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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
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(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended March 31, 2026 |
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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 |
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Commission File Number |
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Exact Name of Registrant as specified in its charter |
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State or Other Jurisdiction of Incorporation or Organization |
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IRS Employer Identification Number |
| 1-9936 |
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EDISON INTERNATIONAL |
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California |
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95-4137452 |
| 1-2313 |
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SOUTHERN CALIFORNIA EDISON COMPANY |
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California |
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95-1240335 |
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| 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) |
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Securities registered pursuant to Section 12(b) of the Act: |
Edison International: |
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| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, no par value |
EIX |
NYSE LLC |
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Southern California Edison Company: None. |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. |
| Edison International |
Yes |
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No |
o |
Southern California Edison Company |
Yes |
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No |
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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). |
| Edison International |
Yes |
þ |
No |
o |
Southern California Edison Company |
Yes |
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No |
o |
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Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. |
| Edison International |
Large Accelerated Filer |
Accelerated Filer |
Non-accelerated Filer |
Smaller Reporting Company |
Emerging growth company |
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o |
o |
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| Southern California Edison Company |
Large Accelerated Filer |
Accelerated Filer |
Non-accelerated Filer |
Smaller Reporting Company |
Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. |
| Edison International |
o |
Southern California Edison Company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). |
| Edison International |
Yes |
o |
No |
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Southern California Edison Company |
Yes |
o |
No |
þ |
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Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: |
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Common Stock outstanding as of April 21, 2026: |
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| Edison International |
384,793,941 Shares |
| Southern California Edison Company |
434,888,104 Shares |
TABLE OF CONTENTS
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SEC Form 10-Q |
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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.
GLOSSARY
The following terms and abbreviations appearing in the text of this report have the meanings indicated below.
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| 2017/2018 Wildfire/Mudslide Events |
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the Thomas Fire, the Koenigstein Fire, the Montecito Mudslides and the Woolsey Fire, collectively |
| 2025 Form 10-K |
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Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2025 |
| 2025 MD&A |
|
Edison International's and SCE's MD&A for the calendar year 2025, which was included in the 2025 Form 10-K |
| AB 1054 |
|
California Assembly Bill 1054, executed by the governor of California on July 12, 2019 |
| AB 1054 Excluded Capital Expenditures |
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$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 |
| ARO(s) |
|
asset retirement obligation(s) |
| CAISO |
|
California Independent System Operator |
Cal Advocates |
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the California Public Advocates Office |
CAL FIRE |
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the California Department of Forestry and Fire Protection |
CAL OES |
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the California Governor's Office of Emergency Services |
| California Wildfire Legislation |
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AB 1054 and SB 254, collectively |
| Capital Structure Compliance Period |
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January 1, 2026 to December 31, 2028, the current compliance period for SCE's CPUC authorized capital structure |
| CCAs |
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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 |
CEA |
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California Earthquake Authority, the administrator of the Wildfire Fund |
Continuation Account |
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a new account within the Wildfire Fund established under SB 254 that may be available for fires ignited on or after the SB 254 Effective Date |
| CPUC |
|
California Public Utilities Commission |
| DERs |
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distributed energy resources |
| DGC |
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the decommissioning general contractor engaged by SCE to undertake a significant scope of decommissioning activities at San Onofre |
Eaton Fire |
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a wind-driven fire that originated in Los Angeles County in January 2025 |
| EIS |
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Edison Insurance Services, Inc., a wholly-owned subsidiary of Edison International licensed to provide insurance to Edison International and its subsidiaries |
| Electric Service Provider |
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an entity other than an investor-owned utility or CCA that provides electric power and ancillary services to retail customers |
| ERRA |
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Energy Resource Recovery Account |
| Fast curve settings |
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protective settings used to mitigate the risk of wildfires in high fire risk areas by increasing the speed with which a protective device reacts to most fault currents |
| FERC |
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Federal Energy Regulatory Commission |
| Fitch |
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Fitch Ratings, Inc. |
| GAAP |
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generally accepted accounting principles in the United States |
| GHG |
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greenhouse gas |
| GRC |
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general rate case |
Initial Account |
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an account within the Wildfire Fund established under AB 1054 available for fires ignited before the SB 254 Effective Date |
| IRA |
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Inflation Reduction Act of 2022 |
| Koenigstein Fire |
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a wind-driven fire that originated near Koenigstein Road in the City of Santa Paula in Ventura County, California, on December 4, 2017 |
LAFD |
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the Los Angeles Fire Department |
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Liability Cap |
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a cap on the aggregate requirement to reimburse the Wildfire 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, for the year of the applicable wildfire's ignition |
| MD&A |
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Management's Discussion and Analysis of Financial Condition and Results of Operations in this report |
| Montecito Mudslides |
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the debris flows and flooding in Montecito, Santa Barbara County, California, that occurred in January 2018 |
| Moody's |
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Moody's Investors Service, Inc. |
| MW |
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Megawatt(s) |
| NDCTP |
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Nuclear Decommissioning Cost Triennial Proceeding, a CPUC proceeding to review decommissioning costs |
| NERC |
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North American Electric Reliability Corporation |
| NRC |
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United States Nuclear Regulatory Commission |
| OEIS |
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Office of Energy Infrastructure Safety of the California Natural Resources Agency |
| Other Wildfire Events |
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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 |
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Portfolio Allocation Balancing Account |
| Palo Verde |
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nuclear electric generating facility located near Phoenix, Arizona in which SCE holds a 15.8% ownership interest |
| PBOP(s) |
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postretirement benefits other than pension(s) |
| PG&E |
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Pacific Gas & Electric Company |
| PSPS |
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Public Safety Power Shutoff(s) |
| ROE |
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return on common equity |
| RPS |
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California's Renewables Portfolio Standard |
| S&P |
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Standard & Poor's Financial Services LLC |
| San Onofre |
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retired nuclear generating facility located in south San Clemente, California in which SCE holds a 78.21% ownership interest |
SB 254 |
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California Senate Bill 254, executed by the governor of California on September 19, 2025 |
SB 254 Effective Date |
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September 19, 2025 |
SB 254 Excluded Capital Expenditures |
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$2.9 billion in wildfire risk mitigation capital expenditures, approved on or after January 1, 2026, that SCE expects it will be required to exclude from the equity portion of SCE's rate base as required under SB 254 |
| SCE |
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Southern California Edison Company, a wholly-owned subsidiary of Edison International |
| SDG&E |
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San Diego Gas & Electric Company |
| SEC |
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U.S. Securities and Exchange Commission |
| SED |
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Safety and Enforcement Division of the CPUC |
| SED Agreement |
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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 |
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a wind-driven fire that originated in the Anlauf Canyon area of Ventura County, California, on December 4, 2017 |
| TKM |
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collectively, the Thomas Fire, the Koenigstein Fire and the Montecito Mudslides |
| TKM Settlement Agreement |
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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 |
Trio |
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Edison Energy, LLC, an indirect wholly-owned non-utility subsidiary of Edison International doing business as "Trio" |
| WMP |
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a wildfire mitigation plan required to be filed 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 Fund |
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the insurance fund established under AB 1054 and expanded under SB 254 |
Wildfire Recovery Compensation Program |
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a program designed to enable eligible individuals and businesses impacted by the Eaton Fire to seek expedited resolution of their claims, launched by SCE in the fall of 2025 |
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| Woolsey Fire |
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a wind-driven fire that originated in Ventura County in November 2018 |
| Woolsey Settlement Agreement |
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a settlement agreement entered into between SCE and intervenors in September 2025 in the CPUC-jurisdictional rate recovery proceeding related to the Woolsey Fire |
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," "preliminary," 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 costs (including amounts paid for self-insured retention and co-insurance, and amounts not recoverable from the Wildfire 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 construction, 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 lower‑than‑expected load growth and higher operating and capital costs (due to factors such as supply chain constraints, tariffs, inflation, and rising interest rates), which could affect SCE’s ability to obtain regulatory approval of, or cost recovery for, operations and maintenance expenses and proposed capital investment projects, as well as influence legislative actions;
•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, its target energization times and capital investment program, including challenges 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 the California Wildfire Legislation or anticipated new California legislation 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 or contributing cause, including the longevity of the Wildfire Fund and the CPUC's interpretation of and actions under the California Wildfire Legislation, including its interpretation of the clarified prudency standard;
•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, the California legislature 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, reforming wildfire-related liability protections available to California investor-owned utilities, 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 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 customer notifications and 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;
•ability of Edison International or SCE to borrow funds and access bank and capital markets on reasonable terms;
•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 2025 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 2025 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 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, 2026, discusses material changes in the condensed consolidated financial condition, results of operations and other developments of Edison International and SCE since December 31, 2025, and as compared to the three months ended March 31, 2025. This discussion presumes that the reader has read or has access to the 2025 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.
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. SCE implemented a customer-funded wildfire self-insurance program in 2023. With the commencement of this program, Edison International and SCE no longer consider wildfire-related claim losses to be representative of ongoing earnings and treat such costs as non-core items.
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Three months ended March 31, |
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| (in millions) |
2026 |
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2025 |
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Change |
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| Net income (loss) available to Edison International |
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| SCE |
$ |
619 |
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$ |
1,567 |
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$ |
(948) |
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| Edison International Parent and Other |
(88) |
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(131) |
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43 |
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| Edison International |
531 |
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1,436 |
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(905) |
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| Less: Non-core items |
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| SCE |
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| Wildfire-related recoveries, net of claims and expenses |
13 |
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1,351 |
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(1,338) |
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| Wildfire Fund expense |
(35) |
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(36) |
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1 |
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Income tax benefit (expense)1 |
6 |
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(368) |
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374 |
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| SCE non-core items |
(16) |
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|
947 |
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(963) |
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| Edison International Parent and Other |
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| Changes to wildfire claims and expenses insured by EIS |
1 |
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(50) |
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51 |
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Income tax benefit1 |
— |
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11 |
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(11) |
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| Edison International Parent and Other non-core items |
1 |
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(39) |
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40 |
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| Total non-core items |
(15) |
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908 |
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(923) |
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| Core earnings (loss) |
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| SCE |
635 |
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620 |
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15 |
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| Edison International Parent and Other |
(89) |
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(92) |
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3 |
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| Edison International |
$ |
546 |
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$ |
528 |
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$ |
18 |
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1SCE and Edison International Parent and Other non-core items are tax-effected at an estimated statutory rate of approximately 28%; wildfire claims and expenses insured by EIS are tax-effected at the federal statutory rate of 21%.
Edison International's first quarter 2026 earnings decreased $905 million from the first quarter of 2025, resulting from a decrease in SCE's earnings of $948 million, partially offset by a decrease in Edison International Parent and Other's loss of $43 million. SCE's lower net income consisted of a $16 million non-core loss in 2026 compared to $947 million non-core earnings in 2025, partially offset by $15 million of higher core earnings. Edison International Parent and Other's loss decreased by $43 million due to $40 million of higher non-core earnings and $3 million of lower core loss.
The increase in SCE's core earnings for the three months ended March 31, 2026 from the same period in 2025 was primarily due to the adoption of the 2025 GRC final decision in the third quarter of 2025, partially offset by the absence of a benefit to interest expense related to cost recoveries authorized under the TKM Settlement Agreement in 2025. The decrease in Edison International Parent and Other's core loss for the three months ended March 31, 2026, was primarily due to lower preferred stock dividends, partially offset by higher interest expense.
Consolidated non-core items for the three months ended March 31, 2026 and 2025 for Edison International included:
•Wildfire-related recoveries, net of claims and expenses:
•Net earnings of $13 million ($9 million after-tax) recorded in 2026 primarily due to expected recoveries, partially offset by claims and legal expenses associated with Other Wildfire Events.
•Net earnings of $1,351 million ($973 million after-tax) in 2025 primarily related to the TKM Settlement Agreement and insurance reimbursements related to Other Wildfire Events.
See "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies" for further information.
•Charges of $35 million ($25 million after-tax) and $36 million ($26 million after-tax) recorded in 2026 and 2025, respectively, from amortization of SCE's contributions to the Wildfire Fund. See "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies" for further information.
•Net earnings of $1 million ($1 million after-tax) recorded in 2026 primarily due to updated estimates of claims accruals, net of legal expenses, and charges of $50 million ($39 million after-tax) recorded in 2025, 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.
Capital Program
Capital Expenditures
Total capital expenditures (including accruals) were $1.5 billion for the three months ended March 31, 2026 and 2025. As discussed in the 2025 Form 10-K, SCE forecasts total capital expenditures ranging from $37.5 billion to $40.6 billion for 2026 – 2030, and weighted average annual rate base from $50.8 billion to $67.9 billion for 2026 – 2030. These capital program and rate base projections incorporate the planned CPUC-jurisdictional spending as informed by the 2025 GRC final decision and expected FERC capital expenditures, see "Liquidity and Capital Resources—SCE—Capital Investment Plan" below and "Management Overview — Capital Program" in the 2025 MD&A.
Southern California Wildfires
Unprecedented weather conditions in California due to climate change and greater concentrations of residents in high-fire risk areas, among other things, 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.
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.
In February 2026, the OEIS issued a final decision approving SCE’s 2026 – 2028 WMP. In March 2026, the OEIS issued SCE's safety certification which is valid until March 2, 2027. Provided SCE timely submits a request for its next safety certification, its current safety certification will remain valid until the OEIS acts on its request.
In April 2026, the CEA submitted to the California Legislature and the Governor a report required by SB 254 that evaluates California’s approach to natural catastrophe risk, including wildfires. The report identifies increasing natural catastrophe risk driven by climate‑related factors, development in wildfire‑prone areas, fuel conditions, and other systematic factors, and highlights challenges in wildfire mitigation, insurance availability, liability allocation, and post‑event recovery. The report observes that failure to address escalating wildfire risk would prolong recovery for affected communities, significantly increase electric utility costs, driving higher customer rates, and also could elevate insurance premiums statewide. Continued inaction would expose SCE to risk of credit downgrades and heightened financial stress, limiting access to capital needed to maintain safe and reliable infrastructure. Taken together, these dynamics would exacerbate affordability pressures, undermine market stability, and impede SCE's ability to support long‑term reliability and climate‑related objectives.
Against this backdrop, the report presents a framework of policy options organized around three non‑exclusive pathways: committing to community‑level wildfire mitigation, including measures to reduce the severity and scale of catastrophic events through coordinated community‑based risk reduction, home‑ and neighborhood‑level hardening, and risk-informed targeting of mitigation investments; equitably allocating catastrophe burdens among stakeholders, including through insurance and liability‑related mechanisms such as insurance market reforms, quicker compensation and claims‑handling structures, and potential changes to utility wildfire liability frameworks; and defining potential state roles in catastrophe resilience, including options such as expanded or restructured catastrophe financing mechanisms, state‑level risk pooling or backstops, and other approaches intended to address extreme loss events.
The report discusses options with varying implementation timeframes and fiscal impacts and does not recommend or endorse any specific policy approach. Edison International and SCE are engaging with stakeholders in the legislative process related to wildfire-related risks, however, they cannot predict whether or when there will be a comprehensive economy-wide solution mitigating the significant risk faced by California investor-owned utilities related to wildfires.
Eaton Fire
In January 2025, several wind-driven wildfires impacted portions of SCE's service area, causing loss of life, substantial damage to both residential and business properties, 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 due to a number of contributing factors under conditions of an extreme Santa Ana windstorm.
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 and the SED is conducting an investigation with respect to the Eaton Fire. Edison International and SCE are also aware of an ongoing investigation by the Los Angeles District Attorney's Office of the Eaton Fire for the purpose of determining whether any criminal violations have occurred. SCE could be subject to material fines, penalties, or restitution if it is determined that it failed to comply with applicable laws and regulations. SCE is not aware of any basis for felony liability with regards to the Eaton Fire. Any fines and penalties incurred in connection with the Eaton Fire will not be recoverable from insurance, from the Wildfire Fund, or through electric rates.
Multiple lawsuits related to the Eaton Fire have been initiated against SCE and Edison International by individual plaintiffs, subrogation plaintiffs, and public entity plaintiffs related to the Eaton Fire. A bellwether jury trial in the Eaton Fire litigation has been set for January 2027.
SCE’s internal review into the facts and circumstances of the Eaton Fire is complex and ongoing. SCE's review includes ongoing inspections of its facilities and records and of third-party information and testing. While SCE has not conclusively determined that its equipment caused the ignition of the Eaton Fire, a viable explanation is that a de-energized idle SCE transmission facility in the preliminary area of origin was associated with the ignition of the fire and SCE is not aware of evidence pointing to another possible source of ignition. Absent additional evidence, SCE believes that it is likely that its equipment could have been associated with the ignition of the Eaton Fire and is pursuing settlement of claims through its Wildfire Recovery Compensation Program, a program designed to enable eligible individuals and businesses impacted by the Eaton Fire to seek expedited resolution of their claims.
SCE has entered into settlements with insurance claimants and claimants under its Wildfire Recovery Compensation Program related to the Eaton Fire. As of March 31, 2026, SCE had recorded $1.3 billion in losses related to these settlements. SCE also recorded expected recoveries from customer-funded self-insurance of $917 million, from the Wildfire Fund of $295 million, and through FERC electric rates of $70 million. In total, through March 31, 2026, the net after-tax charge to earnings recorded related to the settlements was $9 million, the after-tax impact of the required $12.5 million shareholder contribution related to SCE's customer-funded self-insurance coverage.
In light of pending litigation, it is probable that Edison International and SCE will incur additional material losses in connection with the Eaton Fire. Given, among other things, the complexities associated with estimating damages, the large number and varying types of claims and the interrelationship among the claims, uncertainties related to the sufficiency of insurance held by plaintiffs and potential plaintiffs, and uncertainties related to litigation processes and the Wildfire Recovery Compensation Program, Edison International and SCE are currently unable to reasonably estimate a range of losses that may be incurred in connection with the Eaton Fire.
In January 2026, SCE filed a cross-complaint against certain public and private entities whose actions or inaction may have caused, contributed to or exacerbated the losses that resulted from the fire.
SCE exhausted self-insurance recoveries available for losses related to the Eaton Fire as a result of costs incurred and settlements entered into as of February 11, 2026. SCE has advised the administrator of the Wildfire Fund that it anticipates that it will seek reimbursement of eligible claims arising from the Eaton Fire from the Initial Account and the administrator has confirmed that the Eaton Fire is a "covered wildfire" for purposes of accessing the Initial Account. SCE will be reimbursed for losses incurred in excess of $1.0 billion for eligible claims for third-party damages related to the Eaton Fire from the Initial Account, subject to approval of the fund administrator and the Initial Account's claims-paying capacity. The fund administrator has reported that the fund's claims-paying capacity for the Eaton Fire, as of September 30, 2025, exceeds $21 billion.
SCE will file an application with the CPUC for review of its costs and expenses related to the Eaton Fire after it has resolved all or, if authorized by the CPUC, substantially all third-party damage claims related to the fire, or upon earlier request of the fund administrator. Because SCE held a valid safety certification at the time of the Eaton Fire, SCE will be presumed to have acted prudently unless a party in the proceeding creates "serious doubt" as to the reasonableness of its conduct, in which case SCE will have the burden of dispelling that doubt and proving its conduct was prudent. The prudency standard does not necessitate perfect conduct and California Wildfire Legislation requires that the CPUC allow recovery if it determines that SCE's conduct related to the ignition of the Eaton Fire was consistent with actions of a reasonable utility. SCE believes that the CPUC's determination regarding the reasonableness of its ignition-related conduct should be based on an evaluation of the reasonableness of its overall policies, systems, and practices. The CPUC has not yet issued a decision applying the California Wildfire Legislation prudency framework to a wildfire cost-recovery proceeding.
SCE believes that it is a reasonable operator of its electric system. Based on the information it has reviewed, SCE believes that it will 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 SCE's ignition-related conduct in a formal proceeding. If the CPUC finds that SCE's conduct related to the ignition of the Eaton Fire was not prudent, it may nevertheless allow cost recovery in full or in part taking into account factors both within and beyond SCE's control that may have exacerbated the costs, including, for example, winds, humidity, temperature, emergency response, evacuation timing and availability of firefighting resources. Because SCE held a safety certification at the time of the ignition, it will be required to reimburse the Initial Account only for amounts disallowed by the CPUC up to the applicable Liability Cap of approximately $4.3 billion, unless the fund administrator finds that SCE's actions or inactions relative to the ignition of the Eaton Fire constitute conscious or willful disregard of the rights and safety of others, in which case SCE will be required to reimburse the Initial Account for all withdrawn amounts that the CPUC disallowed.
SCE will be able to seek recovery of prudently incurred uninsured wildfire costs not covered by the Initial Account, assessed under the prudency standard clarified under the California Wildfire Legislation, through electric rates.
For further information on Southern California Wildfires, see "MD&A—Management Overview—Southern California Wildfires and Mudslides," "Risk Factors," "Notes to Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Wildfire Fund," "Business—Southern California Wildfires" and "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides" in the 2025 Form 10-K; and "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Wildfire Fund," and "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides" in this report.
RESULTS OF OPERATIONS
SCE
The following discusses SCE's condensed consolidated statements of income for the three months ended March 31, 2026 and 2025. In general, expenses SCE is authorized to pass through directly to customers (such as purchased power and fuel expenses, 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 tables summarize SCE's results of operations for the periods indicated.
Three months ended March 31, 2026 versus March 31, 2025
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
Favorable (Unfavorable) |
| (in millions) |
2026 |
|
2025 |
2026 to 2025 |
| Operating revenue |
$ |
4,096 |
|
|
$ |
3,802 |
|
$ |
294 |
|
| Purchased power and fuel |
970 |
|
|
1,047 |
|
77 |
|
| Operation and maintenance |
998 |
|
|
962 |
|
(36) |
|
| Wildfire-related claims, net of (recoveries) |
(3) |
|
|
(1,355) |
|
(1,352) |
|
| Wildfire Fund expense |
35 |
|
|
36 |
|
1 |
|
| Depreciation and amortization |
833 |
|
|
741 |
|
(92) |
|
| Property and other taxes |
178 |
|
|
165 |
|
(13) |
|
| Asset impairment |
— |
|
|
8 |
|
8 |
|
| Total operating expenses |
3,011 |
|
|
1,604 |
|
(1,407) |
|
| Operating income |
1,085 |
|
|
2,198 |
|
(1,113) |
|
| Interest expense |
(430) |
|
|
(220) |
|
(210) |
|
| Other income, net |
121 |
|
|
111 |
|
10 |
|
| Income before income taxes |
776 |
|
|
2,089 |
|
(1,313) |
|
Income tax expense |
128 |
|
|
488 |
|
360 |
|
| Net income |
648 |
|
|
1,601 |
|
(953) |
|
| Less: Preference stock dividend requirements |
29 |
|
|
34 |
|
5 |
|
| Net income available to common stock |
$ |
619 |
|
|
$ |
1,567 |
|
$ |
(948) |
|
Operating Revenue
An increase in operating revenue of $294 million was primarily due to:
•An increase in revenue of $282 million driven by the 2025 GRC final decision, including the 2026 escalation mechanism set forth in the 2025 GRC decision. SCE's results of operations for the three months ended March 31, 2025 were based on the 2024 authorized revenue. SCE received the final 2025 GRC decision in the third quarter of 2025 and the authorized revenue attributable to first quarter of 2025 but recorded subsequently in 2025 was approximately $202 million.
•An increase in revenue of $15 million related to net higher expenses that are passed through to customers, which mainly included increases in:
•Interest expense of $29 million;
•Depreciation and amortization expense of $25 million;
•Operation and maintenance expense of $16 million;
•Income tax expense of $14 million;
•Wildfire-related claims, net of recoveries of $8 million;
•Property and other taxes of $4 million; partially offset by decreases in:
•Purchased power and fuel expense of $77 million;
•Other income of $4 million.
Purchased Power and Fuel
A decrease in purchased power and fuel costs of $77 million was primarily due to lower energy prices, partially offset by higher capacity costs (offset in "Operating Revenue" above).
Operation and Maintenance
An increase in operation and maintenance expense of $36 million was primarily due to:
•An increase of $18 million mainly related to higher inspections and preventative maintenance activities in 2026.
•A net increase of $16 million pass-through costs (offset in "Operating Revenue" above), which is mainly related to higher public programs expenses and higher previously deferred costs authorized for recovery in 2026, partially offset by lower uncollectible expense.
Wildfire-related Claims, Net of Recoveries
A decrease in recoveries of wildfire-related claims of $1,352 million was primarily due to
•$1,341 million claim costs recovery authorized and recorded in 2025 under the TKM Settlement Agreement;
•$14 million insurance reimbursements recorded in 2025 related to Other Wildfire Events;
•$8 million of net recognition of previously deferred claim costs expected to be recovered through FERC rates (offset in "Operating Revenue" above);
partially offset by:
•Benefits of $11 million mainly due to expected recoveries 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 $92 million was primarily due to higher plant balances, $25 million of which were pass-through costs mainly associated with securitization debt (offset in "Operating Revenue" above).
Property and Other Taxes
An increase in property and other taxes of $13 million was primarily related to higher assessed property values and $4 million of higher pass-through costs (offset in "Operating Revenue" above).
Interest Expense
An increase in interest expense of $210 million was primarily due to:
•$171 million cost recovery authorized and recorded in 2025 under the TKM Settlement Agreement.
•$29 million pass-through expense mainly associated with increased securitization debt (offset in "Operating Revenue" above);
•$10 million higher interest expense from an increase in borrowings.
Other Income, Net
An increase in other income of $10 million was primarily due to an increase in equity allowance for funds used during construction and $4 million of higher pass-through costs (offset in "Operating Revenue" above).
Income Taxes
A decrease in income tax expense of $360 million was primarily due to $370 million of lower tax expense on lower pre-tax income, partially offset by $10 million of lower flow-through tax benefits that were passed through to customers (offset the corresponding pre-tax amount in "Operating Revenue").
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.
Loss from Operations
The following table summarizes the results of Edison International Parent and Other:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
Favorable (Unfavorable) |
|
|
|
| (in millions) |
2026 |
|
2025 |
2026 to 2025 |
|
|
|
|
|
| Edison International Parent and Other net loss |
$ |
(78) |
|
|
$ |
(109) |
|
$ |
31 |
|
|
|
|
|
|
| Less: Preferred stock dividend requirements |
10 |
|
|
22 |
|
12 |
|
|
|
|
|
|
| Edison International Parent and Other net loss available to common shareholders |
$ |
(88) |
|
|
$ |
(131) |
|
$ |
43 |
|
|
|
|
|
|
The net loss available to common shareholders from operations of Edison International Parent and Other decreased $43 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily due to lower expenses from wildfire claims insured by an EIS insurance contract (see "Notes to Condensed Consolidated Financial Statements—Note 12. Commitments and Contingencies and Note 16. Related-Party Transactions" for further information), and lower preferred stock dividends, partially offset by 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, capital market and bank financings, and equity contributions from Edison International Parent, as needed. In addition, SCE expects to fund authorized wildfire-related cost recoveries through securitization financings, and fund costs related to the Eaton Fire through customer-funded self-insurance and reimbursement from the Initial Account of the Wildfire Fund. SCE also has availability under its credit facility and agreements with lenders to issue bilateral unsecured standby letters of credit to fund cash requirements. SCE may issue additional debt for general corporate purposes.
SCE expects to finance approximately $2.0 billion of cost recoveries authorized under the Woolsey Settlement Agreement through the issuance of securitized recovery bonds, subject to the approval of a securitization financing application filed with the CPUC in January 2026. In April 2026, a proposed decision was issued approving the application and a final decision by the CPUC is expected in May 2026. For further details on the financing order, see "—Regulatory Proceedings—Financing Order." For further details on the settlements, see "Management Overview—Southern California Wildfires and Mudslides" in the 2025 Form 10-K.
During the three months ended March 31, 2026, SCE issued a total of $1.2 billion of first and refunding mortgage bonds. In February 2026, SCE entered into a term loan agreement to borrow $1.5 billion due in March 2027, which was partially used to repay all borrowings under a February 2026 $300 million unsecured term loan agreement. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
In March 2026, SCE fully redeemed 5.45% Fixed-to-Floating Rate Trust Preference Securities issued by SCE Trust V for an aggregate amount paid of $119 million. SCE subsequently exchanged all of these securities for SCE's Series K preference stock, which it retired. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 13. Equity."
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 2025 Form 10-K.
Credit Ratings
SCE's credit ratings may be affected by various factors, including failure by regulators to successfully implement the California Wildfire Legislation in a timely, consistent and credit-supportive manner, or investigations into wildfire events or associated settlements result in material utility liability exposure. In April 2026, the CEA submitted to the California Legislature and the Governor a report required under SB 254. The report observes that continued inaction to address escalating wildfire risk would expose utilities to risk of credit downgrades and heightened financial stress, limiting access to capital needed to maintain safe and reliable infrastructure. SCE cannot predict whether or when there will be a comprehensive economy-wide solution mitigating the significant risk faced by California investor-owned utilities related to wildfires. For further discussion about the report see "— Management Overview—Southern California Wildfires."
Additionally, a persistent increase in the frequency and severity of wildfires in California may lead the credit rating agencies to reassess SCE's wildfire-related operational risk exposure or believe the Wildfire Fund is at risk of 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, environmental remediation obligations and workers' compensation self-insurance 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."
Available Liquidity
At March 31, 2026, SCE had cash on hand of $110 million and restricted cash of $517 million collected from customer-funded self-insurance. SCE also has 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 2029. 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 $660 million, and the unused amount was $560 million as of March 31, 2026.
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 and within levels authorized by the CPUC. As necessary, SCE will utilize its available liquidity, capital market financings, other borrowings or parent company equity contributions to SCE in order to meet its obligations as they become due, including costs related to the wildfire events. SCE expects to use customer-funded self-insurance and reimbursement from the Initial Account to fund wildfire claims. For further information, see "Management Overview—Southern California Wildfires."
Debt Covenant
SCE's credit facilities and term loan 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, 2026, SCE's debt to total capitalization ratio was 0.57 to 1.
At March 31, 2026, SCE was in compliance with all financial covenants that affect access to capital.
Regulatory Proceedings
2024 Multi-year Wildfire Mitigation and Catastrophic Events Filing ("2024 WMCE Filing")
In December 2025, SCE filed its 2024 WMCE Filing, seeking to recover incremental operating and maintenance expenses of $55 million and incremental capital expenditures of $78 million, recorded in the wildfire risk mitigation balancing account, as well as incremental storm-related costs associated with certain 2017 – 2021 events recorded in the catastrophic event memorandum account. The application also seeks recovery of $36 million in wildfire mitigation related capital expenditures incurred in 2022 that were previously denied without prejudice and permitted to be included in base rates as part of the post-test year ratemaking mechanism. In April 2026, the CPUC adopted a schedule with a proposed decision expected in the first quarter of 2027.
NextGen Enterprise Resource Planning ("ERP") Program
In March 2025, SCE filed an application with the CPUC seeking authorization to recover costs related to its NextGen ERP Program. In April 2026, the CPUC issued a procedural ruling requesting additional information from SCE, which SCE timely provided. SCE anticipates that a proposed decision will be issued by the CPUC in 2026. While this ruling may extend the schedule for a final CPUC decision within 2026, it does not alter the scope of the application. Any delay could affect the timing of cost recovery and increase implementation‑related uncertainty.
Financing Order
In January 2026, SCE filed an application with the CPUC seeking an irrevocable order to finance approximately $2.0 billion of costs and expenses related to the Woolsey Fire and associated financing costs through the issuance of securitized bonds. These amounts were approved for recovery in the Woolsey Settlement Agreement. In April 2026, the CPUC issued a proposed decision approving the requested financing order. For further details on the settlements, see "Management Overview—Southern California Wildfires and Mudslides" in the 2025 Form 10-K.
Advanced Metering Infrastructure ("AMI") 2.0 Program
In March 2026, SCE filed an application with the CPUC requesting approval of the AMI 2.0 program, which is intended to replace SCE's existing metering infrastructure, including meters, network communications, software systems, and data analytics, as well as to enable new customer programs. The application seeks authorization for forecasted capital expenditures of $3.1 billion and operations and maintenance costs of $366 million to be incurred between 2026 and 2033, as well as authorization to establish an AMI 2.0 Memorandum Account and an AMI 2.0 Balancing Account to record the associated costs.
Capital Investment Plan
Alberhill System Project
In March 2026, the CPUC approved the Certificate of Public Convenience and Necessity for the project, authorizing the construction to proceed. Construction for the project is expected to begin in the third quarter of 2026. For further details on the project, see "Liquidity and Capital Resources — Southern California Edison Company — Capital Investment Plan" in 2025 Form 10-K.
Margin and Collateral Deposits
Certain derivative instruments, power and energy procurement contracts, and other contractual arrangements contain collateral requirements. Future collateral requirements may differ from the requirements at March 31, 2026, 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. See "—SCE" above for further information on SCE's credit ratings.
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, 2026, 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, 20261 |
$ |
160 |
|
Incremental collateral requirements for purchased power and fuel contracts resulting from a potential downgrade of SCE's credit rating to below investment grade2 |
14 |
|
Incremental collateral requirements for purchased power and fuel contracts resulting from adverse market price movements3 |
60 |
|
| Posted and potential collateral requirements |
$ |
234 |
|
1Net collateral provided to counterparties and other brokers consisted of $108 million in letters of credit and surety bonds and $52 million of cash collateral.
2Represents potential collateral requirements for accounts payable and mark-to-market valuation at March 31, 2026. Requirement varies throughout the period and is 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, 2026, due to adverse market price movements over the remaining lives of the existing power and fuel derivative contracts using a 95% confidence level.
Furthermore, SCE may be required to post collateral for workers' compensation in excess of standard formula amounts, currently up to $115 million, in the event of volatile credit rating conditions, during which the Office of Self-Insurance Plans, which oversees workers' compensation self-insurance within California, may exercise discretion to impose higher collateral requirements. As of March 31, 2026, SCE had $12 million of collateral posted under such discretionary authority. 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.
At March 31, 2026, Edison International Parent and Other had cash on hand of $58 million and $0.9 billion available to borrow on its $1.5 billion revolving credit facility. The credit facility is available for borrowing needs until May 2029. 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 details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
In the first quarter of 2026, Edison International Parent issued $550 million of 4.80% senior notes due in 2031. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
In the first quarter of 2026, Edison International redeemed all remaining shares of its 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A ("Series A Preferred Stock") and repurchased 4,434 shares of 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B ("Series B Preferred Stock") for $414 million and $4 million, respectively. For further details, see "Notes to Condensed Consolidated Financial Statements—Note 13. Equity."
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 2025 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.
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 2025 Form 10-K.
Edison International Parent's credit facility and term loan require 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, 2026, Edison International's consolidated debt to total capitalization ratio was 0.65 to 1.
At March 31, 2026, Edison International Parent was in compliance with all financial covenants that affect access to capital.
Credit Ratings
Edison International Parent's credit ratings may be affected by various factors, including failure by regulators to successfully implement the California Wildfire Legislation in a timely, consistent and credit-supportive manner, or investigations into wildfire events or associated settlements result in material utility liability exposure. In April 2026, the CEA submitted to the California Legislature and the Governor a report required under SB 254. The report observes that continued inaction to address escalating wildfire risk would expose utilities to risk of credit downgrades and heightened financial stress, limiting access to capital needed to maintain safe and reliable infrastructure. Edison International and SCE cannot predict whether or when there will be a comprehensive economy-wide solution mitigating the significant risk faced by California investor-owned utilities related to wildfires. For further discussion about the report see "— Management Overview—Southern California Wildfires."
Additionally, a persistent increase in the frequency and severity of wildfires in California may lead the credit rating agencies to reassess Edison International Parent's wildfire-related operational risk exposure or believe the Wildfire Fund is at risk of 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, note financings or other borrowings.
Edison International Income Taxes
Inflation Reduction Act of 2022
The IRA imposed a corporate alternative minimum tax ("CAMT"), which Edison International and SCE are subject to beginning in 2026. Edison International and SCE expect that any CAMT paid will be creditable against future income taxes.
In addition, under the IRA, SCE expects to generate $158 million investment tax credit in future periods related to utility owned storage projects. The associated tax benefits will be recognized and returned to customers as the credits are utilized.
Historical Cash Flows
SCE
|
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|
|
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|
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|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
Change |
|
|
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
|
|
| Net cash provided by operating activities |
$ |
1,502 |
|
|
$ |
1,254 |
|
|
$ |
248 |
|
|
|
| Net cash provided by financing activities |
135 |
|
|
1,236 |
|
|
(1,101) |
|
|
|
| Net cash used in investing activities |
(1,585) |
|
|
(1,373) |
|
|
(212) |
|
|
|
Net increase in cash, cash equivalents and restricted cash |
$ |
52 |
|
|
$ |
1,117 |
|
|
$ |
(1,065) |
|
|
|
Net Cash Provided by Operating Activities
The following table summarizes major categories of net cash provided by operating activities as provided in more detail in SCE's condensed consolidated statements of cash flows for the three months ended March 31, 2026 and 2025.
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|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
Change |
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
| Net income |
$ |
648 |
|
|
$ |
1,601 |
|
|
|
| Non-cash items |
845 |
|
|
1,218 |
|
|
|
| Subtotal |
1,493 |
|
|
2,819 |
|
|
(1,326) |
|
| Changes in working capital |
(49) |
|
|
44 |
|
|
(93) |
|
| Regulatory assets and liabilities |
81 |
|
|
(1,443) |
|
|
1,524 |
|
| Wildfire-related claims, net of insurance recoveries |
(19) |
|
|
(131) |
|
|
112 |
|
|
|
|
|
|
|
Other noncurrent assets and liabilities1 |
(4) |
|
|
(35) |
|
|
31 |
|
| Net cash provided by operating activities |
$ |
1,502 |
|
|
$ |
1,254 |
|
|
$ |
248 |
|
1Includes nuclear decommissioning trusts. See "Nuclear Decommissioning Activities" below for further information.
Net cash provided by operating activities increased by $248 million in the first quarter of 2026 compared to the same period of 2025. The change was primarily due to the increase in 2026 escalation mechanism for rates set forth in the 2025 GRC final decision and the decrease in wildfire-related claim payments, partially offset by a decrease from changes in working capital.
The net (outflows) inflows in cash resulting from working capital was $(49) million and $44 million during the three months ended March 31, 2026 and 2025, respectively. Net cash outflows in 2026 were primarily due to payments of operating expenses, partially offset by inflows from net decreases in customer receivables and unbilled revenue. Net cash inflows in 2025 were primarily due to cash collected from the sale of renewable energy credits under a CPUC-established program.
Net cash provided by (used in) regulatory assets and liabilities, including changes in net over or undercollections recorded in balancing accounts, was $81 million and $(1.4) billion during the three months ended March 31, 2026 and 2025, respectively. Net increase in regulatory assets and liabilities of $1.5 billion is primarily due to cost recoveries authorized under the TKM Settlement Agreement in 2025, which is mostly offset with the decrease in net income after adjustment for non-cash items.
Net Cash Provided by Financing Activities
The following table summarizes cash provided by financing activities for the three months ended March 31, 2026 and 2025, respectively. Issuances of debt are discussed in "Notes to Condensed Consolidated Financial Statements—Note 5. Debt and Credit Agreements."
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|
Three months ended March 31, |
|
Change |
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
Long-term debt issued, net of premium (discount) and issuance costs |
$ |
3,007 |
|
|
$ |
2,962 |
|
|
$ |
45 |
|
| Long-term debt repaid |
(1,251) |
|
|
(1) |
|
|
(1,250) |
|
|
|
|
|
|
|
| Short-term debt repaid |
(282) |
|
|
— |
|
|
(282) |
|
| Commercial paper financing, net |
(746) |
|
|
(1,245) |
|
|
499 |
|
|
|
|
|
|
|
| Preference stock redeemed |
(119) |
|
|
— |
|
|
(119) |
|
| Payment of common stock dividends to Edison International Parent |
(430) |
|
|
(430) |
|
|
— |
|
| Payment of preference stock dividends |
(27) |
|
|
(34) |
|
|
7 |
|
| Other |
(17) |
|
|
(16) |
|
|
(1) |
|
| Net cash provided by financing activities |
$ |
135 |
|
|
$ |
1,236 |
|
|
$ |
(1,101) |
|
Net Cash Used in Investing Activities
Cash flows used in investing activities are primarily due to total capital expenditures of $1.5 billion and $1.4 billion for three months ended March 31, 2026 and 2025, respectively. In addition, SCE had a net (purchase) redemption of nuclear decommissioning trust investments of $(2) million and $34 million during the three months ended March 31, 2026 and 2025, 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:
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|
|
|
|
|
|
Three months ended March 31, |
|
Change |
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
Net cash provided by (used in) operating activities: |
|
|
|
|
|
| Net earnings from nuclear decommissioning trust investments |
$ |
29 |
|
|
$ |
25 |
|
|
$ |
4 |
|
| SCE's decommissioning costs |
(20) |
|
|
(61) |
|
|
41 |
|
|
9 |
|
|
(36) |
|
|
45 |
|
Net cash (used in) provided by investing activities: |
|
|
|
|
|
| Proceeds from sale of investments |
1,991 |
|
|
1,406 |
|
|
585 |
|
| Purchases of investments |
(1,993) |
|
|
(1,372) |
|
|
(621) |
|
|
(2) |
|
|
34 |
|
|
(36) |
|
Net cash inflow (outflow) |
$ |
7 |
|
|
$ |
(2) |
|
|
$ |
9 |
|
Net cash provided by (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 ($20 million and $61 million in 2026 and 2025, respectively) and reimbursements to SCE from the nuclear decommissioning trust ($27 million and $59 million in 2026 and 2025, respectively).
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.
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|
Three months ended March 31, |
|
Change |
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
| Net cash used in operating activities |
$ |
(75) |
|
|
$ |
(30) |
|
|
$ |
(45) |
|
| Net cash provided by financing activities |
77 |
|
|
138 |
|
|
(61) |
|
| Net cash used in investing activities |
(3) |
|
|
(1) |
|
|
(2) |
|
| Net (decrease) increase in cash, cash equivalents and restricted cash |
$ |
(1) |
|
|
$ |
107 |
|
|
$ |
(108) |
|
Net Cash Used in Operating Activities
Net cash used in operating activities increased by $45 million in 2026 compared to 2025. This was primarily due to a $77 million cash inflow in 2025 from an intercompany tax settlement with SCE, offset by $32 million lower operating expense.
Net Cash Provided by Financing Activities
Net cash provided by financing activities was as follows:
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|
Three months ended March 31, |
|
Change |
| (in millions) |
2026 |
|
2025 |
|
2026 vs. 2025 |
| Dividends paid to Edison International common shareholders |
$ |
(338) |
|
|
$ |
(319) |
|
|
$ |
(19) |
|
| Dividends paid to Edison International preferred shareholders |
(13) |
|
|
(44) |
|
|
31 |
|
| Dividends received from SCE |
430 |
|
|
430 |
|
|
— |
|
| Long-term debt issuance, net of discount and issuance costs |
545 |
|
|
539 |
|
|
6 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Repayments of short-term debt |
(150) |
|
|
— |
|
|
(150) |
|
| Common stock repurchased |
(26) |
|
|
(29) |
|
|
3 |
|
| Preferred stock repurchased |
(419) |
|
|
— |
|
|
(419) |
|
| Commercial paper financing, net |
35 |
|
|
(442) |
|
|
477 |
|
| Other |
13 |
|
|
3 |
|
|
10 |
|
| Net cash provided by financing activities |
$ |
77 |
|
|
$ |
138 |
|
|
$ |
(61) |
|
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 2025 Form 10-K, and there have been no material changes during the three months ended March 31, 2026. 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 2025 MD&A.
In addition, for information regarding the Wildfire Fund, see "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—Wildfire Fund."
NEW ACCOUNTING GUIDANCE
New accounting guidance is discussed in "Notes to Condensed Consolidated Financial Statements—Note 1. Summary of Significant Accounting Policies—New Accounting Guidance." Information responding to this section is included in the MD&A under the heading "Market Risk Exposures" and is incorporated herein by reference.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
|
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|
|
Condensed Consolidated Statements of Income |
Edison International |
|
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|
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|
|
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|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
|
|
| (in millions, except per-share amounts, unaudited) |
2026 |
|
2025 |
|
|
|
|
|
|
|
|
|
|
| Operating revenue |
$ |
4,103 |
|
|
$ |
3,811 |
|
|
|
|
|
|
|
|
|
|
|
| Purchased power and fuel |
970 |
|
|
1,047 |
|
|
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
1,017 |
|
|
983 |
|
|
|
|
|
|
|
|
|
|
|
Wildfire-related claims, net of (recoveries) |
(5) |
|
|
(1,305) |
|
|
|
|
|
|
|
|
|
|
|
| Wildfire Fund expense |
35 |
|
|
36 |
|
|
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
834 |
|
|
742 |
|
|
|
|
|
|
|
|
|
|
|
| Property and other taxes |
179 |
|
|
166 |
|
|
|
|
|
|
|
|
|
|
|
Asset impairment and other |
(1) |
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
| Total operating expenses |
3,029 |
|
|
1,677 |
|
|
|
|
|
|
|
|
|
|
|
| Operating income |
1,074 |
|
|
2,134 |
|
|
|
|
|
|
|
|
|
|
|
| Interest expense |
(524) |
|
|
(301) |
|
|
|
|
|
|
|
|
|
|
|
| Other income, net |
121 |
|
|
107 |
|
|
|
|
|
|
|
|
|
|
|
| Income before income taxes |
671 |
|
|
1,940 |
|
|
|
|
|
|
|
|
|
|
|
Income tax expense |
101 |
|
|
448 |
|
|
|
|
|
|
|
|
|
|
|
| Net income |
570 |
|
|
1,492 |
|
|
|
|
|
|
|
|
|
|
|
| Less: Preference stock dividend requirements of SCE |
29 |
|
|
34 |
|
|
|
|
|
|
|
|
|
|
|
| Preferred stock dividend requirements of Edison International |
10 |
|
|
22 |
|
|
|
|
|
|
|
|
|
|
|
| Net income available to Edison International common shareholders |
$ |
531 |
|
|
$ |
1,436 |
|
|
|
|
|
|
|
|
|
|
|
| Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares of common stock outstanding |
385 |
|
385 |
|
|
|
|
|
|
|
|
|
|
| Basic earnings per common share available to Edison International common shareholders |
$ |
1.38 |
|
|
$ |
3.73 |
|
|
|
|
|
|
|
|
|
|
|
| Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
| Weighted average shares of common stock outstanding, including effect of dilutive securities |
387 |
|
386 |
|
|
|
|
|
|
|
|
|
|
| Diluted earnings per common share available to Edison International common shareholders |
$ |
1.37 |
|
|
$ |
3.72 |
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income |
Edison International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| (in millions, unaudited) |
|
|
|
|
2026 |
|
2025 |
| Net income |
|
|
|
|
$ |
570 |
|
|
$ |
1,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Comprehensive income |
|
|
|
|
570 |
|
|
1,492 |
|
| Less: Comprehensive income attributable to noncontrolling interests |
|
|
|
|
29 |
|
|
34 |
|
| Comprehensive income attributable to Edison International |
|
|
|
|
$ |
541 |
|
|
$ |
1,458 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Balance Sheets |
Edison International |
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, unaudited) |
March 31, 2026 |
|
December 31, 2025 |
| ASSETS |
|
|
|
| Cash and cash equivalents |
$ |
168 |
|
|
$ |
158 |
|
Receivables, net of allowances for uncollectible accounts of $348 and $356 at respective dates |
1,577 |
|
|
1,463 |
|
| Accrued unbilled revenue |
1,022 |
|
|
1,238 |
|
| Inventory |
542 |
|
|
535 |
|
| Prepaid expenses |
280 |
|
|
119 |
|
| Regulatory assets |
2,660 |
|
|
3,290 |
|
| Wildfire Fund contributions |
138 |
|
|
138 |
|
| Other current assets |
789 |
|
|
745 |
|
| Total current assets |
7,176 |
|
|
7,686 |
|
| Nuclear decommissioning trusts |
4,457 |
|
|
4,535 |
|
| Other investments |
63 |
|
|
51 |
|
| Total investments |
4,520 |
|
|
4,586 |
|
Utility property, plant and equipment, net of accumulated depreciation and amortization of $15,196 and $15,060 at respective dates |
64,020 |
|
|
63,131 |
|
Nonutility property, plant and equipment, net of accumulated depreciation of $117 and $132 at respective dates |
194 |
|
|
197 |
|
| Total property, plant and equipment |
64,214 |
|
|
63,328 |
|
Receivables, net of allowances for uncollectible accounts of $39 and $49 at respective dates |
36 |
|
|
38 |
|
Regulatory assets (include $3,072 and $3,092 related to a Variable Interest Entity ("VIE") at respective dates) |
13,011 |
|
|
12,960 |
|
| Wildfire Fund contributions |
1,705 |
|
|
1,740 |
|
| Operating lease right-of-use assets |
1,148 |
|
|
1,161 |
|
| Long-term insurance receivables |
456 |
|
|
359 |
|
| Other long-term assets |
2,209 |
|
|
2,168 |
|
| Total other assets |
18,565 |
|
|
18,426 |
|
| Total assets |
$ |
94,475 |
|
|
$ |
94,026 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Balance Sheets |
Edison International |
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, except share amounts, unaudited) |
March 31, 2026 |
|
December 31, 2025 |
| LIABILITIES AND EQUITY |
|
|
|
| Short-term debt |
$ |
1,242 |
|
|
$ |
2,390 |
|
| Current portion of long-term debt |
2,996 |
|
|
1,928 |
|
| Accounts payable |
2,413 |
|
|
2,344 |
|
| Wildfire-related claims |
556 |
|
|
585 |
|
| Accrued interest |
504 |
|
|
473 |
|
| Regulatory liabilities |
354 |
|
|
1,158 |
|
| Current portion of operating lease liabilities |
120 |
|
|
120 |
|
| Other current liabilities |
1,515 |
|
|
1,538 |
|
| Total current liabilities |
9,700 |
|
|
10,536 |
|
Long-term debt (includes $3,004 and $3,022 related to a VIE at respective dates) |
37,311 |
|
|
36,070 |
|
| Deferred income taxes and credits |
9,275 |
|
|
9,114 |
|
| Pensions and benefits |
365 |
|
|
370 |
|
| Asset retirement obligations |
2,598 |
|
|
2,583 |
|
| Regulatory liabilities |
10,870 |
|
|
10,627 |
|
| Operating lease liabilities |
1,028 |
|
|
1,041 |
|
| Wildfire-related claims |
837 |
|
|
721 |
|
| Other deferred credits and other long-term liabilities |
3,607 |
|
|
3,705 |
|
| Total deferred credits and other liabilities |
28,580 |
|
|
28,161 |
|
| Total liabilities |
75,591 |
|
|
74,767 |
|
| Commitments and contingencies (Note 12) |
|
|
|
Preferred stock (50,000,000 shares authorized; zero and 414,342 shares of Series A and 83,503 and 87,937 shares of Series B issued and outstanding at respective dates) |
83 |
|
|
497 |
|
Common stock, no par value (800,000,000 shares authorized; 384,793,941 and 384,787,056 shares issued and outstanding at respective dates) |
6,332 |
|
|
6,362 |
|
| Accumulated other comprehensive income |
6 |
|
|
6 |
|
| Retained earnings |
10,899 |
|
|
10,714 |
|
| Total Edison International's shareholders' equity |
17,320 |
|
|
17,579 |
|
| Noncontrolling interests – preference stock of SCE |
1,564 |
|
|
1,680 |
|
| Total equity |
18,884 |
|
|
19,259 |
|
| Total liabilities and equity |
$ |
94,475 |
|
|
$ |
94,026 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows |
Edison International |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| (in millions, unaudited) |
2026 |
|
2025 |
| Cash flows from operating activities: |
|
|
|
| Net income |
$ |
570 |
|
|
$ |
1,492 |
|
| Adjustments to reconcile to net cash provided by operating activities: |
|
|
|
| Depreciation and amortization |
834 |
|
|
742 |
|
| Equity allowance for funds used during construction |
(56) |
|
|
(46) |
|
| Asset impairment and other |
(1) |
|
|
8 |
|
| Deferred income taxes |
46 |
|
|
421 |
|
| Wildfire Fund amortization expense |
35 |
|
|
36 |
|
| Other |
27 |
|
|
28 |
|
| Nuclear decommissioning trusts |
2 |
|
|
(34) |
|
| Changes in operating assets and liabilities: |
|
|
|
| Receivables |
(131) |
|
|
269 |
|
| Inventory |
(9) |
|
|
(1) |
|
| Accounts payable |
109 |
|
|
70 |
|
|
|
|
|
| Other current assets and liabilities |
(71) |
|
|
(221) |
|
| Derivative assets and liabilities, net |
23 |
|
|
33 |
|
| Regulatory assets and liabilities, net |
81 |
|
|
(1,443) |
|
|
|
|
|
| Wildfire-related claims, net of insurance recoveries |
(22) |
|
|
(131) |
|
| Other noncurrent assets and liabilities |
(10) |
|
|
1 |
|
| Net cash provided by operating activities |
1,427 |
|
|
1,224 |
|
| Cash flows from financing activities: |
|
|
|
Long-term debt issued, net of premium (discount) and issuance costs of $2 and $(49) for the respective periods |
3,552 |
|
|
3,501 |
|
| Long-term debt repaid |
(1,251) |
|
|
(1) |
|
|
|
|
|
| Short-term debt repaid |
(432) |
|
|
— |
|
|
|
|
|
| Common stock repurchased |
(26) |
|
|
(29) |
|
|
|
|
|
| Preferred stock repurchased |
(538) |
|
|
— |
|
| Commercial paper repayments, net of borrowing |
(711) |
|
|
(1,687) |
|
| Dividends and distribution to noncontrolling interests |
(27) |
|
|
(34) |
|
| Common stock dividends paid |
(338) |
|
|
(319) |
|
| Preferred stock dividends paid |
(13) |
|
|
(44) |
|
| Other |
(4) |
|
|
(13) |
|
| Net cash provided by financing activities |
212 |
|
|
1,374 |
|
| Cash flows from investing activities: |
|
|
|
| Capital expenditures |
(1,539) |
|
|
(1,408) |
|
| Proceeds from sale of nuclear decommissioning trust investments |
1,991 |
|
|
1,406 |
|
| Purchases of nuclear decommissioning trust investments |
(1,993) |
|
|
(1,372) |
|
| Other |
(47) |
|
|
— |
|
| Net cash used in investing activities |
(1,588) |
|
|
(1,374) |
|
| Net increase in cash and cash equivalents and restricted cash and cash equivalents |
51 |
|
|
1,224 |
|
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period |
720 |
|
|
684 |
|
| Cash and cash equivalents and restricted cash and cash equivalents at end of period |
$ |
771 |
|
|
$ |
1,908 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Statements of Income |
Southern California Edison Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
|
|
| (in millions, unaudited) |
2026 |
|
2025 |
|
|
|
|
|
|
|
|
| Operating revenue |
$ |
4,096 |
|
|
$ |
3,802 |
|
|
|
|
|
|
|
|
|
| Purchased power and fuel |
970 |
|
|
1,047 |
|
|
|
|
|
|
|
|
|
| Operation and maintenance |
998 |
|
|
962 |
|
|
|
|
|
|
|
|
|
Wildfire-related claims, net of (recoveries) |
(3) |
|
|
(1,355) |
|
|
|
|
|
|
|
|
|
| Wildfire Fund expense |
35 |
|
|
36 |
|
|
|
|
|
|
|
|
|
| Depreciation and amortization |
833 |
|
|
741 |
|
|
|
|
|
|
|
|
|
| Property and other taxes |
178 |
|
|
165 |
|
|
|
|
|
|
|
|
|
Asset impairment |
— |
|
|
8 |
|
|
|
|
|
|
|
|
|
| Total operating expenses |
3,011 |
|
|
1,604 |
|
|
|
|
|
|
|
|
|
| Operating income |
1,085 |
|
|
2,198 |
|
|
|
|
|
|
|
|
|
| Interest expense |
(430) |
|
|
(220) |
|
|
|
|
|
|
|
|
|
| Other income, net |
121 |
|
|
111 |
|
|
|
|
|
|
|
|
|
| Income before income taxes |
776 |
|
|
2,089 |
|
|
|
|
|
|
|
|
|
| Income tax expense |
128 |
|
|
488 |
|
|
|
|
|
|
|
|
|
| Net income |
648 |
|
|
1,601 |
|
|
|
|
|
|
|
|
|
| Less: Preference stock dividend requirements |
29 |
|
|
34 |
|
|
|
|
|
|
|
|
|
| Net income available to common stock |
$ |
619 |
|
|
$ |
1,567 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Income |
Southern California Edison Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| (in millions, unaudited) |
|
|
|
|
2026 |
|
2025 |
| Net income |
|
|
|
|
$ |
648 |
|
|
$ |
1,601 |
|
| Other comprehensive income, net of tax: |
|
|
|
|
|
|
|
| Pension and postretirement benefits other than pensions |
|
|
|
|
1 |
|
|
— |
|
| Other comprehensive income, net of tax |
|
|
|
|
1 |
|
|
— |
|
| Comprehensive income |
|
|
|
|
$ |
649 |
|
|
$ |
1,601 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Balance Sheets |
Southern California Edison Company |
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, unaudited) |
March 31, 2026 |
|
December 31, 2025 |
| ASSETS |
|
|
|
| Cash and cash equivalents |
$ |
110 |
|
|
$ |
98 |
|
Receivables, net of allowances for uncollectible accounts of $347 and $353 at respective dates |
1,571 |
|
|
1,455 |
|
| Accrued unbilled revenue |
1,024 |
|
|
1,236 |
|
| Inventory |
542 |
|
|
535 |
|
| Prepaid expenses |
279 |
|
|
118 |
|
| Regulatory assets |
2,660 |
|
|
3,290 |
|
| Wildfire Fund contributions |
138 |
|
|
138 |
|
| Other current assets |
784 |
|
|
743 |
|
| Total current assets |
7,108 |
|
|
7,613 |
|
| Nuclear decommissioning trusts |
4,457 |
|
|
4,535 |
|
| Other investments |
50 |
|
|
40 |
|
| Total investments |
4,507 |
|
|
4,575 |
|
Utility property, plant and equipment, net of accumulated depreciation and amortization of $15,196 and $15,060 at respective dates |
64,020 |
|
|
63,131 |
|
Nonutility property, plant and equipment, net of accumulated depreciation of $98 and $113 at respective dates |
185 |
|
|
188 |
|
| Total property, plant and equipment |
64,205 |
|
|
63,319 |
|
Receivables, net of allowances for uncollectible accounts of $39 and $49 at respective dates |
36 |
|
|
38 |
|
Regulatory assets (include $3,072 and $3,092 related to a VIE at respective dates) |
13,011 |
|
|
12,960 |
|
| Wildfire Fund contributions |
1,705 |
|
|
1,740 |
|
| Operating lease right-of-use assets |
1,143 |
|
|
1,155 |
|
| Long-term insurance receivables |
347 |
|
|
145 |
|
| Long-term insurance receivables due from affiliate |
118 |
|
|
226 |
|
| Other long-term assets |
2,113 |
|
|
2,074 |
|
| Total other assets |
18,473 |
|
|
18,338 |
|
| Total assets |
$ |
94,293 |
|
|
$ |
93,845 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Balance Sheets |
Southern California Edison Company |
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, except share amounts, unaudited) |
March 31, 2026 |
|
December 31, 2025 |
| LIABILITIES AND EQUITY |
|
|
|
| Short-term debt |
$ |
— |
|
|
$ |
1,036 |
|
| Current portion of long-term debt |
2,996 |
|
|
1,928 |
|
| Accounts payable |
2,416 |
|
|
2,353 |
|
| Wildfire-related claims |
556 |
|
|
585 |
|
| Accrued interest |
430 |
|
|
432 |
|
| Regulatory liabilities |
354 |
|
|
1,158 |
|
| Current portion of operating lease liabilities |
119 |
|
|
118 |
|
| Other current liabilities |
1,649 |
|
|
1,599 |
|
| Total current liabilities |
8,520 |
|
|
9,209 |
|
Long-term debt (includes $3,004 and $3,022 related to a VIE at respective dates) |
31,949 |
|
|
31,255 |
|
| Deferred income taxes and credits |
10,837 |
|
|
10,712 |
|
| Pensions and benefits |
87 |
|
|
87 |
|
| Asset retirement obligations |
2,598 |
|
|
2,583 |
|
| Regulatory liabilities |
10,870 |
|
|
10,627 |
|
| Operating lease liabilities |
1,024 |
|
|
1,037 |
|
| Wildfire-related claims |
837 |
|
|
721 |
|
| Other deferred credits and other long-term liabilities |
3,584 |
|
|
3,684 |
|
| Total deferred credits and other liabilities |
29,837 |
|
|
29,451 |
|
| Total liabilities |
70,306 |
|
|
69,915 |
|
| Commitments and contingencies (Note 12) |
|
|
|
| Preference stock |
1,595 |
|
|
1,714 |
|
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 |
8,956 |
|
|
8,970 |
|
| Accumulated other comprehensive loss |
(11) |
|
|
(12) |
|
| Retained earnings |
11,279 |
|
|
11,090 |
|
| Total equity |
23,987 |
|
|
23,930 |
|
| Total liabilities and equity |
$ |
94,293 |
|
|
$ |
93,845 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows |
Southern California Edison Company |
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| (in millions, unaudited) |
2026 |
|
2025 |
| Cash flows from operating activities: |
|
|
|
| Net income |
$ |
648 |
|
|
$ |
1,601 |
|
| Adjustments to reconcile to net cash provided by operating activities: |
|
|
|
| Depreciation and amortization |
833 |
|
|
741 |
|
| Equity allowance for funds used during construction |
(56) |
|
|
(46) |
|
|
|
|
|
| Asset impairment |
— |
|
|
8 |
|
| Deferred income taxes |
10 |
|
|
460 |
|
| Wildfire Fund amortization expense |
35 |
|
|
36 |
|
| Other |
23 |
|
|
19 |
|
| Nuclear decommissioning trusts |
2 |
|
|
(34) |
|
|
|
|
|
| Changes in operating assets and liabilities: |
|
|
|
| Receivables |
(133) |
|
|
265 |
|
| Inventory |
(9) |
|
|
(1) |
|
| Accounts payable |
104 |
|
|
(1) |
|
|
|
|
|
| Other current assets and liabilities |
(34) |
|
|
(252) |
|
| Derivative assets and liabilities, net |
23 |
|
|
33 |
|
| Regulatory assets and liabilities, net |
81 |
|
|
(1,443) |
|
|
|
|
|
| Wildfire-related claims, net of insurance recoveries |
(19) |
|
|
(131) |
|
| Other noncurrent assets and liabilities |
(6) |
|
|
(1) |
|
| Net cash provided by operating activities |
1,502 |
|
|
1,254 |
|
| Cash flows from financing activities: |
|
|
|
Long-term debt issued, net of premium (discount) and issuance costs of $7 and $(38) for the respective periods |
3,007 |
|
|
2,962 |
|
| Long-term debt repaid |
(1,251) |
|
|
(1) |
|
|
|
|
|
| Short-term debt repaid |
(282) |
|
|
— |
|
|
|
|
|
| Preference stock redeemed |
(119) |
|
|
— |
|
| Commercial paper repayments, net of borrowing |
(746) |
|
|
(1,245) |
|
| Common stock dividends paid |
(430) |
|
|
(430) |
|
| Preference stock dividends paid |
(27) |
|
|
(34) |
|
| Other |
(17) |
|
|
(16) |
|
| Net cash provided by financing activities |
135 |
|
|
1,236 |
|
| Cash flows from investing activities: |
|
|
|
| Capital expenditures |
(1,538) |
|
|
(1,407) |
|
| Proceeds from sale of nuclear decommissioning trust investments |
1,991 |
|
|
1,406 |
|
| Purchases of nuclear decommissioning trust investments |
(1,993) |
|
|
(1,372) |
|
| Other |
(45) |
|
|
— |
|
| Net cash used in investing activities |
(1,585) |
|
|
(1,373) |
|
| Net increase in cash and cash equivalents and restricted cash and cash equivalents |
52 |
|
|
1,117 |
|
| Cash and cash equivalents and restricted cash and cash equivalents at beginning of period |
657 |
|
|
565 |
|
| Cash and cash equivalents and restricted cash and cash equivalents at end of period |
$ |
709 |
|
|
$ |
1,682 |
|
The accompanying notes are an integral part of these condensed consolidated financial statements.
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 the 2025 Form 10-K. This quarterly report should be read in conjunction with the financial statements and notes included in the 2025 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, 2025 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 2025 Form 10-K. In addition, for the three months ended March 31, 2026 and 2025, Edison International's and SCE's significant segment expenses agree to those disclosed in the condensed consolidated statements of income. As of March 31, 2026 and 2025, 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 and Cash Equivalents and Restricted Cash and Cash Equivalents
The following table sets forth the cash, cash equivalents, restricted cash and restricted cash equivalents included in the condensed consolidated statements of cash flows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edison International |
|
SCE |
| (in millions) |
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
Cash and cash equivalents1 |
$ |
168 |
|
|
$ |
158 |
|
|
$ |
110 |
|
|
$ |
98 |
|
Short-term restricted cash and cash equivalents2 |
560 |
|
|
552 |
|
|
556 |
|
|
549 |
|
Long-term restricted cash and cash equivalents3 |
43 |
|
|
10 |
|
|
43 |
|
|
10 |
|
| Total cash and cash equivalents and restricted cash and cash equivalents |
$ |
771 |
|
|
$ |
720 |
|
|
$ |
709 |
|
|
$ |
657 |
|
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 cash collected for customer-funded wildfire self-insurance related to settlements (see Note 12 for further information). Both are reflected in "Other current assets" on Edison International's and SCE's condensed consolidated balance sheets.
3Represents 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 indicators, such as unemployment rates. In estimating expected credit losses, SCE applies a practical expedient under the current expected credit loss model, which assumes that current economic conditions as of the balance sheet date do not change over the remaining life of existing accounts receivable. The decrease in write-offs for the three months ended March 31, 2026, is primarily a result of higher disconnection activities and collections efforts undertaken in 2025, the effects of which flowed through to write-offs recorded in 2026.
The following table sets forth the changes in allowance for uncollectible accounts for SCE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2026 |
|
Three months ended March 31, 2025 |
| (in millions) |
Customers |
|
All others |
|
Total2 |
|
Customers |
|
All others |
|
Total |
| Beginning balance |
$ |
360 |
|
|
$ |
42 |
|
|
$ |
402 |
|
|
$ |
372 |
|
|
$ |
18 |
|
|
$ |
390 |
|
Current period provision for uncollectible accounts1 |
60 |
|
|
2 |
|
|
62 |
|
|
78 |
|
|
3 |
|
|
81 |
|
| Write-offs, net of recoveries |
(76) |
|
|
(2) |
|
|
(78) |
|
|
(128) |
|
|
(3) |
|
|
(131) |
|
| Ending balance |
$ |
344 |
|
|
$ |
42 |
|
|
$ |
386 |
|
|
$ |
322 |
|
|
$ |
18 |
|
|
$ |
340 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
1This includes $44 million and $66 million of incremental costs, for the three months ended March 31, 2026 and 2025, respectively, which were probable of recovery from customers and recorded as regulatory assets.
2Approximately $39 million and $49 million of allowance for uncollectible accounts are included in "Other long-term assets" on SCE's condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025, respectively.
Wildfire Fund
The Wildfire Fund does not have a defined life and instead will terminate when the fund administrator determines that the fund has been exhausted. SCE estimates the period of coverage of the fund and amortizes contributions made to the Wildfire Fund ratably over the period of coverage similar to prepaid insurance. Estimating the period of coverage of the fund requires significant judgment. Frequency of wildfire events and estimated costs associated with wildfire events caused by participating utilities are among the significant factors used to estimate the fund's period of coverage.
Edison International and SCE reassess the period of coverage of the fund at least annually in the first quarter each year and when new or additional information becomes available. As of the date of filing, after considering the current accrued losses for the Eaton Fire, SCE does not have new or additional information that would enable it to change its prior assessment that the Wildfire Fund would provide coverage for an estimated 20 years from the date SCE committed to participate in the Wildfire Fund.
When updating its estimate, SCE includes all its fires for which losses can be reasonably estimated, and relies on publicly disclosed wildfire-related losses related to other participating utilities. As discussed in Note 12, while SCE believes that it will incur material losses in connection with the Eaton Fire, it is currently unable to reasonably estimate a range of losses that may be incurred. The Wildfire Fund amortization period will be evaluated and adjusted prospectively as new or additional information on contributions and wildfire events, including reasonably estimated losses related to the Eaton Fire, becomes available. An impairment will be recorded to the Wildfire Fund contribution asset, if the asset exceeds SCE's ability to benefit from the remaining coverage provided by the Wildfire Fund.
SB 254 expands the Wildfire Fund originally created under AB 1054 by establishing the Continuation Account within the Wildfire Fund. As of March 31, 2026, and as of the date of this filing, the conditions required to trigger investor-owned utility contributions to the Continuation Account have not been met. Accordingly, SCE has not recorded a contribution obligation associated with the Continuation Account on its condensed consolidated balance sheets as of March 31, 2026.
As of March 31, 2026, SCE has recorded a receivable of $295 million from the Wildfire Fund, reflected in "Long-term insurance receivables." Based on the California Wildfire Legislation, a utility that submits claims to the Wildfire Fund for recovery is expected to receive such reimbursements from the Wildfire Fund, and separately file an application with CPUC for review of its costs and expenses. See Note 12 for further information. The outcome of the CPUC's prudency review could result in a refund to the Wildfire Fund. SCE will recognize a payable related to claim reimbursements to the Wildfire Fund if it determines that refund to the Wildfire Fund is probable and estimable. SCE considers whether any party in the CPUC prudency review proceeding would prevail in raising a "serious doubt" as of the reasonableness of SCE's actions, and whether it is probable the CPUC would conclude that SCE does not meet the burden of dispelling that doubt and find SCE's conduct was not prudent. SCE considers factors within and outside SCE's control in its evaluation of whether a refund to the Wildfire Fund is probable and estimable. As of March 31, 2026, SCE determined it is not probable nor estimable that any amounts may be required to be reimbursed to the Wildfire Fund.
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.
EPS available to Edison International common shareholders was computed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
| (in millions, except per-share amounts) |
2026 |
|
2025 |
|
|
|
|
| Basic earnings per share: |
|
|
|
|
|
|
|
| Net income available to Edison International common shareholders |
$ |
531 |
|
|
$ |
1,436 |
|
|
|
|
|
| Earnings allocated to participating securities |
— |
|
|
(1) |
|
|
|
|
|
| Income available to common shareholders |
$ |
531 |
|
|
$ |
1,435 |
|
|
|
|
|
| Weighted average common shares outstanding |
385 |
|
|
385 |
|
|
|
|
|
| Basic earnings per share |
$ |
1.38 |
|
|
$ |
3.73 |
|
|
|
|
|
| Diluted earnings per share: |
|
|
|
|
|
|
|
| Income available to common shareholders |
$ |
531 |
|
|
$ |
1,435 |
|
|
|
|
|
| Add back: Earnings allocated to participating securities |
— |
|
|
1 |
|
|
|
|
|
| Net income available to Edison International common shareholders |
$ |
531 |
|
|
$ |
1,436 |
|
|
|
|
|
| Weighted average common shares outstanding |
385 |
|
|
385 |
|
|
|
|
|
| Effect of dilutive securities |
2 |
|
|
1 |
|
|
|
|
|
| Adjusted weighted average shares – diluted |
387 |
|
|
386 |
|
|
|
|
|
| Diluted earnings per share |
$ |
1.37 |
|
|
$ |
3.72 |
|
|
|
|
|
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 2,241,826 and 8,203,681 shares of common stock for the three months ended March 31, 2026 and 2025, 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
FERC 2026 Formula Rate Update
In November 2025, SCE filed its 2026 annual transmission revenue requirement update with the FERC, with rates effective January 1, 2026, subject to settlement procedures and refund. SCE requested an increase in SCE's transmission revenue requirement of $1.5 billion, which is $157 million, or 12% higher than amounts included in the 2025 annual rates. The increase is primarily due to 2026 rates reflecting recovery of previous undercollections. Pending resolution of the FERC formula rate proceedings, SCE recognized revenue in the first three months of 2026 based on the FERC 2026 annual updated rates, subject to refund.
New Accounting Guidance
Accounting Guidance Not Yet Adopted
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 increased disclosures from the new guidance.
In September 2025, the FASB issued an accounting standards update to amend certain aspects of the accounting for and disclosure of internal-use software. Among other things, the guidance removes all references to prescriptive and sequential software development stages and instead requires entities to begin capitalizing software costs when certain criteria are met. The guidance is effective for annual periods after January 1, 2028 and interim reporting periods within those annual reporting periods with early adoption permitted. The guidance can be applied prospectively, retrospectively, or via a modified prospective transition method. Edison International and SCE are currently evaluating the impact of this new guidance.
In December 2025, the FASB issued an accounting standards update to establish guidance on the recognition, measurement, and presentation of government grants received by business entities. The guidance is effective in annual periods beginning after January 1, 2029 and interim periods within those annual reporting periods with early adoption permitted. The guidance can be applied on a modified prospective basis, a modified retrospective basis, or a full retrospective basis. Edison International and SCE are currently evaluating the impact of this new guidance.
Note 2. Condensed Consolidated Statements of Changes in Equity
The following tables provide Edison International's changes in equity:
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Edison International Shareholders |
|
Noncontrolling Interests |
|
|
|
Preferred stock |
|
Common stock |
|
Accumulated Other Comprehensive Income |
|
Retained Earnings |
|
Subtotal |
|
Preference Stock |
|
Total Equity |
| (in millions, except shares and per share amounts) |
Shares |
Amount |
|
Shares |
Amount |
|
|
|
|
|
| Balance at December 31, 2025 |
502,279 |
|
$ |
497 |
|
|
384,787,056 |
|
$ |
6,362 |
|
|
$ |
6 |
|
|
$ |
10,714 |
|
|
$ |
17,579 |
|
|
$ |
1,680 |
|
|
$ |
19,259 |
|
| Net income |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
541 |
|
|
541 |
|
|
29 |
|
|
570 |
|
| Common stock issued |
— |
|
— |
|
|
404,516 |
|
2 |
|
|
— |
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
| Common stock repurchased |
— |
|
— |
|
|
(397,631) |
|
(26) |
|
|
— |
|
|
— |
|
|
(26) |
|
|
— |
|
|
(26) |
|
Common stock dividends declared ($0.8775 per share) |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(338) |
|
|
(338) |
|
|
— |
|
|
(338) |
|
Preferred stock dividends declared ($26.875 per share for Series A and $25.00 per share for Series B) |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(13) |
|
|
(13) |
|
|
— |
|
|
(13) |
|
Dividends to noncontrolling interests ($31.250 - $46.875 per share for preference stock) |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
(1) |
|
|
(1) |
|
|
(26) |
|
|
(27) |
|
| Shares withheld for tax withholdings on vested equity awards |
— |
|
— |
|
|
— |
|
(16) |
|
|
— |
|
|
— |
|
|
(16) |
|
|
— |
|
|
(16) |
|
| Noncash stock-based compensation |
— |
|
— |
|
|
— |
|
10 |
|
|
— |
|
|
1 |
|
|
11 |
|
|
— |
|
|
11 |
|
| Preference stock redeemed |
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(119) |
|
|
(119) |
|
| Preferred stock repurchased |
(418,776) |
|
(414) |
|
|
— |
|
— |
|
|
— |
|
|
(5) |
|
|
(419) |
|
|
— |
|
|
(419) |
|
| Balance at March 31, 2026 |
83,503 |
|
$ |
83 |
|
|
384,793,941 |
|
$ |
6,332 |
|
|
$ |
6 |
|
|
$ |
10,899 |
|
|
$ |
17,320 |
|
|
$ |
1,564 |
|
|
$ |
18,884 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Edison International Shareholders |
|
Noncontrolling Interests |
|
|
|
Preferred stock |
|
Common stock |
|
|
|
Retained Earnings |
|
Subtotal |
|
Preference Stock |
|
Total Equity |
| (in millions, except shares and per share amounts) |
Shares |
Amount |
|
Shares |
Amount |
|
|
|
|
|
| Balance at December 31, 2024 |
1,662,771 |
|
$ |
1,645 |
|
|
384,784,719 |
|
$ |
6,353 |
|
|
|
|
$ |
7,567 |
|
|
$ |
15,565 |
|
|
$ |
2,175 |
|
|
$ |
17,740 |
|
| Net income |
— |
|
— |
|
|
— |
|
— |
|
|
|
|
1,458 |
|
|
1,458 |
|
|
34 |
|
|
1,492 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Common stock issued |
— |
|
— |
|
|
478,943 |
|
2 |
|
|
|
|
— |
|
|
2 |
|
|
— |
|
|
2 |
|
Common stock repurchased |
— |
|
— |
|
|
(500,000) |
|
(29) |
|
|
|
|
— |
|
|
(29) |
|
|
— |
|
|
(29) |
|
Common stock dividends declared ($0.8275 per share) |
— |
|
— |
|
|
— |
|
— |
|
|
|
|
(319) |
|
|
(319) |
|
|
— |
|
|
(319) |
|
Preferred stock dividends 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 |
1,662,771 |
|
$ |
1,645 |
|
|
384,763,662 |
|
$ |
6,315 |
|
|
|
|
$ |
8,662 |
|
|
$ |
16,622 |
|
|
$ |
2,175 |
|
|
$ |
18,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The following tables provide SCE's changes in equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, except per share amounts) |
Preference Stock |
|
Common Stock |
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Loss |
|
Retained Earnings |
|
Total Equity |
| Balance at December 31, 2025 |
$ |
1,714 |
|
|
$ |
2,168 |
|
|
$ |
8,970 |
|
|
$ |
(12) |
|
|
$ |
11,090 |
|
|
$ |
23,930 |
|
| Net income |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
648 |
|
|
648 |
|
| Other comprehensive income |
— |
|
|
— |
|
|
— |
|
|
1 |
|
|
— |
|
|
1 |
|
Dividends declared on common stock ($0.9888 per share) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(430) |
|
|
(430) |
|
Dividends declared on preference stock ($31.250 - $46.875 per share) |
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(27) |
|
|
(27) |
|
| Stock-based compensation |
— |
|
|
— |
|
|
(22) |
|
|
— |
|
|
— |
|
|
(22) |
|
| Noncash stock-based compensation |
— |
|
|
— |
|
|
5 |
|
|
— |
|
|
1 |
|
|
6 |
|
| Preference stock redeemed |
(119) |
|
|
— |
|
|
3 |
|
|
— |
|
|
(3) |
|
|
(119) |
|
| Balance at March 31, 2026 |
$ |
1,595 |
|
|
$ |
2,168 |
|
|
$ |
8,956 |
|
|
$ |
(11) |
|
|
$ |
11,279 |
|
|
$ |
23,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
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|
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|
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|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions, except per share amounts) |
Preference Stock |
|
Common Stock |
|
Additional Paid-in Capital |
|
Accumulated Other Comprehensive Loss |
|
Retained Earnings |
|
Total 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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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 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. 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 has issued a total of $3.2 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 and costs approved for recovery under the TKM Settlement Agreement, 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, 2026 |
|
December 31, 2025 |
| Other current assets |
$ |
118 |
|
|
$ |
49 |
|
| Regulatory assets: non-current |
3,072 |
|
|
3,092 |
|
| Regulatory liabilities: current |
25 |
|
|
12 |
|
Current portion of long-term debt1 |
96 |
|
|
78 |
|
| Other current liabilities |
48 |
|
|
14 |
|
Long-term debt1 |
3,004 |
|
|
3,022 |
|
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 2025 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 6,064 MW and 5,300 MW at March 31, 2026 and 2025, respectively. The amounts that SCE paid to these projects were $204 million and $172 million for the three months ended March 31, 2026 and 2025, respectively. These amounts are recoverable in customer rates, subject to a reasonableness review.
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, 2026 and December 31, 2025, 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 primarily 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. SCE also enters into certain physically settled resource adequacy contracts with a financially settled electricity component ("Fin Toll arrangements"). For these Fin Toll arrangements, SCE uses an income model valuation approach to estimate the significant unobservable inputs (hourly power 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
| (in millions) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Netting
and
Collateral1
|
|
Total |
| Assets at fair value |
|
|
|
|
|
|
|
|
|
| Derivative contracts |
$ |
— |
|
|
$ |
1 |
|
|
$ |
18 |
|
|
$ |
(1) |
|
|
$ |
18 |
|
| Money market funds and other |
15 |
|
|
67 |
|
|
— |
|
|
— |
|
|
82 |
|
| Nuclear decommissioning trusts: |
|
|
|
|
|
|
|
|
|
Stocks2 |
1,848 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,848 |
|
Fixed Income3 |
874 |
|
|
1,601 |
|
|
— |
|
|
— |
|
|
2,475 |
|
| Short-term investments, primarily cash equivalents |
168 |
|
|
38 |
|
|
— |
|
|
— |
|
|
206 |
|
Subtotal of nuclear decommissioning trusts4 |
2,890 |
|
|
1,639 |
|
|
— |
|
|
— |
|
|
4,529 |
|
| Total assets |
2,905 |
|
|
1,707 |
|
|
18 |
|
|
(1) |
|
|
4,629 |
|
| Liabilities at fair value |
|
|
|
|
|
|
|
|
|
| Derivative contracts |
— |
|
|
35 |
|
|
— |
|
|
(35) |
|
|
— |
|
| Total liabilities |
— |
|
|
35 |
|
|
— |
|
|
(35) |
|
|
— |
|
| Net assets |
$ |
2,905 |
|
|
$ |
1,672 |
|
|
$ |
18 |
|
|
$ |
34 |
|
|
$ |
4,629 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
| (in millions) |
Level 1 |
|
Level 2 |
|
Level 3 |
|
Netting
and
Collateral1
|
|
Total |
| Assets at fair value |
|
|
|
|
|
|
|
|
|
| Derivative contracts |
$ |
— |
|
|
$ |
— |
|
|
$ |
48 |
|
|
$ |
— |
|
|
$ |
48 |
|
| Money market funds and other |
34 |
|
|
22 |
|
|
— |
|
|
— |
|
|
56 |
|
| Nuclear decommissioning trusts: |
|
|
|
|
|
|
|
|
|
Stocks2 |
1,909 |
|
|
— |
|
|
— |
|
|
— |
|
|
1,909 |
|
Fixed Income3 |
981 |
|
|
1,665 |
|
|
— |
|
|
— |
|
|
2,646 |
|
| Short-term investments, primarily cash equivalents |
191 |
|
|
40 |
|
|
— |
|
|
— |
|
|
231 |
|
Subtotal of nuclear decommissioning trusts4 |
3,081 |
|
|
1,705 |
|
|
— |
|
|
— |
|
|
4,786 |
|
| Total assets |
3,115 |
|
|
1,727 |
|
|
48 |
|
|
— |
|
|
4,890 |
|
| Liabilities at fair value |
|
|
|
|
|
|
|
|
|
| Derivative contracts |
— |
|
|
57 |
|
|
— |
|
|
(57) |
|
|
— |
|
| Total liabilities |
— |
|
|
57 |
|
|
— |
|
|
(57) |
|
|
— |
|
| Net assets |
$ |
3,115 |
|
|
$ |
1,670 |
|
|
$ |
48 |
|
|
$ |
57 |
|
|
$ |
4,890 |
|
1Represents the netting of assets and liabilities under master netting agreements and cash collateral.
2Approximately 70% and 71% of SCE's equity investments were in companies located in the United States at March 31, 2026 and December 31, 2025, respectively.
3Includes corporate bonds, which were diversified by the inclusion of collateralized mortgage obligations and other asset backed securities, of $58 million and $60 million at March 31, 2026 and December 31, 2025, respectively.
4Excludes net payables of $72 million and $251 million at March 31, 2026 and December 31, 2025, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.
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) |
2026 |
|
2025 |
| Fair value of net assets at beginning of period |
$ |
48 |
|
|
$ |
212 |
|
| Settlements |
(11) |
|
|
(10) |
|
Total realized/unrealized losses1 |
(19) |
|
|
(46) |
|
| Fair value of net assets at end of period |
$ |
18 |
|
|
$ |
156 |
|
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 2026 and 2025.
The following table sets forth the significant unobservable inputs used to determine fair value for Level 3 assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value (in millions) |
|
Significant Unobservable Input |
|
Range ($ per MWh) |
|
Weighted Average ($ per MWh) |
|
Assets |
|
Liabilities |
|
|
|
| March 31, 2026 |
|
|
|
|
|
|
|
|
|
| CRRs |
$ |
16 |
|
|
$ |
— |
|
|
CAISO CRR auction prices |
|
$(5.28) - $543.10 |
|
$ |
13.74 |
|
| Fin Toll arrangements |
2 |
|
|
— |
|
|
Hourly Forecast Power Prices |
|
(0.27) - 38.90 |
|
13.35 |
|
| December 31, 2025 |
|
|
|
|
|
|
|
|
|
| CRRs |
$ |
43 |
|
|
$ |
— |
|
|
CAISO CRR auction prices |
|
$(5.28) - $14,484.70 |
|
$ |
8.39 |
|
| Fin Toll arrangements |
5 |
|
|
— |
|
|
Hourly Forecast Power Prices |
|
$0.00 - $97.04 |
|
42.16 |
|
Level 3 Fair Value Uncertainty
For CRRs, increases or decreases in CAISO auction prices would result in higher or lower fair value, respectively.
For Fin Toll arrangements, the fair value measurements are sensitive to the spread between daily high and daily low hourly power prices. Increases or decreases in this spread 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 $50 million and $51 million at March 31, 2026 and December 31, 2025, respectively. Assets measured at fair value and classified as Level 2 were immaterial at March 31, 2026 and December 31, 2025. There were no securities classified as Level 3 for Edison International Parent and Other at March 31, 2026 and December 31, 2025.
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, 2026 |
|
December 31, 2025 |
| (in millions) |
Carrying
Value1
|
|
Fair
Value2
|
|
Carrying
Value1
|
|
Fair
Value2
|
| Edison International |
$ |
40,307 |
|
|
$ |
37,660 |
|
|
$ |
37,998 |
|
|
$ |
35,721 |
|
| SCE |
34,945 |
|
|
32,200 |
|
|
33,183 |
|
|
30,744 |
|
1Carrying value is net of debt issuance costs.
2The fair value of long-term debt is classified as Level 2.
Note 5. Debt and Credit Agreements
Long-Term Debt
During the three months ended March 31, 2026, SCE issued the following first and refunding mortgage bonds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Description |
|
Month of Issuance |
|
Rate |
|
Maturity Date |
|
Amount (in millions) |
| Series 2024D |
|
March 2026 |
|
5.15% |
|
2029 |
|
$ |
600 |
|
| Series 2026A |
|
March 2026 |
|
4.80% |
|
2033 |
|
600 |
|
| Total |
|
|
|
|
|
|
|
$ |
1,200 |
|
The proceeds were used to repay commercial paper borrowings and for general corporate purposes.
In February 2026, Edison International Parent issued $550 million of 4.80% senior notes due in 2031. 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, 2026:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (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, 2 |
|
May 2029 |
|
128 |
|
|
$ |
1,500 |
|
|
$ |
643 |
|
|
$ |
— |
|
|
$ |
857 |
|
SCE2 |
|
May 2029 |
|
108 |
|
|
3,350 |
|
|
— |
|
|
2 |
|
|
3,348 |
|
| Total Edison International |
|
$ |
4,850 |
|
|
$ |
643 |
|
|
$ |
2 |
|
|
$ |
4,205 |
|
1At March 31, 2026, Edison International Parent had $641 million outstanding commercial paper, net of a $2 million discount, at a weighted-average interest rate of 4.37%.
2The 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.
Term Loan
In February 2026, SCE entered into a term loan agreement to borrow $1.5 billion maturing in March 2027 with a variable interest rate based on SOFR plus 1.00%. The proceeds were used for general corporate and working capital purposes, including the repayment of all borrowings under the $300 million unsecured term loan agreement, dated as of February 11, 2026.
Uncommitted Letters of Credit
SCE entered into agreements with certain lenders for bilateral unsecured standby letters of credit ("SBLC") with a total capacity of $660 million that is uncommitted and supported by reimbursement agreements. The SBLCs are not subject to any collateral or security requirements. At March 31, 2026, SCE had $100 million outstanding under these agreements, which expire between June 2026 and April 2027.
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, futures, and Fin Toll arrangements. 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 of SCE's derivative contracts contain credit-risk-related contingent features that require posting of collateral upon a downgrade of SCE's credit ratings to below investment grade by one or more major credit rating agencies. If SCE's credit rating were to fall below investment grade, SCE may be required to post additional collateral to cover derivative liabilities and related outstanding payables.
As of March 31, 2026 and December 31, 2025, the fair values of derivative liabilities were immaterial, for which SCE posted collateral of $60 million and $105 million collateral, respectively. If the credit-risk-related contingent features underlying these contracts were triggered on March 31, 2026 and December 31, 2025, SCE would have been required to post an additional $5 million and $3 million of collateral, respectively, most of which is related to outstanding net payables under the contracts.
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, 2026 |
| (in millions) |
Derivative Assets
Short-Term1
|
|
Derivative Liabilities
Short-Term2
|
| Commodity derivative contracts |
|
|
|
| Gross amounts recognized |
$ |
19 |
|
|
$ |
35 |
|
| Gross amounts offset in the condensed consolidated balance sheets |
(1) |
|
|
(1) |
|
| Cash collateral posted |
— |
|
|
(34) |
|
| Net amounts presented in the condensed consolidated balance sheets |
$ |
18 |
|
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
| (in millions) |
Derivative Assets
Short-Term1
|
|
Derivative Liabilities
Short-Term2
|
| Commodity derivative contracts |
|
|
|
| Gross amounts recognized |
$ |
48 |
|
|
$ |
57 |
|
|
|
|
|
| Cash collateral posted |
— |
|
|
(57) |
|
| Net amounts presented in the condensed consolidated balance sheets |
$ |
48 |
|
|
$ |
— |
|
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, 2026, SCE posted $53 million of cash collateral, of which $34 million was offset against derivative liabilities and $19 million was reflected in "Other current assets" on SCE's condensed consolidated balance sheets. At December 31, 2025, SCE posted $66 million of cash collateral, of which $57 million was offset against derivative liabilities and $9 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 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) |
|
|
|
|
2026 |
|
2025 |
| Realized |
|
|
|
|
$ |
(38) |
|
|
$ |
(40) |
|
| Unrealized |
|
|
|
|
(8) |
|
|
(23) |
|
Notional Volumes of Derivative Instruments
The following table summarizes the notional volumes of derivatives used for SCE's economic hedging activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Commodity |
Unit of Measure |
|
Economic Hedges |
| March 31, 2026 |
|
December 31, 2025 |
| Electricity options, swaps and forwards |
Gigawatt hours |
|
6,019 |
|
3,249 |
| Natural gas options, swaps and forwards |
Billion cubic feet |
|
2 |
|
4 |
| Congestion revenue rights |
Gigawatt hours |
|
1,232 |
|
5,566 |
Fin Toll arrangements |
Gigawatt hours |
|
236 |
|
228 |
Note 7. Revenue
The following table is a summary of SCE's revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
| (in millions) |
2026 |
|
2025 |
|
|
|
|
Revenue from contracts with customers1 |
|
|
|
|
|
|
|
| Commercial |
$ |
1,350 |
|
|
$ |
1,548 |
|
|
|
|
|
| Residential |
2,150 |
|
|
1,579 |
|
|
|
|
|
| Other |
550 |
|
|
642 |
|
|
|
|
|
Total revenue from contracts with customer |
4,050 |
|
|
3,769 |
|
|
|
|
|
Alternative revenue program and other2 |
46 |
|
|
33 |
|
|
|
|
|
| Total operating revenue |
$ |
4,096 |
|
|
$ |
3,802 |
|
|
|
|
|
1SCE recorded CPUC revenue based on annual revenue requirement set by a methodology established in the GRC proceeds and FERC revenue authorized through a formula rate. For further information, see Note 1.
2Includes differences between revenues from contracts with customers and authorized levels for certain CPUC and FERC revenues.
At March 31, 2026 and December 31, 2025, SCE's receivables related to contracts from customers were $2.5 billion and $2.7 billion, respectively, which include accrued unbilled revenue of $1.0 billion and $1.2 billion, respectively.
Deferred Revenue
As of March 31, 2026, SCE has deferred revenue of $338 million related to the sale of the use of transfer capability of West of Devers transmission line, of which $13 million and $325 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 in 2021.
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, |
|
2026 |
|
2025 |
| (in millions) |
Amount |
% |
|
Amount |
% |
| Edison International: |
|
|
|
|
|
| Income from operations before income taxes |
$ |
671 |
|
|
|
$ |
1,940 |
|
|
Federal statutory tax rate |
$ |
141 |
|
21.0 |
% |
|
$ |
407 |
|
21.0 |
% |
State income tax, net of federal income tax effect1 |
21 |
|
3.2 |
% |
|
109 |
|
5.6 |
% |
Tax credits |
(15) |
|
(2.2) |
% |
|
(5) |
|
(0.3) |
% |
Other adjustments |
|
|
|
|
|
| Property-related |
(65) |
|
(9.6) |
% |
|
(58) |
|
(2.9) |
% |
Corporate alternative minimum tax |
18 |
|
2.7 |
% |
|
— |
|
— |
% |
| Other |
1 |
|
— |
% |
|
(5) |
|
(0.3) |
% |
| Effective tax rate |
$ |
101 |
|
15.1 |
% |
|
$ |
448 |
|
23.1 |
% |
| SCE: |
|
|
|
|
|
| Income from operations before income taxes |
$ |
776 |
|
|
|
$ |
2,089 |
|
|
Federal statutory tax rate |
$ |
163 |
|
21.0 |
% |
|
$ |
439 |
|
21.0 |
% |
State income tax, net of federal income tax effect1 |
27 |
|
3.5 |
% |
|
117 |
|
5.6 |
% |
Tax credits |
(15) |
|
(1.9) |
% |
|
(5) |
|
(0.2) |
% |
Other adjustments |
|
|
|
|
|
| Property-related |
(65) |
|
(8.4) |
% |
|
(58) |
|
(2.9) |
% |
Corporate alternative minimum tax |
18 |
|
2.3 |
% |
|
— |
|
— |
% |
| Other |
— |
|
— |
% |
|
(5) |
|
(0.2) |
% |
| Effective tax rate |
$ |
128 |
|
16.5 |
% |
|
$ |
488 |
|
23.3 |
% |
1State taxes in California represents substantially all of the tax effect in this category.
The CPUC requires flow-through ratemaking. For SCE, it includes property-related adjustments, the corporate alternative minimum tax, and other temporary differences which reverse over time. These flow-through items increase or decrease SCE's current authorized revenue requirements in rate cases and give rise to regulatory assets or liabilities for deferred income taxes expected to be realized in future periods. Differences between the amounts authorized in SCE's rate cases, adjusted for balancing and memorandum account activity, and flow-through amounts recorded for financial reporting purposes also result in changes to regulatory assets, with a corresponding impact on the effective tax rate, to the extent recovery in future rates is probable. For further information, see Note 11.
The IRA imposed a corporate alternative minimum tax ("CAMT"), which Edison International and SCE are subject to beginning in 2026. Edison International and SCE expect that any CAMT paid will be creditable against future income taxes.
In addition, under the IRA, SCE expects to generate $158 million investment tax credit in future periods related to utility owned storage projects. The associated tax benefits will be recognized and returned to customers as the credits are utilized.
Tax Disputes
The tax years currently open for examination are 2022 – 2025 for the Internal Revenue Service and 2013 – 2018 and 2021 – 2025 for the Franchise Tax Board.
Income Taxes Paid
SCE makes tax-allocation payments to Edison International under the applicable tax-allocation agreement. It does not make payments to the tax authorities directly.
No income tax payments were made, or refunds were received, by Edison International or SCE during the three months ended March 31, 2026 and 2025.
Note 9. Compensation and Benefit Plans
Pension Plans
Net periodic pension expense components are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
|
|
| (in millions) |
2026 |
|
2025 |
|
|
|
|
| Edison International: |
|
|
|
|
|
|
|
| Service cost |
$ |
25 |
|
|
$ |
23 |
|
|
|
|
|
| Non-service cost (benefit) |
|
|
|
|
|
|
|
| Interest cost |
48 |
|
|
48 |
|
|
|
|
|
| Expected return on plan assets |
(61) |
|
|
(58) |
|
|
|
|
|
Amortization of net loss1 |
1 |
|
|
— |
|
|
|
|
|
| Regulatory adjustment |
(5) |
|
|
(7) |
|
|
|
|
|
Total non-service benefit2 |
(17) |
|
|
(17) |
|
|
|
|
|
| Total expense |
$ |
8 |
|
|
$ |
6 |
|
|
|
|
|
| SCE: |
|
|
|
|
|
|
|
| Service cost |
$ |
24 |
|
|
$ |
23 |
|
|
|
|
|
| Non-service cost (benefit) |
|
|
|
|
|
|
|
| Interest cost |
45 |
|
|
44 |
|
|
|
|
|
| Expected return on plan assets |
(58) |
|
|
(55) |
|
|
|
|
|
Amortization of net loss1 |
1 |
|
|
— |
|
|
|
|
|
| Regulatory adjustment |
(5) |
|
|
(7) |
|
|
|
|
|
Total non-service benefit2 |
(17) |
|
|
(18) |
|
|
|
|
|
| Total expense |
$ |
7 |
|
|
$ |
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) |
2026 |
|
2025 |
|
|
|
|
| Service cost |
$ |
3 |
|
|
$ |
3 |
|
|
|
|
|
| Non-service cost (benefit) |
|
|
|
|
|
|
|
| Interest cost |
10 |
|
|
10 |
|
|
|
|
|
| Expected return on plan assets |
(29) |
|
|
(27) |
|
|
|
|
|
| Amortization of net gain |
(15) |
|
|
(20) |
|
|
|
|
|
| Regulatory adjustment |
26 |
|
|
34 |
|
|
|
|
|
Total non-service benefit1 |
(8) |
|
|
(3) |
|
|
|
|
|
| Total earnings |
$ |
(5) |
|
|
$ |
— |
|
|
|
|
|
1Included in "Other income, net" on Edison International's and SCE's condensed consolidated statements of income.
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 Maturity Dates |
|
March 31, 2026 |
|
December 31, 2025 |
|
March 31, 2026 |
|
December 31, 2025 |
| Municipal bonds |
2067 |
|
$ |
720 |
|
|
$ |
718 |
|
|
$ |
841 |
|
|
$ |
899 |
|
| Government and agency securities |
2074 |
|
1,121 |
|
|
1,149 |
|
|
1,246 |
|
|
1,367 |
|
| Corporate bonds |
2072 |
|
347 |
|
|
315 |
|
|
388 |
|
|
380 |
|
Short-term investments and receivables/(payables)1 |
One-year |
|
188 |
|
|
200 |
|
|
134 |
|
|
(20) |
|
| Total debt securities and other |
|
|
$ |
2,376 |
|
|
$ |
2,382 |
|
|
2,609 |
|
|
2,626 |
|
| Equity securities |
|
|
|
|
|
|
1,848 |
|
|
1,909 |
|
Total2 |
|
|
|
|
|
|
$ |
4,457 |
|
|
$ |
4,535 |
|
1As of March 31, 2026 and December 31, 2025, short-term investments included $22 million and $27 million of repurchase agreement payable by financial institutions which earned interest, were fully secured by U.S. Treasury securities, and mature by April 1, 2026 and January 2, 2026, respectively.
2Represents amounts before reduction for deferred tax liabilities on net unrealized gains of $433 million and $455 million as of March 31, 2026 and December 31, 2025, 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 $1.9 billion and $2.0 billion at March 31, 2026 and December 31, 2025, respectively.
The following table summarizes the gains and losses for the trust investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, |
| (in millions) |
|
|
|
|
2026 |
|
2025 |
| Gross realized gains |
|
|
|
|
$ |
10 |
|
|
$ |
24 |
|
| Gross realized losses |
|
|
|
|
(3) |
|
|
(1) |
|
| Net unrealized losses for equity securities |
|
|
|
|
(63) |
|
|
(60) |
|
Due to regulatory mechanisms, changes in the assets of the trusts from income or loss items do not materially affect earnings.
Note 11. Regulatory Assets and Liabilities
Regulatory Assets
SCE's regulatory assets included on the condensed consolidated balance sheets are:
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
March 31, 2026 |
|
December 31, 2025 |
| Current: |
|
|
|
| Regulatory balancing and memorandum accounts |
$ |
2,607 |
|
|
$ |
3,246 |
|
| Other |
53 |
|
|
44 |
|
| Total current |
2,660 |
|
|
3,290 |
|
| Long-term: |
|
|
|
| Deferred income taxes |
6,547 |
|
|
6,427 |
|
| Unamortized investments, net of accumulated amortization |
123 |
|
|
126 |
|
| Unamortized losses on reacquired debt |
76 |
|
|
79 |
|
| Regulatory balancing and memorandum accounts |
2,809 |
|
|
2,843 |
|
| Environmental remediation |
212 |
|
|
213 |
|
| Recovery assets |
3,072 |
|
|
3,092 |
|
| Other |
172 |
|
|
180 |
|
| Total long-term |
13,011 |
|
|
12,960 |
|
| Total regulatory assets |
$ |
15,671 |
|
|
$ |
16,250 |
|
For more information, see Note 11 of the 2025 Form 10-K.
Regulatory Liabilities
SCE's regulatory liabilities included on the condensed consolidated balance sheets are:
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
March 31, 2026 |
|
December 31, 2025 |
| Current: |
|
|
|
| Regulatory balancing and memorandum accounts |
$ |
321 |
|
|
$ |
1,139 |
|
|
|
|
|
| Other |
33 |
|
|
19 |
|
| Total current |
354 |
|
|
1,158 |
|
| Long-term: |
|
|
|
| Costs of removal |
2,865 |
|
|
2,737 |
|
| Deferred income taxes |
2,139 |
|
|
2,126 |
|
| Recoveries in excess of ARO liabilities |
1,968 |
|
|
2,057 |
|
| Regulatory balancing and memorandum accounts |
2,028 |
|
|
1,842 |
|
| Pension and other postretirement benefits |
1,835 |
|
|
1,829 |
|
| Other |
35 |
|
|
36 |
|
| Total long-term |
10,870 |
|
|
10,627 |
|
| Total regulatory liabilities |
$ |
11,224 |
|
|
$ |
11,785 |
|
For more information, see Note 11 of the 2025 Form 10-K.
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, 2026 |
|
December 31, 2025 |
| Asset (liability) |
|
|
|
| Energy procurement related costs |
$ |
445 |
|
|
$ |
589 |
|
| Public purpose and energy efficiency |
(2,119) |
|
|
(2,054) |
|
GRC-related balancing accounts1 |
2,057 |
|
|
1,945 |
|
| FERC-related balancing accounts |
190 |
|
|
204 |
|
Wildfire risk mitigation and insurance2 |
334 |
|
|
289 |
|
Wildfire and drought restoration3 |
229 |
|
|
215 |
|
| Woolsey Settlement cost recovery |
1,794 |
|
|
1,766 |
|
| Tax accounting memorandum account |
(28) |
|
|
(3) |
|
| Other |
165 |
|
|
157 |
|
| Assets, net of liabilities |
$ |
3,067 |
|
|
$ |
3,108 |
|
1 The GRC-related balancing accounts primarily consist of the base revenue requirement balancing account ("BRRBA"), the vegetation management balancing account ("VMBA"), the Wildfire Risk Mitigation balancing account ("WRMBA") and the risk management balancing account ("RMBA").
The 2025 GRC decision approved the establishment of a two-way Grid Hardening Balancing Account to track the difference between the actual Targeted Undergrounding Program and Rapid Earth Fault Current Limiter costs up to the approved mile limit and the authorized amounts, with spending in excess of 110% of authorized amounts subject to reasonableness review. Additionally, the final decision authorized SCE to establish a memorandum account to track and record capital expenditures above the amounts authorized to support SCE's grid readiness for future transportation electrification demand, with cost recovery subject to reasonableness review.
2 The wildfire risk mitigation and insurance regulatory assets represent wildfire-related costs that are probable of future recovery from customers, subject to a reasonableness review. The Wildfire Expense Memorandum Account ("WEMA") is used to track incremental wildfire insurance costs and uninsured wildfire-related financing, legal and claim costs related to the Other Wildfire Events that SCE believes are probable of recovery. See Note 12 for further details. The Wildfire Mitigation Plan Memorandum Account is used to track costs incurred to implement SCE's wildfire mitigation plan that are not currently reflected in SCE's revenue requirements. The Fire Risk Mitigation Memorandum Account is used to track costs related to the reduction of fire risk that are incremental to costs approved for recovery in SCE's GRCs that are not tracked in any other wildfire-related memorandum account.
3 The wildfire and drought restoration regulatory assets represent restoration costs that are recorded in a Catastrophic Event Memorandum Account.
Note 12. Commitments and Contingencies
Indemnities
Edison International and SCE have agreed to provide indemnification 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, all of which are subject to uncertainties. 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 and greater concentrations of residents in high-fire risk areas, among other things, 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.
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 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 claims, may require estimated losses to be accrued under accounting standards.
Estimates and Assumptions
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: volume of claims, damages asserted and associated loss, opinions of counsel regarding litigation risk, the status of and developments in the course of litigation, prior experience litigating and settling wildfire litigation claims, the amount of insurance that may offset losses, and estimating contributory liabilities from third parties who may be responsible for portions of loss.
Estimated losses for wildfire litigation are based on a number of assumptions and are subject to change as additional information becomes available. 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 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 and potential plaintiffs, uncertainties related to litigation processes, including whether potential 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, 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.
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 21, 2026, in addition to the outstanding claims of approximately 70 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, except for one indemnification claim.
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. Once SCE has settled all individual plaintiff claims in the TKM litigation that impact the corresponding cross-claims, SCE intends to appeal certain procedural issues to maintain its ability to pursue the cross-claims.
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 21, 2026, SCE has entered into settlements with approximately 13,800 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.
Other Wildfire Events
SCE has settled substantially all of the claims that were filed against it related to the 2017 Creek Fire, the 2020 Bobcat Fire, and the 2020 Silverado Fire and does not expect to incur additional losses in excess of amounts accrued for each such fire. 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, 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.
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 firefighters. 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 conducted an investigation with respect to the Saddle Ridge Fire and issued an undated report listing alleged violations of CPUC General Orders by SCE and noting that the alleged violations, under certain circumstances, could have led to a fire ignition. Multiple lawsuits related to the Saddle Ridge Fire were filed by plaintiffs naming SCE as defendant. An inverse condemnation bench trial in the Saddle Ridge Fire litigation has been set for October 2026. SCE has accrued charges for potential losses relating to the Saddle Ridge 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 a 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 and issued a notice of violation in 2025. SCE has settled subrogation plaintiff claims and claims brought by the County of Orange related to the Coastal Fire. Individual plaintiffs have also filed complaints against SCE related to the Coastal Fire. As of April 21, 2026, no trials are scheduled 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 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 alleged violations of the SED's rules and regulations, including SCE's failure post-fire to comply with clearance requirements with respect to its electrical conductor. SCE has settled subrogation plaintiff claims related to the Fairview Fire. A jury trial in the Fairview Fire individual plaintiff litigation has been set for June 2026. 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 to both residential and business properties 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 due to a number of contributing factors 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. An additional fatality has also been reported to be attributed to the Eaton Fire. 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 and the SED is conducting an investigation with respect to the Eaton Fire. Edison International and SCE are also aware of an ongoing investigation by the Los Angeles District Attorney's Office of the Eaton Fire for the purpose of determining whether any criminal violations have occurred. SCE could be subject to material fines, penalties, or restitution if it is determined that it failed to comply with applicable laws and regulations. SCE is not aware of any basis for felony liability with regards to the Eaton Fire.
Multiple lawsuits related to the Eaton Fire have been initiated against SCE. 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 21, 2026, SCE was aware of approximately 2,000 lawsuits related to the Eaton Fire: representing lawsuits by approximately 30,000 individual plaintiffs and also lawsuits by subrogation plaintiffs and public entity plaintiffs. A bellwether jury trial in the Eaton Fire litigation has been set for January 2027.
SCE's internal review into the facts and circumstances of the Eaton Fire is complex and ongoing. SCE's review includes ongoing inspections of its facilities and records and of third-party information and testing. While SCE has not conclusively determined that its equipment caused the ignition of the Eaton Fire, a viable explanation is that a de-energized idle SCE transmission facility in the preliminary area of origin was associated with the ignition of the fire and SCE is not aware of evidence pointing to another possible source of ignition. Absent additional evidence, SCE believes that it is likely that its equipment could have been associated with the ignition of the Eaton Fire and is pursuing settlement of claims through its Wildfire Recovery Compensation Program.
SCE has entered into settlements with insurance claimants and individual and business claimants under its Wildfire Recovery Compensation Program related to the Eaton Fire. In total, as of March 31, 2026, SCE had recorded $1.3 billion in losses related to these settlements. SCE also recorded expected recoveries from customer-funded self-insurance of $917 million, from the Wildfire Fund of $295 million, and through FERC electric rates of $70 million. See "—Settlement of Claims," "—Accrued Losses" and "—Recoveries" below for further details.
No admission of wrongdoing or liability was made in reaching the settlements described above and the claimants party to the settlements have agreed to release SCE and Edison International from all claims and potential claims related to or arising from the Eaton Fire.
In light of pending litigation, it is probable that Edison International and SCE will incur additional material losses in connection with the Eaton Fire. Given, among other things, the complexities associated with estimating damages, the large number and varying types of claims and the interrelationship among the claims, uncertainties related to the sufficiency of insurance held by plaintiffs and potential plaintiffs, and uncertainties related to litigation processes and the Wildfire Recovery Compensation Program, Edison International and SCE are currently unable to reasonably estimate a range of losses that may be incurred in connection with the Eaton Fire.
Settlement of Claims
The following table presents settlements paid.
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
Inception to March 31, 2026 |
Three months ended March 31, 2026 |
|
|
| 2017/2018 Wildfire/Mudslide Events |
$ |
9,697 |
|
$ |
9 |
|
|
|
| Other Wildfire Events |
966 |
|
23 |
|
|
|
Eaton Fire |
280 |
|
43 |
|
|
|
| Total |
$ |
10,943 |
|
$ |
75 |
|
|
|
Edison International and SCE have not admitted wrongdoing or liability as part of any settlements related to the 2017/2018 Wildfire/Mudslide Events, the Other Wildfire Events, or the Eaton Fire. SCE continues to explore reasonable settlement opportunities with plaintiffs in outstanding wildfire litigation.
Accrued Losses
The following table presents changes in accrued losses since December 31, 2025.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
2017/2018 Wildfire/Mudslide Events |
Other Wildfire Events |
Eaton Fire |
Total |
| Balance at December 31, 2025 |
$ |
192 |
|
$ |
217 |
|
$ |
897 |
|
$ |
1,306 |
|
| Increase in accrued losses |
— |
|
1 |
|
161 |
|
162 |
|
| Amounts paid |
(9) |
|
(23) |
|
(43) |
|
(75) |
|
Balance at March 31, 2026 |
$ |
183 |
|
$ |
195 |
|
$ |
1,015 |
|
$ |
1,393 |
|
Edison International's and SCE's condensed consolidated balance sheets included fixed payments to be made under settlements and accrued estimated losses presented in the tables below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
2017/2018 Wildfire/Mudslide Events |
Other Wildfire Events |
Eaton Fire |
Total |
|
Current portion of wildfire-related claims liabilities1 |
$ |
32 |
|
$ |
1 |
|
$ |
523 |
|
$ |
556 |
|
|
Long term wildfire-related claims liabilities2 |
151 |
|
194 |
|
492 |
|
837 |
|
|
Total balance at March 31, 2026 |
$ |
183 |
|
$ |
195 |
|
$ |
1,015 |
|
$ |
1,393 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| (in millions) |
2017/2018 Wildfire/Mudslide Events |
Other Wildfire Events |
|
Eaton Fire |
Total |
Current portion of wildfire-related claims liabilities1 |
$ |
31 |
|
$ |
4 |
|
|
$ |
550 |
|
$ |
585 |
|
Long term wildfire-related claims liabilities2 |
161 |
213 |
|
347 |
|
721 |
|
Total balance at December 31, 2025 |
$ |
192 |
|
$ |
217 |
|
|
$ |
897 |
|
$ |
1,306 |
|
1At March 31, 2026, current liabilities related to 2017/2018 Wildfire/Mudslide Events consisted of $6 million of settlements executed and $26 million of short-term payables under the SED Agreement. At December 31, 2025, current liabilities related to 2017/2018 Wildfire/Mudslide Events consisted of $6 million of settlements executed and $25 million of short-term payables under the SED Agreement.
2At March 31, 2026, long-term wildfire-related claims related to 2017/2018 Wildfire/Mudslide Events consisted of $14 million of long-term payables under the SED Agreement and $137 million of estimate of expected losses for remaining alleged and potential claims. At December 31, 2025, long-term wildfire-related claims related to 2017/2018 Wildfire/Mudslide Events consisted of $17 million of long-term payables under the SED Agreement and $144 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 the Other Wildfire Events as no amount within the range of reasonably possible losses for the Other Wildfire Events appears, at this time, to be a better estimate than any other amount within the range.
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. 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, as losses from these alleged and potential claims are not estimable at this time.
While SCE recorded losses related to settlements that have been entered into related to the Eaton Fire, Edison International and SCE are currently unable to reasonably estimate a range of losses that may be incurred in connection with the Eaton Fire.
For the three months ended March 31, 2026 and 2025, SCE recorded wildfire-related claims, net of expected recoveries as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended March 31, 2026 |
| (in millions) |
|
Other Wildfire Events |
Eaton Fire |
Total |
| Wildfire-related claims |
|
$ |
1 |
|
$ |
161 |
|
$ |
162 |
|
Reversal of expected recoveries from insurance and third parties |
|
39 |
|
— |
|
39 |
|
|
|
|
|
|
| Expected recoveries from Wildfire Fund |
|
— |
|
(161) |
|
(161) |
|
Expected recoveries from CPUC customers |
|
(47) |
|
— |
|
(47) |
|
Expected recoveries from FERC customers |
|
(3) |
|
— |
|
(3) |
|
Total pre-tax (gain)/charge |
|
(10) |
|
— |
|
(10) |
|
Income tax expense/(benefit) |
|
3 |
|
— |
|
3 |
|
Total after-tax (gain)/charge |
|
$ |
(7) |
|
$ |
— |
|
$ |
(7) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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) |
|
1For the three months ended March 31, 2025, EIS incurred $50 million insurance expenses, which consisted of $47 million of wildfire claims and $3 million of related legal costs.
In total, through March 31, 2026, SCE has recorded losses of $12.3 billion, expected recoveries from insurance and third parties of $2.8 billion, expected recoveries through electric rates of $3.6 billion, expected recoveries from customer-funded wildfire self-insurance of $0.9 billion, and expected recoveries from the Wildfire Fund of $0.3 billion related to the 2017/2018 Wildfire/Mudslide Events, the Other Wildfire Events, and the Eaton Fire. The after-tax net charges to earnings recorded through March 31, 2026, have been $3.4 billion.
Recoveries
Wildfire-related losses that Edison International or SCE incurs may be recovered from insurance, including customer-funded wildfire self-insurance, third-parties, the Wildfire Fund and through electric rates. Fines and penalties incurred in connection with a wildfire are not recoverable from insurance, the Wildfire Fund or through electric rates.
The following tables summarize expected recoveries from insurance and third parties, the Wildfire Fund, and through electric rates for the Other Wildfire Events and the Eaton Fire as of March 31, 2026 and December 31, 2025. For recoveries related to the 2017/2018 Wildfire/Mudslide Events, see below discussion in "—Recoveries through Electric Rates."
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31, 2026 |
| (in millions) |
|
Other Wildfire Events |
Eaton Fire |
Total |
| Expected recoveries from customer-funded wildfire self-insurance |
|
$ |
— |
|
$ |
682 |
|
$ |
682 |
|
Long-term receivables from insurance and third parties |
|
170 |
|
— |
|
170 |
|
Long-term receivables from Wildfire Fund recoveries1 |
|
— |
|
295 |
|
295 |
|
| FERC-related balancing accounts |
|
13 |
|
61 |
|
74 |
|
| CPUC-regulatory assets |
|
146 |
|
— |
|
146 |
|
| Total |
|
$ |
329 |
|
$ |
1,038 |
|
$ |
1,367 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2025 |
|
| (in millions) |
|
Other Wildfire Events |
Eaton Fire |
Total |
|
| Expected recoveries from customer-funded wildfire self-insurance |
|
$ |
— |
|
$ |
709 |
|
$ |
709 |
|
|
Long-term receivables from insurance and third parties |
|
237 |
— |
|
237 |
|
|
| Long-term receivables from Wildfire Fund recoveries |
|
— |
|
134 |
|
134 |
|
|
| FERC-related balancing accounts |
|
20 |
|
70 |
|
90 |
|
|
| CPUC-regulatory assets |
|
96 |
|
— |
|
96 |
|
|
| Total |
|
$ |
353 |
|
$ |
913 |
|
$ |
1,266 |
|
|
1As of March 31, 2026, no amounts have been recovered from the Wildfire Fund.
Recoveries through Insurance
Edison International and SCE record a receivable for insurance recoveries when recovery of a recorded loss is determined to be probable. 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. SCE exhausted self-insurance recoveries available for losses related to the Eaton Fire as a result of costs incurred and settlements entered into as of February 11, 2026.
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 recovered $2.0 billion from its insurance carriers in relation to the claims related to the 2017/2018 Wildfire/Mudslide Events and $18 million related to the Creek Fire. Additional insurance was not available for the Creek Fire because wildfire insurance for the period in which the fire was ignited was 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.
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 16 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 condensed 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.
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. From 2025 through 2028, approximately $300 million would be collected annually, subject to revenue requirement adjustments, until a total available self-insurance accrual amount of $1.0 billion is achieved. In 2025, SCE collected $300 million through CPUC-jurisdictional rates in support of its customer-funded wildfire self-insurance program.
SCE has $1.0 billion of customer-funded self-insurance coverage available for wildfires ignited between January 1, 2025 and December 31, 2025, primarily the Eaton Fire, subject to up to a maximum shareholder contribution of $12.5 million.
SCE has $1.0 billion of customer-funded self-insurance coverage available for wildfires ignited between January 1, 2026 and December 31, 2026 under its self-insurance program described below, subject to up to a maximum possible shareholder contribution of $12.5 million. SCE's self-insurance program meets its obligation to maintain reasonable insurance coverage under the California Wildfire Legislation for the January 1, 2026 through December 31, 2026 period.
When 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 contribution of $12.5 million per policy year. As a result of accrued losses related to the Eaton Fire, in April 2026 the CPUC approved SCE's request to adjust revenue requirements to be collected from customers from $274 million to $650 million for 2026. As of March 31, 2026, SCE collected $68 million through CPUC-jurisdictional rates for SCE's customer-funded wildfire self-insurance program and is authorized to collect an additional $429 million through December 31, 2026 with the remaining $153 million expected to be collected in 2027, subject to regulatory balancing account adjustments.
Recoveries through Electric Rates
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. The CPUC and FERC may not allow SCE to recover uninsured losses through electric rates, including by FERC requiring refund of amounts recovered, if it is determined that such losses were not prudently incurred. SCE utilizes objectively determinable evidence to form its view on the probability of future recovery and refund.
CPUC recoveries pre-AB 1054
The only 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.
Under the TKM Settlement Agreement approved by the CPUC in January 2025, 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 2025, SCE recorded a regulatory asset for recoveries authorized under the TKM Settlement Agreement. 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.
Under the Woolsey Settlement Agreement approved by the CPUC in December 2025, SCE is authorized to recover 35%, or approximately $2.0 billion, of approximately $5.6 billion of losses, consisting of approximately $1.6 billion of uninsured claims paid as of May 31, 2025, and $0.4 billion of costs, comprised of legal costs paid as of May 31, 2025, and estimated ongoing financing costs. SCE is also authorized to recover 35% of losses paid after May 31, 2025. SCE’s requests for recovery exclude $250 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 2025, SCE recorded a regulatory asset for recoveries authorized under the Woolsey Settlement Agreement. SCE was also authorized to recover approximately $71 million of approximately $84 million in incremental restoration costs, inclusive of operations and maintenance expenses, incurred related to the Woolsey Fire.
In the Woolsey Settlement Agreement, SCE also waived its right to seek recovery of uninsured losses tracked in a Wildfire Expense Memorandum Account and incurred in connection with fires that ignited prior to July 12, 2019, the date AB 1054 was adopted, including the Creek Fire. SCE estimates that the waived pre-AB 1054 losses are approximately $157 million.
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.
The Eaton Fire and 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 received a decision on 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 wildfire events occurring after the adoption of 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. Evidence that SCE may consider in its evaluation includes, among other factors, its status as a holder of a valid safety certification, the legislative intent of AB 1054, facts and other evidence known to date related to the ignition, and any regulatory decisions on wildfire cost recovery, including those illustrating the interpretation and/or application of the prudency framework under the California Wildfire Legislation. The CPUC may not allow SCE to recover uninsured losses related to the 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, the Other Wildfire Events, and the Eaton Fire. In total, as of March 31, 2026, SCE's recoveries received since inception, and expected to be received through FERC electric rates, were $440 million related to the 2017/2018 Wildfire/Mudslide Events, $23 million related to the Other Wildfire Events, and $70 million related to the Eaton Fire. FERC recoveries are subject to refund, and SCE will continue to evaluate the probability of recovery and refund obligations of FERC-jurisdictional costs related to the 2017/2018 Wildfire/Mudslide Events, the Other Wildfire Events, and the Eaton Fire 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.
Recoveries through the Wildfire Fund
SCE has advised the administrator of the Wildfire Fund that it anticipates seeking reimbursement of eligible claims arising from the Eaton Fire from the Initial Account and the administrator has confirmed that the Eaton Fire is a "covered wildfire" for purposes of accessing the Initial Account. SCE will be reimbursed for losses incurred in excess of $1.0 billion for eligible claims for third-party damages related to the Eaton Fire from the Initial Account, subject to approval of the fund administrator and the Initial Account's claims-paying capacity.
The fund administrator has reported that, as of September 30, 2025, the fund's claim paying capacity for the Eaton Fire exceeds $21 billion. Edison International and SCE record a receivable for recoveries from the Wildfire Fund when recovery of a recorded loss from the fund is determined to be probable.
SCE will file an application with the CPUC for review of its costs and expenses related to the Eaton Fire after it has resolved all or, if authorized by the CPUC, substantially all third-party damage claims related to the fire, or upon earlier request of the fund administrator. The CPUC will determine the prudency of SCE's ignition-related conduct in a formal proceeding. If the CPUC finds that SCE's conduct related to the ignition of the Eaton Fire was not prudent, SCE will be required to reimburse the Initial Account only for amounts disallowed by the CPUC up to the applicable Liability Cap of approximately $4.3 billion, unless the fund administrator finds that SCE's actions or inactions relative to the ignition of the Eaton Fire constitute conscious or willful disregard of the rights and safety of others, in which case SCE will be required to reimburse the Initial Account for withdrawn amounts that the CPUC disallowed. For further discussion of SCE's reimbursement obligations see Note 1.
SCE will be able to seek recovery of prudently incurred uninsured wildfire costs not covered by the Initial Account, assessed under the prudency standard clarified under AB 1054, through electric rates.
Environmental Remediation
SCE records its environmental remediation 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 low end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
At March 31, 2026, SCE's recorded estimated minimum liability to remediate its 19 identified material sites (sites with a liability balance at March 31, 2026, in which the upper end of the range of expected costs is at least $1 million) was $217 million, including $147 million related to San Onofre. In addition to these sites, SCE also has 14 immaterial sites with a liability balance as of March 31, 2026, for which the total minimum recorded liability was $5 million. Of the $222 million total environmental remediation liability for SCE, $212 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 $178 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 approximately 35 years, though some sites may require a longer time period. Remediation costs for each of the next five years are expected to range from $7 million to $21 million. Costs incurred for the three months ended March 31, 2026 and 2025 were $2 million and $4 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 $15 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
The Edison International Board of Directors authorizes stock repurchase programs to repurchase common stock. These programs are intended to offset dilution from common stock issued under Edison International's long-term incentive compensation programs and are funded using Edison International's working capital. The timing and the amount of any repurchases of common stock will be determined by Edison International's management based on their evaluation of market conditions and other factors. Repurchases may be executed through 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 programs do not obligate Edison International to acquire any particular amount of common stock, and may be suspended or discontinued at any time at its discretion.
In December 2025, the Edison International Board of Directors authorized a program that provides for the repurchase of up to $70 million of common stock from February 20, 2026 to March 2, 2027 (the "2026 Share Repurchase Program").
In December 2024, the Edison International Board of Directors authorized a program for repurchase of up to $75 million of its common stock from February 2025 until February 2026 (the "2025 Share Repurchase Program").
During the three months ended March 31, 2026, Edison International repurchased and retired 397,631 shares under the 2025 and 2026 Repurchase Programs. As of March 31, 2026, $60 million of common stock remained for repurchase under the 2026 Repurchase Program.
Preferred Stock
In the first quarter of 2026, Edison International redeemed all remaining shares of its Series A Preferred Stock and repurchased 4,434 shares of its Series B Preferred Stock for $414 million and $4 million, respectively. Edison International recorded a $5 million loss on the repurchase and redemption of the preferred stocks, which was reflected in "Preferred stock dividend requirements of Edison International" on the condensed consolidated statements of income.
Preference Stock of SCE
In March 2026, SCE redeemed all remaining shares of its Series K for $119 million. SCE recorded a $3 million loss on the redemption of the preference stock, and the loss was reflected in "Preference stock dividend requirements" on the condensed consolidated statements of income.
Note 14. Other Income, Net
Other income net of expenses is as follows:
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|
Three months ended March 31, |
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|
| (in millions) |
2026 |
|
2025 |
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|
|
| SCE other income (expense): |
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|
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|
|
|
| Equity AFUDC |
$ |
56 |
|
|
$ |
46 |
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|
|
|
|
|
|
|
|
| Increase in cash surrender value of life insurance policies and life insurance benefits |
10 |
|
|
10 |
|
|
|
|
|
|
|
|
|
| Interest income |
41 |
|
|
43 |
|
|
|
|
|
|
|
|
|
| Net periodic benefit income – non-service components |
25 |
|
|
21 |
|
|
|
|
|
|
|
|
|
| Civic, political and related activities and donations |
(8) |
|
|
(5) |
|
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|
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|
| Other |
(3) |
|
|
(4) |
|
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|
|
|
|
| Total SCE other income, net |
121 |
|
|
111 |
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| Other income (expense) of Edison International Parent and Other: |
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| Net loss on equity securities |
— |
|
|
(6) |
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| Interest income and other |
— |
|
|
2 |
|
|
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|
| Total Edison International other income, net |
$ |
121 |
|
|
$ |
107 |
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|
|
|
|
|
Note 15. Supplemental Cash Flows Information
Supplemental cash flows information is:
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|
Edison International |
|
SCE |
|
Three months ended March 31, |
| (in millions) |
2026 |
|
2025 |
|
2026 |
|
2025 |
| Cash payments: |
|
|
|
|
|
|
|
| Interest, net of amounts capitalized |
$ |
471 |
|
|
$ |
372 |
|
|
$ |
411 |
|
|
$ |
337 |
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|
| Non-cash financing and investing activities: |
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|
| Dividends declared but not paid: |
|
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|
|
|
|
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| Common stock |
338 |
|
|
319 |
|
|
430 |
|
|
430 |
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|
|
|
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|
SCE's accrued capital expenditures at March 31, 2026 and 2025 were $878 million and $731 million, respectively. Accrued capital expenditures are included in investing activities in the condensed consolidated statements of cash flows in the period paid.
Note 16. Related-Party Transactions
SCE purchased wildfire liability insurance from EIS prior to its customer-funded wildfire self-insurance, which was implemented in July 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 $118 million and $226 million at March 31, 2026 and December 31, 2025, respectively.
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 2026. 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 2026 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 2025 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 21, 2026, in addition to the outstanding claims of approximately 70 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 and subrogation plaintiffs' claims related to the 2017/2018 Wildfire/Mudslide Events, except for one indemnification claim. 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 21, 2026, SCE was aware of 10 pending unsettled lawsuits representing 22 individual plaintiffs related to the Thomas and Koenigstein Fires and the Montecito Mudslides naming SCE as a defendant. 4 of the 10 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 court has denied class certification in the one lawsuit that was filed as a purported class action and plaintiffs have appealed the denial. 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 21, 2026, seven opt-in plaintiff households’ damages-only trials are scheduled in 2026 and 2027.
As of April 21, 2026, SCE was aware of 21 currently pending unsettled lawsuits representing 49 individual plaintiffs related to the Woolsey Fire naming SCE as a defendant. 17 of the 21 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 21, 2026, a damages and liability trial with Cal OES is currently set for October 2026. Two opt-in plaintiff households’ damages-only trials are scheduled in August and September 2026.
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.
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 due to a number of contributing factors under conditions of an extreme Santa Ana windstorm.
Multiple lawsuits related to the Eaton Fire have been initiated against SCE. 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 21, 2026, SCE was aware of approximately 2,000 currently pending unsettled lawsuits related to the Eaton Fire: representing lawsuits by approximately 30,000 individual plaintiffs, lawsuits by subrogation plaintiffs and lawsuits by public entity plaintiffs, including the United States of America, the County of Los Angeles, the City of Pasadena and the City of Sierra Madre, related to the Eaton Fire. A bellwether jury trial in the Eaton Fire litigation has been set for January 2027. In January 2026, SCE filed a cross-complaint against certain public and private entities whose actions or inaction may have caused, contributed to or exacerbated the losses that resulted from the fire. Several of the cross-complaint defendants have filed motions challenging SCE’s cross-complaint. The hearings on these motions are set for May and June 2026.
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 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 Series A Preferred Stock, Series B Preferred Stock, and common stock made by or on behalf of Edison International in the first quarter of 2026. For further information about Edison International's common stock repurchase programs, see "Notes to Condensed Consolidated Financial Statements—Note 13 Equity."
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Series |
(a) Total
Number of Shares (or Units Purchased)1, 2
|
(b) Average Price Paid per Share (or Unit) |
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs3, 4 |
(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs3, 4 |
January 1, 2026 to January 31, 2026 |
Series A Preferred Stock |
— |
— |
— |
— |
Series B Preferred Stock |
4,434 |
$ |
1,009.44 |
|
— |
— |
Common Stock |
240,792 |
$ |
59.97 |
|
240,792 |
$ |
28,296,906.00 |
|
February 1, 2026 to February 28, 2026 |
Series A Preferred Stock |
— |
— |
— |
— |
| Series B Preferred Stock |
— |
— |
— |
— |
Common Stock |
28,832 |
$ |
70.77 |
|
28,832 |
$ |
61,429,872.00 |
|
March 1, 2026 to March 31, 2026 |
Series A Preferred Stock |
414,342 |
$ |
1,026.88 |
|
— |
— |
| Series B Preferred Stock |
— |
— |
— |
— |
Common Stock |
128,007 |
$ |
74.81 |
|
128,007 |
$ |
59,524,117.00 |
|
| Total |
Series A Preferred Stock |
414,342 |
$ |
1,026.88 |
|
— |
— |
| Series B Preferred Stock |
4,434 |
$ |
1,009.44 |
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— |
| Common Stock |
397,631 |
$ |
65.53 |
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397,631 |
$ |
59,524,117.00 |
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1In January 2026, Edison International repurchased 4,434 shares of its Series B Preferred Stock in a privately negotiated bilateral transaction, which occurred outside of and subsequent to its December 2025 tender offer.
2In March 2026, Edison International redeemed 414,342 shares of its Series A Preferred Stock at a price of $1,000 per share, plus accrued dividends, in accordance with the terms of the Series A Preferred Stock upon its first call date.
3Purchases were made pursuant to Edison International's 2025 Share Repurchase Program disclosed in its 2024 Form 10-K.
4Purchases were made pursuant to Edison International's 2026 Share Repurchase Program disclosed in the 2025 Form 10-K.
OTHER INFORMATION
Trading Plans
During the quarter ended March 31, 2026, 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).
EXHIBITS
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Description |
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10.1* |
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10.2** |
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10.3** |
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| 31.1 |
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| 31.2 |
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| 32.1 |
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| 32.2 |
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| 101.1 |
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Financial statements from the quarterly report on Form 10-Q of Edison International for the quarter ended March 31, 2026, filed on April 28, 2026, 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 |
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| 101.2 |
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Financial statements from the quarterly report on Form 10-Q of Southern California Edison Company for the quarter ended March 31, 2026, filed on April 28, 2026, 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 |
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| 104 |
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The cover page of this report formatted in Inline XBRL (included as Exhibit 101) |
__________________________________________________________________
* Incorporated by reference pursuant to Rule 12b-32.
**Indicates a management contract or compensatory plan or arrangement.
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.
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.
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EDISON INTERNATIONAL |
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SOUTHERN CALIFORNIA EDISON COMPANY |
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| By: |
/s/ Kara G. Ryan |
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By: |
/s/ Kara G. Ryan |
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Kara G. Ryan Vice President, Chief Accounting Officer and Controller (Duly Authorized Officer and Principal Accounting Officer) |
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Kara G. Ryan Vice President, Chief Accounting Officer and Controller (Duly Authorized Officer and Principal Accounting Officer) |
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| Date: |
April 28, 2026 |
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Date: |
April 28, 2026 |
EX-10.2
2
eix20230331-ex102.htm
EX-10.2 FORM OF LONG-TERM INCENTIVES AWARD AGREEMENT UNDER THE EIX
Document
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:
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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”).
Subject to Sections 7 and 8 of the Terms, the Stock Options shall vest as follows: [_____]
The Stock Options shall expire on [_____] (the “Expiration Date”).
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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:
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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:
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Name of the Holder: |
[_____] |
Grant Date: |
[_____] |
Performance Shares: |
The following grant of restricted stock units subject to performance-based vesting conditions:
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
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”).
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”).
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.
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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.]
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
2.1 Exercise 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.
2.2 Cumulative 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.
2.3 Method 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.
2.4 Automatic 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
3.1 Performance 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.
3.2 Dividend 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.
3.3 Settlement 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
4.1 Restricted 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.
4.2 Dividend 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.
4.3 Settlement 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
6.1 Limitations 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.
6.2 Exceptions. 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
7.1 General; 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
(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
(B) a denominator equal to thirty-six (36).
(5) “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).
(6) “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.
(7) “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.
(8) “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.
(9) “Severance Plan” means the EIX 2008 Executive Severance Plan (or any similar successor plan).
(10) “Termination Date” means the day after the Last Day Worked.
7.2 Retirement. 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.
7.3 Death. 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:
(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.
7.4 Termination 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.
7.5 Effect 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.
8.1 Exchanged 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.
8.2 Stock 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).
8.3 Performance 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.
8.4 Restricted 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.
8.5 Severance 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
12.1 Amendment 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.
12.2 Amendment of Previously Granted Awards. [Reserved].
13. MISCELLANEOUS
13.1 Force 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.
13.2 Governing 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.
13.3 Notice. 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.
13.4 Award 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.
13.5 Section 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.
13.6 Recoupment. 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 but only to the extent such recoupment is enforceable under and consistent with applicable law (including, but not limited to, Sections 16600 - 16608 of the California Business and Professions Code to the extent such provisions are applicable to the Holder and are not pre-empted by applicable Federal law). 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.
Notwithstanding any provision of this Agreement to the contrary but subject to the compliance with law provision of the preceding paragraph, 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.
In 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).
For 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.
EX-10.3
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eix20260331-ex103.htm
EX-10.3 EIX EXECUTIVE INCENTIVE COMPENSATION PLAN, AS AMENDED
Document
EDISON INTERNATIONAL
EXECUTIVE INCENTIVE COMPENSATION PLAN
As Amended and Restated Effective January 1, 2026
WHEREAS, it has been determined that it is in the best interest of Edison International ("EIX") and its affiliates to offer and maintain competitive executive compensation programs designed to attract and retain qualified executives;
WHEREAS, it has been determined that providing financial incentives to executives that reinforce and recognize corporate, organizational and individual performance and accomplishments will enhance the financial and operational performance of EIX and its affiliates; and
WHEREAS, it has been determined that an incentive compensation program would encourage the attainment of short-term corporate goals and objectives;
NOW, THEREFORE, the Edison International Executive Incentive Compensation Plan has been established by the Compensation and Executive Personnel Committee of the Board of Directors originally effective January 1, 1997, and made available to eligible executives of EIX and its participating affiliates subject to the following terms and conditions:
1. Definitions. When capitalized herein, the following terms are defined as indicated:
“Board” means the Board of Directors of a Company (or a committee thereof acting within its delegated authority).
“CEO” means the chief executive officer of a Company.
“Code” means the Internal Revenue Code of 1986, as amended.
“Company” means EIX or a participating affiliate.
“Committee” means the Compensation and Executive Personnel Committee of the EIX Board of Directors. Where the context requires with respect to officers and other participating employees of SCE, “Committee” shall also mean the Compensation and Executive Personnel Committee of the SCE Board.
“Covered Officer” means an individual who is a “Covered Officer” of EIX or SCE as defined in the EIX or SCE Committee Charter.
“Covered Participant” means an individual who is or was (i) a vice president or officer with a more senior title at EIX, SCE or Edison Energy Support Services, LLC (“EESS”), (ii) the chief financial officer or the general counsel of Edison Energy, LLC (d/b/a Trio) (“Trio”), or (iii) a senior vice president or officer with a more senior title at Trio.
“EIX CEO” means the chief executive officer of EIX.
“Misconduct” as to a Covered Participant means (a) the occurrence of any act or omission by the Covered Participant that could reasonably be expected to result in (or has resulted in) such Covered Participant’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; (b) the Covered Participant’s commission of an act of fraud, embezzlement, misappropriation, or breach of fiduciary duty against a Company or any of its subsidiaries or affiliates or any of their officers, directors, employees, customers, suppliers, insurers or agents; or (c) any violation by the Covered Participant of a provision in the EIX Code of Conduct, as in effect from time to time (or, as to a Covered Participant 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 Covered Participant’s violation of a provision of such affiliate’s Code of Conduct as then in effect).
“Participant” means the CEO, president, executive vice presidents, senior vice presidents, elected vice presidents, and senior managers whose participation in this Plan has been approved by the Committee, the EIX CEO or the Board.
“Plan” means this Edison International Executive Incentive Compensation Plan.
“Qualifying Transaction” with respect to a Company (other than EIX or SCE) shall be deemed to have occurred as of the first day that any one or more of the following conditions shall have been satisfied:
(i) Any Person other than EIX or a subsidiary of EIX becomes the Beneficial Owner, directly or indirectly, of securities of such Company representing more than fifty percent (50%) of the combined voting power of such Company’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 such Company, EIX, or one of its subsidiaries with a view towards distribution; and the term “Beneficial Owner” shall mean as defined under Rule 13d-3 promulgated under the Exchange Act.
(ii) All or substantially all of such Company’s assets are sold in one or a series of related transactions to a Person other than EIX or one of its subsidiaries; or such Company is merged, consolidated, or reorganized with or involving any other Person that is not affiliated with EIX, other than a merger, consolidation, or reorganization that results in the voting securities of such Company
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 such Company (or such surviving entity) outstanding immediately after such merger, consolidation, or reorganization.
A Company shall cease to be deemed an affiliate of EIX for purposes of this Plan, and shall cease to be a participating affiliate in this Plan, on and after the closing date of a Qualifying Transaction of such Company.
“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 this Plan.
“Sale-Related Termination” means, in the context of a Qualifying Transaction of a Company, a termination of a Participant’s employment with EIX and its affiliates that meets both of the following conditions: (i) the Participant is employed by (or provides services as a secondee, pursuant to a written secondment agreement with EIX or one of its affiliates, to) such Company undergoing the Qualifying Transaction and (ii) the termination occurs on or immediately following the closing date of such Qualifying Transaction following the Participant’s acceptance of an offer of employment from the Third Party Purchaser in connection with such Qualifying Transaction.
“SCE” means Southern California Edison Company.
“Third Party Purchaser” means, in the case of a particular Qualifying Transaction, the Person that participates in the consummation of such Qualifying Transaction (i.e., the acquiring entity), or a member of the controlled group of such Person (as determined immediately following the Qualifying Transaction); provided, that the term “Third Party Purchaser” shall not include EIX or any of its affiliates (as determined immediately following the Qualifying Transaction).
2. Eligibility. Except as otherwise expressly provided herein, to be eligible for any incentive award with respect to a particular calendar year (the “Performance Year”), an individual must (a) have been employed by the Company as a Participant for the entire Performance Year, and (b) continue to be employed by EIX, SCE, or one of their respective subsidiaries through the date that the Company pays incentive awards under the Plan with respect to that Performance Year generally (which, as provided in Section 5 below, occurs within two and one-half months following the end of the Performance Year) (the “Vesting Date”). Except as otherwise expressly provided herein, in no event will a Participant or any other individual be entitled to, or be considered to have earned all or any portion of, an incentive award under the Plan with respect to a particular Performance Year unless (x) the Participant satisfies both of the eligibility requirements set forth in the preceding sentence and (y) solely with respect to a Participant who is a Covered Participant, the Covered Participant does not engage in Misconduct during or following the particular Performance Year.
Notwithstanding the foregoing, a Participant may nonetheless be eligible to receive an incentive award under this Plan as follows:
(i) In the event an individual first becomes a Participant after the start of the Performance Year but the individual otherwise satisfies the eligibility requirements set forth in the first paragraph in this Section 2, a pro-rata award may be made at the discretion of the Committee or an individual (and, if applicable, Board) having the authority to approve the Participant's award pursuant to Section 5 below.
(ii) Pro-rata awards may also be distributed to Participants who during the Performance Year retired, died, or had their employment transferred between a Company and a non-participating affiliate of EIX.
(iii) A full award may be distributed to a Participant who was employed by the Company as a Participant for the entire Performance Year but who was not employed by EIX, SCE, or one of their respective subsidiaries through the applicable Vesting Date due to retirement or death.
The determination of whether any pro-rata or full award will be paid in any such circumstances will be determined in the discretion of the Committee or an individual (and, if applicable, Board) having the authority to approve the Participant's award pursuant to Section 5 below had such retirement, death, or transfer of employment not occurred.
Notwithstanding the eligibility requirements set forth in the first paragraph of this Section 2 but subject to the Release Requirement set forth below, a Participant who experiences a Sale-Related Termination prior to the Vesting Date shall be eligible to receive either:
(A) In the event the Sale-Related Termination occurs during the Performance Year, a pro-rata award based on (A) the number of calendar days that elapsed in the Performance Year between the start of that year and the date of the Sale-Related Termination and (B) the Participant’s target award level for the Performance Year (as a percentage of base salary as in effect on the date of the Sale-Related Termination) multiplied by the Participant’s annualized base salary in effect on the date of the Sale-Related Termination (the “Pro-Rata Sale Bonus”).
(B) In the event the Sale-Related Termination occurs after the Performance Year but prior to the Vesting Date, a full award based on the Participant’s target award level for the Performance Year (as a percentage of base salary as in effect on the date of the Sale-Related Termination) multiplied by the Participant’s annualized base salary in effect on the date of the Sale-Related Termination (the “Full Sale Bonus”)
The payment of the Pro-Rata Sales Bonus or Full Sale Bonus to the Participant is subject to the Participant’s timely (as provided below) execution, delivery, and non-revocation of a release of claims in a form specified by the Company, which form will be similar to the form attached to the EIX 2008 Executive Severance Plan (or any similar successor plan)
(the “Release Requirement”). EIX or the applicable affiliate will provide the applicable form of release of claims to the Participant on or before the seventh day following the Participant’s Sale-Related Termination. The Participant must execute the release of claims, and return the executed release of claims to EIX (or the applicable affiliate that provided the release of claims), not later than 45 days after the Participant’s receipt of the release of claims. EIX and its affiliates may modify the form of release of claims from time to time to comply with applicable laws, rules and regulations. A Participant who is otherwise eligible to receive an award pursuant to either Section 2(ii) or (iii) above shall not be eligible to receive a Pro-Rata Sales Bonus or Full Sale Bonus.
3. Company Performance Goals. The CEOs will develop recommended Company performance goals. In consultation with the EIX CEO, the Committee will select specific performance goals for the Performance Year. The performance goals should represent relatively optimistic, but reasonably attainable goals, the accomplishment of which is intended to contribute significantly to the attainment of Company strategic objectives. In the event a Covered Officer provides services to a Company that is not such Covered Officer’s employer (the “Non-Employing Entity”), then the Committee may delegate to the EIX CEO the selection of specific performance goals of the Non-Employing Entity with respect to such Covered Officer but only to the extent that the Committee determines that such specific performance goals for such officer may be based on the performance of the Non-Employing Entity.
4. Individual Incentive Award Levels. Company, organizational and individual performance relative to the pre-established goals will determine the award a Participant can receive. The Committee, the CEO of a Company, or a designee, as permitted in accordance with the Committee Charter or other applicable controlling document, will establish target award levels for the Performance Year as a percentage of base salary. If a Participant is promoted during the Performance Year or otherwise becomes entitled to receive a higher/lower base salary and/or target award level during the Performance Period, that Participant’s incentive award for that Performance Year may be calculated based on the Participant's weighted average base salary and target award level, taking into account the base salary and target award level during the portion of the Performance Year preceding the promotion and/or change in base salary and/or target award level, and the base salary and target award level(s) during the remainder of such Performance Year. Notwithstanding any provisions in this Plan to the contrary, if a participant is on a disability leave for all or a portion of a Performance Year, any incentive award for the Participant for that Performance Year will (unless otherwise required by applicable law) be calculated by excluding the Participant’s base salary for the period(s) on such leave (for clarity, compensation pursuant to a disability plan or program is never taken into account for determining an award under this Plan). All awards are discretionary.
5. Approval and Payment of Individual Awards. During the first quarter of the year following the completion of the Performance Year (other than with respect to a Pro-Rata Sale Bonus or Full Sale Bonus), the EIX CEO, in consultation with the other CEOs, will assess the degree to which individual and corporate goals and objectives have been
achieved. Incentive award recommendations for Participants will be developed. The Committee will receive a report from the EIX CEO as to Company performance, will deliberate on management recommendations, and will approve awards for Covered Officers. Awards to other Participants will be approved by the CEO of the respective Company, or a designee, as permitted in accordance with the Committee Charter or other applicable controlling document; provided, however, that if the selection of performance goals for a Company has been delegated to the EIX CEO, then the awards to officers of that Company who are not also officers of EIX or SCE will require the approval of the EIX CEO and the Board of the applicable Company. All decisions of the Committee, the EIX CEO, and the other CEOs regarding individual incentive awards will be final and conclusive (in the case of the EIX CEO and the other CEOs, as to awards for which the particular CEO has the authority to approve). Such incentive award payments will be made as soon as practical following the appropriate approval (and in all events within two and one-half months after the end of the Performance Year to which the award relates). Payment will be made in cash except to the extent an eligible Participant has previously elected to defer payment of some or all of the award pursuant to the terms of a deferred compensation plan of the Company.
A Pro-Rata Sale Bonus or Full Sale Bonus shall be paid to a Participant within 65 days of such individual’s Sale-Related Termination, subject to the satisfaction of the Release Requirement. If the period during which the Participant has to consider the release of claims plus any revocation period afforded by applicable law spans two different calendar years, payment of the Pro-Rata Sale Bonus or Full Sale Bonus shall be made in the time otherwise prescribed but in the second of those two calendar years to the extent required to avoid any tax, penalty or interest under Section 409A of the Code.
Award payments made will be subject to any income or payroll tax withholding or other deductions as may be required by Federal, State or local law. Any such payment shall be deemed an unearned advance, and, with respect to a Covered Participant, any such unearned advance shall be subject to recoupment pursuant to Section 15 of this Plan. Any incentive award amount deferred pursuant to the terms of a deferred compensation plan of the Company by a Covered Participant shall be subject to forfeiture pursuant to Section 15 of the Plan. By continuing to be employed by EIX, SCE, or one of their respective subsidiaries after the terms of this Plan have been communicated to a Covered Participant, such Covered Participant agrees and consents to the enforcement and implementation of the provisions set forth in Section 15 of the Plan without further consent or action being required of the Covered Participant, and the Covered Participant further agrees that none of the Companies (nor any of their respective subsidiaries) shall indemnify such Covered Participant against the loss of any amounts recouped pursuant to Section 15 of the Plan.
Awards under this Plan will not be considered to be salary or other compensation for the purpose of computing benefits to which the Participant may be entitled under any qualified Company retirement plan, including but not limited to the SCE Retirement Plan, the Edison 401(k) Savings Plan, or any other plan or arrangement of the Company for the benefit of its employees if such plan or arrangement is a plan qualified under Section 401(a) of the Code and is a trust exempt from Federal income tax under Section 501(a) of
the Code. Awards may be considered compensation for nonqualified plan purposes depending on the terms and conditions of the particular nonqualified plan.
6. No Right to Assets. An award payable to a Participant under this Plan shall constitute an unsecured general obligation of the Participant’s employer (EIX or its affiliate, as the case may be, or, in the case of a former employee, the affiliate that last employed the Participant) (the applicable entity, the "Employer"), and no special fund or trust will be created, nor will any notes or securities be issued with respect to any awards. Participants 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. No Participant (or beneficiary of a Participant) 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, Participants 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 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 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 6, 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 6 by providing written notice to the Committee 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 benefit obligations that are assumed by EIX.
7. Plan Modifications and Adjustments. In order to ensure the incentive features of the Plan, avoid distortion in its operation and compensate for or reflect extraordinary changes which may have occurred during the Performance Year, the Committee may make adjustments to the Company performance goals or results or other Plan terms and conditions before, during or after the end of the Performance Year to the extent it determines appropriate in its sole discretion. If, pursuant to Section 3 above, the
Committee has delegated the selection of performance goals for a Company to the EIX CEO, then this Section 7 authorizes the EIX CEO to make adjustments to that Company’s performance goals or results at any time in his or her sole discretion. Adjustments to performance goals, performance results, and other Plan terms and conditions made pursuant to the preceding provisions of this Section 7 shall be conclusive and binding upon all parties concerned. The Plan may be modified or terminated by the Committee at any time.
8. Plan Administration. Except as otherwise provided in other Sections of this Plan, administration of the Plan is delegated to the senior officer of EIX responsible for Human Resources (and to the EIX director responsible for executive compensation (the “EIX EC Director”) if EIX does not have an officer responsible for Human Resources other than the EIX CEO) and designees acting under his/her (or the EIX EC Director’s) direction. Such officer is authorized (and the EIX EC Director is authorized) to approve ministerial amendments to the Plan, to interpret Plan provisions, and to approve changes as may be required by law or regulation. Any decision or determination under or with respect to the Plan, as well as any interpretation of the Plan, by any Board, Committee or CEO, or by the senior officer of EIX responsible for Human Resources (or the EIX EC Director), in each case within its, his or her authority under or with respect to the Plan, shall be conclusive and binding upon all parties concerned. No Company, Board, Committee or individual shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the Plan.
9. Successors and Assigns. This Plan shall be binding upon and inure to the benefit of the heirs, legal representatives, successors and assigns of the Company and Participant.
Notwithstanding the foregoing, any right to receive payment hereunder is hereby expressly declared to be personal, nonassignable and nontransferable, except by will, intestacy, or as otherwise required by law, and in the event of any attempted assignment, alienation or transfer of such rights contrary to the provisions hereof, the Company shall have no further liability for payments hereunder.
10. Beneficiaries. Any award approved following the death of a Participant will be made to the Participant's most recently designated beneficiary or beneficiaries under the 2007 Performance Incentive Plan (or any successor equity incentive plan) of the Company. If no beneficiary has been designated by the Participant, or if no beneficiary survives the Participant, or if a designated beneficiary should die after surviving the Participant but before the award has been paid, any award approved will be paid in a lump-sum payment to the Participant's estate as soon as practicable.
11. Capacity. If any person entitled to payments under this Plan is incapacitated and unable to use such payments in his or her own best interest, the Company 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 the payment to the person unable to use the payments. Court-appointed guardianship or conservatorship may be required by the
Company before payment is made. The Company shall have no obligation to supervise the use of such payments.
12. No Right of Employment. Nothing contained herein shall be construed as conferring upon the Participant the right to continue in the employ of the Company as an officer or manager of the Company or in any other capacity.
13. Severability and Controlling Law. The various provisions of this Plan 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. This Plan shall be governed by the laws of the State of California.
14. Section 409A. The Company’s intent is that any payments and benefits paid under this Plan be exempt from, or comply with, Section 409A of the Code so as to not result in any tax, penalty or interest thereunder. To the maximum extent permitted, this Plan will be interpreted and administered consistent with such intent.
15. Recoupment. Notwithstanding any provision of this Plan to the contrary, and only to the extent enforceable under and consistent with applicable law (including, but not limited to, Sections 16600 - 16608 of the California Business and Professions Code, to the extent such provisions are applicable to the Covered Participant and are not pre-empted by applicable Federal law), any award to a Covered Participant under this Plan, and any payment that may be made in respect of an award under this Plan to such Covered Participant, shall be subject to recoupment by the Company or forfeiture by such Covered Participant in the event that (a) such Covered Participant’s employment with EIX, SCE, and their respective subsidiaries is terminated by the Employer or if such Covered Participant is placed on unpaid leave by the Employer and (b) the applicable Recoupment Administrator determines that such termination or unpaid leave placement arose from such Covered Participant having engaged in Misconduct. In such circumstances, the applicable Recoupment Administrator shall determine the extent (if any) to which an award to the Covered Participant under this Plan and/or any payment that may be made to the Covered Participant in respect of an award under this Plan shall be forfeited or recouped. To the extent a payment made to the Covered Participant in respect of an award under this Plan is to be recouped, the Covered Participant shall promptly pay to the Company the amount of the required recoupment. In addition, any award under this Plan, and any payment that may be made in respect of an award under this Plan, shall also be subject to 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 or similar policies of the Company that may be in effect from time to time; provided, however, that any portion of an award or payment under this Plan 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 this Section 15 or any other recoupment, “clawback” or similar policies of the Company that may be in effect from time to time.
IN WITNESS WHEREOF, EIX has amended this Plan as of the 25th day of February, 2026.
EDISON INTERNATIONAL
/s/ Natalie K. Schilling
Natalie K. Schilling
Senior Vice President, Human Resources
EX-31.1
4
eix20260331-ex311.htm
EX-31.1 CERTIFICATIONS OF THE CEO AND CFO OF EIX PURSUANT TO SECTION 302
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, 2026 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 28, 2026
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/s/ PEDRO J. PIZARRO |
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PEDRO J. PIZARRO Chief Executive Officer |
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CERTIFICATION
I, MARIA RIGATTI , certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 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 28, 2026
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/s/ MARIA RIGATTI |
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MARIA RIGATTI Chief Financial Officer |
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EX-31.2
5
eix20260331-ex312.htm
EX-31.2 CERTIFICATIONS OF THE CEO AND CFO OF SCE PURSUANT TO SECTION 302
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, 2026 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 28, 2026
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/s/ STEVEN D. POWELL |
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STEVEN D. POWELL Chief Executive Officer |
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CERTIFICATION
I, AARON D. MOSS, certify that:
1.I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 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 28, 2026
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/s/ AARON D. MOSS |
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AARON D. MOSS Chief Financial Officer |
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EX-32.1
6
eix-20260331xex321.htm
EX-32.1 CERTIFICATIONS OF THE CEO AND CFO OF EIX PURSUANT TO SECTION 906
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, 2026 (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 28, 2026
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/s/ PEDRO J. PIZARRO |
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PEDRO J. PIZARRO Chief Executive Officer Edison International |
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/s/ MARIA RIGATTI |
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MARIA RIGATTI Chief Financial Officer 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, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version 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.
EX-32.2
7
eix-20260331xexx322.htm
EX-32.2 CERTIFICATIONS OF THE CEO AND CFO OF SCE PURSUANT TO SECTION 906
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, 2026 (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 28, 2026
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/s/ STEVEN D. POWELL |
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STEVEN D. POWELL Chief Executive Officer Southern California Edison Company |
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/s/ AARON D. MOSS |
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AARON D. MOSS Chief Financial Officer 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, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version 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.