10-K
SOUTHERN CALIFORNIA EDISON Co (SCE-PG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| ☒ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2023
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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FOR THE TRANSITION PERIOD FROM TO
Commission File Number of Issuing Entity: 333-249674-01
Central Index Key Number of Issuing Entity: 0001826571
SCE Recovery Funding LLC
(Exact name of Issuing Entity as specified in its Charter)
Southern California Edison Company
(Exact name of Depositor and Sponsor as specified in its Charter)
Commission File Number of Depositor: 001-02313
Central Index Key Number of Depositor: 0000092103
| Delaware | 85-3002154 |
|---|---|
| (State or other jurisdiction of<br><br>incorporation or organization of Issuing Entity) | (I.R.S. Employer<br><br>Identification No. of Issuing Entity) |
| 2244 Walnut Grove Avenue<br><br>(P.O. Box 5407)<br><br>Rosemead, California 91107 | (626) 302-7255 |
| (Address and zip code of principal executive offices of Issuing Entity) | (Registrant’s telephone number, including area code of Issuing Entity) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
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. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☐ NO ☐ NOT APPLICABLE ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated<br> filer | ☒ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the member’s equity held by non-affiliates of the Registrant as of June 30, 2022: None .
| Auditor name: PricewaterhouseCoopers LLP | Auditor Firm ID: 238 | Auditor Location: Los Angeles, California |
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DOCUMENTS INCORPORATED BY REFERENCE
PART I
| Item 1. | Business. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 1A. | Risk Factors. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 1B. | Unresolved Staff Comments. |
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None.
| Item 2. | Properties. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 3. | Legal Proceedings. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 4. | Mine Safety Disclosures. |
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Not applicable.
PART II
| Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 6. | Selected Financial Data. |
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Not applicable.
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 8. | Financial Statements and Supplementary Data. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 9A. | Controls and Procedures. |
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Omitted pursuant to General Instruction J of Form 10-K.
| Item 9B. | Other Information. |
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None.
PART III
| Item 10. | Directors, Executive Officers and Corporate Governance. |
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The following are the managers of the Issuing Entity as of the date of this Annual Report on Form 10-K:
| Name | Age | Background |
|---|---|---|
| Aaron D. Moss | 53 | President and Manager of the Issuing Entity and Senior Vice President and Chief Financial Officer, Southern California Edison Company (“SCE” or “Servicer”) since April 2022. From October 2017 to July 2021, Aaron was Vice President and Controller of SCE. From March 2016 to April 2022, Aaron was Vice President and Controller of SCE’s parent, Edison International. |
| Natalia Woodward | 55 | Manager and Vice President and Treasurer of the Issuing Entity since September 2020 and Vice President and Treasurer, SCE since October 2019. From September 2014 to February 2016, Natalia Woodward was Director of Risk Management. She returned to SCE in October 2016 as Director of Financial Planning & Analysis. |
| Sean L. Emerick | 57 | Independent Manager of the Issuing Entity since September 2020. Director, Special Services, CT Corporation System. From 2007 to 2011, Sean was the Vice President and General Manager of NRAI Corporate Services. From 2011 to 2014 he was Regional Service Manager, Special Services for CT Corporation. Sean has been a Director, Special Services for CT Corporation from 2014 to present. |
SCE Recovery Funding LLC is a wholly owned subsidiary of SCE, which in turn is a wholly owned subsidiary of Edison International. The Edison International Employee Code of Conduct is applicable to all officers and employees of Edison International and its subsidiaries. The Code is available on Edison International’s Internet website at www.edisoninvestor.com at “Corporate Governance.” Any amendments or waivers of Code provisions for the Company’s principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, will be posted on Edison International’s Internet website at www.edisoninvestor.com.
| Item 11. | Executive Compensation. |
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Other than the annual independent manager fee of $2,500 paid to CT Corporation, SCE Recovery Funding LLC does not pay any compensation to its managers or executive officers.
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. |
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None.
| Item 13. | Certain Relationships and Related Transactions, and Director Independence. |
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Manager Sean Emerick is an independent manager and an employee of CT Corporation Staffing, Inc.
| Item 14. | Principal Accounting Fees and Services. |
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Omitted pursuant to General Instruction J of Form 10-K.
PART IV
| Item 15. | Exhibits, Financial Statement Schedules. |
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| (a) | Documents filed as a part of the report: |
| --- | --- |
| (1) | Financial statements. |
| --- | --- |
Omitted pursuant to General Instruction J of Form 10-K as listed under Item 8 of this report.
| (2) | Financial statement schedules. |
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Omitted pursuant to General Instruction J of Form 10-K as listed under Item 8 of this report.
| Item 16. | Form <br>10-K<br> Summary |
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None.
Substitute Information Provided in Accordance with General Instruction J to Form 10-K:
Item 1112(b). Significant Obligors of Pool Assets.
None.
Item 1114(b)(2). Credit Enhancement and Other Support, Except for Certain Derivatives Instruments.
None.
Item 1115(b). Certain Derivatives Instruments.
None.
Item 1117. Legal Proceedings.
None.
Item 1119. Affiliations and Certain Relationships and Related Transactions.
SCE Recovery Funding is a wholly-owned subsidiary of SCE, which is the depositor, sponsor and servicer.
Item 1122. Compliance with Applicable Servicing Criteria.
See Exhibits 33.1, 33.2, 34.1 and 34.2 under Item 15. Servicing criteria 1122(d)(3)(i)(B) requires the Servicer to prepare reports to investors that provide information calculated in accordance with the terms specified in the transaction agreements. The Servicer amended three of its monthly certificates in July 2023 for data discrepancies in the “FRCs Billed” column on the 2021-A January certificate and the 2022-A January and May 2023 certificates. The data discrepancies only impacted the amounts shown on the certificates in the FRCs Billed column and did not impact either the other columns in the certificates or any of the FRC amounts that were actually billed, collected and remitted to the Trustee. The Servicer replaced the internal report that caused the data discrepancies with a new report that corrected such discrepancies. As noted, these discrepancies were limited to the reporting of the FRC Billed amounts and did not impact the amounts remitted for the next following semi-annual payment on either series.
Item 1123. Servicer Compliance Statement.
See Exhibit 35.1 under Item 15.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized .
| SCE Recovery Funding LLC, as Issuing Entity | ||
|---|---|---|
| By: | Southern California Edison Company, as servicer | |
| Date: March 28, 2024 | By: | /s/ Natalia Woodward |
| Natalia Woodward | ||
| Vice President and Treasurer (Senior officer in charge of the servicing function of the servicer) |
SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT.
No such annual report, proxy statement, form of proxy or other soliciting material has been sent to the registrant’s security holders. The registrant will not be sending an annual report or proxy material to its security holders subsequent to the filing of this form.
EX-31.1
Exhibit 31.1
CERTIFICATION
I, Natalia Woodward, certify that:
I have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this report on Form 10-K of SCE Recovery Funding LLC (the “Exchange Act periodic reports”);
Based on my knowledge, the Exchange Act periodic reports, taken as a whole, do 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;
Based on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period covered by this report is included in the Exchange Act periodic reports;
I am responsible for reviewing the activities performed by Southern California Edison Company, as Servicer, and based on my knowledge and the compliance review conducted in preparing the servicer compliance statement required in this report under Item 1123 of Regulation AB, and except as disclosed in the Exchange Act periodic reports, the servicer has fulfilled its obligations under both the Recovery Property Servicing Agreement dated as of February 24, 2021 between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer, as amended, the Recovery Property Servicing Agreement dated as of February 15, 2022 between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer, as amended, and the Recovery Property Servicing Agreement dated as of April 27, 2023 between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer, in all material respects; and
All of the reports on assessment of compliance with servicing criteria for asset-backed securities and the related attestation reports on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance with Item 1122 of Regulation AB and Exchange Act Rule 13a-18 and 15d-18 have been included as an exhibit to this report, except as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in this report on Form 10-K.
In giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties: The Bank of New York Mellon Trust Company, N.A., as Indenture Trustee.
Date: March 28, 2024
SOUTHERN CALIFORNIA EDISON COMPANY, as Servicer
| /s/ Natalia Woodward |
|---|
| Name: Natalia Woodward |
| Title: Vice President and Treasurer |
| (Senior Officer in Charge of the Servicing Function) |
EX-33.1
Exhibit 33.1
REPORT ON ASSESSMENT OF COMPLIANCE WITH SERVICING CRITERIA FOR ASSET-BACKED SECURITIES FOR
SCE RECOVERY FUNDING LLC
The undersigned hereby certifies that she is the duly elected and acting Vice President and Treasurer of Southern California Edison Company, as servicer (the “Servicer”) under the Recovery Property Servicing Agreement dated as of February 24, 2021, as amended (the “2021-A Servicing Agreement”) between the Servicer and SCE Recovery Funding LLC (the “Issuer”) the Recovery Property Servicing Agreement dated February 15, 2022, as amended (the “2022-A Servicing Agreement”), and the Recovery Property Servicing Agreement dated April 27, 2023, (the “2023-A Servicing Agreement” and collectively referred together with the 2021-A Servicing Agreement and the 2022-A Servicing Agreement herein as the “Servicing Agreements”), and further that:
| 1. | The undersigned is responsible for assessing the Servicer’s compliance with the servicing criteria set<br>forth in Item 1122(d) of Regulation AB (the “Servicing Criteria”). The transactions covered by this report include all asset backed securities transactions backed by recovery property established pursuant to California Public Utilities<br>Commission financing orders, issued by SCE Recovery Funding LLC and registered with the Securities and Exchange Commission (the “Platform”), as listed in Appendix A hereto. | ||
|---|---|---|---|
| 2. | With respect to each of the Servicing Criteria, the undersigned has made the following assessment of the<br>Servicing Criteria in accordance with Item 1122(d) of Regulation AB, with such discussion regarding the performance of such Servicing Criteria during the fiscal year ended December 31, 2023 and covered by the Issuer’s annual report on Form<br>10-K (such fiscal year, the “Assessment Period”): | ||
| --- | --- | ||
| Regulation ABReference | Servicing Criteria | ApplicableServicingCriteria | InapplicableServicingCriteria |
| --- | --- | --- | --- |
| General Servicing Considerations | |||
| 1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | |
| 1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | X | |
| 1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | |
| 1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of<br>the transaction agreements. | X | |
| 1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | X | |
| Cash Collection and Administration | |||
| 1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction<br>agreements. | X | |
| Regulation ABReference | Servicing Criteria | ApplicableServicingCriteria | InapplicableServicingCriteria |
| --- | --- | --- | --- |
| 1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | |
| 1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | |
| 1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the<br>transaction agreements. | X^1^ | |
| 1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a<br>foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act. | X | |
| 1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X | |
| 1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) are mathematically accurate;<br>(B) are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) are reviewed and approved by someone other than the person who prepared the<br>reconciliation; and (D) contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | |
| Investor Remittances and Reporting | |||
| 1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) are prepared in<br>accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by<br>its rules and regulations; and (D) agree with investors’ or the Indenture Trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the Servicer. | X | |
| ^1^ | No assessment required because accounts are maintained by Bank of New York Mellon Trust Company, N.A.<br> | ||
| --- | --- | ||
| Regulation ABReference | Servicing Criteria | ApplicableServicingCriteria | InapplicableServicingCriteria |
| --- | --- | --- | --- |
| 1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | |
| 1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the Servicer’s investor records, or such other number of days specified in the transaction agreements. | X | |
| 1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X | |
| Pool Asset Administration | |||
| 1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | |
| 1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements. | X | |
| 1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X | |
| 1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the Servicer’s obligor records maintained no more than two business days after receipt, or such other number<br>of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | |
| 1122(d)(4)(v) | The Servicer’s records regarding the pool assets agree with the Servicer’s records with respect to an obligor’s unpaid principal balance. | X | |
| 1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor’s pool asset (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with<br>the transaction agreements and related pool asset documents. | X | |
| 1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or<br>other requirements established by the transaction agreements. | X | |
| Regulation ABReference | Servicing Criteria | ApplicableServicingCriteria | InapplicableServicingCriteria |
| --- | --- | --- | --- |
| 1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period<br>specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,<br>illness or unemployment). | X | |
| 1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | |
| 1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the<br>transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full<br>repayment of the related pool asset, or such other number of days specified in the transaction agreements. | X^2^ | |
| 1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support<br>has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | |
| 1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or<br>omission. | X | |
| 1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | |
| 1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectable accounts are recognized and recorded in accordance with the transaction agreements. | X | |
| 1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements. | X | |
| ^2^ | No assessment required since no funds held in trust for obligor. | ||
| --- | --- | ||
| 3. | To the best of the undersigned’s knowledge, based on such review, the Servicer is in compliance in all<br>material respects with the applicable servicing criteria set forth above as of and for the period ending the end of the fiscal year ended December 31, 2023, and covered by the Issuer’s annual report on Form<br>10-K, except for the Inapplicable Servicing Criteria noted in the table above and other than identified on Appendix B hereto. | ||
| --- | --- | ||
| 4. | PricewaterhouseCoopers LLP, a registered independent public accounting firm has issued to us an attestation<br>report in accordance with Section 1122(b) of Regulation AB on its assessment of compliance with the applicable servicing criteria as of and for the period ending the end of the fiscal year ended December 31, 2023, and covered by the<br>Issuer’s annual report on Form 10-K. | ||
| --- | --- |
Date: March 28, 2024.
| SOUTHERN CALIFORNIA EDISON COMPANY | |
|---|---|
| By: | /s/ Natalia Woodward |
| Name: Natalia Woodward | |
| Title: Vice President and Treasurer |
Appendix A
Asset-Backed Securities Transactions in the Platform
Senior Secured Recovery Bonds, Series 2021-A, issued February 24, 2021
Senior Secured Recovery Bonds, Series 2022-A, issued February 15, 2022
Senior Secured Recovery Bonds, Series 2023-A, issued April 27, 2023
Appendix B
Material Instances of Non-Compliance
For criteria 1122(d)(3)(i)(B), there were certain reports to investors that provided information that was not calculated in accordance with the terms specified in the transaction agreements.
EX-33.2
Exhibit 33.2
ASSESSMENT OF COMPLIANCE WITH
APPLICABLE SERVICING CRITERIA
Management of The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) is responsible for assessing the Company’s compliance with the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commission. The Company’s management has determined that the servicing criteria are applicable in regard to the servicing platform as of and for the period as follows:
Platform: Publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”).
Period: The twelve months ended December 31, 2023 (the “Period”).
Applicable Servicing Criteria: All servicing criteria set forth in Item 1122(d), to the extent required by the related transaction agreements as to any transaction, except as set forth in the column titled “Not Applicable to Platform” in Appendix 1 attached hereto.
With respect to servicing criterion 1122(d)(2)(vi), the Company’s management has engaged a vendor to perform the activities required by the servicing criterion. The Company’s management has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company’s management has elected to take responsibility for assessing compliance with the servicing criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation 200.06, Vendors Engaged by Servicers (“C&DI 200.06”). The Company’s management has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the servicing criterion applicable to the vendor. The Company’s management is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related servicing criterion.
With respect to the Platform as of and for the Period, the Company provides the following assessment of compliance in respect of the Applicable Servicing Criteria:
1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable Servicing Criteria.
The Company’s management has assessed compliance with the Applicable Servicing Criteria, including the servicing criterion for which compliance is determined based on C&DI 200.06 as described above as of and for the Period. In making this assessment, management used the criteria set forth by the Securities and Exchange Commission in paragraph (d) of Item 1122 of Regulation AB.
With respect to servicing criterion 1122(d)(4)(i), for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). As of and for the twelve months ended December 31, 2023, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Company’s responsibility for criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the transaction agreement.
Based on such assessment, as of and for the Period, the Company has complied, in all material respects, with the Applicable Servicing Criteria.
KPMG LLP, an independent registered public accounting firm, has issued an attestation report with respect to management’s assessment of the Company’s compliance with the Applicable Servicing Criteria as of and for the Period.
2
| The Bank of New York Mellon | BNY Mellon Trust of Delaware |
|---|---|
| /s/ David Keys | /s/ Melissa Adelson |
| David Keys | Melissa Adelson |
| Authorized Signatory | Authorized Signatory |
| The Bank of New York Mellon Trust | |
| Company, N.A. | |
| /s/ Antonio I. Portuondo | |
| Antonio I. Portuondo | |
| Authorized Signatory |
Dated: February 29, 2024
3
APPENDIX 1
| REG AB<br><br><br>REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to<br>Platform | |
|---|---|---|---|---|
| Performed Directlyby the Company | PerformedbyVendor(s) for whichthe Company is theResponsible Party | |||
| General servicing considerations | ||||
| 1122(d)(1)(i) | Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements. | X | ||
| 1122(d)(1)(ii) | If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. | X | ||
| 1122(d)(1)(iii) | Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. | X | ||
| 1122(d)(1)(iv) | A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of<br>the transaction agreements. | X | ||
| 1122(d)(1)(v) | Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information. | X | ||
| Cash collection and administration | ||||
| 1122(d)(2)(i) | Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days of receipt, or such other number of days specified in the transaction<br>agreements. | X | ||
| 1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. | X | ||
| 1122(d)(2)(iii) | Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. | X | ||
| 1122(d)(2)(iv) | The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of over collateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the<br>transaction agreements. | X |
4
| REG AB<br><br><br>REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to<br>Platform | |
|---|---|---|---|---|
| Performed Directlyby the Company | PerformedbyVendor(s) for whichthe Company is theResponsible Party | |||
| 1122(d)(2)(v) | Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, “federally insured depository institution” with respect to a<br>foreign financial institution means a foreign financial institution that meets the requirements of Rule 240.13k-1(b)(1) of this chapter. | X | ||
| 1122(d)(2)(vi) | Unissued checks are safeguarded so as to prevent unauthorized access. | X | ||
| 1122(d)(2)(vii) | Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts. These reconciliations (A) Are mathematically accurate;<br>(B) Are prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) Are reviewed and approved by someone other than the person who prepared the<br>reconciliation; and (D) Contain explanations for reconciling items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements. | X | ||
| Investor remittances and reporting | ||||
| 1122(d)(3)(i) | Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements. Specifically, such reports (A) Are prepared in<br>accordance with timeframes and other terms set forth in the transaction agreements; (B) Provide information calculated in accordance with the terms specified in the transaction agreements; (C) Are filed with the Commission as required by<br>its rules and regulations; and (D) Agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of pool assets serviced by the servicer. | X | ||
| 1122(d)(3)(ii) | Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements. | X | ||
| 1122(d)(3)(iii) | Disbursements made to an investor are posted within two business days to the servicer’s investor records, or such other number of days specified in the transaction agreements. | X | ||
| 1122(d)(3)(iv) | Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements. | X |
5
| REG AB<br><br><br>REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to<br>Platform | |
|---|---|---|---|---|
| Performed Directlyby the Company | PerformedbyVendor(s) for whichthe Company is theResponsible Party | |||
| Pool asset administration | ||||
| 1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool asset documents. | X | ||
| 1122(d)(4)(ii) | Pool asset and related documents are safeguarded as required by the transaction agreements | X | ||
| 1122(d)(4)(iii) | Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements. | X ^1^ | ||
| 1122(d)(4)(iv) | Payments on pool assets, including any payoffs, made in accordance with the related pool asset documents are posted to the applicable servicer’s obligor records maintained no more than two business days after receipt, or such<br>other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related pool asset documents. | X | ||
| 1122(d)(4)(v) | The servicer’s records regarding the pool assets agree with the servicer’s records with respect to an obligor’s unpaid principal balance. | X | ||
| 1122(d)(4)(vi) | Changes with respect to the terms or status of an obligor’s pool assets (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and<br>related pool asset documents. | X | ||
| 1122(d)(4)(vii) | Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or<br>other requirements established by the transaction agreements. | X | ||
| 1122(d)(4)(viii) | Records documenting collection efforts are maintained during the period a pool asset is delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period<br>specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent pool assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g.,<br>illness or unemployment). | X | ||
| ^1^ | With respect to applicable servicing criterion 1122(d)(4)(iii) the Company has determined that there were no<br>activities performed during the twelve months ended December 31, 2023 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. | |||
| --- | --- |
6
| REG AB<br><br><br>REFERENCE | SERVICING CRITERIA | Applicable to Platform | Not Applicable to<br>Platform | |
|---|---|---|---|---|
| Performed Directlyby the Company | PerformedbyVendor(s) for whichthe Company is theResponsible Party | |||
| 1122(d)(4)(ix) | Adjustments to interest rates or rates of return for pool assets with variable rates are computed based on the related pool asset documents. | X | ||
| 1122(d)(4)(x) | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) Such funds are analyzed, in accordance with the obligor’s pool asset documents, on at least an annual basis, or such other period specified in the<br>transaction agreements; (B) Interest on such funds is paid, or credited, to obligors in accordance with applicable pool asset documents and state laws; and (C) Such funds are returned to the obligor within 30 calendar days of full<br>repayment of the related pool asset, or such other number of days specified in the transaction agreements. | X | ||
| 1122(d)(4)(xi) | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support<br>has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements. | X | ||
| 1122(d)(4)(xii) | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or<br>omission. | X | ||
| 1122(d)(4)(xiii) | Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements. | X | ||
| 1122(d)(4)(xiv) | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements. | X | ||
| 1122(d)(4)(xv) | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of this Regulation AB, is maintained as set forth in the transaction agreements. | X |
7
EX-34.1
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
To the Management of Southern California Edison Company
We have examined Southern California Edison Company’s (the “Company”, or “SCE”) compliance with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for the asset backed securities transactions backed by recovery property established pursuant to California Public Utilities Commission financing orders, issued by SCE Recovery Funding LLC and registered with the Securities and Exchange Commission (the “Platform”) described in the accompanying Report on Assessment of Compliance with SEC Regulation AB Servicing Criteria, as of December 31, 2023 and for the year then ended, excluding criteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(vi), 1122(d)(3)(ii), 1122(d)(4)(iii), 1122(d)(4)(v), 1122(d)(4)(ix), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xv), which the Company has determined are not applicable to the servicing activities performed by it with respect to the Platform. Appendix A to management’s assertion identifies the individual asset-backed transactions and securities defined by management as constituting the Platform. SCE’s management is responsible for the Company’s compliance with the applicable servicing criteria. Our responsibility is to express an opinion on the Company’s compliance with the applicable servicing criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the examination to obtain reasonable assurance about whether the Company complied, in all material respects, with the applicable servicing criteria, and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the applicable servicing criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing of selected asset-backed transactions and securities that comprise the Platform, testing of selected servicing activities related to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the applicable servicing criteria. Our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to detect noncompliance arising from errors that may have occurred prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report. We believe that our examination provides, and that the evidence we obtained is sufficient and appropriate to provide, a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the servicing criteria.
We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements related to the engagement.
Our examination disclosed the following material noncompliance with the servicing criteria set forth in Item 1122(d)(3)(i)(B) of Regulation AB applicable to the Company during the period ended December 31, 2023. As required by Item 1122(d)(3)(i)(B), reports to investors should provide information calculated in accordance with the terms specified in the transaction agreements. There were certain reports to investors that provided information that was not calculated in accordance with the terms specified in the transaction agreements.
In our opinion, except for the material noncompliance described in the preceding paragraph, SCE complied with the aforementioned applicable servicing criteria as of and for the period ended December 31, 2023 for the Platform, in all material respects.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
March 28, 2024
EX-34.2
Exhibit 34.2
Report of Independent Registered Public Accounting Firm
The Board of Directors
The Bank of New York Mellon
BNY Mellon Trust of Delaware
The Bank of New York Mellon Trust Company, N.A.:
We have examined management’s assertion, included in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria that The Bank of New York Mellon (formerly The Bank of New York), BNY Mellon Trust of Delaware (formerly BNYM (Delaware)) and The Bank of New York Mellon Trust Company, N.A. (formerly The Bank of New York Trust Company, N.A.), (collectively, the “Company”) complied with the servicing criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB (the Servicing Criteria) for the publicly-issued (i.e., transaction-level reporting initially required under the Securities Exchange Act of 1934, as amended) asset-backed securities issued on or after January 1, 2006 that are subject to Regulation AB (including transactions subject to Regulation AB by contractual obligation) for which the Company provides trustee, securities administration, paying agent, or custodial services, as defined and to the extent applicable in the transaction agreements, other than residential mortgage-backed securities and other mortgage-related asset-backed securities (the “Platform”), except for servicing criteria 1122(d)(1)(iii), 1122(d)(1)(iv), 1122(d)(1)(v), 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi), 1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x), 1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xiv) and 1122(d)(4)(xv), which the Company has determined are not applicable to the activities it performs with respect to the Platform (the Servicing Criteria), as of and for the twelve months ended December 31, 2023. With respect to Servicing Criterion 1122(d)(4)(i), the Company has determined that for certain transactions in the Platform the Trustor (as such term is defined in the related transaction agreements) may direct the Trustee (as such term is defined in the related transaction agreements) to file, or cause to be filed, all filings identified by the Trustor to be necessary to maintain the effectiveness of any original filings identified by the Trustor to be necessary under the Uniform Commercial Code as in effect in any jurisdiction to perfect the Trustee’s security interest in or lien on the Underlying Securities (as such term is defined in the related transaction agreements). Management’s Assessment of Compliance with Applicable Servicing Criteria indicates that as of and for the twelve months ended December 31, 2023, the Company was not instructed by any Trustors to perform such activities. Absent the receipt of instruction from a Trustor to perform such activities, the Company’s responsibility for Servicing Criterion 1122(d)(4)(i) for the Platform is solely with regard to the manner of holding trust assets and investment of trust assets in eligible investments and the Company does not have any duties as to the original UCC filing and any continuations to perfect the security interest unless instructed to do so by other parties in the transaction agreement. With respect to servicing criterion 1122(d)(4)(iii), the Company has determined that there were no activities performed during the twelve months ended December 31, 2023 with respect to the Platform, because there were no occurrences of events that would require the Company to perform such activities. Our responsibility is to express an opinion on management’s assertion about the Company’s compliance with the Servicing Criteria based on our examination.
Our examination was conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and in accordance with attestation standards established by the American Institute of Certified Public Accountants to obtain reasonable assurance and, accordingly, included examining, on a test basis, evidence about the Company’s compliance with the Servicing Criteria and performing such other procedures as we considered necessary in the circumstances. Our examination included testing selected asset-backed transactions and securities that comprise the Platform, testing selected servicing activities related
to the Platform, and determining whether the Company processed those selected transactions and performed those selected activities in compliance with the Servicing Criteria. Furthermore, our procedures were limited to the selected transactions and servicing activities performed by the Company during the period covered by this report. Our procedures were not designed to determine whether errors may have occurred either prior to or subsequent to our tests that may have affected the balances or amounts calculated or reported by the Company during the period covered by this report for the selected transactions or any other transactions. We believe that our examination provides a reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’s compliance with the Servicing Criteria.
We are required to be independent and to meet our other ethical responsibilities in accordance with relevant ethical requirements relating to the examination engagement.
As described in the accompanying Management’s Assessment of Compliance with Applicable Servicing Criteria, for Servicing Criterion 1122(d)(2)(vi), the Company has engaged a vendor to perform the activities required by this Servicing Criterion. The Company has determined that this vendor is not considered a “servicer” as defined in Item 1101(j) of Regulation AB, and the Company has elected to take responsibility for assessing compliance with the Servicing Criterion applicable to this vendor as permitted by the SEC’s Compliance and Disclosure Interpretation (C&DI) 200.06, Vendors Engaged by Servicers (C&DI 200.06). As permitted by C&DI 200.06, the Company has asserted that it has policies and procedures in place designed to provide reasonable assurance that the vendor’s activities comply in all material respects with the Servicing Criterion applicable to the vendor. The Company is solely responsible for determining that it meets the SEC requirements to apply C&DI 200.06 for the vendor and related Servicing Criterion as described in its assertion, and we performed no procedures with respect to the Company’s eligibility to apply C&DI 200.06.
In our opinion, management’s assertion that the Company complied with the aforementioned Servicing Criteria, including servicing criterion 1122(d)(2)(vi) for which compliance is determined based on C&DI 200.06 as described above, as of and for the twelve months ended December 31, 2023 is fairly stated, in all material respects.
/s/ KPMG LLP
Chicago, Illinois
February 29, 2024
2
EX-35.1
Exhibit 35.1
SERVICER COMPLIANCE STATEMENT
I, Natalia Woodward, certify that:
(a) A review of Southern California Edison Company’s (the “Servicer”) activities during the reporting period covered by this Report on Form 10-K and of its performance under that certain Recovery Property Servicing Agreement dated as of February 24, 2021, as amended, between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer (the “2021-A Servicing Agreement”), that certain Recovery Property Servicing Agreement dated as of February 15, 2022, as amended, between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer (the “2022-A Servicing Agreement”), and that certain Recovery Property Servicing Agreement dated as of April 27, 2023, between SCE Recovery Funding LLC, as the Issuing Entity, and the Servicer (the “2023-A Servicing Agreement” and collectively, with the 2021-A Servicing Agreement and the 2022-A Servicing Agreement, the “Servicing Agreements”) has been made under my supervision.
(b) To the best of my knowledge, based on such review, the Servicer has fulfilled all of its obligations under the Servicing Agreements in all material respects throughout the reporting period.
Date: March 28, 2024
SOUTHERN CALIFORNIA EDISON COMPANY, as Servicer
| /s/ Natalia Woodward |
|---|
| Name: Natalia Woodward |
| Title: Vice President and Treasurer |
| (Senior Officer in Charge of the Servicing Function) |