because of special circumstances, the Administrator or its delegate shall provide the claimant with a written notice
of the extension prior to the commencement of the extension. The notice shall describe the special circumstances requiring the extension and the date as of which the final benefit determination shall be made. In the event that a period of time is extended due to a claimant’s failure to submit information necessary to decide a claim, the period for making the benefit determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information. In the case of an adverse final benefit determination, the Administrator or its delegate shall provide to the claimant written or electronic notification setting forth in a manner calculated to be understood by the claimant and in a culturally and linguistically appropriate manner: (i) the specific reason or reasons for the adverse final benefit determination; (ii) reference to the specific Plan provisions on which the adverse final benefit determination is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits; (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following an adverse final benefit determination on review and mandatory arbitration in accordance with Section 10.3 below; (v) either the specific internal rules, guidelines, protocols, standards or other similar criteria of the Plan relied upon in making the adverse determination or a statement that such rules, guidelines, protocols, standards or other similar criteria of the Plan do not exist; (vi) if the determination is based on a medical necessity or experimental treatment or similar exclusion or limit, an explanation of the scientific or clinical judgment for the determination, applying the terms of the Plan to the claimant’s medical circumstances, or a statement that such explanation shall be provided free of charge upon request; (vii) a discussion of the decision, including an explanation of the basis for disagreeing with or not following: (a) the views presented by the claimant to the Plan of health care professionals treating the claimant and vocational professionals who evaluated the claimant; (b) the views of medical or vocational experts whose advice was obtained on behalf of the Plan in connection with a claimant’s adverse benefit determination, without regard to whether the advice was relied upon in making the benefit determination; and (c) a disability determination made by the Social Security Administration regarding the claimant presented by the claimant to the Plan; and (viii) the following statement: “You and your plan may have other voluntary alternative dispute resolution options, such as mediation. One way to find out what may be available is to contact your local U.S. Department of Labor Office and your State insurance regulatory agency.” As described above, there shall be only one level of review of an adverse benefit determination, followed by mandatory arbitration under Section 10.3, before a claimant may bring a civil action pursuant to Section 502 of ERISA.
7.3 Dispute Arbitration
(a) Effective as to any claims filed on or after June 19, 2014, final and binding arbitration under this Section 7.3 shall be the sole remedy available to a claimant after he or she has exhausted the claim and review procedures set forth in Section 7.1. Furthermore, exhaustion by the claimant of the claim and review procedures set forth in Section 7.1 is a mandatory prerequisite for binding arbitration under this Section 7.3. Any arbitration or civil action brought prior to the exhaustion of the claim and review procedures set forth in Section 7.1 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted.
(b) After a claimant has exhausted the claim and review procedures set forth in Section 7.1, if the claimant is determined by the Administrator not to be eligible for benefits, or if the claimant believes that he or she is entitled to greater or different benefits, the claimant may submit his or her claim to final and binding arbitration under this Section 7.3.
Any arbitration under this Section 7.3 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”) and under the Federal Arbitration Act. The arbitration shall be before a single neutral arbitrator licensed to practice law and experienced in employee benefits law as well as laws governing severance plans, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties. The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute. To the fullest extent provided by federal law, the decision rendered by the Administrator pursuant to the claim and review procedures set forth in Section 7.1 shall be upheld by the Arbitrator unless the Arbitrator determines that the Administrator abused its discretion. Notwithstanding the preceding sentence, if (1) a Change in Control occurs, then a claim review decision rendered by the Administrator within the three years following the Change in Control shall, if it is challenged by the claimant in accordance with this Section 7.3, be subject to de novo review by the Arbitrator, or (2) if the claimant is determined by the Administrator not to be eligible for benefits on account of the Administrator’s determination as to whether Cause, Disability or Good Reason exists, then such decision rendered by the Administrator as to whether Cause, Disability or Good Reason exists shall, if it is challenged by the claimant in accordance with this Section 7.3, be subject to de novo review by the Arbitrator. Subject to the applicable standard of review in the preceding two sentences, the Arbitrator may grant any award or relief available under applicable law that the Arbitrator deems just and equitable.
At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. The Administrator will pay the Arbitrator’s fees and all other costs that are unique to the arbitration process, to the extent required by law. Otherwise, each party shall be solely responsible for paying his/her/their/its own costs/fees for the arbitration, including but not limited to attorneys’ fees. However, the Arbitrator in his or her discretion may allow reasonable attorney’s fees and costs of action to either party to the same extent as would be permissible if the claim(s) were filed in a court of law in lieu of arbitration.
(c) Notwithstanding any contrary provisions of this Section 7.3, if the claim is due to Disability, the following rules apply: (1) arbitration under this Section 7.3 shall be the mandatory second level of appeal following the exhaustion by the claimant of the claim and
review procedures set forth in Section 7.2, and such exhaustion is a mandatory prerequisite for arbitration under this Section 7.3—any arbitration or civil action brought with respect to a claim due to Disability prior to the exhaustion of the claim and review procedures set forth in Section 7.2 shall be remanded to the Administrator to permit the claim and review procedures to be exhausted; (2) arbitration of a claim due to Disability under this Section 7.3 shall not be binding, and the claimant shall not be precluded from challenging the decision of the Arbitrator in a civil action brought pursuant to Section 502(a) of ERISA; and (3) except as specifically set forth in this Section 7.3(c), if the claim is due to Disability, the arbitration shall be conducted as set forth in Section 7.3(b).
(d) Effective as to any claims filed on or after January 1, 2025, the Eligible Employee, Participant, or Beneficiary must bring any dispute in arbitration on an individual basis only, and not on a class, collective or representative basis and must waive the right to commence, be a party to, or be an actual or putative class member of any class, collective or representative action arising out of or relating to the Plan, including, but not limited to, any claims related to the Plan (“class action waiver”). However, if this class action waiver is found to be unenforceable by a court of competent jurisdiction, then any claim on a class, collective or representative basis shall be filed and adjudicated in a court of competent jurisdiction, and not in arbitration. Except as provided in the preceding sentence, this Section 7.3 is intended to make mandatory individual arbitration apply, as described above, to the maximum extent permissible under ERISA; if any feature of this arbitration requirement is impermissible under ERISA, arbitration as described above shall remain required with the minimum change necessary to allow the arbitration requirement to be permissible under ERISA.
ARTICLE 8 SUCCESSORS AND ASSIGNMENT
8.1 Successors to an Employer
Subject to Section 8.2, each Employer will require any successor (whether direct or indirect, by purchase, merger, consolidation, or otherwise) of all or substantially all of the business and/or assets of the Employer or of any division or subsidiary thereof (the business and/or assets of which constitute at least fifty percent (50%) of the total business and/or assets of the Employer) to expressly assume and agree to perform the Employer’s obligations under this Plan in the same manner and to the same extent that the Employer would be required to perform them if such succession had not taken place.
8.2 Sale, Spin-Off, or Liquidation of an Employer
Except as provided in the following two sentences, if EIX sells (regardless of whether pursuant to a stock sale or sale of all or substantially all of the business and/or assets of the Employer), spins-off or liquidates an Employer (other than EIX), this Plan shall be deemed to have been terminated as to all Eligible Employees employed by that Employer and such Eligible Employees shall have no further rights under this Plan and shall have no right to any payment or benefits under this Plan in respect of such termination. If such a sale, spin-off or liquidation occurs after a Potential Change in Control has occurred (and the Board has not declared in good faith that the
circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or during a Protected Period, the preceding sentence shall not apply with respect to any Eligible Employee who was employed immediately prior to the Potential Change in Control or start of the Protected Period, as applicable, by EIX or an Employer other than the Employer that is sold, spun off, or liquidated. The first sentence of this Section 8.2 will not apply to an Eligible Employee if (i) the Employer has entered a written agreement with the Eligible Employee, (ii) the agreement has been approved by the CEO or the senior officer of EIX responsible for Human Resources (or by EIX’s director responsible for executive compensation if EIX does not have an officer responsible for Human Resources other than the CEO), (iii) the agreement provides specific conditions under which the Eligible Employee will be eligible for the benefits described in Section 2.3 in connection with the sale or spin-off of the Employer, and (iv) those conditions are met.
ARTICLE 9 ADMINISTRATION OF THE PLAN
9.1 Administrator Action
The Administrator shall act at meetings by affirmative vote of a majority of the members of the Administrator. Any action permitted to be taken at a meeting may be taken without a meeting if, prior to such action, a written consent to the action is signed by all members of the Administrator and such written consent is filed with the minutes of the proceedings of the Administrator. A member of the Administrator shall not vote or act upon any matter which relates solely to himself or herself as an Eligible Employee. The Chair of the Administrator or any other member or members of the Administrator designated by the Chair of the Administrator may execute any certificate or other written direction on behalf of the Administrator.
9.2 Powers and Duties of the Administrator
The Administrator shall enforce this Plan in accordance with its terms, shall be charged with the general administration of this Plan, and shall have all powers necessary to accomplish its purposes, including, but not by way of limitation, the power and authority to do the following:
(a) To determine eligibility for and participation in this Plan;
(b) To construe and interpret the terms and provisions of this Plan;
(c) To compute and certify to the amount and kind of benefits payable to Eligible Employees and their Beneficiaries, and to determine the amount of withholding taxes to be deducted pursuant to Article 3;
(d) To maintain all records that may be necessary for the administration of this Plan;
(e) To provide for the disclosure of all information and the filing or provision of all reports and statements to Eligible Employees, Beneficiaries or governmental agencies as shall be required by law;
(f) To make and publish such rules for the regulation of this Plan and procedures for the administration of this Plan as are not inconsistent with the terms hereof; and
(g) To appoint a plan administrator or any other agent (which may include, without limitation, one or more employees of EIX), and to delegate to them such powers and duties in connection with the administration of this Plan as the Administrator may from time to time prescribe.
9.3 Plan Interpretation
The Administrator will administer the Plan and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Plan operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan. The Administrator will interpret and construe the Plan to comply with Section 409A of the Code. All decisions of the Administrator will be final and binding.
9.4 Information
To enable the Administrator to perform its functions, each Employer shall supply full and timely information to the Administrator on all matters relating to the compensation of all Eligible Employees, their death or other cause of termination, and such other pertinent facts as the Administrator may require.
9.5 Compensation, Expenses and Indemnity
The members of the Administrator shall serve without additional compensation for their services hereunder beyond that which they are entitled as authorized by the Board. The Administrator is authorized at the expense of EIX to employ such legal counsel as it may deem advisable to assist in the performance of its duties hereunder. EIX shall pay expenses and fees in connection with the administration of this Plan. To the extent permitted by applicable law, EIX shall indemnify and save harmless the Administrator and each member thereof, the Board and each member thereof, and delegates of the Administrator who are employees of EIX against any and all expenses, liabilities and claims, including legal fees to defend against such liabilities and claims arising out of their discharge in good faith of responsibilities under or incident to this Plan, other than expenses and liabilities arising out of willful misconduct. This indemnity shall not preclude such further indemnities as may be available under insurance purchased by EIX or provided by EIX under any bylaw, agreement or otherwise, as such indemnities are permitted under state law.
ARTICLE 10 MISCELLANEOUS
10.1 Release and Agreement
Notwithstanding anything else contained herein to the contrary, each Employer’s obligation to pay benefits to an Eligible Employee is subject to the condition precedent that the Eligible Employee execute, not later than 45 days after the Eligible Employee’s receipt of the Severance Agreement, a valid and effective Severance Agreement in the form attached hereto as Exhibit B (or such other form, which is substantially the same as the form attached hereto as Exhibit B, as determined by an officer of EIX who engages in day-to-day Plan operations in accordance with Section 9.3 or the General Counsel of EIX) and such executed agreement is received by EIX and the Eligible Employee’s Employer no later than 52 days after the Eligible Employee’s receipt of the Severance Agreement and is not revoked by the Eligible Employee or otherwise rendered unenforceable by the Eligible Employee. EIX will provide the applicable form of Severance Agreement to the Eligible Employee on or before the seventh day following the Eligible Employee’s Termination Date. EIX may modify the form of Severance Agreement from time to time to comply with applicable laws, rules and regulations. If the 45-day period for the Eligible Employee to consider the Severance Agreement plus any revocation period afforded by applicable law (together, the “Release Period”) spans two different calendar years, payment of the cash severance benefits pursuant to Section 2.3.1 (including any enhancement thereto pursuant to Section 2.4), shall be made within the period of time prescribed by Section 2.3.1 but in the second of those two calendar years and, to the extent required to avoid any tax, penalty or interest under Section 409A of the Code, any benefit payment or reimbursement pursuant to Sections 2.3.2 through 2.3.6 (including any enhancement thereto pursuant to Sections 2.4.1 and 2.4.2) that would otherwise be paid in the first of those two years shall not be paid until the second of those two years.
10.2 Term of the Plan
(a) This Plan will commence on the Effective Date and shall continue in effect through December 31, 2009. However, at the end of such initial period and, if extended, at the end of each additional year thereafter, the term of this Plan shall be extended automatically for one additional year, unless the Administrator (or the Board) delivers written notice at least six months prior to the end of such term, or extended term, to each Eligible Employee that this Plan will not be extended, and if such notice is timely given this Plan will terminate at the end of the term then in progress; provided, however, that this provision for automatic extension shall have no application following a Potential Change in Control (unless and until the Board declares in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control) or a Change in Control, in which case the provisions of Section 10.2(b) or Section 10.2(c), respectively, shall apply.
(b) If a Potential Change in Control occurs, the Administrator (or the Board) may not give notice that the term of this Plan will not be extended, or will not be further extended, as the case may be, unless and until the Board declares in good faith that the circumstances giving rise to the
Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs.
(c) In the event a Change in Control occurs during the initial or any extended term, this Plan will remain in effect for the longer of: twenty-four months beyond the month in which such Change in Control occurred; or
(1) as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder to that Eligible Employee have been fulfilled. Any subsequent Change in Control (“Subsequent Change in Control”) that occurs during the initial or any extended term shall also continue the term of this Plan until the later of:
(i) twenty-four months beyond the month in which such Subsequent Change in Control occurred; or
(ii) as to any Eligible Employee who incurs a Qualifying Termination Event, until all obligations of each Employer hereunder have been fulfilled to that Eligible Employee; provided, however, that if a Subsequent Change in Control occurs, it shall only be considered a Change in Control under this Plan if it occurs no later than twenty-four months after the immediately preceding Change in Control or Subsequent Change in Control.
(d) The foregoing provisions of this Section 10.2 are subject to the provisions of Section 8.2 as to any Eligible Employee that is employed by an Employer that is sold or spun-off by EIX.
10.3 Employment Status
Except as may be provided under any other written agreement between an Eligible Employee and his or her Employer, the employment of the Eligible Employee by his or her Employer is “at will,” and may be terminated by either the Eligible Employee or the Employer at any time, subject to applicable law. Payments made under this Plan shall not give any person the right to any benefits provided to persons retained in an Employer’s employ (such as, without limitation, health and dental benefits). Except as may otherwise be required by law or set forth specifically in such plans or as otherwise expressly provided in this Plan, such benefits shall terminate as of the date the Eligible Employee’s employment by an Employer terminates.
10.4 Gender, Singular and Plural
All pronouns and variations thereof will be deemed to refer to the masculine, feminine, or neuter, as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.
10.5 Validity
If any provision of the Plan is held invalid, void or unenforceable, the same will not affect, in any respect whatsoever, the validity of any other provisions of the Plan.
10.6 Modification
The Administrator or the Board may from time to time amend this Plan in any way it determines to be advisable; provided, however, that no such amendment shall be effective without the consent of each affected Eligible Employee (or the Eligible Employee’s legal representative) if it is adopted (a) after a Potential Change in Control (unless and until the Board determines in good faith that the circumstances giving rise to the Potential Change in Control will not result in an actual Change in Control or an actual Change in Control occurs), or (b) during a Protected Period. No provision of this Plan may be waived as to an Eligible Employee unless such waiver is agreed to in writing and signed by the Eligible Employee (or the Eligible Employee’s legal representative) and by an authorized member of the Administrator (or the Board) or its designee or legal representative. Neither the Administrator nor the Board may amend the Cash Severance Policy without seeking ratification from the shareholders of EIX of such amendment.
10.7 Notice
For purposes of this Plan, notices, including Notice of Termination, and all other communications provided for in this Plan shall be in writing and shall be deemed to have been duly given when delivered or on the date stamped as received by the U.S. Postal Service for delivery by certified or registered mail, postage prepaid and addressed:
(a) if to the Eligible Employee, to his or her latest address as reflected on the records of EIX or his or her Employer, and
(b) if to an Employer, to the attention of EIX’s Corporate Secretary at the address of EIX’s principal executive offices; or to such other address as either party may furnish to the other in writing for the delivery of notices to that party, with specific reference to this Plan and the importance of the notice, except that a notice of change of address shall be effective only upon receipt by the other party.
10.8 Applicable Law
The Plan will be governed and construed in accordance with the laws of California except where the laws of California are preempted by ERISA.
10.9 WARN Act
Benefits payable under this Plan are intended to satisfy, where applicable, any EIX or other Employer’s obligations under the Federal Worker Adjustment and Retraining Notification Act (“WARN”) and any similar obligations that EIX or any other Employer may have under any successor or other federal or state severance pay or pay continuation benefit statute (“Similar Severance Pay Law”). If it is determined that severance or pay continuation obligations to or for the benefit of the Eligible Employee exist under WARN or Similar Severance Pay Law that are in addition to benefits payable under this Plan (the “Additional Payments”), then the Eligible Employee’s entitlement to benefits payable in cash pursuant to Section 2.3 or 2.4 shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined
the Eligible Employee is entitled to receive, provided that the reduction shall not cause the Eligible Employee’s aggregate benefit pursuant to Section 2.3.1 (giving effect to any adjustment thereto pursuant to Section 2.4, if applicable under the circumstances) to be less than the applicable Minimum Benefit. The Eligible Employee shall repay any amounts paid under this Plan to which he or she was not entitled after giving effect to the preceding sentence.
10.10 Statutes and Regulations
Any reference to a statute or regulation herein shall include any successor to such statute or regulation.
IN WITNESS WHEREOF, EIX has amended and restated this Plan on the 26th day of February, 2025.
EDISON INTERNATIONAL
/s/ Natalie Schilling
Natalie Schilling
Senior Vice President, Human Resources
EXHIBIT A
This Cash Severance Policy (the “Cash Severance Policy”) is effective as of January 1, 2025 (the “Policy Effective Date”). Capitalized terms used herein that are otherwise not defined herein shall have the meanings ascribed to such terms in the EIX 2008 Executive Severance Plan (the “Plan”) to which this Exhibit A is attached.
On or after the Policy Effective Date, neither EIX nor any other Affiliate will enter into any new employment agreement, severance agreement or separation agreement with any Section 16 Officer, or establish any new severance plan or policy covering any Section 16 Officer, or amend the Plan, in each case, so as to provide Cash Severance to a Section 16 Officer that exceeds the Cash Severance Cap for such Section 16 Officer, without seeking ratification from the shareholders of EIX of any such agreement, plan, policy, or amendment.
The Administrator will administer this Policy and interpret, construe and apply its provisions in accordance with its terms and will provide direction and oversight as necessary to management, staff, or contractors to whom day-to-day Policy operations may be delegated. The Administrator will establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Policy. All decisions of the Administrator will be final and binding.
As used in this Policy, the following capitalized terms are defined as follows:
Cash Severance means cash payments: (i) in respect of the termination of the Section 16 Officer’s employment; (ii) to secure an agreement not to compete with EIX and the other Affiliates; or (iii) to offset any tax liability in respect of any of the foregoing. For the avoidance of doubt, “Cash Severance” does not include (a) the vesting, acceleration, settlement, payment (in any form of consideration permitted by the applicable plan or award agreement) or other handling of equity or equity-based awards granted or purchased under shareholder-approved plans, including, without limitation, awards granted under the Edison International 2007 Performance Incentive Plan or the Edison International Employee Stock Purchase Plan, in each case, as such plan is amended from time to time or any successor plan thereto, (b) payment of deferred compensation, earned retirement benefits or other vested employee benefits, in each case in accordance with the terms of the applicable plan or consistent with the Employer’s normal practices, (c) the provision of perquisites, outplacement services (including reimbursement of outplacement costs), educational assistance, insurance, disability, health and welfare plan coverage and other non-cash benefits, including, without limitation, any cash payments provided to cover the cost of obtaining such benefits or coverage or to continue health care benefits under the Employer's health care benefits program pursuant to COBRA, (d) any interest required to be paid pursuant to the terms of any Employer plan or policy between the termination date and the payment date, (e) amounts paid for consulting services that the Section 16 Officer has agreed to provide after such officer’s termination of employment for a period not to exceed two years; (f) any unpaid cash bonus for any previously completed performance or service period (including, without limitation, the payments described in Section 2.3.1(b) of the Plan), (g) accrued but unpaid Salary, vacation pay or other paid time off through the termination date
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and reimbursement for any expenses validly incurred prior to the termination date, (h) any payment in respect of the Section 16 Officer’s prorated cash bonus for the year of termination based on target or actual performance (including, without limitation, the payments described in Section 2.3.1(c) of the Plan), (i) payments made in settlement of litigation or claims made against EIX or the other Affiliates by the Section 16 Officer or indemnification payments made or expenses advanced under the governing documents of EIX or an Affiliate or any indemnification agreement with the Section 16 Officer, or (j) any other benefit or payment required by law.
Cash Severance Cap means an amount equal to (i) 2.99 times (ii) the sum of (a) the Eligible Employee’s annualized Salary in effect on the Eligible Employee’s Termination Date plus (b) the Eligible Employee’s annualized Salary in effect on the Eligible Employee’s Termination Date times the Eligible Employee’s Target Bonus Percentage in effect on the Eligible Employee’s Termination Date.
Section 16 Officer means an Eligible Employee who is subject to Section 16 of the Securities Exchange Act of 1934, as amended.
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EXHIBIT B
SEVERANCE AGREEMENT
This Severance Agreement (this “Agreement”) is made as of the _____ day of __________, 20___, by and between [name], an individual (the “Individual”), and Edison International, a California corporation (the “Company”), it provides for a termination date of [date—usually the day after the last day on payroll] (the “Termination Date”), and it is a severance agreement that includes a release, a confidentiality agreement, and an agreement not to solicit employees, and certain other terms and conditions.
RECITALS
A. The Individual and the Company have reached agreement on the termination of the Individual’s employment by the Company and/or one or more of its current or former subsidiaries or affiliates, including but not limited to Southern California Edison Company (collectively, the Company and its current or former subsidiaries and affiliates are referred to herein as the “Company Group”).
B. The Individual and the Company further desire to resolve all pending and potential actions and issues between the Individual and each member of the Company Group without the further expenditure of time and expense of litigation and, for that reason, have entered into this Agreement.
C. The Company maintains the Edison International 2008 Executive Severance Plan (the “Plan”). The Company's (and/or another member of the Company Group’s) obligation to pay or continue paying severance benefits to the Individual under and in accordance with the terms of the Plan, which benefits are summarized and attached to this Agreement as Exhibit A (the “Severance Benefits”), is subject to the requirement that the Company timely receive this Agreement from the Individual and that the Individual does not revoke or otherwise render this Agreement unenforceable.
AGREEMENT
In consideration of the covenants undertaken and the releases contained in this Agreement, and the Individual’s right to receive the Severance Benefits, the Individual and the Company agree as follows:
1. Termination of Employment
The Individual and the Company agree that the Individual’s employment by the Company and/or one or more of the other members of the Company Group is terminated effective the Termination Date. Accordingly, the Individual hereby resigns any and all of his or her positions, offices, and/or directorships with each entity in the Company Group and any employment agreement(s) between the Individual and one or more members of the Company Group will be, and they hereby are, terminated effective the Termination Date.
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2. Severance Benefit
The Company and/or the appropriate member of the Company Group will pay to the Individual the Severance Benefits in accordance with the terms of the Plan.
3. Release by the Individual
Except for those obligations created by or arising out of this Agreement, the Individual on behalf of himself or herself, his or her descendants, dependents, heirs, executors, administrators, assigns, and successors, and each of them, hereby covenants not to sue and fully releases and discharges the Company, its parent (if any), the Company’s subsidiaries and affiliates, past and present, and each of them, as well as its and their trustees, directors, officers, agents, attorneys, insurers, employees, benefit plans, benefit plan fiduciaries, stockholders, representatives, assigns, and successors, past and present, and each of them, hereinafter together and collectively referred to as “Releasees,” with respect to and from any and all claims, wages, demands, rights, liens, agreements, contracts, covenants, actions, suits, causes of action, obligations, debts, costs, expenses, attorneys’ fees, damages, judgments, orders and liabilities of whatever kind or nature in law, equity or otherwise, whether now known or unknown, suspected or unsuspected, and whether or not concealed or hidden, which he or she now owns or holds or he or she has at any time heretofore owned or held or may in the future hold as against said Releasees, arising out of or in any way connected with the Individual’s employment relationship with any member of the Company Group, or the termination of his or her employment or any other transactions, occurrences, acts or omissions or any loss, damage or injury whatever, known or unknown, suspected or unsuspected, resulting from any act or omission by or on the part of said Releasees, or any of them, committed or omitted prior to the date of this Agreement including, without limiting the generality of the foregoing, any claim under Section 1981 of the Civil Rights Act of 1866, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Family and Medical Leave Act of 1993, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Worker Adjustment and Retraining Notification Act, the California Labor Code, the California Business and Professions Code, any other claim under any other federal, state or local law or regulation, and any other claim for severance pay, bonus or incentive pay, sick leave, holiday pay, vacation pay, life insurance, health or medical insurance or any other fringe benefit, medical expenses, or disability (except vested benefits that the Individual may be entitled to receive as outlined in Exhibit A hereto, or vested benefits that the Individual may be entitled to receive, if any, under and in accordance with the terms of the Southern California Edison Company Retirement Plan or other qualified Company Group pension plan, Edison 401(k) Savings Plan, Medical Program, Dental Program, Vision Care Plan, Health Care Reimbursement Account Program, Dependent Care Reimbursement Account Program, and Employee Assistance Program). Exhibit A is incorporated herein by this reference. Without limiting the generality of the foregoing release, the Individual agrees that effective as of the Termination Date (i) he or she is not eligible for benefits under the Southern California Edison Company Comprehensive Disability Plan (the “CDP”) except to the extent (if any) the Individual is entitled to benefits under the CDP in the same amount and payable at the same time as would otherwise be payable under California State
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Disability Insurance, and (ii) he or she is not eligible for benefits under the Edison International 2008 Executive Disability Plan (the “Executive Disability Plan”) unless the Individual qualifies for and receives long-term disability benefits under the Southern California Edison Company Long Term Disability Plan (the “LTD Plan”), and the amount and duration of CDP, LTD or Executive Disability Plan benefits provided to the Individual on and after the Termination Date (if any) shall be determined under the terms of the respective disability plan. Nothing in this Agreement should be construed to release claims that cannot be released as a matter of law.
4. Known and Unknown Claims
It is the intention of the Individual and the Company in executing this instrument that the same shall be effective as a bar to each and every claim, demand and cause of action hereinabove specified. In furtherance of this intention, the Individual hereby expressly waives any and all rights and benefits conferred upon him or her by the provisions of SECTION 1542 OF THE CALIFORNIA CIVIL CODE and expressly consents that this Agreement shall be given full force and effect according to each and all of its express terms and provisions, including those related to unknown and unsuspected claims, demands and causes of action, if any, as well as those relating to any other claims, demands and causes of action hereinabove specified. SECTION 1542 provides:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
The Individual acknowledges that he or she may hereafter discover claims or facts in addition to or different from those which he or she now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected this settlement. Nevertheless, the Individual hereby waives any right, claim or cause of action that might arise as a result of such different or additional claims or facts. The Individual acknowledges that he or she understands the significance and consequence of such release and such specific waiver of SECTION 1542.
5. Other Waiver by the Individual
The Individual expressly acknowledges and agrees that, by entering into this Agreement, he or she is waiving any and all rights or claims that he or she may have arising under the Age Discrimination in Employment Act of 1967, as amended, which have arisen on or before the date of execution of this Agreement.
6. Confidentiality
The Individual represents and covenants that he or she has not previously and that he or she will not at any time, unless compelled by process of law, disclose or use for his or her own benefit or purposes or the benefit or purposes of any other person, firm, partnership, joint
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venture, association, corporation or other business organization, entity or enterprise other than the Company, any trade secrets, or other confidential data or information relating to customers, development programs, costs, marketing, trading, investment, sales activities, promotion, credit and financial data, financing methods, or plans of any member of the Company Group; provided that the foregoing shall not apply to information which is generally known to the industry or the public other than as a result of the Individual's breach of this covenant. The Individual agrees that he or she will return to the Company immediately all electronic files, memoranda, books, papers, plans, information, letters and other data, and all copies thereof or therefrom, in any way relating to the business of any entity within the Company Group, except that he or she may retain personal notes, notebooks and diaries that do not contain confidential information of the type described in the preceding sentence. The Individual further agrees that he or she will not retain or use for his or her account at any time any trade names, trademark or other proprietary business designation used or owned in connection with the business of any entity within the Company Group. Nothing in this Agreement shall be construed to prohibit the Individual from discussing the terms, wages, and working conditions of the Individual’s employment to the extent such communication is protected by applicable labor law. To the extent the Individual has a right to engage in concerted activity under Section 7 of the National Labor Relations Act (hereafter “Section 7 rights”), nothing in this Agreement shall be construed to limit or restrict such activity. Furthermore, nothing in this Agreement shall be construed to prevent the Individual from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that the Individual has reason to believe is unlawful. In addition, nothing in this Agreement shall be construed to prohibit the Individual from filing a complaint or reporting any concern (including any safety concern) to any federal or state agency or legislature, including, but not limited to, the United States Nuclear Regulatory Commission, the Equal Employment Opportunity Commission, the Securities and Exchange Commission, and the National Labor Relations Board, or prohibit the Individual from communicating with or otherwise participating in any proceeding or investigation by a federal or state agency or legislature regarding such concern, without notice to the Company. The Individual acknowledges, however, his or her release shall remain effective and binding, and Individual shall take nothing as a result of any such investigation or proceeding from any person or entity released in paragraph 3. This Agreement does not limit the Individual’s right to receive an award from a government agency for information provided to that agency. Further, this Section 6 does not, in any way, restrict or impede the Individual from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order.
Pursuant to the Defend Trade Secrets Act of 2016, the Individual acknowledges that he or she may not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of confidential information that: (a) is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney solely for the purpose of reporting or investigating a suspected violation of law; or (b) is made in a complaint or other document that is filed in a lawsuit or other proceeding, provided that such filing is made under seal. Further, the Individual understands that the Company Group will not retaliate against the Individual in any way for any such disclosure made in accordance with the law. In the event
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a disclosure is made, and the Individual files any type of proceeding against any member of the Company Group alleging that a member of the Company Group retaliated against the Individual because of the Individual’s disclosure, the Individual may disclose the relevant confidential information to the Individual’s attorney and may use the confidential information in the proceeding if (x) the Individual files any document containing the confidential information under seal, and (y) the Individual does not otherwise disclose the confidential information except pursuant to court or arbitral order.
7. No Solicitation
The Individual represents and covenants that he or she has not previously and that he or she will not at any time during the period commencing on the date hereof and ending on the first anniversary of the date hereof (the “Limitation Period”) directly or indirectly solicit any person who is then, or at any time within six months prior to the Limitation Period was, an employee of an entity within the Company Group (as it may now or in the future be composed) who earned annually $25,000 or more as an employee of such entity during the last six months of his or her own employment, to work for any business, individual, partnership, firm, corporation, or other entity then in competition in the Specified Counties with the business of any entity within the Company Group. The Specified Counties are the counties of Los Angeles, Orange, Riverside, San Bernardino, Ventura, Santa Barbara, Kern, Tulare, Inyo, Mono, and Fresno.
8. Representations by the Individual
The Individual further expressly acknowledges, represents, and agrees that:
a. He or she was not otherwise entitled to the Severance Benefits (in the event that the Individual is entitled to severance or pay continuation benefits under any federal or state law, including without limitation the Worker Adjustment and Retraining Notification Act ("WARN") or similar state law, the Individual acknowledges, represents and agrees that he or she was not otherwise entitled the level of Severance Benefits being offered and that such benefits exceed the minimum required statutory level of benefits that he or she may have otherwise been entitled to);
b. His or her right to receive the Severance Benefits is consideration for his or her agreements herein and the Severance Benefits (to the extent that they exceed any minimum required statutory level of benefits under WARN or otherwise) would not be paid if he or she did not execute and deliver this Agreement;
c. If, despite the Individual’s release of claims as stated herein, it is determined that other severance or pay continuation obligations to or for the benefit of the Individual exist under WARN or similar state law (the “Additional Payments”), the Individual’s entitlement to the Severance Benefits payable in cash shall be reduced by an aggregate amount equal to the aggregate Additional Payments that it is determined the Individual is entitled to receive, provided that the Individual will be entitled to the Minimum Benefit specified in Section
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2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;
d. To the extent the Individual receives cash Severance Benefits that the Individual was not entitled to receive for any reason (including, without limitation, due to reduction for the Additional Payments), the Individual acknowledges, represents and agrees that he or she will promptly return the full amount of the excess payments;
e. The restrictions on him or her which are set forth in Sections 6 and 7 are reasonable;
f. The Severance Benefits are subject to termination or reduction pursuant to Sections 2.6 and 10.9 of the Plan, provided that in all cases the Individual will be entitled to the Minimum Benefit specified in Section 2.6 of the Plan, which Minimum Benefit the Individual agrees is, in and of itself, good and sufficient consideration for the Individual’s agreements and releases set forth in this Agreement;
g. He or she was orally advised by the Company and is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;
h. He or she was given a copy of this Agreement prior to the date of its execution, and informed that he or she had up to forty-five (45) days within which to consider the Agreement; if he or she signs this Agreement before the end of such forty-five (45) day period, he or she will have done so voluntarily and with full knowledge that he or she is waiving his or her right to have forty-five (45) days to consider this Agreement; and in the event that there are any changes to this Agreement, he or she agrees that no changes, whether material or immaterial, will restart the running of the forty-five (45) day period;
i. He or she was informed that he or she has seven (7) days following the date of execution of the Agreement in which to revoke the Agreement; and
j. He or she has had the opportunity to consult with his or her advisors and attorneys regarding this Agreement (including, without limitation, its terms, conditions, and effects) and represents that he or she has so consulted with such advisors and attorneys.
9. Confidentiality of the Agreement
The Individual shall not disclose this Agreement, or any of its terms and conditions, including but not limited to the consideration for this Agreement, to any person other than the Individual’s spouse, attorneys, medical providers, accountants, tax preparers, financial advisors, and tax advisors (collectively, the “Confidants”). Before the Individual discloses to a Confidant this Agreement, or any of its terms or conditions, the Confidant must explicitly state in writing to the Individual that the Confidant will keep such information confidential as required by this Agreement. Notwithstanding the foregoing, to the extent the Individual has Section 7 rights, the Individual may disclose the terms of this Agreement to the extent necessary for the exercise of such rights. The Individual or his/her counsel may also disclose information
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concerning the financial terms of this Agreement to the Internal Revenue Service and/or California Franchise Tax Board, as may be necessary to support or explain any tax return that may be filed with either agency by the Individual or his/her counsel.
Except as set forth in Section 6 and above in this Section 9, any inquiry made to the Individual or the Confidants about this Agreement, or the settlement terms and conditions referred to herein, shall be met only by a statement that the claim has been resolved.
The Individual hereby agrees that disclosure by the Individual or any Confidant of any of the terms and conditions of this Agreement in violation of the foregoing shall constitute and be treated as a material breach of this Agreement by the Individual.
10. No Prior Assignment or Transfer
The Individual warrants and represents to the Company that he or she has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof and he or she shall defend, indemnify and hold harmless the Releasees from and against any claim (including the payment of attorneys' fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported or claimed.
11. No Right to Reinstatement; Inquiries from Prospective Employers
The Individual and the Company acknowledge that any employment relationship between the Individual and the Company Group terminated on the Termination Date; that they have no further employment or contractual relationship except as may arise out of this Agreement; that the Individual has not filed a claim against his or her employer in court, before an administrative agency, in an alternative dispute resolution forum, or through the employer’s internal complaint process; and that the Individual waives any right or claim to reinstatement as an employee of any member of the Company Group. In the event any member of the Company Group receives inquiries about the Individual from prospective employers, such member shall provide to such persons or entities only the following information: confirmation of the Individual's employment dates; position history; that the Individual’s employment with the Company Group was mutually terminated; and salary history if the Individual approves the provision of salary history information.
12. Taxes
The Individual agrees that he or she shall be exclusively liable for the payment of all federal and state taxes which may be due as the result of the consideration that he or she receives pursuant to this Agreement and the Individual hereby represents that he or she shall make payments on such taxes at the time and in the amount required of him or her. In addition, the Individual hereby agrees fully to defend, indemnify and hold harmless Releasees and each of them from payment of taxes or penalties that are required of them by any government agency at any time as the result of payment of the consideration set forth herein. The Individual further
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agrees to provide the Releasees and each of them with any tax information that they or it may reasonably request.
13. Beneficiaries and Successors
Each Releasee shall be deemed to be a beneficiary of the Individual’s promises and representations made herein. In the event of a merger, consolidation, or transfer or sale of all or substantially all of the assets of the Company with or to any other individual(s) or entity, this Agreement shall inure to the benefit of such successor. In the event of a merger, transfer or sale of the stock or assets of an entity in the Company Group that results in such entity not continuing as a member of the Company Group, the Individual's promises and representations made herein shall continue to inure to the benefit of such entity as well as the Company.
14. Entire Agreement
This instrument constitutes and contains the entire agreement and understanding concerning the Individual’s relationship with the Company Group, the termination of the Individual’s employment, and the other subject matters addressed herein between the parties, and supersedes and replaces all prior negotiations and all agreements proposed or otherwise, whether written or oral, concerning the subject matters hereof. This is an integrated document.
Notwithstanding the foregoing paragraph, any obligations of the Individual regarding confidentiality, trade secrets, inventions, no solicitation, or similar matters under an existing agreement or policy to which the Individual is a party or otherwise bound (“Additional Obligations”) shall continue in effect and, to that end, such Additional Obligations are outside of the scope of the foregoing paragraph. The provisions of this Agreement pertaining to confidentiality, trade secrets, inventions, no solicitation, or similar matters are in addition to (and not in lieu of) any such Additional Obligations.
15. Revocability
The Individual may revoke this Agreement in its entirety during the seven (7) days following execution of this Agreement by the Individual. Any revocation of this Agreement must be in writing, clearly state that it is a revocation of this Agreement, and be hand delivered to, or delivered in such a manner to ensure receipt by, the General Counsel of the Company during the revocation period. This Agreement will become effective, enforceable, and irrevocable upon seven (7) days following its execution by the Individual, unless it is revoked during the seven-day period.
16. Severability
If any provision of this Agreement or the application thereof is held invalid, the invalidity shall not affect other provisions or applications of this Agreement which can be given effect without the invalid provisions or applications and to this end the provisions of this Agreement are declared to be severable.
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17. Governing Law
This Agreement shall be deemed to have been executed and delivered within the State of California, and the rights and obligations of the parties hereunder shall be construed and enforced in accordance with, and governed by, the laws of the State of California without regard to principles of conflict of laws.
18. Mandatory Arbitration
Except for claims for temporary injunctive relief to prevent irreparable harm and claims that, after application of the Federal Arbitration Act (“FAA”) and FAA preemption principles, are not subject to arbitration or pre-dispute arbitration agreements as a matter of law (including but not limited to claims for unemployment compensation, workers’ compensation, and sexual abuse or sexual harassment), any dispute or controversy between the Individual, on the one hand, and the Company (or any other Releasee), on the other hand, in any way arising out of, related to, or connected with this Agreement or the subject matter thereof, or arising out of or related to any other dispute between the Individual and the Company or any other member of the Company Group or any other Releasee, now or in the future, shall be resolved through: (a) the claims and arbitration provisions contained in Article 7 of the Plan, to the extent the dispute or controversy involves the Severance Benefits or any other benefits under the Plan; (b) the claims and dispute resolution provisions of the applicable benefit plan, to the extent the dispute or controversy involves any claim not released under this Agreement with respect to a benefit plan that is (i) sponsored or maintained by the Company or any other member of the Company Group and (ii) subject to the Employee Retirement Income Security Act of 1974; or (c) final and binding arbitration in accordance with the arbitration provisions in the following paragraph, for other disputes or controversies.
Any arbitration under this Section 18 will be held in Los Angeles County, California, in accordance with the then-current JAMS Arbitration Rules and Procedures for Employment Disputes (“JAMS Rules”), which are currently available at https://www.jamsadr.com/rules-employment-arbitration/english, and the FAA. The arbitration shall be before a sole arbitrator, selected by mutual agreement of the parties. If the parties are unable to agree upon an arbitrator, the arbitrator shall be selected by ranking and striking in accordance with the then-current JAMS Rules from a list of arbitrators supplied by JAMS. Any and all claims and/or defenses that would otherwise be available in a court of law will be fully available to the parties; provided, however, that all claims are to be resolved on an individual basis only and no class, collective, or representative arbitration will be permitted under any circumstances, and any representative claim that cannot be waived as a matter of law (e.g., a representative claim under the Private Attorneys General Act of 2004) may proceed in court but must be stayed pending the conclusion of the arbitration of individual claims to the maximum extent permitted by law. The enforceability of the waiver of class, collective, and representative proceedings in the preceding sentence is to be determined by a court of competent jurisdiction, not by an arbitrator.
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The arbitrator selected pursuant to this paragraph (the “Arbitrator”) may order such discovery as is necessary for a full and fair exploration of the issues and dispute, consistent with the expedited nature of arbitration. The Arbitrator shall apply applicable substantive law to resolve the dispute (including the applicable statute(s) of limitations). At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator’s award or decision is based. Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto, and may be enforced by any court of competent jurisdiction. All costs unique to arbitration (e.g., the Arbitrator’s fees and room fees) shall be paid by the Company. The parties shall otherwise bear their own costs (e.g., attorneys’ fees, expert fees, witness fees, etc.). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the Arbitrator may award reasonable fees and costs to the prevailing party.
19. Counterparts, Headings
This Agreement may be executed in counterparts, and each counterpart, when executed, shall have the efficacy of a signed original. Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose. The headings in this Agreement are only for convenience and ease of reference and are not to be considered in construction or interpretation.
20. Waiver, Amendment
Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof shall not be deemed a waiver of such term, covenant, or condition, nor shall any waiver or relinquishment of, or failure to insist upon strict compliance with, any right or power hereunder at any one or more times be deemed a waiver or relinquishment of such right or power at any other time or times. No waiver shall be binding unless in writing and signed by the party waiving the breach. No amendment of any term or provision of this Agreement shall be binding unless in writing and signed by all parties to this Agreement.
21. No Presumption
In entering this Agreement, the parties represent that they have had full opportunity to consult with attorneys of their own choice, that the parties have completely read and understood the terms of this Agreement and voluntarily accepted such terms. If an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party because it or its representatives drafted any of the provisions of this Agreement.
22. Additional Acts
All parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions that may be necessary or appropriate to give full
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force to the basic terms and intent of this Agreement and which are not inconsistent with its terms.
[The remainder of this page has intentionally been left blank.]
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I have read the foregoing Agreement and I accept and agree to the provisions it contains and hereby execute it voluntarily with full understanding of its consequences.
EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).
The Individual Signature: Print Name:
EXECUTED on this ______ day of _________________ at ______________________ (County and State where agreement is signed).
Edison International
By: Print Name: Title:
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Document
Exhibit 31.1
CERTIFICATION
I, PEDRO J. PIZARRO, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Edison International;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 29, 2025
| /s/ PEDRO J. PIZARRO |
|---|
| PEDRO J. PIZARRO<br>Chief Executive Officer |
CERTIFICATION
I, MARIA RIGATTI , certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Edison International;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 29, 2025
| /s/ MARIA RIGATTI |
|---|
| MARIA RIGATTI<br>Chief Financial Officer |
Document
Exhibit 31.2
CERTIFICATION
I, STEVEN D. POWELL, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Southern California Edison Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 29, 2025
| /s/ STEVEN D. POWELL |
|---|
| STEVEN D. POWELL<br>Chief Executive Officer |
CERTIFICATION
I, AARON D. MOSS, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 of Southern California Edison Company;
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: April 29, 2025
| /s/ AARON D. MOSS |
|---|
| AARON D. MOSS<br>Chief Financial Officer |
Document
Exhibit 32.1
STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS
ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the "Quarterly Report"), of Edison International (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his or her knowledge, that:
1.The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
2.The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 29, 2025
| /s/ PEDRO J. PIZARRO |
|---|
| PEDRO J. PIZARRO<br>Chief Executive Officer<br>Edison International |
| /s/ MARIA RIGATTI |
| MARIA RIGATTI<br>Chief Financial Officer<br>Edison International |
This statement accompanies the Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.
Document
Exhibit 32.2
STATEMENT PURSUANT TO 18 U.S.C. SECTION 1350, AS
ENACTED BY SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 (the "Quarterly Report"), of Southern California Edison Company (the "Company"), and pursuant to 18 U.S.C. Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned certifies, to the best of his knowledge, that:
1.The Quarterly Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)); and
2.The information contained in the Quarterly Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 29, 2025
| /s/ STEVEN D. POWELL |
|---|
| STEVEN D. POWELL<br>Chief Executive Officer<br>Southern California Edison Company |
| /s/ AARON D. MOSS |
| AARON D. MOSS<br>Chief Financial Officer<br>Southern California Edison Company |
This statement accompanies the Quarterly Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.