NOTES TO FINANCIAL STATEMENTS
1. Plan Description
The following description of the Edison 401(k) Savings Plan (the "Plan") provides only general information. The Plan sponsor is the Southern California Edison Company ("SCE", the "Plan Sponsor"). Participants should refer to the summary plan description and Plan document, as amended, for a more complete description of the Plan's provisions.
Nature of Plan
Eligibility
The Plan is a defined-contribution plan with a 401(k) feature, in which qualifying full-time and part-time employees of Edison International (the "Company") and subsidiary companies, including SCE, are eligible to participate. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended. An employee, as defined by the Plan document, is eligible to participate in the Plan immediately upon employment.
Contributions
Subject to statutory limits, all participants may defer pre-tax and after-tax dollars up to 84% of eligible pay. Participating employers provide matching contributions up to 6% of a participant's eligible pay. The Company allows employees who have attained age fifty before the close of a Plan year to make catch up contributions subject to Internal Revenue Service ("IRS") limitations. The Plan also accepts rollover contributions from other qualified plans. In addition to the matching contributions mentioned above, employees hired by the Company on or after December 31, 2017 will receive noncontributory employer contributions of 6% for non-represented employees and 4-6%, based on age and service points, for represented employees.
Vesting
Participants immediately vest in their contributions plus actual earnings thereon. Employer contributions plus actual earnings thereon vest at a rate of 20% per year. After five years of service or reaching age 65, all existing and future employer contributions and their related earnings are fully vested.
Forfeitures
At December 31, 2019, the unused portion of forfeited non-vested accounts totaled $19,000 and at December 31, 2018, there was no unused portion of forfeited non-vested accounts. These forfeited non-vested accounts are used to offset employer contributions. During 2019, employer contributions were reduced by $939,000 from forfeited non-vested accounts.
Plan Trust
Plan assets are held in a trust with State Street Bank and Trust Company (the "Trustee") for the benefit of participants and their beneficiaries. The mutual covenants to which the Plan Sponsor and the Trustee agree are disclosed in the trust agreement between the Plan Sponsor and the Trustee. Participants should refer to the trust agreement for a more complete description of the mutual covenants.
Plan Administration
The Plan is administered by the Southern California Edison Company Benefits Committee (the "Plan Administrator") and Conduent Inc. is the Plan's record keeper. The Plan provides to participants a detailed description of each investment fund choice and lists the respective investment manager.
Administrative and Investment Expenses
The Plan Sponsor pays the cost of administering the Plan, including fees and expenses of the Trustee and record keeper. The fees, taxes and other expenses incurred by the Trustee or investment managers in making investments are paid out of the applicable investment funds. These expenses also include brokerage fees for sales or purchases of Edison International Common Stock on the open market. No additional costs are incurred in connection with sales of Edison International Common Stock within the trust or the transfer of assets between funds.
Prior to 2019, mutual funds paid fees to the Plan record keeper for administrative services to participants that would otherwise have to be provided by the mutual funds. The majority of fees received by the Plan record keeper were used to reduce the record keeping and communication expenses of the Plan paid by the Plan Sponsor. Effective January 1, 2019, such fees are no longer used to offset expenses paid by the Plan Sponsor, which are excluded from the financial statements. See Note 7 for a discussion of related party transactions.
Participant Accounts
Each participant account is adjusted for certain activities, including a participant's contribution, the employer's contribution, distributions, loan activities, and allocation of investment earnings (losses) and related expenses. Allocation of earnings (losses) and related expenses is based on account balances. The benefit to which a participant is entitled is the benefit that can be provided from the vested portion of the participant's account.
Notes Receivable from Participants
Participants may borrow from the vested portion of their account, a minimum of $1,000 to a maximum of $50,000, with certain restrictions. Loan transactions are treated as transfers from (to) the investment fund to (from) participant loans. Loan terms range from one to four years for general purpose loans or up to 15 years for the purchase of a primary residence. Loans bear interest at the prime rate in effect at time of loan issuance plus one percent. Interest rates on outstanding loans range from 4.23% to 10.51% as of December 31, 2019 and mature on various dates through December 2034. Principal and interest are paid ratably through payroll deductions and are reinvested in the participant's account. Some separated participants may repay loan obligations directly, rather than through payroll deductions. Participant loans amounted to approximately $84,843,000 and $83,831,000 as of December 31, 2019 and 2018, respectively.
Distributions to Participants
Account balances are distributed as soon as practicable after a participant dies, becomes entitled to and requests a distribution, or terminates employment with an account balance of $5,000 or less. Participants may otherwise delay distribution, subject to the minimum distribution requirements under Internal Revenue Code ("IRC") Section 401(a)-(9). Participants may receive lump sum distributions. An installment form of distribution payment is also available to certain participants. In-service withdrawals may be taken from after-tax contributions, upon attainment of age 59½, or for certain financial hardships. Participants taking in-service withdrawals will be required to pay all applicable taxes on the withdrawals and may be subject to penalty taxes for early withdrawals taken prior to age 59½. Participants who terminate employment with a vested account balance greater than $1,000 but less than or equal to $5,000 will have their vested account balance automatically rolled over to individual retirement accounts ("IRA") selected by the Chair or Secretary of the Plan Administrator, unless the participants make a timely distribution election.
2. Summary of Significant Accounting Policies
Basis of Accounting
The financial statements are prepared and presented on the accrual basis of accounting and in conformity with U.S. generally accepted accounting principles ("GAAP") applicable to employee benefit plans and ERISA.
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ materially from those estimates.
Risks and Uncertainties
The Plan's investment in Edison International Common Stock amounted to approximately $512,449,000 and $441,518,000 as of December 31, 2019 and 2018, respectively. Such investments represented approximately 11% of the Plan's net assets as of both December 31, 2019 and 2018. For risks and uncertainties regarding investment in the Company's common stock, participants should refer to the annual report on Form 10-K for the period ended December 31, 2019, and the quarterly report on Form 10-Q for the period ended March 31, 2020 of Edison International.
The Plan provides for various funds that hold investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risk in the near term could materially affect participants' account balances and the amounts reported in the Statements of Net Assets Available for Plan Benefits and the Statement of Changes in Net Assets Available for Plan Benefits.
The Plan participates in various investment options that include securities of foreign companies, which involve special risks and considerations not typically associated with investing in U.S. companies. These risks include devaluation of currencies, less reliable information about issuers, different securities transaction clearance and settlement practices, and possible adverse political and economic developments. Moreover, securities of many foreign companies and their markets may be less liquid and their prices more volatile than securities of comparable U.S. companies.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date. See Note 3 for details.
Net Appreciation (Depreciation) in Fair Value of Investments
Realized and unrealized appreciation (depreciation) in the fair value of investments is based on the difference between the fair value of the assets at the beginning of the year, or at the time of assets purchased during the year, and the related fair value on the day investments are sold with respect to realized appreciation (depreciation), or on the last day of the year for unrealized appreciation (depreciation).
Notes Receivable from Participants
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.
Notes receivable from participants that are in default, as provided in the Plan document, are treated for tax purposes as deemed distributions for active participants or loan offsets for terminated participants and also reported as such in the Form 5500. For the year ended December 31, 2019, there were deemed distributions (excluding repayments) of $43,000 and loan offsets of $2,675,000 related to notes receivable from participants. The loan offsets are included in "Distributions to participants" in the Statements of Changes in Net Assets Available for Plan Benefits.
Distributions to Participants
Distributions to participants, other than notes receivable from participants, are recorded when paid.
New Accounting Guidance
Accounting Guidance Not Yet Adopted
The Financial Accounting Standards Board (FASB) issued an accounting standards update in June 2016, and further amended the guidance in November 2018 and April 2019, related to the impairment of financial instruments. The new guidance adds an impairment model, known as the current expected credit loss model, which is based on expected losses rather than incurred losses. This guidance is effective on January 1, 2022, with early adoption permitted. The adoption of this standard is not expected to have a material impact on disclosures.
In August 2018, the FASB issued an accounting standards update to remove, modify, and add certain disclosure requirements related to fair value measurement. The guidance is effective January 1, 2020, with early adoption permitted. The adoption of this standard is not expected to have a material impact on disclosures.
Subsequent Events
The global spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, has created significant uncertainty, volatility and disruption globally and has contributed to instability in the financial markets. The total impacts of the COVID-19 pandemic are still emerging, and the values of the Plan's individual investments have and will continue to fluctuate in response to changing market conditions.
In March 2020, the Coronavirus Aid, Relief, and Economic Security (CARES) Act became law. The CARES Act, among other things, includes several relief provisions available to tax-qualified retirement plans and their participants. The Benefits Committee has evaluated the relief provisions under the CARES Act available to plan participants and has implemented the following provisions to qualified individuals, those who themselves or whose spouse/dependent is diagnosed with COVID-19 or experience adverse financial consequences due to COVID-19:
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•
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In-service withdrawals of up to $100,000 of vested balance available through December 31, 2020, after first taking all available loans from the Plan.
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A temporary additional loan and relaxation of current requirements for loans taken through September 22, 2020, based on the lesser of 50% of the vested account balance or $50,000.
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•
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A temporary allowance for employees to defer loan repayments through December 31, 2020 for one year.
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The Setting Every Community Up for Retirement Enhancement (SECURE) Act was passed into law in December 2019. In February 2020, the Required Minimum Distributions (RMD) age was amended from age 70½ to age 72 under the provisions of SECURE Act. In addition, following the CARES Act, the required minimum distributions that would have been due in 2020 as a result of a former employee reaching age 72 are temporarily waived.
The Plan has evaluated subsequent events through the date the financial statements were available to be issued.
3. 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. The Plan categorizes financial assets and liabilities into a three-level fair value hierarchy based on valuation inputs used to derive fair value. The hierarchy gives the highest priority to unadjusted quoted market prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are:
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•
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Level 1: The fair value of 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;
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•
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Level 2: Pricing inputs other than Level 1 that are observable, either directly or indirectly, such as quoted market prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the financial instrument; and
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•
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Level 3: The fair value of Level 3 assets and liabilities is determined using the income approach through various models and techniques that require significant unobservable inputs. The Plan does not have any Level 3 assets and liabilities.
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The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. There were no changes in the valuation methods during 2019 and 2018. Plan assets carried at fair value are described below.
Edison International Common Stock and investments in equity mutual funds are valued at the unadjusted quoted prices in active or highly liquid and transparent markets and are classified as Level 1.
Investments in separately managed accounts (separate accounts) are managed by external investment managers and include the following: Cash and short-term interest bearing investments with initial maturities of three months or less are recorded at cost, plus accrued interest, which approximates fair value. The value of equity investments, real estate investment trusts, and US Treasury investments in separate accounts is based on quoted market prices in active or highly liquid and transparent markets and is therefore classified as Level 1. The fair value of fixed income investments (including asset-backed securities) in separate accounts is based on evaluated prices that reflect significant observable market information but are classified as Level 2 because they trade in markets that are not considered active. Separate accounts also include minor investments in derivative contracts, including options and futures traded in active markets and swap contracts valued at fair value, as determined by the investment managers taking into consideration exchange quotations on underlying instruments, dealer quotations and other market information.
The self-directed brokerage accounts contain investments stated at quoted market prices for equities and mutual funds and therefore are classified as Level 1. Fixed income investments in this category are classified as Level 2.
The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following presents information about the Plan's investments that are measured at fair value on a recurring basis as of December 31, 2019 and 2018, by level within the fair value hierarchy:
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Investments at Fair Value as of December 31, 2019
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(in thousands)
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Level 1
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Level 2
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NAV a
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Total
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Edison International Common Stock Fund
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$
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510,433
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$
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—
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$
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2,016
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$
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512,449
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Money market fund
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2,129
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—
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424,804
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426,933
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Self-directed brokerage accounts
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581,073
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7,653
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—
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588,726
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Mutual fund
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216,856
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—
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—
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216,856
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Collective investment funds
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—
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—
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2,202,720
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2,202,720
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Separate managed funds:
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Cash and other short-term investments
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6,458
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1,004
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8,322
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15,784
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Mutual funds
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—
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—
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605
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605
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Fixed income securities b
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53,897
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203,310
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—
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257,207
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Common and preferred stocks
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521,059
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276
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—
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521,335
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Other
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—
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5,750
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—
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5,750
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Total separate managed funds
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581,414
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210,340
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8,927
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800,681
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Total investments at fair value
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$
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1,891,905
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$
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217,993
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$
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2,638,467
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$
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4,748,365
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Investments at Fair Value as of December 31, 2018
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(in thousands)
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Level 1
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Level 2
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NAV a
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Total
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Edison International Common Stock Fund
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$
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437,721
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$
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—
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$
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3,797
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$
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441,518
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Money market fund
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575
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—
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409,034
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409,609
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Self-directed brokerage accounts
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425,811
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5,890
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—
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431,701
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Mutual fund
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176,519
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—
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—
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176,519
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Collective investment funds
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—
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—
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1,797,962
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1,797,962
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Separate managed funds:
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Cash and other short-term investments
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352
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260
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14,045
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14,657
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Mutual funds
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—
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—
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580
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580
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Fixed income securities b
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52,132
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191,391
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—
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243,523
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Common and preferred stocks
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433,961
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—
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—
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433,961
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Other
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523
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6,573
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—
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7,096
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Total separate managed funds
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486,968
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198,224
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14,625
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699,817
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Total investments at fair value
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$
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1,527,594
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$
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204,114
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$
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2,225,418
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$
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3,957,126
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a
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These investments are measured at fair value using the net asset value ("NAV") per share practical expedient and have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts in the Statement of Net Assets Available for Plan Benefits.
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b
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The majority of dollar amounts of these securities consist of corporate bonds, U.S. government securities and agency securities including U.S. treasury notes and bonds.
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The Plan determines the fair value for transfers in and transfers out of each level at the end of each reporting period. There were no material transfers between level 1or 2 during 2019 and 2018. There were no investments classified as Level 3 held by the Plan during 2019 and 2018.
Fund Investments Valued at Net Asset Value per Share as a Practical Expedient
NAV is used as a practical expedient to estimate fair value and is based on the fair value of the underlying investments held by the fund less its liability. This practical expedient is not used if it is determined to be probable that the investment will be sold for an amount different from the reported NAV. The following table summarizes investments measured at fair value based on NAV per share:
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December 31, 2019
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(in thousands)
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Fair Value
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Unfunded Commitments
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Redemption Frequency
(if currently eligible)
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Redemption Notice Period
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Money market fund 1
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$
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435,142
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Not applicable
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Daily
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None
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Mutual fund 2
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605
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Not applicable
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Daily
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None
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Collective investment funds 3
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2,202,720
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Not applicable
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Daily
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None
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Total
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$
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2,638,467
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December 31, 2018
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(in thousands)
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Fair Value
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Unfunded Commitments
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Redemption Frequency
(if currently eligible)
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Redemption Notice Period
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Money market fund 1
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$
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426,876
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Not applicable
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Daily
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None
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Mutual fund 2
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580
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Not applicable
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Daily
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None
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Collective investment funds 3
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1,797,962
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Not applicable
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Daily
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None
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Total
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$
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2,225,418
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1
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For the years ended December 31, 2019 and 2018, the combined money market fund investments of $435,142 and $426,876, respectively, are all invested in the State Street money market fund, including $8,322 and $14,045, respectively, in separate managed funds "Cash and short-term investments," and $2,016 and $3,797, respectively, in the "Edison International Common Stock Fund."
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The State Street money market fund seeks to provide safety of principal, daily liquidity and a competitive yield over the long term. The fund invests in a diversified portfolio of securities including securities guaranteed by the U.S. Government or its agencies; debt securities of domestic or foreign corporations, mortgage-backed and other asset-backed securities, municipal bonds, structured notes, loan participations, revolving credit facilities, repurchase agreements and bank certificates of deposit.
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2
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The investment objective of the bond mutual fund within the separately managed accounts is to seek maximum current income, consistent with preservation of capital and daily liquidity.
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3
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For the years ended December 31, 2019 and 2018, collective investment funds consist of fixed income index funds that seek to track the Barclays Capital Aggregate Bond Index, equity index funds that seek to track the performance of the Standard and Poor's 500 index, the Russell 2500 index, and the MSCI AC World Index (excluding the U.S.).
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4. Investment Elections
The Trustee invests contributions in accordance with participant instructions.
Participants may elect changes to their investment mix effective each business day, with certain restrictions. The Plan imposes a seven-day trading restriction that applies to all funds except the Edison International Common Stock Fund. Reallocation elections may also be subject to redemption fees, or other measures imposed by investment fund managers. Participants may effect changes to their deferral percentages and deferral investment elections coincident with their pay frequency.
The transfer of a participant's investment from one fund to any other fund is based on the net asset value of the units allocated to the participant's account, as of close of market on the date of transfer.
5. Investment Options
As of December 31, 2019, all participants were able to choose from among 19 investment fund offerings. These investment funds consisted of the following:
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Tier 1 – Ten Target Date Funds: Premixed allocation of stocks, bonds and cash. Each Target Date fund is built from a combination of the Tier 2 core funds and designed to be more conservative over time as each fund approaches its target date.
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Tier 2 – Edison International Common Stock Fund and Seven Institutional Funds representing a range of asset classes: large and small U.S. stocks (including Edison International Common Stock), cash equivalents, non-U.S. stocks, real assets and fixed income instruments, with varying degrees of risk and return.
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Tier 3 – Self-Directed Brokerage Accounts: Allows participants to select investments from among thousands of publicly traded securities including individual equities, mutual funds, fixed income products, exchange traded funds, real estate investment trusts, and taxable unit investment trusts.
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The Plan Sponsor's Trust Investment Committee may direct the Trustee to establish new investment funds or discontinue existing ones as well as change the investment medium for each investment fund. Participants should refer to the summary plan description for a more complete discussion of the various investment options.
6. Reconciliation of Financial Statements to Form 5500
The following is a reconciliation of net assets available for plan benefits per the financial statements to the Form 5500:
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December 31,
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(in thousands)
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2019
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2018
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Net assets available for plan benefits per the financial statements
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$
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4,800,919
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$
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3,989,798
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Less: Amounts allocated to withdrawing participants
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(376
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)
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(1
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)
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Less: Deemed distributions of participant loans
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(1,150
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)
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(1,158
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)
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Net assets available for plan benefits per the Form 5500
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$
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4,799,393
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$
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3,988,639
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The following is a reconciliation of total deductions per the financial statements to the Form 5500:
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(in thousands)
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For the year ended
December 31, 2019
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Total distribution to participants per the financial statements
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$
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342,048
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Add: Amounts allocated to withdrawing participants at December 31, 2019
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376
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Add: Deemed distributions of participant loans at December 31, 2019
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1,150
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Less: Amounts allocated to withdrawing participants at December 31, 2018
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(1
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)
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Less: Deemed distributions of participant loans at December 31, 2018
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(1,158
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)
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Benefits paid to participants per the Form 5500
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$
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342,415
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Amounts allocated to withdrawing participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31 but not paid as of that date. Deemed distributions are defaulted and unpaid participant loans of active participants that are disallowed on the Form 5500.
7. Related-Party Transactions
Certain Plan investments, including investments held in the trust, are shares of funds managed by the Trustee. The Plan also invests in the Edison International Common Stock Fund and receives services from the Plan Sponsor. In addition, the Plan issues loans to participants, see "Notes Receivable from Participants" in Note 1 for more details. These transactions qualify as party-in-interest transactions under ERISA.
The money market fund is managed by State Street Bank and Trust Company, which also serves as the Plan's Trustee. Fees earned by the Trustee in its capacity as fund manager for the Plan were $208,000 for 2019 and were reported as "Management fees" on the Statement of Changes in Net Assets Available for Plan Benefits.
The Plan's investment options include the Company's Common Stock as a fund option. See Note 2 for a discussion of the amount of the Plan's investment in the Company's Common Stock. In addition, State Street Global Advisors, an affiliate of State Street Bank and Trust Company, is the investment manager of the Edison International Common Stock Fund. Fees earned by State Street Global Advisors in its capacity as the investment manager of the Edison International Common Stock Fund were $87,000 for 2019 and were reported as "Management fees" on the Statement of Changes in Net Assets Available for Plan Benefits.
Prior to 2019, certain investment fund managers provided credits to Conduent Inc. for administrative and other services rendered to the Plan. These credits were used to reduce Conduent Inc.'s charge to the Plan Sponsor for services provided to the
Plan. Effective January 1, 2019, the credits were no longer used to offset charges for administrative and other services rendered. See Note 1 for discussion of administrative expenses.
See Note 10 regarding Edison International Common Stock Fund dividend payments and Note 11 regarding the prohibited transaction.
8. Plan Termination
Although it has not expressed intent to do so, the Plan Sponsor has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. The Trust will continue after termination until all Trust assets have been distributed to participants and their beneficiaries.
9. Tax Status
The IRS has determined and informed the Plan Sponsor by a letter dated June 15, 2017 that the Plan and related trust are designed in accordance with the applicable qualification sections of the IRC. The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan, as amended, is designed in compliance with the applicable qualification requirements of the IRC, and that the Plan continues to be tax exempt. In addition, the Plan Administrator is not aware of any unaddressed operational issues for which corrective action is not being taken that will prevent the continuation of the Plan's qualified tax status.
10. Employee Stock Ownership Plan
The Edison International Common Stock Fund constitutes an employee stock ownership plan that allows for the current distribution of dividends to the accounts of all participants through the Plan. Such distributions amounted to approximately $2,386,000 for the year ended December 31, 2019. On December 12, 2019, the Board of Directors of Edison International declared a common stock dividend of $0.6375 per share which was paid on January 31, 2020 to the shareholders of record as of December 31, 2019. As the record date was at year end, dividend income of $0.6375 per share amounting to approximately $4,289,000 was accrued and included in "Dividends receivable" in the accompanying financial statements at December 31, 2019. For the year ended December 31, 2018, $4,701,000 was accrued in dividend receivable and paid on January 31, 2019.
11. Prohibited Transaction
Through an administrative error, on April 26, 2013, SCE borrowed $380,546 from the Plan, which constituted a prohibited transaction under ERISA. In March 2020, SCE repaid $380,546 to the Plan, along with $191,310 of lost earnings calculated under the Department of Labor fiduciary correction program. The prohibited transaction had no impact on participant accounts and was reflected as "Interest income and other" in the Statement of Changes in Net Assets and as a "Receivable from brokers and other" in the Statements of Net Assets Available for Plan Benefits in 2019, the year it was discovered.
In May 2020, SCE submitted the related Form 5330 excise tax filings and paid $72,192 to the IRS.
Supplemental Schedule
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