0000827052false0000092103false00008270522020-11-022020-11-020000827052eix:SouthernCaliforniaEdisonCompanyMember2020-11-022020-11-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 2, 2020
| | | | | | | | | | | | | | | | | | | | |
Commission
File Number | | Exact Name of Registrant
as specified in its charter | | State or Other Jurisdiction of
Incorporation or Organization | | IRS Employer
Identification Number |
| 1-9936 | | EDISON INTERNATIONAL | | California | | 95-4137452 |
| 1-2313 | | SOUTHERN CALIFORNIA EDISON COMPANY | | California | | 95-1240335 |
| | | | | | | | | | | | | | | | | | | | |
| | |
| 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) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Edison International:
| | | | | | | | | | | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, no par value | EIX | NYSE | LLC |
Southern California Edison Company: None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | | | | | | | |
| Emerging growth company | Edison International | ☐ |
| Emerging growth company | Southern California Edison Company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| | | | | | | | |
| Edison International | ☐ |
| Southern California Edison Company | ☐ |
This current report and its exhibits include forward-looking statements. Edison International and Southern California Edison Company ("SCE") based these forward-looking statements on their current expectations and projections about future events in light of their knowledge of facts as of the date of this current report and their assumptions about future circumstances. These forward-looking statements are subject to various risks and uncertainties that may be outside the control of Edison International and SCE. Edison International and SCE have no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events, or otherwise. This current report should be read with Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2019 and subsequent Quarterly Reports on Form 10-Q. Additionally, Edison International and SCE provide direct links to EIX and SCE presentations, documents and other information at www.edisoninvestor.com (Events and Presentations) in order to publicly disseminate such information.
Item 7.01 Regulation FD Disclosure
The presentation furnished as Exhibit 99.1 to this report includes information regarding the settlement described in Item 8.01 below. Members of Edison International management will use the information in the presentation furnished as Exhibit 99.1 to this report in meetings with institutional investors and analysts and at investor conferences. The attached presentation will also be posted on Edison International's website.
Item 8.01 Other Events
On November 2, 2020, SCE and all the parties to track 2 of the 2021 General Rate Case proceeding (collectively, the "Track 2 Parties") filed a motion with the California Public Utilities Commission (“CPUC”) seeking approval of a settlement among the Track 2 Parties regarding all issues in track 2. The proposed settlement, if approved by the CPUC, would deem all requested capital expenditures and $401 million of operations and maintenance expenditures as reasonably incurred. The revenue requirement under the proposed settlement is $391 million, after adjusting for flow through taxes and excluding the revenue requirement associated with AB 1054 Excluded Capital Expenditures (as defined below). While SCE cannot predict the revenue requirement the CPUC will ultimately authorize or forecast the timing of a final decision, SCE does not expect the settlement to have a negative impact on SCE's results of operations.
“AB 1054 Capital Expenditures” means the approximately $1.6 billion in wildfire risk mitigation capital expenditures that SCE will exclude from the equity portion of SCE's rate base as required under California Assembly Bill 1054.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
EXHIBIT INDEX
| | | | | |
| |
| Exhibit No. | Description |
| |
| 99.1 | |
| |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | |
| EDISON INTERNATIONAL |
| (Registrant) |
| |
| /s/ Aaron D. Moss |
| Aaron D. Moss |
| Vice President and Controller |
Date: November 3, 2020
| | | | | |
| SOUTHERN CALIFORNIA EDISON COMPANY |
| (Registrant) |
| |
| /s/ Aaron D. Moss |
| Aaron D. Moss |
| Vice President and Controller |
Date: November 3, 2020
