NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1. Summary of Significant Accounting Policies
Organization and Basis of Presentation
Edison International is the parent holding company of Southern California Edison Company ("SCE") and Edison Energy Group, Inc. ("Edison Energy Group"). 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 of southern California. Edison Energy Group is a holding company for Edison Energy, LLC ("Edison Energy") which is engaged in the competitive business of providing energy services to commercial and industrial customers. Edison Energy's business activities are currently not material to report as a separate business segment. These combined notes to the consolidated financial statements apply to both Edison International and SCE unless otherwise described. Edison International's consolidated financial statements include the accounts of Edison International, SCE, and other wholly owned and 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 consolidated financial statements include the accounts of SCE and its wholly owned and controlled subsidiaries. All intercompany transactions have been eliminated from the consolidated financial statements.
Edison International's and SCE's significant accounting policies were described in the "Notes to Consolidated Financial Statements" included in Edison International's and SCE's combined Annual Report on Form 10-K for the year ended December 31, 2018 (the "2018 Form 10-K"). This quarterly report should be read in conjunction with the financial statements and notes included in the 2018 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 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 three- and six-month periods ended
June 30, 2019
are not necessarily indicative of the operating results for the full year. Certain prior period amounts have been conformed to the current period's presentation.
The
December 31, 2018
financial statement data was derived from audited financial statements, but does not include all disclosures required by GAAP.
Cash, Cash Equivalents and Restricted Cash
Cash equivalents include 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. The cash equivalents were as follows:
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|
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|
|
Edison International
|
|
SCE
|
|
(in millions)
|
|
June 30,
2019
|
|
December 31, 2018
|
|
June 30,
2019
|
|
December 31, 2018
|
|
Money market funds
|
|
$
|
219
|
|
|
$
|
116
|
|
|
$
|
—
|
|
|
$
|
1
|
|
Cash is temporarily invested until required for check clearing. Checks issued, but not yet paid by the financial institution, are reclassified from cash to accounts payable at the end of each reporting period as follows:
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|
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|
|
Edison International
|
|
SCE
|
|
(in millions)
|
|
June 30,
2019
|
|
December 31, 2018
|
|
June 30,
2019
|
|
December 31, 2018
|
|
Book balances reclassified to accounts payable
|
|
$
|
43
|
|
|
$
|
65
|
|
|
$
|
43
|
|
|
$
|
65
|
|
The following table sets forth the cash, cash equivalents and restricted cash included in the consolidated statements of cash flows:
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|
|
|
|
|
|
|
|
|
|
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(in millions)
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Edison International:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
257
|
|
|
$
|
144
|
|
|
Short-term restricted cash
1
|
|
8
|
|
|
8
|
|
|
Total cash, cash equivalents, and restricted cash
|
|
$
|
265
|
|
|
$
|
152
|
|
|
SCE:
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
26
|
|
|
$
|
21
|
|
|
Short-term restricted cash
1
|
|
1
|
|
|
1
|
|
|
Total cash, cash equivalents, and restricted cash
|
|
$
|
27
|
|
|
$
|
22
|
|
|
|
|
|
1
|
Reflected in "Other current assets" on Edison International's and SCE's consolidated balance sheets.
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Revenue Recognition
Regulatory Proceedings
2018 General Rate Case
In May 2019, the CPUC approved a final decision in SCE's 2018 GRC. The final decision authorized a revenue requirement of
$5.116 billion
for 2018 and identified changes to certain balancing accounts, including the expansion of the TAMA to include the impacts of all differences between forecast and recorded tax expense. The final decision also disallowed certain historical spending, largely related to specific pole replacements the CPUC determined were performed prematurely.
The final decision allows a post-test year rate making mechanism that escalates capital additions by
2.49%
for both 2019 and 2020. It also allows operation and maintenance expenses to be escalated for 2019 and 2020 through the use of various escalation factors for labor, non-labor and medical expenses. The methodology set forth in the final decision results in a revenue requirement of
$5.451 billion
in 2019 and
$5.863 billion
in 2020.
The revenue requirements in the 2018 GRC final decision are retroactive to January 1, 2018. SCE recorded the prior period impact of the 2018 GRC final decision in the second quarter of 2019, including:
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•
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An increase to earnings of
$131 million
from the application of the decision to revenue, depreciation expense and income tax expense. Depreciation expense decreased as a result of lower authorized depreciation rates. An increase in the authorized revenue requirement for income tax expenses offsets income tax expenses recognized during 2018 and the first quarter of 2019. The reduction of revenue of
$265 million
reflects
$289 million
of lower authorized revenue related to 2018 and
$24 million
of higher authorized revenue in 2019. The reduction in revenue contributes to a refund to customers of
$554 million
which SCE recorded as a regulatory liability as of June 30, 2019. SCE expects to refund these amounts to customers through December 2020.
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|
|
|
|
•
|
An impairment of utility property, plant and equipment of
$170 million
(
$123 million
after-tax) related to disallowed historical capital expenditures, primarily the write-off of specific pole replacements the CPUC determined were performed prematurely.
|
See Note 11 for further information.
FERC Formula Rate
In October 2017, SCE filed its new formula rate with the FERC. In December 2017, the FERC issued an order setting the effective date of SCE's new FERC formula rate as of January 1, 2018, subject to settlement procedures and refund. In November 2018, SCE filed its 2019 annual update with the FERC with the proposed rates effective January 1, 2019, subject to settlement procedures and refund, and requested a decrease in transmission revenue requirement of
$131 million
, or
11%
from amounts currently authorized in rates. Pending resolution of the FERC formula rate proceedings, SCE recognized revenue in 2018 and 2019 based on the FERC formula rate adjusted for the impact of Tax Reform and other adjustments.
In April 2019, SCE filed an application with the FERC to replace the formula rate associated with its transmission facilities in 2019. In the April 2019 formula rate, SCE seeks a base return on equity of
17.12%
("FERC Base ROE"), compared to its
proposed base ROE of
10.30%
for its 2018 formula rate. The requested FERC Base ROE reflects a conventional ROE of
11.12%
and an additional ROE of
6%
to compensate investors for current wildfire risk. SCE would seek to reduce or remove the additional wildfire risk ROE if there is a material reduction in its wildfire cost recovery risk due to regulatory or legislative reform. SCE's total ROE request, inclusive of project incentives and a
0.5%
incentive for CAISO participation, is approximately
18.4%
. SCE is currently evaluating the impact of California Assembly Bill 1054 ("AB 1054") on its ROE request. See Note 12 for further information.
In June 2019, the FERC accepted the April 2019 formula rate as requested and suspended it for hearing and settlement procedures for five months. Therefore, the 2019 transmission revenue requirement rate established in the 2019 annual update will continue to be effective, subject to refund, from January 1, 2019 until the end of the suspension of the new formula rate on November 12, 2019. The new formula rate will be effective in November 2019 and will likely be subject to refund until it is ultimately approved by the FERC.
If the April 2019 formula rate is adopted as proposed, SCE's retail base transmission revenue requirement in 2020 is projected to increase
$290 million
from the currently effective retail base transmission revenue requirement of approximately
$1.04 billion
.
See Note 7 for further information on SCE's revenue.
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, including restricted stock units, which earn dividend equivalents on an equal basis with common shares once the awards are vested. EPS attributable to Edison International common shareholders was computed as follows:
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Three months ended June 30,
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Six months ended June 30,
|
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(in millions, except per-share amounts)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Basic earnings per share – continuing operations:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common shareholders
|
|
$
|
392
|
|
|
$
|
276
|
|
|
$
|
670
|
|
|
$
|
494
|
|
|
Participating securities dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income from continuing operations available to common shareholders
|
|
$
|
392
|
|
|
$
|
276
|
|
|
$
|
670
|
|
|
$
|
494
|
|
|
Weighted average common shares outstanding
|
|
326
|
|
|
326
|
|
|
326
|
|
|
326
|
|
|
Basic earnings per share – continuing operations
|
|
$
|
1.20
|
|
|
$
|
0.85
|
|
|
$
|
2.05
|
|
|
$
|
1.52
|
|
|
Diluted earnings per share – continuing operations:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations attributable to common shareholders
|
|
$
|
392
|
|
|
$
|
276
|
|
|
$
|
670
|
|
|
$
|
494
|
|
|
Participating securities dividends
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income from continuing operations available to common shareholders
|
|
$
|
392
|
|
|
$
|
276
|
|
|
$
|
670
|
|
|
$
|
494
|
|
|
Income impact of assumed conversions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Income from continuing operations available to common shareholders and assumed conversions
|
|
$
|
392
|
|
|
$
|
276
|
|
|
$
|
670
|
|
|
$
|
494
|
|
|
Weighted average common shares outstanding
|
|
326
|
|
|
326
|
|
|
326
|
|
|
326
|
|
|
Incremental shares from assumed conversions
|
|
1
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
Adjusted weighted average shares – diluted
|
|
327
|
|
|
327
|
|
|
327
|
|
|
327
|
|
|
Diluted earnings per share – continuing operations
|
|
$
|
1.20
|
|
|
$
|
0.84
|
|
|
$
|
2.05
|
|
|
$
|
1.51
|
|
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
7,426,319
and
6,223,964
shares of common stock for the three months ended June 30, 2019 and
2018
, respectively, and
7,435,580
and
6,223,964
shares for the six months ended June 30, 2019 and 2018, respectively, were outstanding, but were not included in the computation of diluted earnings per share because the effect would have been antidilutive.
New Accounting Guidance
Accounting Guidance Adopted
On January 1, 2019, Edison International and SCE adopted accounting standards updates that require lessees to recognize a lease on the balance sheet as a right-of-use ("ROU") asset and related lease liability and classify the lease as either operating or finance. Edison International and SCE adopted this guidance using the modified retrospective approach for leases that existed as of the adoption date and elected the optional transition method not to restate periods prior to the adoption date. Edison International and SCE also elected the package of practical expedients not to reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs, and the practical expedient not to reassess existing land easements. Adoption of this standard increased ROU assets and lease liabilities on the consolidated balance sheets by
$956 million
and
$951 million
as of January 1, 2019 for Edison International and SCE, respectively. The standard did not materially impact the consolidated statements of income for Edison International or SCE.
Based on accounting standards adopted at January 1, 2019, a lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. This occurs when an entity has the right to obtain substantially all of the economic benefits from and has the right to direct the use of the identified asset. SCE determines if an arrangement is a lease at contract inception, and for all classes of assets, SCE includes both lease and non-lease components as a single component and accounts for it as a lease. Lease liabilities are recognized based on the present value of the lease payments over the lease term at the commencement date. Lease ROU assets are based on the liability, subject to adjustments, such as lease incentives. In measuring lease assets and liabilities, SCE excludes variable lease payments, other than those that depend on an index, a rate or are in substance fixed payments. SCE's lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating leases are included in operating lease ROU assets and operating lease liabilities on the consolidated balance sheets. Finance leases are included in property, plant and equipment and other liabilities on the consolidated balance sheets. See Note 13 for further information.
In February 2018, the FASB issued an accounting standards update to provide entities an election to reclassify stranded tax effects resulting from Tax Reform from accumulated other comprehensive income to retained earnings. Stranded tax effects originated in December 2017 when deferred taxes were re-measured at the lower federal corporate tax rate with the impact included in operating income, while the tax effects of items within accumulated other comprehensive income were not similarly adjusted. Edison International and SCE adopted this guidance on January 1, 2019 and reclassified stranded tax effects of
$10 million
and
$5 million
, respectively, from accumulated other comprehensive income to retained earnings. See Notes 2 and 14 for further information.
In August 2018, the FASB issued an accounting standards update to remove, modify, and add certain disclosure requirements related to fair value measurement. Edison International and SCE adopted this guidance effective January 1, 2019. The adoption of this guidance did not have a material impact on Edison International's and SCE's disclosures. See Note 4 for further information.
Accounting Guidance Not Yet Adopted
In June 2016, the FASB issued an accounting standards update to require the use of the current expected credit loss model to measure impairment of financial instruments and the use of an allowance to record estimated credit losses on available-for-sale debt securities. The guidance, as amended in November 2018 and May 2019, allows entities to irrevocably elect the fair value option for any financial instrument previously measured on an amortized costs basis. The guidance is effective January 1, 2020. Edison International and SCE are currently evaluating the impact of this new guidance.
In January 2017, the FASB issued an accounting standards update to simplify the accounting for goodwill impairment by changing the procedural steps to apply the goodwill impairment test. After the adoption of this accounting standards update, goodwill impairment will be measured as the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Edison International will apply this guidance to goodwill impairment tests beginning in 2020.
In August 2018, the FASB issued an accounting standards update which aligns the requirement for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing costs incurred to develop or obtain internal-use software. The guidance also clarified presentation requirements for reporting implementation costs in the financial statements. The guidance is effective January 1, 2020 with early adoption permitted. Edison International and SCE are currently evaluating the impact of the guidance.
In August 2018, the FASB issued an accounting standards update to remove, modify, and add certain disclosure requirements related to employer-sponsored defined benefit pension or other postretirement plans. The guidance is effective January 1,
2021, with early adoption permitted. Edison International and SCE are currently evaluating the impact of the guidance and do not expect the adoption of this standard will materially affect disclosures.
Note 2. Consolidated Statements of Changes in Equity
The following table provides Edison International's changes in equity for the three and
six months ended June 30, 2019
:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Common Shareholders
|
|
Noncontrolling Interests
|
|
|
|
(in millions, except per-share amounts)
|
Common
Stock
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained
Earnings
|
|
Subtotal
|
|
Preferred
and
Preference
Stock
|
|
Total
Equity
|
|
Balance at December 31, 2018
|
$
|
2,545
|
|
|
$
|
(50
|
)
|
|
$
|
7,964
|
|
|
$
|
10,459
|
|
|
$
|
2,193
|
|
|
$
|
12,652
|
|
|
Net income
|
—
|
|
|
—
|
|
|
278
|
|
|
278
|
|
|
30
|
|
|
308
|
|
|
Other comprehensive income
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Cumulative effect of accounting changes
1
|
—
|
|
|
(10
|
)
|
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Common stock dividends declared ($0.6125 per share)
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|
Dividends to noncontrolling interests ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|
Noncash stock-based compensation
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
Balance at March 31, 2019
|
$
|
2,550
|
|
|
$
|
(58
|
)
|
|
$
|
8,034
|
|
|
$
|
10,526
|
|
|
$
|
2,193
|
|
|
$
|
12,719
|
|
|
Net income
|
—
|
|
|
—
|
|
|
392
|
|
|
392
|
|
|
30
|
|
|
$
|
422
|
|
|
Other comprehensive income
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Common stock dividends declared ($0.6125 per share)
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
|
Dividends to noncontrolling interests ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
|
Noncash stock-based compensation
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|
Balance at June 30, 2019
|
$
|
2,555
|
|
|
$
|
(57
|
)
|
|
$
|
8,222
|
|
|
$
|
10,720
|
|
|
$
|
2,193
|
|
|
$
|
12,913
|
|
|
|
|
|
1
|
Edison International recognized cumulative effect adjustments to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2019 related to the adoption of the accounting standards updates on the reclassification of stranded tax effects resulting from Tax Reform. See Note 1 for further information.
|
The following table provides Edison International's changes in equity for the three and
six months ended June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Attributable to Common Shareholders
|
|
Noncontrolling Interests
|
|
|
|
(in millions, except per-share amounts)
|
Common
Stock
|
|
Accumulated
Other
Comprehensive Loss
|
|
Retained
Earnings
|
|
Subtotal
|
|
Other
|
|
Preferred
and
Preference
Stock
|
|
Total
Equity
|
|
Balance at December 31, 2017
|
$
|
2,526
|
|
|
$
|
(43
|
)
|
|
$
|
9,188
|
|
|
$
|
11,671
|
|
|
$
|
2
|
|
|
$
|
2,193
|
|
|
$
|
13,866
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
218
|
|
|
218
|
|
|
(3
|
)
|
|
30
|
|
|
245
|
|
|
Other comprehensive income
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Cumulative effect of accounting changes
1
|
—
|
|
|
(5
|
)
|
|
10
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
Common stock dividends declared ($0.6050 per share)
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
Dividends to noncontrolling interests ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
(8
|
)
|
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
Noncash stock-based compensation
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Balance at March 31, 2018
|
$
|
2,531
|
|
|
$
|
(46
|
)
|
|
$
|
9,211
|
|
|
$
|
11,696
|
|
|
$
|
—
|
|
|
$
|
2,193
|
|
|
$
|
13,889
|
|
|
Net income (loss)
|
—
|
|
|
—
|
|
|
276
|
|
|
276
|
|
|
(8
|
)
|
|
30
|
|
|
298
|
|
|
Other comprehensive income
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Contribution from tax equity investor
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
|
24
|
|
|
Common stock dividends declared ($0.6050 per share)
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
(197
|
)
|
|
—
|
|
|
—
|
|
|
(197
|
)
|
|
Dividends to noncontrolling interests ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
Noncash stock-based compensation
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
Deconsolidation of SoCore Energy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
Balance at June 30, 2018
|
$
|
2,537
|
|
|
$
|
(44
|
)
|
|
$
|
9,286
|
|
|
$
|
11,779
|
|
|
$
|
—
|
|
|
$
|
2,193
|
|
|
$
|
13,972
|
|
|
|
|
|
1
|
Edison International recognized a cumulative effect adjustment to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2018 related to the adoption of the accounting standards update on revenue recognition and the measurement of financial instruments.
|
The following table provides SCE's changes in equity for the three and
six months ended June 30, 2019
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions, except per-share amounts)
|
Preferred
and
Preference
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Equity
|
|
Balance at December 31, 2018
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
680
|
|
|
$
|
(23
|
)
|
|
$
|
8,715
|
|
|
$
|
13,785
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
323
|
|
|
323
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Cumulative effect of accounting change
1
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
Dividends declared on common stock ($0.4599 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
(200
|
)
|
|
Dividends declared on preferred and preference stock ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
|
Noncash stock-based compensation
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Balance at March 31, 2019
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
683
|
|
|
$
|
(27
|
)
|
|
$
|
8,801
|
|
|
$
|
13,870
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
449
|
|
|
449
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Capital contribution from Edison International Parent
|
—
|
|
|
—
|
|
|
1,200
|
|
|
—
|
|
|
—
|
|
|
1,200
|
|
|
Dividends declared on preferred and preference stock ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
Noncash stock-based compensation
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Balance at June 30, 2019
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
1,886
|
|
|
$
|
(26
|
)
|
|
$
|
9,219
|
|
|
$
|
15,492
|
|
|
|
|
|
1
|
SCE recognized a cumulative effect adjustment to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2019 related to the adoption of the accounting standards update on the reclassification of stranded tax effects resulting from Tax Reform. See Note 1 for further information.
|
The following table provides SCE's changes in equity for the three and
six months ended June 30, 2018
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions, except per-share amounts)
|
Preferred
and
Preference
Stock
|
|
Common
Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Retained
Earnings
|
|
Total
Equity
|
|
Balance at December 31, 2017
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
671
|
|
|
$
|
(19
|
)
|
|
$
|
9,607
|
|
|
$
|
14,672
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
316
|
|
|
316
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|
Cumulative effect of accounting change
1
|
|
|
|
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|
Dividends declared on common stock ($0.4875 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(212
|
)
|
|
(212
|
)
|
|
Dividends declared on preferred and preference stock ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
Noncash stock-based compensation
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
Balance at March 31, 2018
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
673
|
|
|
$
|
(22
|
)
|
|
$
|
9,684
|
|
|
$
|
14,748
|
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327
|
|
|
327
|
|
|
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|
Dividends declared on common stock ($0.2299 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(100
|
)
|
|
Dividends declared on preferred and preference stock ($0.255 - $0.299 per share for preferred stock; $15.625 - $35.936 per share for preference stock)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
|
(30
|
)
|
|
Stock-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Noncash stock-based compensation
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
Balance at June 30, 2018
|
$
|
2,245
|
|
|
$
|
2,168
|
|
|
$
|
676
|
|
|
$
|
(21
|
)
|
|
$
|
9,878
|
|
|
$
|
14,946
|
|
|
|
|
|
1
|
SCE recognized a cumulative effect adjustment to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2018 related to the adoption of the accounting standards update on the measurement of financial instruments.
|
Note 3. Variable Interest Entities
A variable interest entity ("VIE") is defined as a legal entity that meets one of two conditions: (1) the equity owners do not have sufficient equity at risk, or (2) the holders of the equity investment at risk, as a group, lack any of the following three characteristics: decision-making 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. Commercial and operating activities include construction, operation and maintenance, fuel procurement, dispatch, and compliance with regulatory and contractual requirements.
Variable Interest in VIEs that are not Consolidated
Power Purchase Agreements
SCE has power purchase agreements ("PPAs") that are classified as variable interests in VIEs, including tolling agreements through which SCE provides the natural gas to fuel the plants, contracts with qualifying facilities ("QF") that contain variable pricing provisions based on the price of natural gas and renewable energy contracts through which SCE absorbs commodity price risk. SCE has concluded that it is not the primary beneficiary of these VIEs since it does not control the commercial and operating activities of these entities. Since payments for capacity are the primary source of income, the most significant economic activity for these VIEs is the operation and maintenance of the power plants.
As of the balance sheet date, the carrying amount of assets and liabilities in SCE's consolidated balance sheet that relate to involvement with VIEs result from current amounts due under the PPAs. Under these contracts, SCE recovers the costs incurred through demonstration of compliance with its California Public Utilities Commission ("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 11 of the 2018 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
4,874
MW and
3,575
MW at
June 30, 2019
and
2018
, respectively, and the amounts that SCE paid to these projects were
$122 million
and
$99 million
for the three months ended
June 30, 2019
and
2018
, respectively, and
$275 million
and
$239 million
for the six months ended
June 30, 2019
and
2018
, respectively. These amounts are recoverable in customer rates, subject to reasonableness review.
Unconsolidated Trusts of SCE
SCE Trust II, Trust III, Trust IV, Trust V, and Trust VI were formed in 2013, 2014, 2015, 2016, and 2017, respectively, for the exclusive purpose of issuing the
5.10%
,
5.75%
,
5.375%
,
5.45%
, and
5.00%
trust preference securities, respectively ("trust securities"). The trusts are VIEs. SCE has concluded that it is not the primary beneficiary of these VIEs as it does not have the obligation to absorb the expected losses or the right to receive the expected residual returns of the trusts. SCE Trust II, Trust III, Trust IV, Trust V and Trust VI issued to the public trust securities in the face amounts of
$400 million
,
$275 million
,
$325 million
,
$300 million
, and
$475 million
(cumulative, liquidation amounts of
$25
per share), respectively, and
$10,000
of common stock each to SCE. The trusts invested the proceeds of these trust securities in Series G, Series H, Series J, Series K, and Series L Preference Stock issued by SCE in the principal amounts of
$400 million
,
$275 million
,
$325 million
,
$300 million
, and
$475 million
(cumulative,
$2,500
per share liquidation values), respectively, which have substantially the same payment terms as the respective trust securities.
The Series G, Series H, Series J, Series K, and Series L Preference Stock and the corresponding trust securities do not have a maturity date. Upon any redemption of any shares of the Series G, Series H, Series J, Series K, or Series L Preference Stock, a corresponding dollar amount of trust securities will be redeemed by the applicable trust. The applicable trust will make distributions at the same rate and on the same dates on the applicable series of trust securities if and when the SCE Board of Directors declares and makes dividend payments on the related Preference Stock. The applicable trust will use any dividends it receives on the related Preference Stock to make its corresponding distributions on the applicable series of trust securities. If SCE does not make a dividend payment to any of these trusts, SCE would be prohibited from paying dividends on its common stock. SCE has fully and unconditionally guaranteed the payment of the trust securities and trust distributions, if and when SCE pays dividends on the related Preference Stock.
The Trust II, Trust III, Trust IV, Trust V and Trust VI balance sheets as of
June 30, 2019
and
December 31, 2018
, consisted of investments of
$400 million
,
$275 million
,
$325 million
,
$300 million
, and
$475 million
in the Series G, Series H, Series J, Series K and Series L Preference Stock, respectively,
$400 million
,
$275 million
,
$325 million
,
$300 million
, and
$475 million
of trust securities, respectively, and
$10,000
each of common stock.
The following table provides a summary of the trusts' income statements:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
(in millions)
|
|
Trust II
|
|
Trust III
|
|
Trust IV
|
|
Trust V
|
|
Trust VI
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
Dividend distributions
|
|
5
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
$
|
6
|
|
|
Dividend distributions
|
|
5
|
|
|
4
|
|
|
5
|
|
|
4
|
|
|
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30,
|
|
(in millions)
|
|
Trust II
|
|
Trust III
|
|
Trust IV
|
|
Trust V
|
|
Trust VI
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
12
|
|
|
Dividend distributions
|
|
10
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|
12
|
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
Dividend income
|
|
$
|
10
|
|
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
12
|
|
|
Dividend distributions
|
|
10
|
|
|
8
|
|
|
9
|
|
|
8
|
|
|
12
|
|
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
June 30, 2019
and
December 31, 2018
, nonperformance risk was not material for Edison International and 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 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 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 – The fair value of SCE's Level 3 assets and liabilities is determined using an income approach through various models and techniques that require significant unobservable inputs. This level includes derivative contracts that trade infrequently such as congestion revenue rights ("CRRs"). 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
and
Collateral
1
|
|
Total
|
|
Assets at fair value
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
63
|
|
|
$
|
(3
|
)
|
|
$
|
63
|
|
|
Other
|
9
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
|
|
|
Stocks
2
|
1,611
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,611
|
|
|
Fixed Income
3
|
960
|
|
|
1,821
|
|
|
—
|
|
|
—
|
|
|
2,781
|
|
|
Short-term investments, primarily cash equivalents
|
79
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|
Subtotal of nuclear decommissioning trusts
4
|
2,650
|
|
|
1,842
|
|
|
—
|
|
|
—
|
|
|
4,492
|
|
|
Total assets
|
2,659
|
|
|
1,866
|
|
|
63
|
|
|
(3
|
)
|
|
4,585
|
|
|
Liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
—
|
|
|
34
|
|
|
—
|
|
|
(30
|
)
|
|
4
|
|
|
Total liabilities
|
—
|
|
|
34
|
|
|
—
|
|
|
(30
|
)
|
|
4
|
|
|
Net assets
|
$
|
2,659
|
|
|
$
|
1,832
|
|
|
$
|
63
|
|
|
$
|
27
|
|
|
$
|
4,581
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
(in millions)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Netting
and
Collateral
1
|
|
Total
|
|
Assets at fair value
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
141
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
Other
|
9
|
|
|
21
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
Nuclear decommissioning trusts:
|
|
|
|
|
|
|
|
|
|
|
Stocks
2
|
1,382
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,382
|
|
|
Fixed Income
3
|
1,001
|
|
|
1,665
|
|
|
—
|
|
|
—
|
|
|
2,666
|
|
|
Short-term investments, primarily cash equivalents
|
120
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
Subtotal of nuclear decommissioning trusts
4
|
2,503
|
|
|
1,760
|
|
|
—
|
|
|
—
|
|
|
4,263
|
|
|
Total assets
|
2,512
|
|
|
1,813
|
|
|
141
|
|
|
—
|
|
|
4,466
|
|
|
Liabilities at fair value
|
|
|
|
|
|
|
|
|
|
|
Derivative contracts
|
—
|
|
|
13
|
|
|
—
|
|
|
(7
|
)
|
|
6
|
|
|
Total liabilities
|
—
|
|
|
13
|
|
|
—
|
|
|
(7
|
)
|
|
6
|
|
|
Net assets
|
$
|
2,512
|
|
|
$
|
1,800
|
|
|
$
|
141
|
|
|
$
|
7
|
|
|
$
|
4,460
|
|
|
|
|
|
1
|
Represents the netting of assets and liabilities under master netting agreements and cash collateral.
|
|
|
|
|
2
|
Approximately
71%
of SCE's equity investments were in companies located in the United States at both
June 30, 2019
and
December 31, 2018
.
|
|
|
|
|
3
|
Includes corporate bonds, which were diversified by the inclusion of collateralized mortgage obligations and other asset backed securities of
$67 million
at both
June 30, 2019
and
December 31, 2018
.
|
|
|
|
|
4
|
Excludes net payables of
$71 million
and
$143 million
at
June 30, 2019
and
December 31, 2018
, respectively, which consist of interest and dividend receivables as well as receivables and payables related to SCE's pending securities sales and purchases.
|
Edison International Parent and Other
Edison International Parent and Other assets measured at fair value consisted of money market funds of
$219 million
and
$115 million
at
June 30, 2019
and
December 31, 2018
, respectively, classified as Level 1.
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 June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Fair value of net assets at beginning of period
|
|
$
|
95
|
|
|
$
|
81
|
|
|
$
|
141
|
|
|
$
|
101
|
|
|
Total realized/unrealized losses
1
|
|
(32
|
)
|
|
(29
|
)
|
|
(78
|
)
|
|
(49
|
)
|
|
Fair value of net assets at end of period
2
|
|
$
|
63
|
|
|
$
|
52
|
|
|
$
|
63
|
|
|
$
|
52
|
|
|
Change during the period in unrealized gains and losses related to assets and liabilities held at the end of the period
|
|
$
|
(7
|
)
|
|
$
|
7
|
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
|
|
|
1
|
Due to regulatory mechanisms, SCE's realized and unrealized gains and losses are recorded as regulatory assets and liabilities.
|
|
|
|
|
2
|
There were no material transfers into or out of Level 3
during
2019
and
2018
.
|
The following table sets forth SCE's valuation techniques and significant unobservable inputs used to determine fair value for significant Level 3 assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value (in millions)
|
|
Significant
|
Range
|
|
|
Assets
|
|
Liabilities
|
Valuation Technique(s)
|
Unobservable Input
|
(Weighted Average)
|
|
Congestion revenue rights
|
|
|
|
|
|
|
June 30, 2019
|
$
|
63
|
|
|
$
|
—
|
|
Auction prices
|
CAISO CRR auction prices
|
$(7.02) - $41.52 ($1.23)
|
|
December 31, 2018
|
141
|
|
|
—
|
|
Auction prices
|
CAISO CRR auction prices
|
$(7.41) - $41.52 ($1.62)
|
Level 3 Fair Value Uncertainty
For CRRs, increases or decreases in CAISO auction prices would result in higher or lower fair value as of
June 30, 2019
, 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. The fair value of these financial instruments is based on evaluated prices that reflect significant observable market information such as reported trades, actual trade information of similar securities, benchmark yields, broker/dealer quotes, issuer spreads, bids, offers, and relevant credit information. There are no securities classified as Level 3 in the nuclear decommissioning trusts.
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 current portion of long-term debt) are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
December 31, 2018
|
|
(in millions)
|
|
Carrying
Value
1
|
|
Fair
Value
2
|
|
Carrying
Value
1
|
|
Fair
Value
2
|
|
Edison International
|
|
$
|
16,362
|
|
|
$
|
17,386
|
|
|
$
|
14,711
|
|
|
$
|
14,844
|
|
|
SCE
|
|
14,025
|
|
|
15,046
|
|
|
12,971
|
|
|
13,180
|
|
|
|
|
|
1
|
Carrying value is net of debt issuance costs.
|
2
The fair value of Edison International's and SCE's short-term and long-term debt is classified as Level 2.
Note 5. Debt and Equity Financing
Long-Term Debt
During the first quarter of 2019, SCE issued
$500 million
of
4.20%
first and refunding mortgage bonds due in
2029
and
$600 million
of
4.875%
first and refunding mortgage bonds due in
2049
. The proceeds were used to repay commercial paper borrowings and for general corporate purposes.
In June 2019, Edison International Parent issued
$600 million
of
5.75%
senior notes due June 15, 2027. Of the proceeds of the senior note offering,
$450 million
was contributed to SCE with the remainder to be used for general corporate and working capital purposes.
Credit Agreements and Short-Term Debt
In February 2019, SCE borrowed
$750 million
under a Term Loan Agreement due in February 2020, with a variable interest rate based on the London Interbank Offered Rate plus
70
basis points. The proceeds were used to repay SCE's commercial paper borrowings and for general corporate purposes.
In April 2019, Edison International Parent borrowed
$1.0 billion
under a Term Loan Agreement due in April 2020, with a variable interest rate based on the London Interbank Offered Rate plus
90
basis points. Of the proceeds of the term loan,
$750 million
was contributed to SCE with the remainder to be used for general corporate and working capital purposes. SCE used the
$750 million
contribution to repay its February 2019 Term Loan discussed above.
In June 2019, SCE and Edison International Parent amended the maturity date of their multi-year revolving credit facilities of
$3.0 billion
and
$1.5 billion
, respectively. The facilities now mature in May 2024, with an option to extend for an additional year, which may be exercised upon agreement between SCE or Edison International Parent and their respective lenders. SCE's credit facility is generally used to support commercial paper borrowings and letters of credit issued for procurement-related collateral requirements, balancing account undercollections and for general corporate purposes, including working capital requirements to support operations and capital expenditures. Edison International Parent's credit facility is used to support commercial paper borrowings and for general corporate purposes.
In June 2019, SCE used the
$450 million
capital contribution from Edison International Parent to repay commercial paper borrowings and for general corporate purposes. At
June 30, 2019
, SCE's outstanding commercial paper, net of discount, was $
213 million
at a weighted-average interest rate of
2.89%
. At
June 30, 2019
, letters of credit issued under SCE's credit facility aggregated
$209 million
, substantially all of which are scheduled to expire in
twelve months
or less. At
December 31, 2018
, the outstanding commercial paper, net of discount, was
$720 million
at a weighted-average interest rate of
3.23%
.
Edison International Parent had
no
outstanding commercial paper at both
June 30, 2019
and
December 31, 2018
.
Issuance of Common Stock
At-the-Market Program
In May 2019, Edison International filed a prospectus supplement and executed several distribution agreements with certain sales agents to establish an "at-the-market" ("ATM") program under which it may sell shares of its common stock having an aggregate sales price of up to
$1.5 billion
. As of June 30, 2019, no sales had occurred and Edison International has no obligation to sell the remaining shares available under the ATM program.
Note 6. Derivative Instruments
Derivative financial instruments are used to manage exposure to commodity price risk. These risks are managed in part by entering into forward commodity transactions, including options, swaps and futures. To mitigate credit risk from counterparties in the event of nonperformance, master netting agreements are used whenever possible and counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.
Commodity Price Risk
Commodity price risk represents the potential impact that can be caused by a change in the market value of a particular commodity. SCE's electricity price exposure arises from energy purchased from and sold to wholesale markets as a result of differences between SCE's load requirements and the amount of energy delivered from its generating facilities and PPAs. SCE's natural gas price exposure arises from natural gas purchased for the Mountainview power plant and peaker plants, QF contracts where pricing is based on a monthly natural gas index and PPAs in which SCE has agreed to provide the natural gas needed for generation, referred to as tolling arrangements.
Credit and Default Risk
Credit and default risk represent the potential impact that can be caused if a counterparty were to default on its contractual obligations and SCE would be exposed to spot markets for buying replacement power or selling excess power. In addition, SCE would be exposed to the risk of non-payment of accounts receivable, primarily related to the sales of excess power and realized gains on derivative instruments.
Certain power and gas contracts contain master netting agreements or similar agreements, which generally allow counterparties subject to the agreement to offset amounts when certain criteria are met, such as in the event of default. The objective of netting is to reduce credit exposure. Additionally, to reduce SCE's risk exposures counterparties may be required to pledge collateral depending on the creditworthiness of each counterparty and the risk associated with the transaction.
Certain power and gas contracts contain a provision that requires SCE to maintain an investment grade rating from each of the major credit rating agencies, referred to as a credit-risk-related contingent feature. If SCE's credit rating were to fall below investment grade, SCE may be required to post additional collateral to cover derivative liabilities and the related outstanding payables. The net fair value of all derivative liabilities with these credit-risk-related contingent features was
$4 million
as of
June 30, 2019
and
December 31, 2018
, for which SCE has posted
no
collateral and
$17 million
collateral at
June 30, 2019
and
December 31, 2018
, respectively, to its counterparties for its derivative liabilities and related outstanding payables. If the credit-risk-related contingent features underlying these agreements were triggered on
June 30, 2019
, SCE would be required to post
$5 million
of additional collateral.
Fair Value of Derivative Instruments
SCE presents its derivative assets and liabilities on a net basis on its consolidated balance sheets when subject to master netting agreements or similar agreements. Derivative positions are also offset against margin and cash collateral deposits. In addition, SCE has provided collateral in the form of letters of credit. Collateral requirements can vary depending upon the level of unsecured credit extended by counterparties, changes in market prices relative to contractual commitments and other factors. 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2019
|
|
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
Assets
|
|
(in millions)
|
|
Short-Term
|
|
Long-Term
1
|
|
Subtotal
|
|
Short-Term
2
|
|
Long-Term
|
|
Subtotal
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross amounts recognized
|
|
$
|
58
|
|
|
$
|
8
|
|
|
$
|
66
|
|
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
32
|
|
|
Gross amounts offset in the consolidated balance sheets
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
Cash collateral posted
3
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(27
|
)
|
|
—
|
|
|
(27
|
)
|
|
27
|
|
|
Net amounts presented in the consolidated balance sheets
|
|
$
|
55
|
|
|
$
|
8
|
|
|
$
|
63
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
59
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
Derivative Assets
|
|
Derivative Liabilities
|
|
Net
Assets
|
|
(in millions)
|
|
Short-Term
|
|
Long-Term
1
|
|
Subtotal
|
|
Short-Term
2
|
|
Long-Term
|
|
Subtotal
|
|
|
Commodity derivative contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross amounts recognized
|
|
$
|
171
|
|
|
$
|
2
|
|
|
$
|
173
|
|
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
13
|
|
|
$
|
160
|
|
|
Gross amounts offset in the consolidated balance sheets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cash collateral posted
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
7
|
|
|
Net amounts presented in the consolidated balance sheets
|
|
$
|
171
|
|
|
$
|
2
|
|
|
$
|
173
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
167
|
|
1
Included in "Other long-term assets" on Edison International's and SCE's consolidated balance sheets.
2
Included in "Other current liabilities" on Edison International's and SCE's consolidated balance sheets.
3
At June 30, 2019, SCE posted
$46 million
of cash, of which
$27 million
was offset against net derivative liabilities and
$19 million
was reflected in "Other current assets" on the consolidated balance sheets.
Income Statement Impact of Derivative Instruments
SCE recognizes realized gains and losses on derivative instruments as purchased power expense and expects that such gains or losses will be part of the purchased power costs recovered from customers. As a result, realized gains and losses do not affect earnings, but may temporarily affect cash flows. Due to expected future recovery from customers, unrealized gains and losses are recorded as regulatory assets and liabilities and therefore also do not affect earnings. The remaining effects of derivative activities and related regulatory offsets are reported in cash flows from operating activities in the consolidated statements of cash flows.
The following table summarizes the components of SCE's economic hedging activity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Realized gains (losses)
|
|
$
|
(2
|
)
|
|
$
|
(8
|
)
|
|
$
|
30
|
|
|
$
|
(20
|
)
|
|
Unrealized losses
|
|
(78
|
)
|
|
(12
|
)
|
|
(128
|
)
|
|
(26
|
)
|
Notional Volumes of Derivative Instruments
The following table summarizes the notional volumes of derivatives used for SCE hedging activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Economic Hedges
|
|
Commodity
|
|
Unit of Measure
|
|
June 30, 2019
|
|
December 31, 2018
|
|
Electricity options, swaps and forwards
|
|
GWh
|
|
4,750
|
|
|
2,786
|
|
|
Natural gas options, swaps and forwards
|
|
Bcf
|
|
28
|
|
|
20
|
|
|
Congestion revenue rights
|
|
GWh
|
|
30,247
|
|
|
54,453
|
|
Note 7. Revenue
SCE's revenue is disaggregated by two revenue sources:
|
|
|
|
•
|
Earning activities – representing revenue authorized by the CPUC and FERC, which is intended to provide SCE a reasonable opportunity to recover its costs and earn a return on its net investment in generation, transmission, and distribution assets. The annual revenue requirements are comprised of authorized operation and maintenance costs, depreciation, taxes, and a return consistent with the capital structure. Also, included in earnings activities are revenue or penalties related to incentive mechanisms, other operating revenue, and regulatory charges or disallowances.
|
|
|
|
|
•
|
Cost-recovery activities – representing CPUC- and FERC- authorized balancing accounts, which allow for recovery of specific project or program costs, subject to reasonableness review or compliance with upfront standards. Cost-recovery activities include rates which provide recovery, subject to reasonableness review of, among other things, fuel costs, purchased power costs, public purpose related-program costs (including energy efficiency and demand-side management programs), and certain operation and maintenance expenses. SCE earns no return on these activities.
|
The following table is a summary of SCE's revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, 2019
|
Three months ended June 30, 2018
|
|
(in millions)
|
Earning
Activities
|
Cost-
Recovery
Activities
|
Total
Consolidated
|
Earning Activities
|
Cost-Recovery Activities
|
Total Consolidated
|
|
Revenues from contracts with customers
1,2,3
|
$
|
1,532
|
|
$
|
767
|
|
$
|
2,299
|
|
$
|
1,534
|
|
$
|
1,146
|
|
$
|
2,680
|
|
|
Alternative revenue programs and other operating revenue
4
|
5
|
|
496
|
|
501
|
|
1
|
|
122
|
|
123
|
|
|
Total operating revenue
|
$
|
1,537
|
|
$
|
1,263
|
|
$
|
2,800
|
|
$
|
1,535
|
|
$
|
1,268
|
|
$
|
2,803
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, 2019
|
Six months ended June 30, 2018
|
|
(in millions)
|
Earning
Activities
|
Cost-
Recovery
Activities
|
Total
Consolidated
|
Earning Activities
|
Cost-Recovery Activities
|
Total Consolidated
|
|
Revenues from contracts with customers
1,2,3
|
$
|
3,034
|
|
$
|
1,724
|
|
$
|
4,758
|
|
$
|
3,070
|
|
$
|
2,338
|
|
$
|
5,408
|
|
|
Alternative revenue programs and other operating revenue
4
|
53
|
|
805
|
|
858
|
|
(22
|
)
|
(29
|
)
|
(51
|
)
|
|
Total operating revenue
|
$
|
3,087
|
|
$
|
2,529
|
|
$
|
5,616
|
|
$
|
3,048
|
|
$
|
2,309
|
|
$
|
5,357
|
|
|
|
|
|
1
|
In the absence of a 2018 GRC decision, SCE recognized CPUC revenue in 2018 and the three months ended March 31, 2019 based on the 2017 authorized revenue requirement adjusted mainly for the July 2017 cost of capital decision and Tax Reform. SCE recorded the impact of the 2018 GRC final decision in the second quarter of 2019, including a
$265 million
reduction in revenue. The 2018 GRC final decision results in 2018 and 2019 base rate revenue requirements of
$5.116 billion
and
$5.451 billion
, respectively. For further information, see Note 1.
|
|
|
|
|
2
|
At June 30, 2019 and December 31, 2018, SCE's receivables related to contracts from customers were
$1.2 billion
and
$1.1 billion
, respectively, which include accrued unbilled revenue of
$562 million
and
$482 million
, respectively.
|
|
|
|
|
3
|
Includes SCE's franchise fees billed to customers of
$25 million
and
$29 million
for the three months ended June 30, 2019 and 2018, respectively, and
$53 million
and
$57 million
for the six months ended June 30, 2019 and 2018, respectively.
|
|
|
|
|
4
|
Includes differences between amounts billed and authorized levels for both CPUC and FERC.
|
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 June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Edison International:
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
$
|
344
|
|
|
$
|
289
|
|
|
$
|
540
|
|
|
$
|
500
|
|
|
Provision for income tax at federal statutory rate of 21%
|
72
|
|
|
61
|
|
|
113
|
|
|
105
|
|
|
Increase in income tax from:
|
|
|
|
|
|
|
|
|
|
|
State tax, net of federal benefit
|
2
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
Property-related
|
(74
|
)
|
|
(69
|
)
|
|
(143
|
)
|
|
(138
|
)
|
|
Shared-based compensation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2018 GRC Final Decision
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
Deferred tax re-measurement
1
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
Other
|
2
|
|
|
(1
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|
Total income tax benefit from continuing operations
|
$
|
(78
|
)
|
|
$
|
(9
|
)
|
|
$
|
(190
|
)
|
|
$
|
(40
|
)
|
|
Effective tax rate
|
(22.7
|
)%
|
|
(3.1
|
)%
|
|
(35.2
|
)%
|
|
(8.0
|
)%
|
|
SCE:
|
|
|
|
|
|
|
|
|
Income from continuing operations before income taxes
|
$
|
381
|
|
|
$
|
325
|
|
|
$
|
599
|
|
|
$
|
635
|
|
|
Provision for income tax at federal statutory rate of 21%
|
80
|
|
|
68
|
|
|
126
|
|
|
133
|
|
|
Increase in income tax from:
|
|
|
|
|
|
|
|
|
|
|
State tax, net of federal benefit
|
3
|
|
|
3
|
|
|
(2
|
)
|
|
4
|
|
|
Property-related
|
(74
|
)
|
|
(69
|
)
|
|
(143
|
)
|
|
(138
|
)
|
|
Shared-based compensation
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
2018 GRC Final Decision
|
(80
|
)
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
Deferred tax re-measurement
1
|
—
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
Other
|
3
|
|
|
(4
|
)
|
|
(3
|
)
|
|
(7
|
)
|
|
Total income tax benefit from continuing operations
|
$
|
(68
|
)
|
|
$
|
(2
|
)
|
|
$
|
(173
|
)
|
|
$
|
(8
|
)
|
|
Effective tax rate
|
(17.8
|
)%
|
|
(0.6
|
)%
|
|
(28.9
|
)%
|
|
(1.3
|
)%
|
1
Relates to changes in the allocation of deferred tax re-measurement between customers and shareholders as a result of a CPUC resolution issued in February 2019. The resolution determined that customers are only entitled to excess deferred taxes which were included when setting rates, while other deferred tax re-measurement belongs to the shareholders.
The CPUC requires flow-through ratemaking treatment for the current tax benefit arising from certain property-related and other temporary differences which reverse over time. Flow-through items reduce current authorized revenue requirements in SCE's rate cases and result in a regulatory asset for recovery of deferred income taxes in future periods. The difference between the authorized amounts as determined in SCE's rate cases, adjusted for balancing and memorandum account activities, and the recorded flow-through items also result in increases or decreases in regulatory assets with a corresponding impact on the effective tax rate to the extent that recorded deferred amounts are expected to be recovered in future rates. For further information, see Note 11.
2018 GRC Final Decision
SCE recorded a tax benefit of
$80 million
related to the adoption of the 2018 GRC final decision primarily related to tax benefits on property-related items. This change primarily results from an updated estimate in the amount of excess deferred taxes returned to ratepayers for the year 2018.
Tax Disputes
Tax years that remain open for examination by the Internal Revenue Service ("IRS") and the California Franchise Tax Board are 2015 – 2017 and 2010 – 2017, respectively. Edison International has settled all open tax positions with the IRS for taxable years prior to 2013.
In the fourth quarter of 2018, Edison International recorded the impacts of a settlement reached with the California Franchise Tax Board for tax years 1994 – 2006 that resulted in a
$65 million
refund of tax and interest. This refund was received in the second quarter of 2019. Tax years 2007 – 2009 are currently under protest with the California Franchise Tax Board.
Note 9. Compensation and Benefit Plans
Pension Plans
Net periodic pension expense components for continuing operations are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Edison International:
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
32
|
|
|
$
|
32
|
|
|
$
|
64
|
|
|
$
|
64
|
|
|
Non-service cost (benefit)
|
|
|
|
|
|
|
|
|
Interest cost
|
39
|
|
|
35
|
|
|
78
|
|
|
70
|
|
|
Expected return on plan assets
|
(52
|
)
|
|
(56
|
)
|
|
(104
|
)
|
|
(113
|
)
|
|
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Amortization of net loss
1
|
2
|
|
|
2
|
|
|
4
|
|
|
4
|
|
|
Regulatory adjustment
|
(4
|
)
|
|
3
|
|
|
(8
|
)
|
|
5
|
|
|
Total non-service benefit
2
|
$
|
(14
|
)
|
|
$
|
(16
|
)
|
|
$
|
(29
|
)
|
|
$
|
(33
|
)
|
|
Total expense recognized
|
$
|
18
|
|
|
$
|
16
|
|
|
$
|
35
|
|
|
$
|
31
|
|
|
SCE:
|
|
|
|
|
|
|
|
|
Service cost
|
$
|
31
|
|
|
$
|
31
|
|
|
$
|
62
|
|
|
$
|
62
|
|
|
Non-service cost (benefit)
|
|
|
|
|
|
|
|
|
Interest cost
|
36
|
|
|
32
|
|
|
71
|
|
|
64
|
|
|
Expected return on plan assets
|
(49
|
)
|
|
(54
|
)
|
|
(98
|
)
|
|
(107
|
)
|
|
Amortization of prior service cost
|
1
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
Amortization of net loss
1
|
2
|
|
|
2
|
|
|
3
|
|
|
3
|
|
|
Regulatory adjustment
|
(4
|
)
|
|
3
|
|
|
(8
|
)
|
|
5
|
|
|
Total non-service benefit
2
|
$
|
(14
|
)
|
|
$
|
(17
|
)
|
|
$
|
(31
|
)
|
|
$
|
(34
|
)
|
|
Total expense recognized
|
$
|
17
|
|
|
$
|
14
|
|
|
$
|
31
|
|
|
$
|
28
|
|
|
|
|
|
1
|
Includes the amount of net loss reclassified from other comprehensive loss. The amount reclassified for Edison International and SCE was
$2 million
and
$2 million
, respectively, for the three months ended
June 30, 2019
, and
$4 million
and
$3 million
, respectively, for the six months ended
June 30, 2019
. The amount reclassified for Edison International and SCE was
$2 million
and
$2 million
, respectively, for the three months ended
June 30, 2018
, and
$4 million
and
$3 million
, respectively, for the six months ended
June 30, 2018
.
|
2
Included in "Other income and expense" on Edison International's and SCE's consolidated statement of income.
Postretirement Benefits Other Than Pensions ("PBOP")
Net periodic PBOP expense components for continuing operations for Edison International and SCE are:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Service cost
|
$
|
8
|
|
|
$
|
10
|
|
|
$
|
16
|
|
|
$
|
19
|
|
|
Non-service cost (benefit)
|
|
|
|
|
|
|
|
|
Interest cost
|
21
|
|
|
21
|
|
|
42
|
|
|
42
|
|
|
Expected return on plan assets
|
(28
|
)
|
|
(30
|
)
|
|
(56
|
)
|
|
(60
|
)
|
|
Amortization of prior service cost
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
Amortization of net gain
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
Regulatory adjustment
|
6
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
Total non-service cost benefit
1
|
$
|
(2
|
)
|
|
$
|
(10
|
)
|
|
$
|
(4
|
)
|
|
$
|
(19
|
)
|
|
Total expense
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
—
|
|
1
Included in "Other income and expense" on Edison International's and SCE's consolidated statement of income.
Note 10. Investments
Nuclear Decommissioning Trusts
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 of fair value of the trust investments):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Longest
Maturity
Dates
|
|
Amortized Cost
|
|
Fair Value
|
|
(in millions)
|
|
June 30,
2019
|
|
December 31,
2018
|
|
June 30,
2019
|
|
December 31, 2018
|
|
Stocks
|
—
|
|
*
|
|
|
*
|
|
|
$
|
1,611
|
|
|
$
|
1,381
|
|
|
Municipal bonds
|
2057
|
|
$
|
624
|
|
|
$
|
665
|
|
|
762
|
|
|
767
|
|
|
U.S. government and agency securities
|
2067
|
|
1,184
|
|
|
1,193
|
|
|
1,326
|
|
|
1,288
|
|
|
Corporate bonds
|
2068
|
|
621
|
|
|
573
|
|
|
693
|
|
|
611
|
|
|
Short-term investments and receivables/payables
1
|
One-year
|
|
27
|
|
|
70
|
|
|
29
|
|
|
73
|
|
|
Total
|
|
|
$
|
2,456
|
|
|
$
|
2,501
|
|
|
$
|
4,421
|
|
|
$
|
4,120
|
|
|
|
|
|
*
|
Equity investments are measured at fair value.
|
|
|
|
|
1
|
Short-term investments include
$14 million
and
$71 million
of repurchase agreements payable by financial institutions which earn interest, are fully secured by U.S. Treasury securities and mature by
July 1, 2019
and
January 2, 2019
as of
June 30, 2019
and
December 31, 2018
, respectively.
|
Trust fund earnings (based on specific identification) increase the trust fund balance and the asset retirement obligation ("ARO") regulatory liability. Unrealized holding gains, net of losses, were
$1.7 billion
and
$1.4 billion
at
June 30, 2019
and
December 31, 2018
, respectively, and other-than-temporary impairments of
$160 million
and
$170 million
at the respective periods.
Trust assets are used to pay income taxes arising from trust investing activity. Deferred tax liabilities related to net unrealized gains were
$383 million
and
$323 million
at
June 30, 2019
and
December 31, 2018
, respectively. Accordingly, the fair value of trust assets available to pay future decommissioning costs, net of deferred income taxes, totaled
$4.0 billion
and
$3.8 billion
at
June 30, 2019
and
December 31, 2018
, respectively.
The following table summarizes the gains and (losses) for the trust investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Gross realized gains
|
$
|
22
|
|
|
$
|
26
|
|
|
$
|
45
|
|
|
$
|
87
|
|
|
Gross realized loss
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(10
|
)
|
|
Net unrealized gains (losses) for equity securities
|
38
|
|
|
(5
|
)
|
|
206
|
|
|
(68
|
)
|
Due to regulatory mechanisms, changes in assets of the trusts from income or loss items have no impact on operating revenue or earnings.
Note 11. Regulatory Assets and Liabilities
Regulatory Assets
SCE's regulatory assets included on the consolidated balance sheets are:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30,
2019
|
|
December 31,
2018
|
|
Current:
|
|
|
|
|
Regulatory balancing accounts
|
$
|
987
|
|
|
$
|
814
|
|
|
Power contracts
|
285
|
|
|
305
|
|
|
Other
|
22
|
|
|
14
|
|
|
Total current
|
1,294
|
|
|
1,133
|
|
|
Long-term:
|
|
|
|
|
Deferred income taxes, net of liabilities
|
3,800
|
|
|
3,589
|
|
|
Pensions and other postretirement benefits
|
278
|
|
|
271
|
|
|
Power contracts
|
561
|
|
|
700
|
|
|
Unamortized investments, net of accumulated amortization
|
113
|
|
|
118
|
|
|
Unamortized loss on reacquired debt
|
148
|
|
|
153
|
|
|
Regulatory balancing accounts
|
346
|
|
|
360
|
|
|
Environmental remediation
|
132
|
|
|
134
|
|
|
Other
|
91
|
|
|
55
|
|
|
Total long-term
|
5,469
|
|
|
5,380
|
|
|
Total regulatory assets
|
$
|
6,763
|
|
|
$
|
6,513
|
|
Regulatory Liabilities
SCE's regulatory liabilities included on the consolidated balance sheets are:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30,
2019
|
|
December 31,
2018
|
|
Current:
|
|
|
|
|
Regulatory balancing accounts
|
$
|
728
|
|
|
$
|
1,080
|
|
|
Energy derivatives
|
24
|
|
|
158
|
|
|
2018 GRC
1
|
—
|
|
|
274
|
|
|
Other
|
15
|
|
|
20
|
|
|
Total current
|
767
|
|
|
1,532
|
|
|
Long-term:
|
|
|
|
|
Cost of removal
|
2,737
|
|
|
2,769
|
|
|
Re-measurement of deferred taxes
2
|
2,530
|
|
|
2,776
|
|
|
Recoveries in excess of ARO liabilities
3
|
1,454
|
|
|
1,130
|
|
|
Regulatory balancing accounts
|
1,591
|
|
|
1,344
|
|
|
Other postretirement benefits
|
194
|
|
|
185
|
|
|
Other
|
179
|
|
|
125
|
|
|
Total long-term
|
8,685
|
|
|
8,329
|
|
|
Total regulatory liabilities
|
$
|
9,452
|
|
|
$
|
9,861
|
|
|
|
|
|
1
|
During 2018, SCE recorded CPUC revenue based on the 2017 authorized revenue requirement adjusted for the July 2017 cost of capital decision and Tax Reform pending the outcome of the 2018 GRC. SCE recorded regulatory liabilities associated with these adjustments. In May 2019, these regulatory liabilities were reversed due to the adoption of 2018 GRC final decision. For further information, see Note 1.
|
|
|
|
|
2
|
SCE decreased its regulatory liability and recorded an income tax benefit of
$69 million
during the first six months of 2019 related to changes in the allocation of deferred tax re-measurement between customers and shareholders. For further information, see Note 8.
|
3
Represents the cumulative differences between ARO expenses and amounts collected in rates primarily for the decommissioning of SCE's nuclear generation facilities. Decommissioning costs recovered through rates are primarily placed in nuclear decommissioning trusts. This regulatory liability also represents the deferral of realized and unrealized gains and losses on the nuclear decommissioning trust investments. See Note 10 for further discussion.
Net Regulatory Balancing Accounts
The following table summarizes the significant components of regulatory balancing accounts included in the above tables of regulatory assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
June 30,
2019
|
|
December 31,
2018
|
|
Asset (liability)
|
|
|
|
|
Energy resource recovery account
|
$
|
636
|
|
|
$
|
815
|
|
|
Portfolio allocation balancing account
1
|
143
|
|
|
—
|
|
|
New system generation balancing account
|
(81
|
)
|
|
(74
|
)
|
|
Public purpose programs and energy efficiency programs
|
(1,285
|
)
|
|
(1,200
|
)
|
|
Tax accounting memorandum account and pole loading balancing account
2
|
(19
|
)
|
|
28
|
|
|
Base revenue requirement balancing account
3
|
(462
|
)
|
|
(628
|
)
|
|
DOE litigation memorandum account
|
(70
|
)
|
|
(69
|
)
|
|
Greenhouse gas auction revenue and low carbon fuel standard revenue
|
(102
|
)
|
|
(81
|
)
|
|
FERC balancing accounts
|
(88
|
)
|
|
(180
|
)
|
|
Catastrophic event memorandum account
|
92
|
|
|
144
|
|
|
Wildfire expense memorandum account
|
122
|
|
|
128
|
|
|
Fire risk mitigation memorandum account
4
|
97
|
|
|
—
|
|
|
Other
|
31
|
|
|
(133
|
)
|
|
Liability
|
$
|
(986
|
)
|
|
$
|
(1,250
|
)
|
|
|
|
|
1
|
In May 2019, the CPUC approved a portfolio allocation balancing account to determine and pro-ratably recover from responsible bundled service and departing load customers the “above-market” costs of all generation resources that are eligible for cost recovery.
|
|
|
|
|
2
|
The 2018 GRC final decision approved changes to expand the use of the two-way TAMA. The expanded TAMA will track revenue differences resulting from changes in income tax expense caused by net revenue changes, mandatory or elective tax law changes, tax accounting changes, tax procedural changes, or tax policy changes during the 2018 GRC period.
|
3
The base revenue requirement balancing account at
June 30, 2019
includes recovery of
$107 million
of premiums related to a 12-month,
$300 million
wildfire insurance policy purchased in December 2017.
4
In March 2019, the CPUC approved a fire risk mitigation memorandum account to track costs related to the reduction of fire risk that are incremental to the amount in SCE's revenue requirement.
Note 12. Commitments and Contingencies
Indemnities
Edison International and SCE have various financial and performance guarantees and indemnity agreements which are issued in the normal course of business.
Edison International and SCE have agreed to provide indemnifications through contracts entered into in the normal course of business. These are primarily indemnifications against adverse litigation outcomes in connection with underwriting agreements, and indemnities for specified environmental liabilities and income taxes with respect to assets sold. 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.
SCE has agreed to indemnify the City of Redlands, California in connection with the Mountainview power plant's California Energy Commission permit for cleanup or associated actions related to groundwater contaminated by perchlorate due to the disposal of filter cake at the City's solid waste landfill. The obligations under this agreement are not limited to a specific time period or subject to a maximum liability. As of June 30, 2019, there has been no groundwater contamination identified. Thus, SCE has not recorded a liability related to this indemnity.
Contingencies
In addition to the matters disclosed in these Notes, Edison International and SCE are involved in other legal, tax, and regulatory proceedings before various courts and governmental agencies regarding matters arising in the ordinary course of business. Edison International and SCE believe the outcome of these other proceedings will not, individually or in the aggregate, materially affect its financial position, results of operations and cash flows.
Southern California Wildfires and Mudslides
Multiple factors have contributed to increased wildfires, faster progression of wildfires and the increased damage from wildfires across SCE's service territory and throughout California. These include the buildup of dry vegetation in areas severely impacted by years of historic drought, lack of adequate clearing of hazardous fuels by responsible parties, higher temperatures, lower humidity, and strong Santa Ana winds. At the same time that wildfire risk has been increasing in Southern California, residential and commercial development has occurred and is occurring in some of the highest-risk areas. Such factors can increase the likelihood and extent of wildfires.
SCE has determined that approximately
27%
of its service territory is in areas identified as high fire risk (“HFRA”). The reduction of the areas identified by SCE as HFRA from
35%
to
27%
of its service territory resulted from a thorough evaluation of the areas after the CPUC released its High Fire-Threat District maps in 2018.
In December 2017 and November 2018, wind-driven wildfires impacted portions of SCE's service territory, causing 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 California Department of Forestry and Fire Protection ("CAL FIRE"), have determined that the largest of the 2017 fires originated on December 4, 2017, in the Anlauf Canyon area of Ventura County (the investigating agencies refer to this fire as the "Thomas Fire"), followed shortly thereafter by a second fire that originated near Koenigstein Road in the City of Santa Paula (the "Koenigstein Fire"). While the progression of these two fires remains under review, the December 4, 2017 fires eventually burned substantial acreage in both Ventura and Santa Barbara Counties. According to CAL FIRE information, 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, known as the Woolsey Fire, originated in Ventura County and burned acreage in both Ventura and Los Angeles Counties. According to CAL FIRE information, 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.
As described below, 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 mudslides and flooding in Montecito and surrounding areas in January 2018 (the "Montecito Mudslides") based on a theory alleging that SCE has responsibility for the Thomas and/or Koenigstein Fires and 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.
The extent of liability for wildfire-related damages in actions against utilities depends on a number of factors, including whether SCE 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. Additionally, SCE could potentially be subject to fines for alleged violations of CPUC rules and state laws in connection with the ignition of a wildfire.
Final determinations of liability for the Thomas Fire, the Koenigstein Fire, the Montecito Mudslides and the Woolsey Fire (each a "2017/2018 Wildfire/Mudslide Event," and, collectively, the "2017/2018 Wildfire/Mudslide Events"), including determinations of whether SCE was negligent, would only be made during lengthy and complex litigation processes. Even when investigations are still pending or liability is disputed, an assessment of likely outcomes, including through future settlement of disputed claims, may require a liability to be accrued under accounting standards. Based on information available to SCE and consideration of the risks associated with litigation, Edison International and SCE expect to incur a material loss in connection with the 2017/2018 Wildfire/Mudslide Events and have accrued a liability of
$4.7 billion
in the
fourth quarter of 2018. In the fourth quarter of 2018, Edison International and SCE also recorded expected recoveries from insurance of
$2.0 billion
and expected recoveries through FERC electric rates of
$135 million
. The net charge to earnings recorded in the fourth quarter of 2018 was
$1.8 billion
after-tax. The liability that was accrued corresponds to the lower end of the reasonably estimated range of expected potential losses that may be incurred in connection with the 2017/2018 Wildfire/Mudslide Events and is subject to change as additional information becomes available. Edison International and SCE will seek to offset any actual losses realized with recoveries from insurance policies in place at the time of the events and, to the extent actual losses exceed insurance, through electric rates. The CPUC and FERC may not allow SCE to recover uninsured losses through electric rates if it is determined that such losses were not reasonably or prudently incurred. See "—Loss Estimates for Third Party Claims and Potential Recoveries from Insurance and through Electric Rates" for additional information.
External Investigations and Internal Review
The VCFD and CAL FIRE have issued reports concerning their findings regarding the causes of the Thomas Fire and the Koenigstein Fire. The VCFD and CAL FIRE findings do not determine legal causation of or assign legal liability for the Thomas or Koenigstein Fires; final determinations of legal causation and liability would only be made during lengthy and complex litigation. The reports did not address the causes of the Montecito Mudslides. SCE expects that the VCFD and CAL FIRE will ultimately also issue a report concerning the departments' findings of origin and cause of the Woolsey Fire but cannot predict when this report will be released. The CPUC's Safety Enforcement Division ("SED") is also conducting investigations to assess SCE's compliance with applicable rules and regulations in areas impacted by the fires. SCE cannot predict when the SED's investigations will be completed.
SCE's internal review into the facts and circumstances of each of the 2017/2018 Wildfire/Mudslide Events is complex and time consuming. 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 processes.
Thomas Fire
On March 13, 2019, the VCFD and CAL FIRE issued a report concluding, after ruling out other possible causes, that the Thomas Fire was started by SCE power lines coming into contact during high winds, resulting in molten metal falling to the ground. However, the report does not state that molten metal was found on the ground in that location during their investigation. At this time, based on available information, SCE has not determined whether its equipment caused the Thomas Fire. Based on publicly available radar data showing a smoke plume in the Anlauf Canyon area emerging in advance of the report's indicated start time, SCE believes that the Thomas Fire started at least 12 minutes prior to any issue involving SCE's system and at least 15 minutes prior to the start time indicated in the report. SCE is continuing to assess the progression of the Thomas Fire and the extent of damages that may be attributable to that fire.
Koenigstein Fire
On March 20, 2019, the VCFD and CAL FIRE issued a report finding that the Koenigstein Fire was caused when an energized SCE electrical wire separated and fell to the ground along with molten metal particles and ignited the dry vegetation below. SCE has previously disclosed that SCE believed its equipment was associated with the ignition of the Koenigstein Fire. SCE is continuing to assess the progression of the Koenigstein Fire and the extent of damages that may be attributable to that fire.
Montecito Mudslides
SCE's internal review includes inquiry into whether the Thomas and/or Koenigstein Fires proximately caused or contributed to the Montecito Mudslides, whether, and to what extent, the Thomas and/or Koenigstein Fires were responsible for the damages in the Montecito area and other factors that potentially contributed to the losses that resulted from the Montecito Mudslides. Many other factors, including, but not limited to, weather conditions and insufficiently or improperly designed and maintained debris basins, roads, bridges and other channel crossings, could have proximately caused, contributed to or exacerbated the losses that resulted from the Montecito Mudslides. At this time, based on available information, SCE has not been able to determine whether the Thomas Fire or the Koenigstein Fire, or both, were responsible for the damages in the Montecito area. In the event that SCE is determined to have caused the fire that spread to the Montecito area, SCE cannot predict whether, if fully litigated, the courts would conclude that the Montecito Mudslides were caused or contributed to by the Thomas and/or Koenigstein Fires or that SCE would be liable for some or all of the damages caused by the Montecito Mudslides.
Woolsey Fire
SCE's internal review into the facts and circumstances of the Woolsey Fire is ongoing. SCE has reported to the CPUC that there was an outage
on SCE's electric system in the vicinity of where the Woolsey Fire reportedly began on November 8, 2018. SCE is aware of witnesses who saw fire in the vicinity of SCE's equipment at the time the fire was first reported. While SCE did not find evidence of downed electrical wires on the ground in the suspected area of origin, it observed a pole support wire in proximity to an electrical wire that was energized prior to the outage. Whether the November 8, 2018 outage was related to contact being made between the support wire and the electrical wire has not been determined. SCE believes that its equipment could be found to have been associated with the ignition of the Woolsey Fire. SCE expects to obtain and review additional information and materials in the possession of CAL FIRE and others during the course of its internal review and the Woolsey Fire litigation process, including SCE equipment that has been retained by CAL FIRE.
Wildfire-related Litigation
Multiple lawsuits related to the 2017/2018 Wildfire/Mudslide Events naming SCE as a defendant have been filed. A number of the lawsuits also name Edison International as a defendant and some of the lawsuits were filed as purported class actions. The lawsuits, which have been filed in the superior courts of Ventura, Santa Barbara and Los Angeles Counties in the case of the Thomas and Koenigstein Fires and the Montecito Mudslides, and in Ventura and Los Angeles Counties in the case of the Woolsey Fire, allege, among other things, negligence, inverse condemnation, trespass, private nuisance, personal injury, wrongful death, and violations of the California Public Utilities and Health and Safety Codes. SCE expects to be the subject of additional lawsuits related to the 2017/2018 Wildfire/Mudslide Events. The litigation could take a number of years to be resolved because of the complexity of the matters and number of plaintiffs.
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. On October 4, 2018, the Superior Court denied Edison International's and SCE's challenge to the application of inverse condemnation to SCE with respect to the Thomas and Koenigstein Fires and, on February 26, 2019, the California Supreme Court denied SCE's petition to review the Superior Court's decision. In January 2019, SCE filed a cross-complaint against certain governmental 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.
Additionally, in July 2018 and September 2018,
two
separate derivative lawsuits for breach of fiduciary duties and unjust enrichment were filed in the Los Angeles Superior Court against certain current and former members of the Boards of Directors of Edison International and SCE. Edison International and SCE are identified as nominal defendants in those actions. The derivative lawsuits generally allege that the individual defendants violated their fiduciary duties by causing or allowing SCE to operate in an unsafe manner in violation of relevant regulations, resulting in substantial liability and damage from the Thomas and Koenigstein Fires and the Montecito Mudslides. The July 2018 lawsuit has been dismissed at plaintiff's request.
In November 2018, a purported class action lawsuit alleging securities fraud and related claims was filed in the federal court against Edison International, SCE and certain current and former officers of Edison International and SCE. The plaintiff alleges that Edison International and SCE made false and/or misleading statements in filings with the Securities and Exchange Commission by failing to disclose that SCE had allegedly failed to maintain its electric transmission and distribution networks in compliance with safety regulations, and that those alleged safety violations led to fires that occurred in 2018, including the Woolsey Fire.
In January 2019,
two
separate derivative lawsuits alleging breach of fiduciary duties, securities fraud, misleading proxy statements, unjust enrichment, and related claims were filed in federal court against all current and certain former members of the Boards of Directors and certain current and former officers of Edison International and SCE. Edison International and SCE are named as nominal defendants in those actions. The derivative lawsuits generally allege that the individual defendants breached their fiduciary duties and made misleading statements or allowed misleading statements to be made (i) between March 21, 2014 and August 10, 2015, with respect to certain ex parte communications between SCE and CPUC decision-makers concerning the settlement of the San Onofre Order Instituting Investigation proceeding (the "San Onofre OII") and (ii) from February 23, 2016 to the present, concerning compliance with applicable laws and regulations concerning electric system maintenance and operations related to wildfire risks. The lawsuits generally allege that these breaches of duty and misstatements led to substantial liability and damage resulting from the disclosure of SCE's ex parte communications in connection with the San Onofre OII settlement, and from the 2017/2018 Wildfire/Mudslide Events. For more information regarding the San Onofre OII, see Note 12 in the 2018 Form 10-K.
Loss Estimates for Third Party Claims and Potential Recoveries from Insurance and through Electric Rates
The process for estimating losses associated with wildfire litigation claims requires management to exercise significant judgment based on a number of assumptions and subjective factors, including but not limited to estimates based on currently available information and assessments, opinions regarding litigation risk, and prior experience with litigating and settling other wildfire cases. As additional information becomes available, management estimates and assumptions regarding the causes and financial impact of the 2017/2018 Wildfire/Mudslide Events may change. Such additional information is expected to become available from multiple external sources, during the course of litigation, and from SCE's ongoing internal review, including, among other things, information regarding the extent of damages that may be attributable to any fire determined to have been substantially caused by SCE's equipment, information that may be obtained from the equipment in CAL FIRE's possession, and information pertaining to fire progression, suppression activities, alleged damages and insurance claims.
As described above, the
$1.8 billion
after-tax liability corresponds to the lower end of the reasonably estimated range of expected losses that may be incurred in connection with the 2017/2018 Wildfire/Mudslide Events and is subject to change as additional information becomes available. Edison International and SCE currently believe that it is reasonably possible that the amount of the actual loss will be greater than the amount accrued. However, Edison International and SCE are currently unable to reasonably estimate an upper end of the range of expected losses given the uncertainty as to the legal and factual determinations to be made during litigation, including uncertainty as to the contributing causes of the 2017/2018 Wildfire/Mudslide Events, the complexities associated with fires that merge, whether inverse condemnation will be held applicable to SCE with respect to damages caused by the Montecito Mudslides, and the preliminary nature of the litigation processes.
For events that occurred in 2017 and early 2018, principally the Thomas and Koenigstein Fires and Montecito Mudslides, SCE has
$1 billion
of wildfire-specific insurance coverage, subject to a self-insured retention of
$10 million
per occurrence. SCE also had other general liability insurance coverage of approximately
$450 million
, but it is uncertain whether these other policies would apply to liabilities alleged to be related to the Montecito Mudslides. For the Woolsey Fire, SCE has an additional
$1 billion
of wildfire-specific insurance coverage, subject to a self-insured retention of
$10 million
per occurrence. Edison International and SCE record a receivable for insurance recoveries when recovery of a recorded loss is determined to be probable. At June 30, 2019, Edison International and SCE had recorded
$2.0 billion
for expected insurance recoveries associated with the recorded loss for the 2017/2018 Wildfire/Mudslide Events. SCE will seek to recover uninsured costs resulting from the 2017/2018 Wildfire/Mudslide Events through electric rates. The amount of the receivable is subject to change based on additional information. Recovery of these costs is subject to approval by regulators. Under accounting standards for rate-regulated enterprises, SCE defers costs as regulatory assets when it concludes that such costs are probable of future recovery in electric rates. SCE utilizes objectively determinable evidence to form its view on probability of future recovery. The only directly comparable precedent in which a California investor-owned utility has sought recovery for uninsured wildfire-related costs is SDG&E's requests for cost recovery related to 2007 wildfire activity, where FERC allowed 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 SDG&E did not meet the CPUC's prudency standard. As a result, while SCE does not agree with the CPUC's decision, it believes that the CPUC's interpretation and application of the prudency standard to SDG&E creates substantial uncertainty regarding how that standard will be applied to an investor-owned utility in future wildfire cost-recovery proceedings for fires ignited prior to July 12, 2019. SCE will continue to evaluate the probability of recovery based on available evidence, including judicial, legislative and regulatory decisions, including any CPUC decisions illustrating the interpretation and/or application of the prudency standard when making determinations regarding recovery of uninsured wildfire-related costs. While the CPUC has not made a determination regarding SCE's prudency relative to any of the 2017/2018 Wildfire/Mudslide Events, SCE is unable to conclude, at this time, that uninsured CPUC-jurisdictional wildfire-related costs are probable of recovery through electric rates. SCE would record a regulatory asset at the time it obtains sufficient information to support a conclusion that recovery is probable. SCE will seek recovery of the CPUC portion of any uninsured wildfire-related costs through its WEMA or its Catastrophic Event Memorandum Account ("CEMA"). See "Recovery of Wildfire-Related Costs" below.
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 wildfire and mudslide related costs and has recorded a regulatory asset of
$135 million
, the FERC portion of the
$4.7 billion
liability accrued.
At June 30, 2019 and December 31, 2018, Edison International's and SCE's balance sheets include estimated losses (established at the lower end of the reasonably estimated range of expected losses) of
$4.7 billion
for the 2017/2018 Wildfire/Mudslide Events.
Current Wildfire Insurance Coverage
SCE has approximately
$1.2 billion
of wildfire-specific insurance coverage for events that may occur during the period June 1, 2019 through June 30, 2020, subject to up to
$115 million
of co-insurance and
$50 million
of self-insured retention, which results in net coverage of approximately
$1 billion
. Various coverage limitations within the policies that make up SCE's wildfire insurance coverage could result in additional material self-insured costs in the event of multiple wildfire occurrences during a policy period or with a single wildfire with damages in excess of the policy limits.
SCE's cost of obtaining wildfire insurance coverage has increased significantly as a result of, among other things, the number of recent and significant wildfire events throughout California and the application of inverse condemnation to investor-owned utilities. As such, SCE may not be able to obtain sufficient wildfire insurance at a reasonable cost.
Based on policies currently in effect, SCE anticipates that its wildfire insurance expense in 2019, prior to any regulatory deferrals, will total approximately
$400 million
. In February 2019, the CPUC approved recovery of
$107 million
of the costs incurred by SCE to obtain a 12-month,
$300 million
wildfire insurance policy in December 2017. As a result of this decision, SCE will recover these insurance premiums during 2019. As of June 30, 2019, SCE had regulatory assets of approximately
$193 million
related to wildfire insurance costs and believes that such amounts are probable of recovery. While SCE believes that amounts deferred are probable of recovery, there is no assurance that SCE will be allowed to recover costs that have been incurred, or costs incurred in the future for additional wildfire insurance, in electric rates.
Recovery of Wildfire-Related Costs
Pre-AB 1054 Cost Recovery
California courts have previously found investor-owned utilities to be strictly liable for property damage, 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. The rationale stated by these courts for applying this theory to investor-owned utilities is that property damages resulting from a public improvement, such as the distribution of electricity, can be spread across the larger community that benefited from such improvement through recovery of uninsured wildfire-related costs in electric rates. However, in November 2017, the CPUC issued a decision denying SDG&E's request to include in its rates uninsured wildfire-related costs arising from several 2007 wildfires, finding that SDG&E did not meet the prudency standard because it did not prudently manage and operate its facilities prior to or at the outset of the 2007 wildfires. In July 2018, the CPUC denied both SDG&E's application for rehearing on its cost recovery request and a joint application for rehearing filed by SCE and PG&E limited to the applicability of inverse condemnation principles in the same proceeding. Because the California Court of Appeal and the California Supreme Court both denied SDG&E's petitions for review of the CPUC's denial of SDG&E's application, SDG&E has petitioned the United States Supreme Court to conduct the same review.
Edison International and SCE continue to pursue legislative, regulatory and legal strategies to address the application of a strict liability standard to wildfire-related damages without the ability to recover resulting costs in electric rates.
2019 Wildfire Legislation
On July 12, 2019, California Assembly Bill 1054 ("AB 1054") was signed by the Governor of California and became effective immediately. The summary of the wildfire legislation below is based on SCE’s interpretation of AB 1054.
AB 1054 establishes a wildfire fund to reimburse utilities for payment of third-party damage claims arising from certain wildfires that exceed, in aggregate in a calendar year, the greater of
$1 billion
or the utility's insurance coverage. The wildfire fund will only be available for claims related to wildfires ignited after July 12, 2019 that are determined to have been caused by a utility by the responsible government investigatory agency.
The wildfire fund can take one of two forms, an insurance fund or a liquidity fund. SCE, PG&E and SDG&E have notified the CPUC of their commitment to the insurance fund. The insurance fund will be established if both SCE and SDG&E make their initial contributions to the fund by September 10, 2019. If either SCE or SDG&E fail to make their initial contributions by the required date, the insurance fund will not be established and the wildfire fund will be a liquidity fund. Ratepayers are expected to contribute
$10.5 billion
to the wildfire fund that is established through an anticipated bond offering securitized through a dedicated rate component attributable to the California Department of Water Resources.
If the insurance fund is established, the CPUC will be required to apply a new standard when assessing the prudency of a participating utility in connection with a request for recovery of wildfire costs and, if the utility has a valid safety certification, shareholder liability for disallowed wildfire costs will be subject to a cap for as long as the fund is in existence.
Further, under AB 1054, SCE is required to make certain capital investments without a return on equity, is required to file a wildfire mitigation plan every
three years
beginning in 2020, and can obtain an annual safety certification upon the submission of certain required safety information, including an approved wildfire mitigation plan. On July 25, 2019, SCE obtained its initial safety certification that will be valid for twelve months.
A lawsuit challenging the validity of AB 1054 was filed in federal court on July 19, 2019. Edison International and SCE are unable to predict the outcome of this lawsuit.
Insurance Fund
The insurance fund, if it is established, is expected to be initially funded by the
$10.5 billion
to be contributed by ratepayers and
$7.5 billion
in initial contributions from PG&E, SCE and SDG&E. PG&E's participation in, and contributions to, the insurance fund is subject to it emerging from bankruptcy and meeting certain other conditions prior to June 30, 2020. If PG&E is unable to participate in the fund, the investor-owned utility initial contributions to the fund are expected to be approximately
$2.7 billion
. SCE, SDG&E and PG&E are also expected to make aggregate annual contributions of
$3 billion
to the insurance fund over a 10-year period. If PG&E is unable to participate in the fund, the investor-owned utility aggregate annual contributions to the fund are expected to be approximately
$1 billion
.
SCE has committed to make an initial contribution of approximately
$2.4 billion
, and ten annual contributions of approximately
$95 million
per year starting on January 1, 2020, to the insurance fund. Edison International and SCE are evaluating funding options to support SCE's initial contribution to the insurance fund and anticipate raising approximately
$1.2 billion
from the issuance of Edison International equity and approximately
$1.2 billion
from the issuance of long-term debt at SCE. SCE's contributions to the insurance fund will not be recoverable through electric rates and will be excluded from the measurement of SCE's CPUC-jurisdictional authorized capital structure. SCE will also not be entitled to cost recovery for any borrowing costs incurred in connection with its contributions to the insurance fund.
Edison International and SCE are currently evaluating the accounting impact of SCE's anticipated contributions to the insurance fund, which may include a material charge to the earnings of Edison International and SCE that would not be greater than the total of SCE's anticipated contributions to the insurance fund. SCE may, as a result of incurring a material charge, be temporarily unable to obtain financing through the issuance of first mortgage bonds, in which case SCE may be required to issue subordinated or unsecured debt and, as a result, could incur increased borrowing costs relative to first mortgage bonds.
Participating investor-owned utilities will be reimbursed from the insurance fund for eligible claims, subject to the fund administrator's review, and will be required to reimburse the insurance fund for withdrawn amounts that the CPUC disallows, subject, in some instances, to the Liability Cap (as defined below). If the utility has maintained a valid safety certification and its actions or inactions that resulted in the wildfire are not found to constitute conscious or willful disregard of the rights and safety of others, the aggregate requirement to reimburse the insurance fund over a trailing three calendar year period is capped at
20%
of the equity portion of the utility's transmission and distribution rate base in the year of the prudency determination ("Liability Cap"). The initial Liability Cap for SCE will be approximately $
2.5 billion
based on its 2019 rate base, and will be adjusted annually. SCE will not be allowed to recover borrowing costs incurred to reimburse the fund for amounts that the CPUC disallows. The insurance fund, and consequently the Liability Cap, will terminate when the administrator determines that the insurance fund has been exhausted.
AB 1054 Prudency Standard
If the insurance fund is established, AB 1054 creates a new standard that the CPUC must apply to determine whether a utility was prudent and therefore able to recover wildfire costs through the insurance fund or, if the insurance fund has been exhausted, through electric rates. The new standard, if it is established, will apply to requests for recovery of wildfire costs for wildfires ignited after July 12, 2019. Under AB 1054, prudent conduct occurs when the conduct of a utility related to the ignition was consistent with actions that a reasonable utility would have undertaken under similar circumstances, at the relevant point in time, and based on the information available at that time. Prudent conduct under the AB 1054 standard is not limited to the optimum practice, method, or act to the exclusion of others, but rather encompasses a spectrum of possible practices, methods, or acts consistent with utility system needs, the interest of the ratepayers, and the requirements of governmental agencies. AB 1054 also provides that the CPUC may determine that wildfire costs may be recoverable, in whole or in part, by taking into account factors within and outside the utility's control, including humidity, temperature, and winds. Further, utilities with a valid safety certification 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 reasonable. If a utility does not have a valid safety certification, it will have the burden to prove, based on a preponderance of evidence, that its conduct was prudent.
Liquidity Fund
If either SCE or SDG&E fail to make their initial contributions to the wildfire fund by September 10, 2019, the wildfire fund will be a liquidity fund and is expected to be capitalized solely by the
$10.5 billion
ratepayer contribution to provide a line of credit to reimburse investor-owned utilities initially for the payment of eligible claims. Utilities will be required to repay amounts reimbursed by the liquidity fund after the CPUC conducts a prudency review under the prudency standard applied by the CPUC before the adoption of AB 1054 and California Senate Bill 901. Amounts repaid that the CPUC determines were prudently incurred will be recoverable thorough electric rates. SCE will not be allowed to recover borrowing costs incurred to repay the fund for amounts that the CPUC disallows.
Capital Expenditure Requirement
Under AB 1054, approximately
$1.6 billion
spent by SCE on wildfire risk mitigation capital expenditures cannot be included in the equity portion of SCE's rate base. SCE can apply for an irrevocable order from the CPUC to finance these capital expenditures, including through the issuance of securitized bonds, and can recover any prudently incurred financing costs. SCE expects to finance this capital requirement by issuing securitized bonds.
Requested Increases to Returns on Common Equity
In April 2019, in addition to other requested increases to its CPUC and FERC returns on common equity, SCE requested from both the CPUC and FERC an additional
6%
return on common equity to compensate investors for current wildfire risk. SCE committed to seek to reduce or remove the additional returns on common equity if there is a material reduction in its wildfire cost recovery risk due to regulatory or legislative reform and is currently evaluating the impact of AB 1054 on its requests.
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 lower end of this reasonably likely range of costs (reflected in "Other long-term liabilities") at undiscounted amounts as timing of cash flows is uncertain.
At
June 30, 2019
, SCE's recorded estimated minimum liability to remediate its
21
identified material sites (sites with a liability balance at
June 30, 2019
, in which the upper end of the range of the costs is at least
$1 million
) was
$133 million
, including
$88 million
related to San Onofre. In addition to these sites, SCE also has
15
immaterial sites with a liability balance as of
June 30, 2019
, for which the total minimum recorded liability was
$4 million
. Of the
$137 million
total environmental remediation liability for SCE,
$132 million
has been recorded as a regulatory asset. SCE expects to recover
$41 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) and
$91 million
through a mechanism that allows SCE to recover
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
$141 million
and
$7 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
30 years
. Remediation costs for each of the next
five years
are expected to range from
$7 million
to
$18 million
. Costs incurred for the six months ended
June 30, 2019
and 2018 were
$2 million
and
$6 million
, respectively.
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 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
$1.06 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
$52 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
$13.9 billion
for Palo Verde and
$560 million
for San Onofre. 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 ("ANI"). 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
$65 million
per nuclear incident for future incidents. However, it would have to pay no more than approximately
$10 million
per future incident in any one year. 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.
Spent Nuclear Fuel
Under federal law, the DOE is responsible for the selection and construction of a facility for the permanent disposal of spent nuclear fuel and high-level radioactive waste. The DOE has not met its contractual obligation to accept spent nuclear fuel. Extended delays by the DOE have led to the construction of costly alternatives and associated siting and environmental issues. Currently, both San Onofre and Palo Verde have interim storage for spent nuclear fuel on site sufficient for their current license period.
In June 2010, the United States Court of Federal Claims issued a decision granting SCE and the San Onofre co-owners damages of approximately
$142 million
(SCE's share
$112 million
) to recover costs incurred through December 31, 2005 for the DOE's failure to meet its obligation to begin accepting spent nuclear fuel from San Onofre. SCE received payment from the federal government in the amount of the damage award. In April 2016, SCE, as operating agent, settled a lawsuit on behalf of the San Onofre owners against the DOE for
$162 million
(SCE's share
$124 million
, which included reimbursement for approximately
$2 million
in legal and other costs), to compensate for damages caused by the DOE's failure to meet its obligation to begin accepting spent nuclear fuel for the period from January 1, 2006 to December 31, 2013. In August 2018, the CPUC approved SCE's proposal to return the SCE share of the award to customers based on the amount that customers actually contributed for fuel storage costs; resulting in approximately
$105.6 million
of the SCE share being returned to customers and the remaining
$16.6 million
being returned to shareholders. Of the
$105.6 million
,
$71.6 million
was applied against the remaining San Onofre Regulatory Asset in accordance with the Revised San Onofre Settlement Agreement.
The April 2016 settlement also provided for a claim submission/audit process for expenses incurred from 2014 – 2016, where SCE may submit a claim for damages caused by the DOE failure to accept spent nuclear fuel each year, followed by a government audit and payment of the claim. This process made additional legal action to recover damages incurred in 2014 –2016 unnecessary. The first such claim covering damages for 2014 – 2015 was filed on September 30, 2016 for approximately
$56 million
. In February 2017, the DOE reviewed the 2014 – 2015 claim submission and reduced the original request to approximately $
43 million
(SCE's share was approximately
$34 million
). SCE accepted the DOE's determination, and the government paid the 2014 – 2015 claim under the terms of the settlement. In October 2017, SCE filed a claim covering damages for 2016 for approximately
$58 million
. In May 2018, the DOE approved reimbursement of approximately
$45 million
(SCE's share was approximately
$35 million
) of SCE's 2016 damages, disallowing recovery of approximately
$13 million
. SCE accepted the DOE's determination, and the government paid the 2016 claim under the terms of the settlement. The damages awards are subject to CPUC review as to how the amounts will be refunded among customers, shareholders, or to offset other costs.
Note 13. Leases
Leases as Lessee
SCE enters into various agreements to purchase power, electric capacity and other energy products that may be accounted for as leases as SCE has dispatch rights that determine when and how a plant runs. Prior to January 1, 2019, a power purchase agreement contained a lease when SCE purchased substantially all of the output from a specific plant and did not otherwise meet a fixed price unit of output exception. SCE also leases property and equipment primarily related to vehicles, office space and other equipment. The terms of the contracts included in the table below are primarily
10
to
20 years
for PPA leases,
5
to
72 years
for office leases, and
5
to
12 years
for the remaining other operating leases.
The following table summarizes SCE's lease payments for operating and finance leases as of
June 30, 2019
.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
PPA Operating Leases
1,2
|
|
Other Operating Leases
3
|
|
PPA Finance Leases
1
|
|
2019
|
$
|
58
|
|
|
$
|
21
|
|
|
$
|
1
|
|
|
2020
|
70
|
|
|
33
|
|
|
1
|
|
|
2021
|
48
|
|
|
27
|
|
|
1
|
|
|
2022
|
48
|
|
|
22
|
|
|
2
|
|
|
2023
|
47
|
|
|
17
|
|
|
2
|
|
|
Thereafter
|
536
|
|
|
104
|
|
|
9
|
|
|
Total lease payments
|
$
|
807
|
|
|
$
|
224
|
|
|
$
|
16
|
|
|
Amount representing interest
4
|
232
|
|
|
61
|
|
|
6
|
|
|
Lease liabilities
|
$
|
575
|
|
|
$
|
163
|
|
|
$
|
10
|
|
At December 31, 2018, SCE's future expected minimum lease commitments under non-cancellable leases were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
PPA Operating Leases
1
|
|
Other Operating Leases
3
|
|
PPA Capital Leases
1
|
|
2019
|
$
|
148
|
|
|
$
|
42
|
|
|
$
|
5
|
|
|
2020
|
124
|
|
|
31
|
|
|
6
|
|
|
2021
|
103
|
|
|
27
|
|
|
6
|
|
|
2022
|
79
|
|
|
22
|
|
|
6
|
|
|
2023
|
47
|
|
|
17
|
|
|
5
|
|
|
Thereafter
|
536
|
|
|
101
|
|
|
66
|
|
|
Total lease payments
|
$
|
1,037
|
|
|
$
|
240
|
|
|
$
|
94
|
|
|
Amount representing executory costs
|
|
|
|
|
(25
|
)
|
|
Amount representing interest
|
|
|
|
|
(33
|
)
|
|
Net commitments
|
|
|
|
|
$
|
36
|
|
|
|
|
|
1
|
Excludes expected purchases from most renewable energy contracts, which do not meet the definition of a lease payment since renewable power generation is contingent on external factors.
|
|
|
|
|
2
|
During the second quarter of 2019, SCE amended
three
power contracts that resulted in a
$161
million reduction in ROU assets and lease liabilities as these contracts no longer qualify as leases.
|
|
|
|
|
3
|
Excludes escalation clauses based on consumer price or other indices and residual value guarantees that are not considered probable at the commencement date of the lease.
|
|
|
|
|
4
|
Lease payments are discounted to their present value using SCE's incremental borrowing rates.
|
Supplemental balance sheet information related to SCE's leases was as follows:
|
|
|
|
|
|
|
|
(in millions)
|
June 30, 2019
|
|
Operating leases:
|
|
|
Operating lease ROU assets
|
$
|
738
|
|
|
Current portion of operating lease liabilities
|
107
|
|
|
Operating lease liabilities
|
631
|
|
|
Total operating lease liabilities
|
$
|
738
|
|
|
|
|
|
Finance leases included in:
|
|
|
Utility property, plant and equipment, gross
|
$
|
14
|
|
|
Accumulated depreciation
|
(4
|
)
|
|
Utility property, plant and equipment, net
|
10
|
|
|
Other current liabilities
|
1
|
|
|
Other long-term liabilities
|
9
|
|
|
Total finance lease liabilities
|
$
|
10
|
|
The timing of SCE's recognition of the lease expense conforms to ratemaking treatment for SCE's recovery of the cost of electricity and is included in purchased power for operating leases and interest and amortization expense for finance leases. The following table summarizes the components of SCE's lease expense:
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
Three months ended June 30, 2019
|
|
Six months ended June 30, 2019
|
|
PPA leases:
|
|
|
|
|
Operating lease cost
|
$
|
30
|
|
|
$
|
60
|
|
|
Variable lease cost
|
619
|
|
|
991
|
|
|
Total PPA lease cost
|
649
|
|
|
1,051
|
|
|
Other operating leases cost
|
12
|
|
|
23
|
|
|
Total lease cost
|
$
|
661
|
|
|
$
|
1,074
|
|
Other information related to leases was as follows:
|
|
|
|
|
|
|
|
(in millions, except lease term and discount rate)
|
Six months ended June 30, 2019
|
|
Cash paid for amounts included in the measurement of lease liabilities:
|
|
|
Operating cash flows from operating leases
|
|
|
PPA leases
|
$
|
60
|
|
|
Other leases
|
23
|
|
|
|
|
|
ROU assets obtained in exchange for lease obligations:
|
|
|
Other operating leases
|
15
|
|
|
|
|
|
Weighted average remaining lease term (in years):
|
|
|
Operating leases
|
|
|
PPA leases
|
15.58
|
|
|
Other leases
|
12.75
|
|
|
PPA Finance leases
|
11.92
|
|
|
|
|
|
Weighted average discount rate:
|
|
|
Operating leases
|
|
|
PPA leases
|
4.40
|
%
|
|
Other leases
|
3.89
|
%
|
|
PPA Finance leases
|
8.72
|
%
|
Leases as Lessor
SCE also enters into operating leases to rent certain land and facilities as a lessor. These leases primarily have terms that range from
15
to
65 years
. During the three and six months ended
June 30, 2019
, SCE recognized
$5
million and $
10 million
, respectively, in lease income, which is included in operating revenue on the consolidated statements of income. At
June 30, 2019
, the undiscounted cash flow expected to be received from lease payments for the remaining years is as follows:
|
|
|
|
|
|
|
|
(in millions)
|
|
|
2019
|
$
|
9
|
|
|
2020
|
15
|
|
|
2021
|
10
|
|
|
2022
|
10
|
|
|
2023
|
8
|
|
|
Thereafter
|
155
|
|
|
Total
|
$
|
207
|
|
Note 14. Accumulated Other Comprehensive Loss
Edison International's accumulated other comprehensive loss, net of tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Beginning balance
|
$
|
(58
|
)
|
|
$
|
(46
|
)
|
|
$
|
(50
|
)
|
|
$
|
(43
|
)
|
|
Pension and PBOP – net loss:
|
|
|
|
|
|
|
|
|
Reclassified from accumulated other comprehensive loss
1
|
1
|
|
|
2
|
|
|
3
|
|
|
4
|
|
|
Other
2
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
(5
|
)
|
|
Change
|
1
|
|
|
2
|
|
|
(7
|
)
|
|
(1
|
)
|
|
Ending Balance
|
$
|
(57
|
)
|
|
$
|
(44
|
)
|
|
$
|
(57
|
)
|
|
$
|
(44
|
)
|
|
|
|
|
1
|
These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 9 for additional information.
|
|
|
|
|
2
|
Edison International recognized cumulative effect adjustments to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2019 and 2018 related to the adoption of the accounting standards update on the reclassification of stranded tax effects resulting from Tax Reform in 2019 and the measurement of financial instruments in 2018. See Note 1 for further information on the reclassification of stranded tax effects.
|
SCE's accumulated other comprehensive loss, net of tax, consist of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Beginning balance
|
$
|
(27
|
)
|
|
$
|
(22
|
)
|
|
$
|
(23
|
)
|
|
$
|
(19
|
)
|
|
Pension and PBOP – net loss:
|
|
|
|
|
|
|
|
|
Reclassified from accumulated other comprehensive loss
1
|
1
|
|
|
1
|
|
|
2
|
|
|
3
|
|
|
Other
2
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
|
Change
|
1
|
|
|
1
|
|
|
(3
|
)
|
|
(2
|
)
|
|
Ending Balance
|
$
|
(26
|
)
|
|
$
|
(21
|
)
|
|
$
|
(26
|
)
|
|
$
|
(21
|
)
|
|
|
|
|
1
|
These items are included in the computation of net periodic pension and PBOP Plan expense. See Note 9 for additional information.
|
|
|
|
|
2
|
SCE recognized cumulative effect adjustments to the opening balance of retained earnings and accumulated other comprehensive loss on January 1, 2019 and 2018 related to the adoption of the accounting standards update on the reclassification of stranded tax effects resulting from Tax Reform in 2019 and the measurement of financial instruments in 2018. See Note 1 for further information on the reclassification of stranded tax effects.
|
Note 15. Other Income and Expense
Other income and expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended June 30,
|
|
|
Six months ended June 30,
|
|
(in millions)
|
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
SCE other income and expense:
|
|
|
|
|
|
|
|
|
|
|
Equity allowance for funds used during construction
|
|
$
|
32
|
|
|
$
|
22
|
|
|
|
$
|
49
|
|
|
$
|
44
|
|
|
Increase in cash surrender value of life insurance policies and life insurance benefits
|
|
9
|
|
|
6
|
|
|
|
18
|
|
|
14
|
|
|
Interest income
|
|
7
|
|
|
5
|
|
|
|
16
|
|
|
9
|
|
|
Net periodic benefit income – non-service components
|
|
16
|
|
|
27
|
|
|
|
35
|
|
|
53
|
|
|
Civic, political and related activities and donations
|
|
(8
|
)
|
|
(12
|
)
|
|
|
(21
|
)
|
|
(16
|
)
|
|
Other
|
|
—
|
|
|
2
|
|
|
|
(3
|
)
|
|
(3
|
)
|
|
Total SCE other income and expense
|
|
56
|
|
|
50
|
|
|
|
94
|
|
|
101
|
|
|
Other income and expense of Edison International Parent and Other:
|
|
|
|
|
|
|
|
|
|
|
Net periodic benefit costs – non-service components
|
|
—
|
|
|
(1
|
)
|
|
|
(2
|
)
|
|
(1
|
)
|
|
Other
|
|
(1
|
)
|
|
—
|
|
|
|
1
|
|
|
—
|
|
|
Total Edison International other income and expense
|
|
$
|
55
|
|
|
$
|
49
|
|
|
|
$
|
93
|
|
|
$
|
100
|
|
Note 16. Supplemental Cash Flows Information
Supplemental cash flows information for continuing operations is:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Edison International
|
|
SCE
|
|
|
Six months ended June 30,
|
|
(in millions)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
Cash payments for interest and taxes:
|
|
|
|
|
|
|
|
|
Interest, net of amounts capitalized
|
$
|
301
|
|
|
$
|
254
|
|
|
$
|
268
|
|
|
$
|
233
|
|
|
Tax refunds, net
|
(65
|
)
|
|
(93
|
)
|
|
(101
|
)
|
|
(18
|
)
|
|
Non-cash financing and investing activities:
|
|
|
|
|
|
|
|
|
Dividends declared but not paid:
|
|
|
|
|
|
|
|
|
Common stock
|
$
|
200
|
|
|
$
|
197
|
|
|
$
|
—
|
|
|
$
|
100
|
|
|
Preferred and preference stock
|
12
|
|
|
12
|
|
|
12
|
|
|
12
|
|
SCE's accrued capital expenditures at
June 30, 2019
and
2018
were
$463 million
and
$412 million
, respectively. Accrued capital expenditures will be included as an investing activity in the consolidated statements of cash flow in the period paid.
Note 17. Related-Party Transactions
SCE purchased wildfire liability insurance with premiums of
$74 million
and
$260 million
from Edison Insurance Services, Inc. ("EIS"), a wholly-owned subsidiary of Edison International, for the three month and six months ended
June 30, 2019
, respectively. The related-party transactions included in SCE's consolidated balance sheets for wildfire-related insurance purchased from EIS were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
(in millions)
|
|
June 30,
2019
|
|
December 31, 2018
|
|
Long-term insurance receivable due from affiliate
|
|
$
|
1,000
|
|
|
$
|
1,000
|
|
|
Prepaid insurance
1
|
|
74
|
|
|
13
|
|
|
Current payables due to affiliate
2
|
|
—
|
|
|
4
|
|
1
Reflected in "Prepaid expenses" on SCE's consolidated balance sheets.
2
Reflected in "Accounts payable" on SCE's consolidated balance sheets.
The amortization expense for wildfire-related insurance was
$41 million
and
$35 million
for the three months ended
June 30, 2019
and
2018
respectively, and
$72 million
and
$71 million
for the six months ended
June 30, 2019
and
2018
, 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 second quarter of 2019. 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 second quarter of 2019 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 2018 Form 10-K.
LEGAL PROCEEDINGS
Thomas Fire and Koenigstein Fire Litigation
In December 2017, wind-driven wildfires impacted portions of SCE's service territory, causing substantial damage to both residential and business properties and service outages for SCE customers. The VCFD and CAL FIRE have determined that the largest of the 2017 fires originated on December 4, 2017, in the Anlauf Canyon area of Ventura County (the investigating agencies refer to this fire as the "Thomas Fire"), followed shortly thereafter by the Koenigstein Fire. According to CAL FIRE information, the Thomas and Koenigstein Fires burned over 280,000 acres, destroyed or damages an estimated 1,343 structures and resulted in two fatalities.
As of July 22, 2019, SCE was aware of at least 191 lawsuits, representing approximately 3,000 plaintiffs, related to the Thomas and Koenigstein Fires naming SCE as a defendant. Ninety of these lawsuits also name Edison International as a defendant based on its ownership and alleged control of SCE. At least four of the lawsuits were filed as purported class actions. 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. The lawsuits have been coordinated in the Los Angeles Superior Court. Three categories of plaintiffs have filed lawsuits against SCE and Edison International relating to the Thomas Fire, Koenigstein Fire and Montecito Mudslides: individual plaintiffs, subrogation plaintiffs and public entity plaintiffs. An initial jury trial for a limited number of plaintiffs, sometimes referred to as a bellwether jury trial, on certain fire only matters is scheduled for January 13, 2020.
For further information, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
Montecito Mudslides Litigation
In January 2018, torrential rains in Santa Barbara County produced mudslides and flooding in Montecito and surrounding areas. According to Santa Barbara County initial reports, the Montecito Mudslides destroyed an estimated 135 structures, damaged an estimated 324 structures, and resulted in at least 21 fatalities, with two additional fatalities presumed.
Seventy-six of the 191 lawsuits mentioned under "Thomas Fire and Koenigstein Fire Litigation" above allege that SCE has responsibility for the Thomas and/or Koenigstein Fires and that the Thomas and/or Koenigstein Fires proximately caused the Montecito Mudslides, resulting in the plaintiffs' claimed damages. Twenty-nine of the 76 Montecito Mudslides lawsuits also name Edison International as a defendant based on its ownership and alleged control of SCE. In addition to other causes of action, some of the Montecito Mudslides lawsuits also allege personal injury and wrongful death. The Thomas and Koenigstein Fires lawsuits and the Montecito Mudslides lawsuits have been coordinated in the Los Angeles Superior Court.
Three categories of plaintiffs have filed lawsuits against SCE and Edison International relating to the Thomas Fire, Koenigstein Fire and Montecito Mudslides: individual plaintiffs, subrogation plaintiffs and public entity plaintiffs.
For further information, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
Woolsey Fire Litigation
In November 2018, wind-driven wildfires impacted portions of SCE's service territory and caused substantial damage to both residential and business properties and service outages for SCE customers. The largest of these fires, known as the Woolsey Fire, originated in Ventura County and burned acreage located in both Ventura and Los Angeles Counties. According to CAL FIRE information, the Woolsey Fire burned almost 100,000 acres, destroyed an estimated 1,643 structures, damaged an estimated 364 structures and resulted in three fatalities.
As of July 22, 2019, SCE was aware of at least 98 lawsuits, representing approximately 2200 plaintiffs, related to the Woolsey Fire naming SCE as a defendant. Eighty-two of these lawsuits also name Edison International as a defendant based on its ownership and alleged control of SCE. At least two of the lawsuits were filed as purported class actions. 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. The Woolsey Fire lawsuits have been coordinated in the Los Angeles Superior Court. Three categories of plaintiffs have filed lawsuits against SCE and Edison International relating to the Woolsey Fire: individual plaintiffs, subrogation plaintiffs and public entity plaintiffs. Two initial jury trials for a limited number of plaintiffs on certain matters, sometimes referred to as bellwether jury trials, are scheduled for February 10, 2020 and July 20, 2020.
For further information, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides."
RISK FACTORS
SCE’s anticipated new customer service system is subject to implementation and cost-recovery risks that could materially affect SCE’s business and financial condition.
SCE is currently testing a new customer service system that it anticipates implementing in 2020. If the customer service system does not function as intended upon implementation, SCE could experience, among other things, delayed or inaccurate customer bills that lead to over- or under- collections and other customer service concerns or degradation. Further, the process of implementing new technologies like the new customer service system represents opportunity for cybersecurity attacks on our information systems, which could lead to sensitive confidential personal and other data being compromised. Customer service degradation or the compromise of sensitive confidential personal and other data, could result in violations of applicable privacy and other laws, material financial loss to SCE or to its customers, customer dissatisfaction, loss of confidence in SCE's security measures, and significant litigation and/or regulatory exposure, all of which could materially affect SCE's financial condition and results of operations and materially damage the business reputation of Edison International and SCE. In addition, SCE may not be able to recover costs incurred by SCE to build, test and implement the customer service system through electric rates if the CPUC determines that such costs were not reasonably or prudently incurred.
SCE will not benefit from all of the features of AB 1054 if it or SDG&E is unable to timely make its initial contribution to the wildfire fund or the fund is exhausted. SCE could incur significant borrowing costs to raise the substantial capital it needs to meet its obligations under AB 1054.
If SCE or SDG&E do not make initial contributions to the insurance fund by September 10, 2019, the insurance fund will not be established and certain benefits of AB 1054, including the new standard to be applied by the CPUC in its prudency review and the Liability Cap, will not go into effect. Even if the insurance fund is established, SCE will not benefit from a presumption of prudency or the Liability Cap if SCE is unable to maintain a valid safety certification from the CPUC. Also, catastrophic wildfires could rapidly exhaust the insurance fund and SCE will not be reimbursed by the insurance fund or benefit from the Liability Cap if the fund has been exhausted as a result of damage claims previously incurred by SCE or the other participating utilities.
Edison International and SCE could incur significant borrowing costs as a result of SCE having to make its initial contribution of approximately $2.4 billion to the insurance fund by September 10, 2019 and SCE will not be allowed to recover any such costs through electric rates.
For more information on AB 1054, see "Notes to Consolidated Financial Statements—Note 12. Commitments and Contingencies—Contingencies—Southern California Wildfires and Mudslides—Recovery of Wildfire-Related Costs—2019 Wildfire Legislation."
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 Common Stock made by or on behalf of Edison International in the second quarter of 2019.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period
|
(a) Total
Number of Shares
(or Units)
Purchased
1
|
|
(b) Average
Price Paid per Share (or Unit)
1
|
|
(c) Total
Number of Shares
(or Units)
Purchased
as Part of
Publicly
Announced
Plans or
Programs
|
|
(d) Maximum
Number (or
Approximate
Dollar Value)
of Shares
(or Units) that May
Yet Be Purchased
Under the Plans or
Programs
|
|
April 1, 2019 to April 30, 2019
|
160,222
|
|
|
|
$
|
63.76
|
|
|
|
—
|
|
—
|
|
May 1, 2019 to May 31, 2019
|
93,451
|
|
|
|
$
|
59.84
|
|
|
|
—
|
|
—
|
|
June 1, 2019 to June 30, 2019
|
169,163
|
|
|
|
$
|
61.54
|
|
|
|
—
|
|
—
|
|
Total
|
422,836
|
|
|
|
$
|
62.00
|
|
|
|
—
|
|
—
|
1
The shares were purchased by agents acting on Edison International's behalf for delivery to plan participants to fulfill requirements in connection with Edison International's: (i) 401(k) Savings Plan; (ii) Dividend Reinvestment and Direct Stock Purchase Plan; and (iii) long-term incentive compensation plans. The shares were purchased in open-market transactions pursuant to plan terms or participant elections. The shares were never registered in Edison International's name and none of the shares purchased were retired as a result of the transactions.
OTHER INFORMATION
None.
EXHIBITS
|
|
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
10.1
|
|
|
|
|
|
|
|
10.2**
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101.1
|
|
Financial statements from the quarterly report on Form 10-Q of Edison International for the quarter ended June 30, 2019, filed on July 25, 2019, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements
|
|
|
|
|
|
101.2
|
|
Financial statements from the quarterly report on Form 10-Q of Southern California Edison Company for the quarter ended June 30, 2019, filed on July 25, 2019, formatted in XBRL: (i) the Consolidated Statements of Income; (ii) the Consolidated Statements of Comprehensive Income; (iii) the Consolidated Balance Sheets; (iv) the Consolidated Statements of Cash Flows; and (v) the Notes to Consolidated Financial Statements
|
________________________________________
|
|
|
|
*
|
Incorporated by reference pursuant to Rule 12b-32.
|
|
|
|
|
**
|
Indicates a management contract or compensatory plan or arrangement, as required by Item 15(a)(3).
|
Edison International and SCE will furnish a copy of any exhibit listed in the accompanying Exhibit Index upon written request and upon payment to Edison International or SCE of their reasonable expenses of furnishing such exhibit, which shall be limited to photocopying charges and, if mailed to the requesting party, the cost of first-class postage.